Terms and Conditions
Revised: April 9, 2025
1. Agreement
These Terms and Conditions together with any Order Form that references these Terms and Conditions and all exhibits thereto (collectively, this "Agreement"), constitute a completely integrated agreement and are the complete and exclusive statement of the terms of the agreement between Blueprint 52 LLC ("Blueprint 52") and the Customer identified on the applicable Order Form ("Customer"). The description, illustration and performance of any product contained in Blueprint 52's website, marketing materials, price lists or advertising, as applicable, do not form part of this Agreement unless expressly set out in this Agreement. Prior or contemporaneous agreements, representations, or negotiations may not be relied upon to contradict or supplement any term in this Agreement. Blueprint 52 rejects any terms proposed by Customer and not included in the Order Form or agreed in a writing signed by an officer of Blueprint 52, including any additional or differing terms included in any purchase order, invoice, or other document issued by or on behalf of Customer. This Agreement may not be modified, amended or waived unless confirmed in a writing signed by both Blueprint 52 and Customer. Capitalized terms used but not defined in these Terms and Conditions shall have the meaning provided in the applicable Order Form. In the event of any conflict between the Order Form and these Terms and Conditions, the terms of the Order Form shall govern and control.
2. Variations
Any requested changes to the Deliverable(s) which are not included in the Order Form or any exhibits thereto, will be deemed a variation of the Agreement and are subject to the written consent of Blueprint 52, which may be withheld in Blueprint 52's absolute discretion. For the avoidance of doubt, Blueprint 52 is not required to accommodate any requests for changes to the design of the Deliverable(s) once the Order Form has been signed by Customer. Should Customer decide not to proceed with the purchase of Deliverable(s) after execution of the Order Form, Customer shall remain responsible to pay in full to Blueprint 52 all amounts due to Blueprint 52 under the Order Form and these Terms and Conditions. If Blueprint 52 elects to accommodate any variations in the design of the Deliverable(s) ("Agreed Variations"), a revised order form ("Revised Order Form") will be sent by Blueprint 52 to Customer to reflect all Agreed Variations and any and all additional payment details resulting from Agreed Variations, and the Revised Order Form must be executed by Customer.
3. Payment
Full payment of the Purchase Price and all other amounts payable by Customer to Blueprint 52 under the Order Form are due to Blueprint 52 pursuant to the terms set forth in the Order Form. In the event that Customer does not wish to proceed with the purchase of the Deliverable(s) after executing an Order Form, Customer will be required to pay any amount due and outstanding, and Blueprint 52 will not be required to refund any amounts paid by Customer pursuant to the Order Form.
4. Delivery Fees and Other Fees
Customer will pay any and all third-party fees and costs not specified in the Order Form, including, but not limited to, all costs or expenses related to shipment, delivery, insurance, installation costs, and taxes.
5. Warranties
Blueprint 52 warrants that upon transfer of ownership occurring at shipment or collection, as the case may be, the deliverable(s) will be free from material defects and in good working order. All warranties, express or implied, not expressly granted by blueprint 52 in the agreement are expressly disclaimed. Without limiting the foregoing sentence, blueprint 52 takes no responsibility and does not give any warranty with respect to the suitability or fitness of the deliverable(s) for customer's individual purposes. It is customer's responsibility to inspect the deliverable(s) upon transfer of ownership occurring at shipment or collection to ensure that the deliverable(s) are free from defects and in good working order. Acceptance at shipment or collection of the deliverable(s) will be taken as confirmation that the deliverable(s) are in acceptable condition. Any issues or concerns with the deliverable(s) must be expressed prior to accepting the deliverable(s) at the collection point. The deliverable(s) may not be returned without blueprint 52's prior written consent, in blueprint 52's sole discretion.
6. Supply of Deliverable(s)
Except as otherwise provided in the applicable Order Form, Customer may elect to collect the Deliverable(s) at Blueprint 52's designated location or have the Deliverable(s) shipped by Blueprint 52 (or its authorized agents) at Customer's sole cost and expense. Details of the supply of the Deliverable(s) (including any additional charges for shipping facilitated by Blueprint 52) may be set out in the Order Form. Blueprint 52 will endeavor to ship or make available for pick-up the Deliverable(s) within any time designated in the Order Form but will not be liable for any delay in transit or for a failure to timely ship under any circumstances. Blueprint 52 reserves the right at any time to refuse any carrier requested or preferred by Customer. If applicable, and if Customer elects to collect the Deliverable(s) from Blueprint 52's designated location, Blueprint 52 will confirm the location, date and time for collection with Customer in writing (including email) prior to Customer arriving at Blueprint 52's location.
7. Title
Title and risk in the Deliverable(s), such as loss and damage, pass to Customer FOB Origin on transfer of ownership occurring at shipment or collection of the Deliverable(s) by Customer.
8. Limitation of Liability
All guarantees, terms, conditions, warranties, undertakings or representations, express or implied, in any way relating to this agreement are excluded to the maximum extent permitted by law. Blueprint 52's liability for breach is limited to (at blueprint 52's sole discretion) the repair or replacement of the deliverable(s) or a refund of the price paid by customer for the deliverable(s). Except for any liability that blueprint 52 may not exclude pursuant to applicable law, blueprint 52's liability for all claims arising under this agreement, whether in contract, tort (including without limitation negligence), equity, under statute, under an indemnity, or on any other basis, is limited to an amount equal to the amount paid by customer pursuant to the applicable order form. Except for any liability that blueprint 52 may not exclude pursuant to applicable law, blueprint 52 is not liable for any consequential, indirect or special loss or damage, loss of profits, loss of business, business interruption, or any cost or amount that customer is or becomes liable for arising out of any loss suffered by third parties, under or relating to this agreement or the deliverable(s), whether in contract, tort (including without limitation negligence), in equity, under statute, under an indemnity, or on any other basis, whether or not such loss or damage was foreseeable and even if customer advised blueprint 52 of the possibility of the loss or damage.
9. Indemnity and Release
Customer agrees to indemnify and shall indemnify, and hereby releases, Blueprint 52 against all liability, claims, damage, loss, cost and expenses (including, without limitation, legal fees, costs and disbursements, on a full indemnity basis) in respect of personal injury, damage to tangible property, or any other claim by Customer or a third party, each in respect of the Deliverable(s) and/or the use of the Deliverable(s).
10. Force Majeure
Blueprint 52 will not be liable for the consequence of any circumstance reasonably beyond Blueprint 52's control ("Force Majeure Event"), which affects its obligations under this Agreement. In the event of a Force Majeure Event that causes a delay in the manufacturing and/or shipment of the Deliverable(s), such deadline or timeline will be tolled for the same amount of time that such delay is caused by the Force Majeure Event.
11. Intellectual Property
Customer acknowledges that at all times all intellectual property including, but not limited to, designs, techniques, methods of manufacture, photographs, specifications, artwork, text, patented and patent-pending inventions and registered designs remain the property of Blueprint 52. Customer must not knowingly cause or allow any intellectual property belonging to Blueprint 52 in connection with the Deliverable(s) to be reverse engineered, copied or breached in any manner. Blueprint 52 may be entitled to compensation for any loss of royalties, damages and/or costs arising from the breach of Blueprint 52's intellectual property rights by Customer.
12. Privacy Policy
Blueprint 52 may collect personal information in dealings with Customer, provided, however, that Blueprint 52 will abide by Blueprint 52's privacy policy, located at https://www.Blueprint52.io/privacy-policy.
13. Governing Law
This Agreement will be governed by and will be construed and enforced in accordance with the laws of the United States and the State of Nevada applicable to agreements entered into and performed within such State, without reference to the conflicts-of-law principles of such State.
14. Arbitration
Any dispute between Blueprint 52 and Customer regarding any matter related to or arising out of the Agreement or any Deliverable(s) (an "Arbitrable Dispute") shall be resolved by binding, confidential arbitration in Clark County, Nevada, by a single arbitrator from Judicial Arbitration & Mediation Services, Inc. ("JAMS"), who must be a retired judge, having served on any federal court located in California or Nevada, or the Los Angeles or Las Vegas superior court, or a higher court of the states of California or Nevada. The rules and procedures for JAMS, including JAMS' Emergency Relief Procedures, shall govern the proceedings, including the selection of the arbitrator. Blueprint 52 and Customer each hereby waive any claim that Las Vegas is an inconvenient forum, or that either personal or subject matter jurisdiction is lacking in Las Vegas, Nevada. Without limiting the generality of the foregoing, the Blueprint 52 and Customer each agree that all questions as to whether or not an issue constitutes a dispute subject to arbitration under this section, shall be resolved by arbitration in accordance with this section. The arbitrator shall have the power to impose any sanction against any party permitted by Nevada law. The filing and prosecution by any party in any court of an action alleging any Arbitrable Dispute is a breach of this Agreement, and the non-breaching party shall be entitled to recover damages for such breach through an arbitration pursuant to this paragraph. The occurrence of such arbitration proceedings shall be maintained as confidential information of each of Blueprint 52 and Customer. The arbitrator shall render a single written decision setting forth an award and stating with reasonable detail the reasons for the decision reached. Any award issued as a result of such arbitration shall be final and binding, and a judgment rendered thereon may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to an award of reasonable attorneys' fees and costs, in addition to any other relief to which such party may be entitled.
15. General
Customer is not entitled to set off against or deduct from the Purchase Price or any amounts due to Blueprint 52 under the Agreement any sums owed or claimed to be owed to Customer by Blueprint 52. This Agreement and all of the terms and provisions hereof are binding upon and will inure to the benefit of Blueprint 52 and the Customer and their respective successors and assigns; provided, however, that Customer shall not assign this Agreement to any person, corporation or other entity without the prior written consent of Blueprint 52. The failure or delay of a party to insist on strict adherence to any term of this Agreement will not be considered a waiver of, or deprive that party of the right thereafter to insist on strict adherence to, that term or any other term of this Agreement. No waiver of any breach of default of the other party shall be construed as a continuing waiver of the same or any other breach or default under this Agreement. Any applicable Order Form may be executed in counterparts, with each counterpart being deemed to be an original, but with all counterparts together constituting one and the same Order Form. Any signature page delivered electronically (including, without limitation, transmission by email or .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., DocuSign) shall be binding to the same extent as an original signature page.
