Welcome to 1stPlaceSpiritWear.com (the“Site”), along with the website features, services, and products (collectively, the “Services”) is being provided to you by 1st Place Spirit Wear, LLC, an Ohio limited liability company (“1st Place”) and its affiliated organization, 1st Day School Supplies, LLC, an Ohio limited liability company (“1st Day School” or sometimes referred to herein as “Affiliate”) (sometimes herein referred to as “Terms of Utilization” or the “Agreement”).
By utilizing 1st Place’s Services and the Site, you are knowingly accepting and agreeing to all of the Terms of Utilization found herein. Your order placed on this Site also signifies your acceptance of each and every of these Terms of Utilization. Kindly critically review the terms and conditions found herein before placing any orders through the Site. Do not use the Site or Services if you do not accept and agree to these Terms of Utilization or if you have unanswered questions or concerns related to the same. Your agreement to the Terms of Utilization is an express condition to your utilization of the Site and Services and shall control all aspects of the transaction.
In conjunction with your use of the Services and utilization of the Site, you expressly and knowingly consent and authorize 1st Place and its Affiliate to periodically send you announcements, press releases, e-mails, posting notices, advertisements and other materials in the future. 1st Place will communicate with you electronically, that is, by e-mail or by posting notices or taking electronic action on this Site. You agree that all agreements, terms notices, disclosures, electronic actions, and any other communication that we provide to you electronically, satisfy any legal requirement that such communications be in writing and you waive any issues or objections to the same.
All information, opinions, text, facts, data, and information on the Site is the exclusive property of 1st Place and its Affiliate and is protected by U.S. and international laws and regulations. The name “1st Place Spirit Wear” and all marks or logos containing that name (collectively, the “Marks”) are the property of 1st Place and its Affiliate All content included on this Site, such as text, graphics, logos, button icons, characters, artwork, images, audio clips, digital downloads, data compilations, software, and other content of the Site (collectively, the “Site Content”) and all HTML, and other code and scripts in any format on the Site or used to implement the Site (collectively, the “Code”) is the property of 1ST Place, its Affiliate or their respective content or software suppliers or licensors, and is protected by United States and international copyright laws, trademark and other applicable intellectual property laws. Using 1st Place’s Services and/or Site does not give you ownership of or any type of license or authorization to any intellectual property rights in our Services or the content you access. You may not use Site content or Code unless you obtain express written permission from 1st Place or are otherwise permitted by law. These Terms of Utilization do not grant you the right to use any branding or logos used in our Services or posted to our Site. You may not remove, obscure, or alter any legal notices displayed in or along with our Services.
If you use the Site or Services, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities and communications that occur under your account or password. 1st Place does sell products to children, but it sells them only to adults who can purchase with a credit card. If you are under 18, you may access and use this Site only with the involvement of an authorized parent or guardian. Each time you use our Services or Site, you are representing that you are 18 years of age or older and that you have proper authority. 1st Place and Affiliate reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders at its sole discretion, for any reason (with or without cause).
Subject to your compliance with these Terms of Utilization, 1st Place grants you a revocable, limited, non-exclusive, non-transferable, non-sub-licensable license to access and make personal and non-commercial use of the Services. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations and in strict conformity with the terms and conditions of this Agreement. 1st Place and its Affiliate may, at any time with or without cause, suspend or stop providing our Services (in our complete discretion) to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.
The Site is available only for your personal (non-commercial) use, which is limited to viewing the Site, providing information to the Site, downloading product information or other materials made available for download for your personal use, the purchase of products, and assessing any other features or functions made available to you on the Site. You may not use the Site Content or Code from the Site for any purpose other than those described in these Terms of Utilization. You may not use the Marks in a manner that causes confusion as to the source of the Service and which may otherwise infringe upon the intellectual property rights and business interests of 1st Place and/or its Affiliate.
1st Place’s Services, Site Content or Code, and any part thereof, may not be reproduced, duplicated, copied, distributed, sold, resold, visited, uploaded, transmitted, displayed for redistribution to third parties, republished to third parties, or otherwise exploited, for any commercial purpose without express written and signed consent of 1st Place. You agree with this license does not include any of the following: resale or commercial use of any 1st Place Service, the Site or its contents; any collection or use of any product listings, descriptions, or prices; any derivative use of any 1st Place Service or its contents; any downloading or copying of account information or any use of any product listings, descriptions, or prices; any derivative use of any 1st Place Services or its contents; any downloading or copying of account information for the benefit of another merchant; any downloading (other than page caching) or modifications of any portion of the Service; or any use of data mining, robots, or similar data gathering and extraction tools; any attempt to access the Services using a method other than the interface and instructions that we provide. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of 1st Place without express written consent. You may not use any meta tags or any other “hidden text” utilizing 1st Place’s name or trademarks without the express written consent of 1st Place. You may not misuse the Services. You may use the Services only as permitted by law. All rights not expressly granted to you in these Terms of Utilization are reserved and retained by 1st Place. The licenses granted by 1st Place automatically terminate if you do not comply with these Terms of Utilization.
Nothing in this Agreement confers to you or any third-party, by implication, estoppel or otherwise, any proprietary or industrial right belonging to 1st Place or its Affiliate. Your failure to comply with these Terms of Utilization will constitute breach of contract and will violate our copyright, trademark and other commercial, proprietary and industrial property rights.
Limited License for Hyperlink to Site. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the 1st Place Site so long as the link does not portray (in 1st Place’s sole determination) 1st Place, or its products or Services in a false, misleading, derogatory, or otherwise offensive manner. You may not use any 1st Place logo or other proprietary graphic or trademark as part of the link without express written and signed permission.
Prohibition on Hyperlinking to Site. Unless the prior written consent of 1st Place is obtained, You are prohibited from creating a hyperlink to the 1st Place Site or utilizing any 1st Place logo or other proprietary graphic or trademark as part of the link.
Business Uses of Services. If you are using our Services on behalf of a business, company, employer, association, organization or other entity (“Organization”), the Organization accepts these terms by your continued use of our Services. Do not use the Site if you do not have the authority from your Organization or your Organization does not accept and agree to these Terms of Utilization. To the greatest extent permitted by law, your Organization agrees to hold harmless and indemnify 1st Place and its Affiliate, and their respective successors, members, managers, officers, agents, and employees from any claim, suit or action, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees, arising from or related to your use of the Services and the Site, or your use or purchase of Products, or any violation of these Terms, or a claim of breach of contract, a claim of infringement of any intellectual property right, a claim of unfair competition, or a claim of dilution.
IF YOU ARE USING 1ST PLACE’S SERVICES TO PURCHASE MERCHANDISE DECORATED OR PRINTED WITH ANY TERMS, NAMES, LETTERS, DESIGNS, OR OTHER DECORATIVE MATERIAL IN ANY LANGUAGE (“PRINTED MATTER”), AND TO THE EXTENT YOUR ORGANIZATION CLAIMS RIGHTS IN THE PRINTED MATTER THAT YOU HAVE SELECTED, YOU REPRESENT, WARRANT AND AFFIRM EACH OF THE FOLLOWING ON BEHALF OF YOURSELF AND YOUR ORGANIZATION: THAT YOU HAVE THE RIGHT AND AUTHORITY TO CREATE AND PURCHASE UNOFFICIAL MERCHANDISE USING THE PRINTED MATTER THAT YOU HAVE SELECTED; THAT YOU HAVE THE RIGHT AND AUTHORITY TO LICENSE THE PRINTED MATTER TO 1ST PLACE, SHOULD A LICENSE BE DEEMED NECESSARY BY A COURT OF LAW; THAT YOU HAVE THE RIGHT AND AUTHORITY TO BIND YOUR ORGANIZATION TO INDEMNIFY 1ST PLACE FOR ANY CLAIMS ARISING FROM THIS AGREEMENT OR YOUR PURCHASE; THAT YOUR ORDER FOR THE USE OF THE PRINTED MATTER ON CUSTOM-MADE MERCHANDISE IS A DECORATIVE AND FUNCTIONAL USE OF THE PRINTED MATTER AND NOT USED AS A TRADEMARK OR A USE INDICATING THE SOURCE OF THE PARTICULAR GOODS. BY USING 1ST PLACE’S SERVICES, YOU EXPRESSLY SET ASIDE ANY AND ALL PRIOR CONTRACTS BETWEEN 1ST PLACE AND YOUR ORGANIZATION AND THESE TERMS OF UTILIZTION SHALL CONTROL UJSE OF DESIGN CONTENT SUBMITTED BY YOU.
In using this Site, you agree not to submit, design, upload, generate or create any products with language, words, text, phrases, or slogans, including but not limited to text, data, photos, graphics, or any of these elements (the “Design Content”) that are ‘Objectionable”. For purposes of these Terms of Utilization, Objectionable includes, but it not limited to, anything that is unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, indecent, inflammatory, libelous, tortious, hateful, or racially or ethnically objectionable, or invasive of another’s rights including but not limited to rights of celebrity, privacy and intellectual property.
You acknowledge that 1st Place does not pre-screen submitted Design Content, but that 1st Place shall have the right (but not the obligation) at its sole discretion to reject or remove any Design Content that is available via the Site or placed as an order for production. Upon placing your order, you acknowledge that 1st Place may review your order, and any Design Content it contains, for adherence to our guidelines and compliance with these Terms of Utilization. Failure to review your order will not constitute an admission on the part of 1st Place that you have complied with these Terms of Utilization. Without limiting the foregoing, 1st Place and its designees shall have the right to remove any Design Content that violates this Agreement or is otherwise objectionable to 1st Place. You agree that you must evaluate and bear all risks associated with the use of any Design Content on your purchased products, including any reliance on the accuracy, completeness, or usefulness of such Design Content. In this regard, you acknowledge that you may not rely on any Design Content created by or submitted to 1st Place. You acknowledge and agree that you are responsible for the creation and compilation of submitted Design Content, and that neither 1st Place nor any other party involved with the production of any product incorporating such Design Content assumes that responsibility. 1st Place’s production of any product depicting your Design Content, including but not limited to sports apparel, does not indicate that 1st Place approves of the Design Content, that the Design Content complies with all applicable laws, or that you are absolved of any liability or harm arising from the use of the Design Content. You acknowledge that 1st Place’s production of any product depicting your Design Content is a functional and decorative use of the Design Content and does not constitute use as a trademark or use indicating the source of the goods or Services.
You agree not to use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any Design Content, Printed Matter, or other submission made to or while utilization this Site and/or the Services. 1st Place reserves the right, in its complete discretion, (but not the obligation) to remove or edit any such submission, but does not regularly review posted content.
By making this purchase, you affirm that you are not relying on the Printed Matter appearing on the merchandise as an indicator for the source, origin, sponsorship or endorsement of the products. You confirm that you are purchasing these products because of the decorative, artistic design element and to show affiliation with an organization. You understand that 1st Place is the source of all products you are ordering and that 1st Place’s products are not officially sponsored by your Organization or any organization.
To the extent a license to Design Content, or Printed Matter is deemed necessary by you, your Organization, or a court of law, you hereby grant 1st Place a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, host, store, reproduce, adapt, publish, translate, create derivative works from, communicate, distribute, Design Content, or Printed Matter throughout the world in any media or technology now known or later developed for the full term of any Copyright or Trademark rights that may exist in such Design Content, or Printed Matter. This license continues even if you stop using our Services. 1st Place promises to use any Printed Matter on goods of the same or better quality as it currently provides. This term is not an admission that 1st Place is using any Printed Matter or Design Content as trademarks – it is not – nor shall it be deemed an admission that any trademark license is needed for use of any Printed Matter or Design Content. You also grant 1st Place and its sub-licensees the right to use the name that you submit with regard to Design Content, if we choose. You represent that you have the necessary rights to grant us this license for any Design Content or Printed Matter that you submit to our Site. 1st Place takes no responsibility and assumes no liability for any Design Content uploaded or otherwise transmitted by or to you or by or to any third-party, or for any mistakes or Objectionable content that you or a third party may encounter.
You acknowledge and agree that 1st Place may preserve Design Content and Printed Matter (collectively “Material”) and may publicly disclose the Material if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Material violates the rights of third-parties; or (iv) protect the rights, property, or personal safety of 1st Place, its users or the public. You understand that the technical processing and operation of the site, including any Material, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connection networks or devices.
You agree to waive any claims against 1st Place, its Affiliate, and their respective contractors, agents and employees for losses, damages and injuries which are based on or relate to Design Content, Printed Matter, or any other communications or Material made available to the Site or posted on the Site by persons other than 1st Place or its Affiliate. By using our Services, you agree to indemnify 1st Place and its affiliates from all claims and expenses, including reasonable attorney’s fees, whenever such claims are based on or arise from : 1) any Material you approve or provide; or 2) your violation of any of the provisions of this Agreement. If you do not agree with this promise to indemnify 1st Place, you should stop using our Services and should not complete your order. You acknowledge and agree that you will use this Site and any products ordered in this site, including without limitation sports apparel, at all times in accordance with all applicable United States federal, state and local laws, statutes, regulations, ordinances, and common sense, and will not take any action that harms or violates the rights of any person or entity.
Our Services may display or may link to some content that is not from 1st Place or its Affiliate. This content is the sole responsibility of the entity that makes it available. Hyperlinks are included solely for your convenience, and we make no representations or warranties with regard to the accuracy, availability, suitability, or safety of information provided in non-1st Place sites to which you may be directed or hyperlinked from this Site. We may review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content that we reasonably believe violates our policies or the law. But we do not assume any obligation to review content.
1st Place attempts to be as accurate as possible. However, 1ST Place does not warrant that product descriptions or other content of this Site or any 1st Place Service is accurate, complete, reliable, current, or error-free. If a product offered by 1st Place itself is not as described, your sole remedy is to return it in unused condition. In particular, although we have made every effort to display the dynamic products and their colors as accurately as possible, the displayed colors of the products will depend upon your monitor and computer settings and we cannot guarantee that your monitor and computer settings will accurately portray the actual colors of the products. We reserve the right to make corrections and changes to the Site, including product descriptions, at any time without notice.
You acknowledge, understand and agree that a small number of the items on our Site may be inadvertently mispriced or mislabeled. If we discover a mispricing, we will do one of the following:
The prices displayed are quoted in U.S. dollars. Purchases are subject to applicable taxes to be paid by the purchaser, and do not include shipping and handling, except as otherwise noted.
Your electronic order confirmation, or any form of confirmation, does not signify our acceptance of your order. 1st Place reserves the right to accept or deny shipment to anyone for any reason. 1st Place reserves the right to require additional information before processing any order. If an order appears fraudulent in any way, 1st Place reserves the right to cancel the order and notify the cardholder or the authorities.
1st Place ships orders via United States Postal Service. Orders shipped domestically usually arrive within two to four business days. Accurate shipping address and phone number are required. Your signature may be required for delivery. Because many events may occur at your delivery address that are beyond our control, you agree that any delivery confirmation provided by the carrier is sufficient proof of delivery to the cardholder, even without a signature.
DISCLAIMER OF WARRANTIES
THIS SITE AND ALL PRODUCTS AND SERVICES ARE PROVIDED BY 1ST PLACE ON AN “AS IS” AND “AS AVAILABLE” BASIS. 1ST PLACE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, SERVICES, OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USED OF THIS SITE IS AT YOUR SOLE RISK.
TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, 1ST PLACE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING ALL PRODUCTS AND SERVICES. 1ST PLACE DOES NOT WARRANT THAT THIS SITE, ITS SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THRUOGH THIS SITE ARE FREE OF ERRORS, DEFECTS, COMPUTER VIRUSES, BUGS, OR OTHER HARMFUL COMPONENTS.
1ST PLACE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY 1ST PLACE SERVICE OR THIS SITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR OTHER SERVICES MADE AVAILABLE TO YOU THROUGH THIS SITE OR ANY 1ST PLACE SERVICE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, REVENUES, OR DATA. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF 1ST PLACE FOR ANY CLAIM UNDER THESE TERMS OF UTILIZATION OR FOR ANY WAIVEABLE WARRANTY IS LIMITED TO THE AMOUNT YOU PAID US FOR THE SERVICES OR PRODUCTS.
1st Place operates the Site from the United States under the laws of the United States. It is possible that some software that may be downloaded from the Site is subject to government export control or other restrictions such as the Export Administration Act and the Arms Export Control Act. By visiting and using our Site, you acknowledge these restrictions and agree that you are not subject to them. You also agree not to transfer any Site Content or Code to a foreign national or a foreign destination in violations of such laws.
NO PARTNERSHIP, AGENCY OR REVENUE SHARING
No joint venture, partnership, employment, or agency relationship exists between You and 1st Placer or between your Organization and 1st Place as a result of this Agreement or use of this Site of the Services, or as a result of participation in any program whereby 1st Place shares revenue with your Organization.
OHIO CHOICE OF LAW, VENUE, AND JURISDICTION
If you, or the Organization you represent (together “You”) are a U.S. customer visiting 1st Place’s Site, You agree that the applicable U.S. federal laws and the laws of the State of Ohio, without regard to principles of conflict of laws, will govern this Agreement and any dispute, action, claim or cause of action arising between You and 1st Place relating to this Agreement, the Site, the Services, Code, Printed Matter, Design Content, or Site Content. For such claims, You irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of Ohio, U.S.A., and you promise not to commence any litigation relating to such claims except in the courts in Cleveland, Ohio, and You waive any objection to venue in the courts of the State of Ohio, and agree not to plead or claim in any court of the State of Ohio that such litigation brought there is in an inconvenient forum.
SITE POLICIES, MODIFICATION, SEVERABILITY, NO WAIVER
We reserve the right to make changes to our Site, policies, products, and this Agreement at any time to, for example, reflect changes in the law or to our Services. You should look at these Terms of Utilization regularly because you are bound by any revisions we make; we will endeavor to make changes by posting them in red-line on these pages for fourteen days. Changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. All other changes will not apply retroactively and will become effective fourteen days after they are first posted. If you do not agree to the modified Terms of Utilization, you should discontinue your use of the Site and the Service.
If any of these terms are determined to be unenforceable, that term shall be severed, and this will not affect the validity and enforceability of the remaining terms. If you do not comply with these terms, and 1st Place does not take action right away, this does not mean that 1st Place is waiving any rights that it may have, such as taking action in the future. These terms control the relationship between 1st Place and you. They do not create any third-party beneficiary rights.
This Agreement comprises the entire agreement between you and 1st Place, or between the Organization on whose behalf you are using the Services and Site and 1st Place, and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained in this Agreement.