TERMS AND CONDITIONS FOR ONLINE PURCHASE ORDERS
YOUR PURCHASE OF LEARNING TOOLS (“PRODUCTS”) OF FREE SPIRIT PUBLISHING INC. (“FREE SPIRIT”) IS SUBJECT TO YOUR ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS OF FREE SPIRIT. BY CLICKING “I ACCEPT” BELOW, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS AS SET FORTH HEREIN. ACCEPTANCE OF THESE TERMS AND CONDITIONS IS A CONDITION TO YOUR PURCHASE OF THE PRODUCTS.
1. PROCESSING AND SHIPMENT OF YOUR ORDER FOR PRODUCTS.
Within one to two days of your acceptance of these terms and conditions, Free Spirit will process your online purchase order. Most shipments to the continental United States arrive within three to five business days. Rush orders placed by 2:00 p.m. (CST), Monday through Friday, will be processed and shipped on the same day. In such instances, rush delivery charges will apply. Shipping and handling charges are detailed at our website. For Canadian orders, please visit our website at for instructions on avoiding customs charges.
2. PAYMENT TERMS. You may pay for the Products by check, credit card, or money order. Payment terms are Net 30 days from the date of the invoice. Interest shall accrue at a rate of one and one-half percent (1.5%) per month on all past due invoices. Any and all applicable taxes will be detailed on your invoice, and the payment of any such taxes will be your sole responsibility.
3. INTELLECTUAL PROPERTY RIGHTS. Title to and ownership of all intellectual property rights contained in the Products, the Product packaging, and/or other Free Spirit proprietary materials will at all times remain the property of Free Spirit. All rights with respect to such intellectual property rights are reserved by Free Spirit.
4. INDEMNIFICATION. You will defend, indemnify, and hold harmless Free Spirit and its officers, directors, agents, and employees against any and all claims, suits, proceedings, damages, judgments, and expenses (including reasonable attorneys’ fees) or settlement thereof in connection with or arising from any third party claim based on your breach of these terms and conditions and/or your unauthorized use or distribution of the Products. Free Spirit may, at its option, join in the defense or settlement of any such claim with counsel of its choice, at its own expense.
5. WARRANTY DISCLAIMER. FREE SPIRIT MAKES NO WARRANTIES WITH RESPECT TO THE PRODUCTS AND HEREBY DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
6. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS AND CONDITIONS OR OTHERWISE, IN NO EVENT SHALL FREE SPIRIT’S AGGREGATE LIABILITY ARISING UNDER, WITH RESPECT TO OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, THE PRODUCTS, AND/OR YOUR PURCHASE OF PRODUCTS, EXCEED THE TOTAL MONIES PAID FOR SUCH PRODUCTS.FREE SPIRIT SHALL IN NO EVENT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER ANY CONTRACT, TORT, INDEMNITY OR OTHER LEGAL, CONTRACTUAL, OR EQUITY THEORY FOR: (i) ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER OR NOT ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) DAMAGES FOR LOST PROFITS; OR (iii) COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS; OR (iv) ANY TAXES OR DUTIES, HOWEVER DESIGNATED OR LEVIED (INCLUDING, BUT NOT LIMITED TO, SALES, USE, AND PERSONAL PROPERTY TAXES).
7. CUSTOMER SERVICE. If you have any questions about your order or these terms and conditions, please contact our Customer Service staff at firstname.lastname@example.org.
8. FORCE MAJEURE. Free Spirit does not assume the risk of and shall not be liable for failure to perform any obligation relating to the Products caused by civil insurrection, war, fire, strike, labor stoppages or other labor disturbances, acts of God, your acts or omissions, acts or omissions of Free Spirit’s independent contractors, or any other cause beyond the reasonable commercial control of Free Spirit.
9. GOVERNING LAW; VENUE. These terms and conditions are governed by the laws of the State of Minnesota without regard to its conflict of laws, rules, and principles. You agree: (i) that the exclusive jurisdiction for all disputes arising out of these terms and conditions shall be in either a federal or state court located in Hennepin County, Minnesota; (ii) to submit to the personal jurisdiction of such courts; and (iii) to waive any objection of lack of personal jurisdiction or inconvenient forum. The United Nations Convention on the International Sale of Goods (CISG) shall not apply to these terms and conditions or any transactions between the parties in connection with these terms and conditions.
10.ENTIRE AGREEMENT. These terms and conditions, including your corresponding online purchase order, set forth the exclusive contract terms between the parties and shall apply to your purchase of the Products. Free Spirit rejects any terms in any order forms or other documents that you may submit to Free Spirit that are different from or additional to the provisions hereof and no such terms shall be binding upon Free Spirit, notwithstanding Free Spirit’s shipment of Product.