PRINTCLOUD INC. – TERMS OF SERVICE

 Last Updated: November 2025

Welcome to Printcloud Inc. ("Printcloud," "we," "us," or "our"). These Terms of Service ("Agreement") govern your access to and use of our website (the "Site"), our e-commerce platform, and any manufacturing, printing, large-format signage, custom fabrication, production, or installation services we provide (collectively, the "Services").

By creating an account, placing an order, approving a quote, or utilizing our Services, you ("Customer," "Client," "you," or "your") agree to be legally bound by this Agreement.

1. E-Commerce Accounts & Website Use

1.1 Account Security

To access certain features or place orders on our platform, you may be required to create a user account. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities, orders, and financial transactions that occur under your account.

1.2 Platform & Pricing Errors

While we make every effort to ensure accuracy on our e-commerce platform, typographical errors, system glitches, or automated pricing calculation bugs may occur. Printcloud reserves the right, at its sole discretion, to cancel, refuse, or adjust any order placed under an incorrect price. If your credit card or account has already been charged, we will issue a full refund or credit for the incorrect amount and cancel the order.

2. File Submission, Artwork & Proofing

2.1 Customer Responsibility for Files

Printcloud is a custom manufacturing service. You are entirely responsible for the content, accuracy, layout, and configuration of all files and artwork submitted to our platform. We do not edit, proofread, or check your files for:

• Spelling, grammatical, or typographical errors.

• Low-resolution or pixelated images.

• Incorrect file setups (including missing bleeds, safety zones, orientation, or crop marks).

• Color space mismatches (e.g., files submitted in RGB that automatically convert to CMYK).

2.2 Proof Approvals

If a digital or physical proof is provided to you for review, your approval (whether via email, text, or a click-wrap checkbox on our Site) constitutes a binding confirmation that the layout and text are correct. Printcloud will not be held liable for any production errors present in a proof that you have approved.

2.3 Intellectual Property & Indemnity

By uploading or submitting any text, logos, trademarks, or graphic designs, you warrant that you possess all legal rights, permissions, and licenses required to reproduce and manufacture those materials. You agree to unconditionally indemnify, defend, and hold Printcloud Inc. harmless from and against any legal claims, losses, or expenses arising from any alleged trademark or copyright infringement related to your order.

3. Order Processing, Payments & Late Fees

3.1 Payment Terms

For all standard e-commerce orders, payment must be processed in full at the time the order is submitted. For custom contracts, corporate accounts, or authorized purchase orders, alternative payment schedules may be established solely via prior written agreement from an authorized Printcloud representative.

3.2 Late Payment Interest Policy

For any approved corporate accounts with post-production balances or net-payment terms:

Late Payment & Interest Policy: Interest on all past-due amounts will accumulate at a commercial rate of 3% per month (36% per annum), compounded monthly, calculated from the first day the invoice becomes overdue until it is paid in full. The Customer directly agrees to cover all collection costs, including reasonable legal fees on a substantial indemnity basis, incurred by us to recover outstanding balances.

3.3 Cancellations & Production Cut-Off

Because our products are highly customized, an order enters our automated production queue almost immediately after submission. To request a cancellation, you must contact support@printcloud.ca. Once an order has entered fabrication or production, it cannot be modified, canceled, or refunded.

3.4 Defect Claims & Remediation Standard

• Six-Day Claim Window: Any claims regarding manufacturing defects, short-shipments, or quality issues must be reported to support@printcloud.ca within six (6) calendar days of order delivery or installation completion.

• Proof of Defect: We reserve the right to require photographic proof or the physical return of the entire shipment to assess the claim. We will provide a prepaid shipping label for any requested returns.

• Remediation: We do not offer refunds, credits, or exchanges unless a clear manufacturing defect directly attributable to us compromises the functional utility of the product. Remediation (reprint, remanufacture, store credit, or refund) is executed solely at our discretion.

4. Corporate Accounts, Agencies, and Third-Party Orders

4.1 Authorized Purchasing & Apparent Authority

If you are placing an order, approving a quote, or managing a project as a third-party intermediary, advertising agency, broker, or agent on behalf of an underlying corporate client, brand, or end-user (the "Principal"), you expressly warrant that you possess the actual, apparent, and representative authority to bind that Principal to these Terms of Service.

4.2 Joint and Several Liability

For all business-to-business (B2B) transactions initiated by an intermediary agent or agency for a third-party client, the ordering agency and the underlying corporate Principal shall be jointly and severally liable for all financial obligations and invoice settlements.

The payment default, administrative failure, contract dispute, or insolvency of an intermediate agency does not absolve the Principal from liabilities directly billed to its corporate name or operational address. Printcloud retains the absolute right to collect outstanding balances directly from the corporate Principal who received the goods.

4.3 Ratification and Acceptance by Conduct

The delivery of custom products, signage, or materials to any address, facility, or location associated with the Principal—and the subsequent retention, installation, or utilization of those items in the Principal's business or operational activities—constitutes clear acceptance of the transaction by conduct. Whether the deliverables are received directly by the Principal or accepted via a third-party intermediary, the ultimate corporate beneficiary of the products assumes direct liability for all associated invoice costs upon receipt, deployment, or use.

5. Production Signage & On-Site Installation Services

5.1 Site Access & Disruption Fees

If installation services are included in your order, you are responsible for ensuring that the venue or job site is fully accessible, structurally sound, clear of obstructions, and safe for our crews at the scheduled time. If an installation crew is turned away or delayed due to site unreadiness, venue lockouts, or scheduling shifts caused by the Customer, a site disruption fee and additional labor rates will apply.

5.2 Permits, Code Compliance & Authorizations

Unless explicitly specified in your written quote, the Customer holds the sole structural and legal responsibility to secure all required municipal permits, landlord approvals, architectural stamps, and local zoning clearances. Printcloud assumes no liability for fines, structural removals, or disputes stemming from unpermitted signage requested by the Customer.

5.3 Sub-Surface Utilities & Hidden Obstructions

The Customer must clearly mark and disclose in writing the location of all hidden in-wall utilities, electrical lines, water pipes, or structural impediments at the installation site prior to the arrival of our crew. Printcloud will not be held liable for property damage or utility line ruptures caused by drilling or anchoring into surfaces where hazards were un-marked or un-disclosed.

5.4 Weather Dependencies

Outdoor signage installations are subject to environmental conditions. Printcloud reserves the right to reschedule installations to protect crew safety and material integrity during adverse weather events (e.g., high winds, severe precipitation, extreme cold) without incurring liability for client event delays.

6. Shipping, Logistics & Turnaround Times

6.1 Estimated Turnarounds

All production turnaround times and delivery dates stated on our website or quotes are estimates only. While we make every effort to meet deadlines, production variables can shift. Printcloud does not guarantee exact delivery dates and is not liable for costs associated with missed project timelines.

6.2 Third-Party Shipping Risks

Printcloud utilizes independent third-party logistics and shipping networks (e.g., FedEx, UPS, local couriers). We are not responsible or liable for any direct or indirect losses, business interruptions, or event delays resulting from shipping damages, weather exceptions, non-deliveries, or mis-routings caused by third-party carriers.

7. Intellectual Property Work Product

7.1 Creative Design Assets

All custom layouts, 3D renders, engineering concepts, or graphic design work product created by Printcloud's internal design team (collectively, "Designs") remain the proprietary property of Printcloud Inc. Your right to utilize these Designs is strictly limited to the finished physical products or signage installations we supply. You may not copy, modify, or transfer our design files to third parties, and we are under no obligation to provide editable source files (e.g., .AI, .PSD) unless previously agreed upon in a written contract.

7.2 Promotional Use

Printcloud reserves the right to document, photograph, or video-record any finished products, custom signage, or on-site installations we execute, and to display these images in our online portfolios, social media platforms, and marketing campaigns. You may opt out of this promotional use at any time by emailing a formal request to support@printcloud.ca.

8. Limitations of Liability & Warranties

8.1 General Disclaimer

We provide our products, e-commerce platform, and services on an "as-is" and "as-available" basis. Printcloud disclaims all express or implied warranties, including any warranties of merchantability, durability, or fitness for a particular commercial application.

8.2 Indirect & Consequential Damages

Under no circumstances shall Printcloud Inc. be held liable for any indirect, incidental, consequential, special, or punitive damages—including, without limitation, loss of business profits, event cancellations, venue fines, lost advertising revenue, or damage to brand reputation—even if we were advised of the possibility of such risks.

8.3 Absolute Liability Cap

The maximum collective liability of Printcloud Inc. for any claim, legal action, tort, or contract dispute arising out of this relationship shall never exceed the exact dollar amount paid by the Customer to Printcloud for the specific order giving rise to the claim.

9. General Legal Provisions

9.1 Governing Law & Electronic Acceptance

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any legal proceedings arising out of this Agreement shall be brought exclusively before the courts located in Toronto, Ontario.

Pursuant to the Ontario Electronic Commerce Act, 2000, your electronic interaction with our platform—including clicking "Place Order," checking an "I Agree" box, or electronically signing a production quote—constitutes full legal execution and acceptance of this Agreement.

9.2 Service Termination

We reserve the right, in our sole discretion, to reject any project, close an e-commerce user account, or cancel a production order at any time for any reason (including files containing hateful, illegal, or infringing imagery) without incurring liability to you or any third party.

9.3 Severability

If any single provision or section of this Agreement is found to be invalid or unenforceable by a court of law, that provision shall be severed, and all remaining components of this contract shall remain in full force and effect.

By utilizing the Printcloud website, processing a payment on our e-commerce platform, or authorizing a custom production estimate, you acknowledge that you have read, understood, and agreed to be legally bound by these Terms of Service.