Terms of Service

The basics

These Terms of Service ("Terms") govern your access to and use of the websites, online tools, ordering platforms, and decoration, printing, fulfillment, and distribution services (collectively, the "Services") offered by POW Ink [ATTORNEY REVIEW — entity form], a North Dakota limited liability company ("POW Ink," "we," "us"). By accessing the Services, requesting a quote, submitting an order, or accepting a proof, you ("you," "Customer") agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent that you have the authority to bind that entity, and "you" refers to that entity. If you do not have that authority, or if you do not agree to these Terms, do not place an order or use the Services.

These Terms, together with any written quote, order acknowledgment, proof approval, statement of work, or signed agreement we deliver to you (each, an "Order Document"), form the entire agreement between you and POW Ink. If an Order Document conflicts with these Terms, the Order Document controls for that specific order; everything else stays governed by these Terms.

Who we are

POW Ink [ATTORNEY REVIEW — confirm entity name and form on finalize] is organized under the laws of the State of North Dakota with its principal place of business at 214 19th Avenue NW, Watford City, North Dakota 58854. We operate as a credentialed Advertising Specialty Institute (ASI) distributor and provide commercial decoration, printing, branded apparel, signage, and promotional-products distribution services through ten subject-matter-specialist divisions.

References in these Terms to "POW Ink" include our employees, contractors, sales representatives, division leads, and authorized agents acting within the scope of that engagement.

Who can use POW Ink

You must be at least 18 years of age and legally competent to enter into a binding contract to use the Services. By placing an order or accepting a proof, you represent and warrant that you meet these requirements.

The Services are intended for use by businesses, educational institutions, government and tribal entities, nonprofit organizations, political committees, religious organizations, and adult individuals ordering for commercial, organizational, event, or personal-business purposes. The Services are not directed to children under 13, and we do not knowingly collect information from children. If you believe a child has provided information to us, contact privacy@powink.com and we will delete it.

If you are placing an order on behalf of a school district, municipality, utility, tribe, federal entity, or other government or tax-exempt buyer, you represent that you have the authority to commit that entity to this purchase, and you will provide any exemption or authorization documentation we reasonably request.

How orders work

Quotes. Written quotes are valid for thirty (30) days from issue unless we state otherwise in writing. Pricing on the public website, catalog tools, and supplier-side ASI pages is informational only and does not constitute an offer. We reserve the right to correct typographical, computational, or pricing errors prior to order acceptance.

Order acceptance. No order is binding on POW Ink until (a) we issue a written order acknowledgment, sales order, or invoice referencing the order, or (b) you provide written proof approval, whichever occurs first. We may decline any order in our sole discretion, including for capacity, credit, content, or supplier-availability reasons.

Proofs. Most orders include a digital, physical, or photographed pre-production proof. Your proof approval is binding. Once you have approved a proof in writing (including by email, signed PDF, or platform confirmation), we are authorized to produce the order as approved. Production may begin immediately upon approval, and changes thereafter may not be possible or may incur additional charges.

Customer responsibility on proof review. You are responsible for reviewing every proof for spelling, grammar, color expectations within stated tolerances, product selection, sizing, decoration placement, quantities, ship-to addresses, and any other order specification. Errors that pass through proof approval will be reproduced as approved. If POW Ink-introduced error is identified after production, we will work with you in good faith on remedy under Section 8.

Color. Decoration and substrate colors will reasonably approximate the approved proof but cannot be guaranteed to match exactly across substrates, batches, dye lots, screen calibrations, or decoration methods. Pantone (PMS) matching is offered on most decoration methods within industry-standard tolerance; exact Pantone match is available only on specifically quoted programs.

Production and lead times

Standard production lead times are stated on each Order Document and measured from the later of (a) your written proof approval and (b) our receipt of any required deposit. Rush production windows are offered selectively, are subject to in-stock availability, and must be expressly confirmed in writing by your division rep before the order is placed.

Stated lead times are estimates, not guarantees. Lead times are extended by, and POW Ink is not liable for delays caused by, any of the following: customer-side delays in proof approval, payment, or shipping-address confirmation; supplier or manufacturer backorders, allocations, or quality-rejection re-runs; freight-carrier delays; weather events affecting our facility, supplier facilities, or transit lanes; labor actions; force-majeure events as described in Section 17; or government action.

If a stated lead time materially slips for reasons within our control, your remedies are limited to (i) waiting for completion, (ii) cancellation of the affected portion of the order with refund of amounts paid for the cancelled portion (less work-in-progress costs incurred), or (iii) such other remedy as we mutually agree in writing. [ATTORNEY REVIEW — verify alignment with ND UCC remedies under N.D.C.C. ch. 41-02]

Shipping and risk of loss

Unless your Order Document specifies otherwise, shipping is FOB origin (point of fulfillment). Title and risk of loss pass to you when the goods are tendered to the carrier. All freight, fuel surcharges, residential-delivery fees, lift-gate fees, and applicable accessorial charges are your responsibility unless the Order Document states they are included in the unit price.

You must inspect each shipment promptly upon receipt. Visible damage, shortage, or carrier-side error must be reported to POW Ink within five (5) business days of delivery, with photographs of the damaged goods and the shipping carton. Concealed damage must be reported within fifteen (15) business days. POW Ink will assist with carrier-claim filings but cannot adjudicate carrier liability. Failure to report within these windows waives the right to a freight-claim-based remedy.

POW Ink offers multi-location and split-shipment fulfillment, drop-shipping (including triggered single-piece drop-ship programs for real-estate closing gifts and similar use cases), supplier-direct routing, and load-in-day routed delivery for events. Specific routing terms will be on the Order Document.

Pricing, payment, taxes

Pricing. All pricing is in U.S. dollars unless otherwise stated. Prices are subject to change without notice for orders not yet acknowledged in writing. We reserve the right to pass through documented supplier price increases on long-lead programs if the increase is announced after our quote and before our acknowledgment; in that case, we will notify you and you may approve the revised pricing or cancel the affected portion without penalty.

Deposits. Most custom production orders require a deposit (typically 50% of order total) before production begins. Specific deposit terms are stated on each Order Document.

Net terms. Open invoice terms (typically Net 15 or Net 30) are available to approved accounts following credit review. Until terms are approved, payment is due in advance of production. Approved-account terms may be revoked or modified by POW Ink at any time based on payment history, credit changes, or order size.

Late payments. Invoices not paid by the stated due date will accrue interest at the lesser of (a) one and one-half percent (1.5%) per month or (b) the maximum rate permitted under North Dakota law [ATTORNEY REVIEW — confirm against current N.D.C.C. § 47-14-09 cap], plus actual collection costs and reasonable attorneys' fees. POW Ink may suspend production or shipment on any account with past-due balances.

Taxes. Customer is responsible for all applicable sales, use, excise, value-added, and similar taxes on the Services, except for taxes based on POW Ink's net income. Tax-exempt entities must provide a valid exemption certificate; once on file, all future orders are tagged accordingly. Charge-backs for tax-exempt status are not retroactive once an invoice is paid.

Payment methods. We accept ACH, business check, and wire transfer on all accounts; credit card payment is available with applicable processing surcharge as disclosed on the invoice. [ATTORNEY REVIEW — confirm credit-card surcharge disclosure complies with ND surcharge rules]

Cancellations, returns, remakes

Custom-decorated goods are non-returnable. All decorated, printed, embroidered, engraved, dye-sublimated, or otherwise customized goods are made-to-order for you. Once produced, they have no resale value to POW Ink or to third parties. Accordingly, custom-decorated goods are not eligible for return, refund, or credit except as provided in this section.

POW Ink-introduced error. If a manufacturing, decoration, or fulfillment error is introduced by POW Ink — meaning the delivered goods materially deviate from the approved proof in a way not within stated industry-standard tolerance — POW Ink will, at its option, remake or refund the affected goods. You must notify us within fifteen (15) business days of delivery, with photographs and identification of the specific deviation. Return of the defective goods may be required at our cost.

Customer-approved error. Errors visible in an approved proof — including typos, color choices, font selections, placement, sizing, and product specification — are not eligible for free remake or refund. We will assist with a remake at cost. This is the single most common source of order disputes; review every proof carefully.

Cancellations. You may cancel an order in writing prior to proof approval at no charge, except for any non-refundable supplier or art-charge costs already incurred. After proof approval and before completion of production, cancellation is permitted only if POW Ink consents in writing, and you will be invoiced for all materials, supplier deposits, art charges, and labor costs incurred to the point of cancellation, plus a fifteen percent (15%) restocking and order-handling charge on stock components where applicable. After production is complete, orders cannot be cancelled.

Overruns and underruns. The promotional-products industry standard permits production overruns and underruns of up to ten percent (10%) of the ordered quantity. POW Ink will invoice or credit the actual delivered quantity at the per-piece price. If you require an exact-quantity guarantee, this must be stated in the Order Document and may carry additional charges.

Your artwork and your warranties

License to use customer content. You grant POW Ink a non-exclusive, royalty-free, worldwide license to reproduce, decorate, print, modify (only as necessary for production), store, and ship the artwork, logos, photographs, text, trademarks, design elements, and other materials you provide to us (collectively, "Customer Content") solely for the purpose of producing and fulfilling your order.

Customer warranties on Customer Content. You represent and warrant that:

• You own or have all necessary rights, licenses, consents, and permissions to use the Customer Content and to authorize POW Ink to use it as described in these Terms;
• The Customer Content does not infringe, misappropriate, or violate any third party's copyright, trademark, trade dress, patent, right of publicity, right of privacy, moral right, or any other intellectual-property or proprietary right;
• The Customer Content does not contain defamatory, libelous, obscene, harassing, or unlawful material;
• Any depictions of identifiable persons are used with the consents required by applicable right-of-publicity laws;
• Any use of celebrity names, likenesses, or branded references is properly licensed or constitutes lawful fair use;
• If the Customer Content is being printed for use in a political campaign, advocacy effort, ballot measure, or similar activity, all applicable federal, state, and local disclaimer, attribution, and disclosure requirements (including FEC and applicable state requirements) are met within the Customer Content as supplied — POW Ink does not write, vet, or add political disclaimers; and
• You have authority to enter into this license on behalf of any third party whose materials are included in the Customer Content.

POW Ink does not police Customer Content. We do not pre-clear, vet, or approve Customer Content for IP rights, defamation risk, or political-disclaimer compliance. We may, however, decline to print Customer Content under Section 11 if it falls within categories we will not produce.

Art retention. POW Ink retains digital artwork files associated with your account for repeat-order convenience for a period of two (2) years after last order activity, after which files may be deleted. We do not store or transmit your artwork to third parties except as necessary for supplier-routed production and fulfillment.

ASI and supplier routing. Many orders are produced through ASI-credentialed suppliers and contract decorators. Customer Content is transmitted to those suppliers only as necessary to produce your order. Section 9's warranties extend to that transmission.

Our brand and content

POW Ink and its licensors retain all right, title, and interest in and to the "POW Ink" name and logo, all division names (including "Protecting Our Workers," "Psychology Of Working," "Psychology Of Winners," "Party On Weekends," "Property Owners Win," "Pride Our Way," "Power Of Wheels," "Pulse Of Wonder," "Pulling Off Wonders," and "Protecting Our Ways"), the doubled-acronym naming system, this website's copy, illustrations, division illustrations, photography, and other proprietary content (collectively, "POW Ink Content").

Nothing in these Terms grants you any right, title, or interest in POW Ink Content other than the limited right to view the website for the purpose of evaluating, requesting, placing, and managing orders. You may not copy, reproduce, distribute, frame, scrape, mirror, or create derivative works from POW Ink Content without our prior written permission.

Customer reference. Unless you tell us in writing not to, we may reference you as a customer in our portfolio, case studies, and marketing — including identifying you by name, displaying photographs of decorated goods produced for you, and describing the program at a high level. We will not disclose pricing or confidential program details. You may opt out at any time by writing to legal@powink.com.

What we won't print

POW Ink reserves the right, in its sole discretion, to decline or terminate any order if the Customer Content, intended use, or surrounding context includes or supports any of the following:

• Content that infringes, misappropriates, or violates third-party intellectual-property or publicity rights;
• Hate symbols, white-nationalist or neo-Nazi imagery, or content advocating violence against any individual or group based on race, ethnicity, national origin, religion, sex, gender identity, sexual orientation, or disability;
• Doxxing material — content displaying private personal information of identifiable individuals without their consent;
• Sexually explicit imagery, or any depiction sexualizing minors (the latter being grounds for permanent account termination and applicable reporting);
• Counterfeit, replica, or knockoff goods presented as authentic;
• Content promoting goods or services that are illegal under federal law where produced, regardless of state-level legality, except where POW Ink has a specifically credentialed division program in place (e.g., state-licensed cannabis dispensary merchandise produced under state-compliant labeling);
• Materially false health, safety, financial, electoral, or scientific claims;
• AI-generated likenesses of real, identifiable, non-consenting persons (deepfakes);
• Sponsor or "ally" merchandise for entities POW Ink judges, in its discretion, to be making demonstrably performative use of community symbols (see the Pride Our Way division's stated policy);
• Any order whose production would, in our reasonable judgment, expose POW Ink, a supplier, or a contract decorator to material legal or reputational risk.

If we decline or terminate an order under this section, we will refund any deposit paid less actual third-party costs already incurred (art, sample, deposit-bound supplier work). We are not obligated to explain a declination beyond identifying the category above that applies.

Warranties and disclaimers

Limited workmanship warranty. POW Ink warrants that Services performed by us will be performed with commercially reasonable care and in substantial conformance with the approved Order Document and proof. The remedies for breach of this warranty are limited as described in Section 8 (remake or refund of the affected goods).

Disclaimer of other warranties. EXCEPT AS EXPRESSLY STATED IN THESE TERMS AND EXCEPT FOR ANY NON-DISCLAIMABLE WARRANTIES UNDER NORTH DAKOTA LAW [ATTORNEY REVIEW — confirm non-disclaimable warranty scope under N.D.C.C. ch. 41-02 (UCC) and consumer-protection statutes], THE SERVICES AND ANY GOODS PRODUCED ARE PROVIDED "AS IS" AND "AS AVAILABLE." POW INK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

Substrate-specific disclaimers. Certain decoration methods involve substrate-specific risks not within our control — for example, dye-migration on polyester, color-shift on FR-rated fabrics, and adhesion variation on coated or treated surfaces. We will advise you of known risks at the time of quoting; the risk of substrate-driven variation outside stated industry tolerances remains with you once the proof is approved.

Safety-rated apparel. Where you order ANSI/ISEA hi-vis, NFPA 2112 FR-rated, or other safety-rated apparel, we decorate using methods documented to preserve the rating. You remain responsible for verifying that the rating, as decorated, meets the specifications of your end-use program, including any specifications imposed by your customer, your insurer, or applicable regulators.

Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

(A) IN NO EVENT WILL POW INK, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES — INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, EVENT-DATE LOSSES, OR ADVERTISING-CAMPAIGN VALUE — ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR ANY ORDER, EVEN IF POW INK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) POW INK'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO ANY ORDER WILL NOT EXCEED THE AMOUNT PAID BY YOU TO POW INK FOR THAT SPECIFIC ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(C) THE LIMITATIONS IN THIS SECTION 13 APPLY REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), AND WILL SURVIVE TERMINATION OR EXPIRATION OF THESE TERMS.

Some jurisdictions do not allow limitation of certain damages; to the extent applicable law does not permit the limitations above for your specific claim, those limitations will be enforced to the maximum extent permitted. [ATTORNEY REVIEW — confirm enforceability of liability cap and consequential-damage waiver under N.D.C.C. ch. 41-02 and applicable ND consumer-protection law]

Indemnification

You will defend, indemnify, and hold harmless POW Ink, its affiliates, suppliers, contract decorators, sales representatives, and their respective officers, employees, and agents (the "Indemnified Parties") from and against any third-party claims, actions, proceedings, losses, damages, liabilities, fines, settlements, and reasonable attorneys' fees and costs (collectively, "Claims") arising out of or related to:

• Your breach of any representation, warranty, or covenant in these Terms (including Section 9);
• Any allegation that Customer Content infringes, misappropriates, or violates a third party's intellectual-property, publicity, or privacy rights;
• Any defamatory, unlawful, or non-compliant content within Customer Content (including political disclaimer non-compliance);
• Your end use of the goods produced (including any product-liability claim where the underlying claim does not arise from a manufacturing or decoration defect introduced by POW Ink);
• Your violation of any applicable law or regulation in connection with the order.

POW Ink will promptly notify you of any Claim subject to indemnification. We may participate in the defense with counsel of our own choosing at our own expense; we will not settle any Claim that imposes an admission of liability or a non-monetary obligation on you without your prior written consent.

Disputes and governing law

Good-faith negotiation. Before initiating any legal proceeding, you and POW Ink will attempt in good faith to resolve any dispute by written notice to legal@powink.com (for claims against POW Ink) or to your contact of record at the relevant division (for claims by POW Ink), followed by at least thirty (30) days of good-faith discussion. The thirty-day window does not bar a party from seeking immediate injunctive or other equitable relief where necessary to prevent irreparable harm.

Governing law. These Terms, any Order Document, and any dispute arising out of or related to them or the Services will be governed by and construed in accordance with the laws of the State of North Dakota, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Venue. Any action or proceeding not resolved through negotiation will be brought exclusively in the state courts of McKenzie County, North Dakota, or in the United States District Court for the District of North Dakota, and each party irrevocably consents to the personal jurisdiction and venue of those courts.

Jury trial waiver. EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR ANY ORDER. [ATTORNEY REVIEW — confirm jury-waiver enforceability under ND law and consider arbitration alternative]

No class actions. Each party may bring claims only on an individual basis, and not as a plaintiff or class member in any purported class, consolidated, representative, or private-attorney-general proceeding. [ATTORNEY REVIEW — confirm class-waiver enforceability in ND, especially for any consumer-facing scenarios]

Limitations period. Any claim arising out of or related to these Terms or the Services must be brought within one (1) year after the cause of action arises, except where applicable law prohibits shortening of the statutory period, in which case the applicable statutory period applies. [ATTORNEY REVIEW — confirm enforceability of contractual one-year limit against ND statute of limitations]

Changes to these terms

POW Ink may update these Terms from time to time. The "Last updated" date at the top of this page indicates when the current version became effective. For material changes — including changes to dispute resolution, liability limits, indemnification, payment terms, or content restrictions — we will post the revised Terms at least thirty (30) days before they take effect and, if you have an account on file, send notice to your account email.

Your continued use of the Services or placement of orders after the effective date of a revision constitutes acceptance of the revised Terms. If you do not accept a revision, your remedy is to stop using the Services. Orders already placed remain governed by the Terms in effect at the time of order acknowledgment.

Miscellaneous

Entire agreement. These Terms, together with any Order Document and any other written agreement signed by both parties, constitute the entire agreement between you and POW Ink and supersede all prior or contemporaneous understandings, representations, and agreements relating to the Services.

Severability. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to be enforceable, and the remaining provisions will continue in full force.

No waiver. No failure or delay by POW Ink in exercising any right under these Terms operates as a waiver of that right. No waiver is effective unless in writing.

Assignment. You may not assign these Terms or any Order Document, in whole or in part, without POW Ink's prior written consent. POW Ink may assign these Terms in connection with a merger, acquisition, sale of substantially all of its assets, or similar transaction, without your consent.

Force majeure. Neither party is liable for failure or delay in performance caused by events beyond reasonable control — including acts of God, severe weather (including the kinds of weather routinely encountered in the upper Great Plains), wildfire, flood, earthquake, war, terrorism, civil unrest, pandemic, government action, labor disputes affecting freight carriers or suppliers, or supplier or carrier failure — provided the affected party promptly notifies the other and uses reasonable efforts to mitigate.

Independent contractors. POW Ink and Customer are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship.

Notices. Notices to POW Ink under these Terms must be sent to legal@powink.com with a copy to the mailing address in Section 18. Notices to you may be sent to your account email or to the email address on file for the relevant order.

Headings. Section headings are for convenience only and do not affect interpretation.

Contact

Questions about these Terms, or formal legal notices, should be sent to: