TERMS AND CONDITIONS OF SALE FOR SIENNA DIGITAL

Sienna Digital is located at 970 O’Brien Drive, Menlo Park, California and www.siennadigital.com

GENERAL TERMS

YOUR SUBMISSION OF ANY MATERIALS TO SIENNA DIGITAL FOR REPRODUCTION OR OTHER SERVICES CONSTITUTES AGREEMENT BETWEEN YOU (referred to as the CUSTOMER), AND SIENNA DIGITAL ON THE FOLLOWING TERMS AND CONDITIONS.

Prices, ordering and shipping
Prices to be charged for services and materials provided to Customer hereunder shall be as agreed upon at order placement.  Orders may not be canceled after Sienna Digital has begun processing or manufacturing. The customer is responsible for shipping charges, including any shipping up-grades required to accommodate a rush request. All quoted or acknowledged delivery dates (including those of rush orders) are estimated dates of delivery and are not guaranteed. Sienna Digital disclaims liability for delays in delivery and any resulting consequential damage or losses.

Sienna Digital cannot be held responsible for loss or damage to product once it has left our facilities. Shipping charges and risk of loss in transit shall be customer's sole responsibility. Sienna Digital reserves the right to make partial shipments when necessary. In the event that you fail to pay for your order when due or fail to accept delivery or to pick up the products within 60 days of completion, Sienna Digital will have the right to dispose of your finished product and materials.

Materials stored at Sienna Digital’s premises are not insured and are stored strictly at your risk. You agree to carry insurance coverage for your materials while at and in transit to and from Sienna Digital’s premises.                

Terms of payment/cancellations
Sienna Digital guarantees your satisfaction with art and content proofs. If we cannot satisfy you, Sienna Digital will refund the entire deposit amount if you elect to cancel the project. However, once proofs are approved you will be charged for all work and services performed, even if the project is subsequently cancelled. Customer shall pay 70% cash in advance with the placement of the order. The balance due prior to shipping. In addition, Customer is responsible for the ultimate payment of all taxes, insurance and any additional costs related to replication and shipping. Customer agrees to pay all collection costs, including reasonable attorney’s fees and court costs, if any, and other expenses, including expert witness fees and deposition transcripts, incurred by Sienna Digital in connection with any litigation or threatened litigation, including but not limited to , suit for collection of any monies due Sienna Digital. Sienna Digital reserves the right to refuse or cancel any order at any time.

Artwork/media content alterations
Submitted artwork and media content to Sienna Digital will be considered final.  Sienna Digital will not be held liable for errors or omissions in the customer-provided masters and art files.  All artwork/media revisions subsequently performed by Sienna Digital at customers’ request will incur fees for which customer will be billed additionally at a rate of $85 per hour or portion thereof in half hour increments. Modifications made after submission will also result in a delay of final product. Sienna Digital cannot be liable for any damage to, or loss of, materials in our possession.  Customer should keep in their possession an exact safety copy of all masters and artwork files; Shipping costs of defective product to Sienna Digital to be paid by customer. All pricing assumes that you are providing us with replication/duplication-ready materials in the correct format.  It is your responsibility to review the materials that you submit to us for accuracy and completeness.  All audio, CD-ROM and DVD content will be reproduced as submitted with no changes.

Artwork proofing
Sienna Digital will provide customer with electronic proofs of your artwork before going to press. Quoted packages include one set of PDF proofs. PDF proofs can only be used to check content and accuracy of layout, it is not a color proof, as monitor colors vary from computer to computer. If you wish to make changes after PDF proofs have been created, a re-submission fee will apply at a minimum of $25.

A printed (hard copy) proof of the graphic design files is available at an additional charge. A printed proof will give you a closer representation of the colors in your design files and how they will print. You can still expect a variation in color from hard copy proof to finished product, as they are not printed on the same equipment. You will need to return the printed proof to us. Once we receive the printed proof back from you the production timeline starts. We will use the printed proofs as a color reference during the actual print run, but we do not guarantee an exact or critical match. Sienna Digital warrants that materials it has produced and delivered meet Sienna Digital’s standard specifications for the product and meet generally accepted industry standards.

Because of differences in equipment, processing, proofing substrates, paper, inks, pigments, and other conditions between color proofing and printing press room operations, a reasonable variation in color between color proofs and the completed job shall constitute acceptable delivery.  We cannot guarantee an exact or “critical” color match. We cannot guarantee against occasional minor marks, also know as “printer’s hickeys” on the printing.  On-disc printing cannot be accurately represented by either paper or PDF proofs.  It is to be expected that a different result will occur on the disc face than on your proofs, they are printed on different surfaces (plastic vs. paper).  Due to the nature of silkscreen and offset printing, a reasonable color variation between discs will be considered acceptable.

WARRANTIES AND DISCLAIMER OF WARRANTIES.  SELLER DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES IN ANY WAY RELATING TO THE GOODS PURCHASED BY SELLER, WHETHER BASED ON BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT THAT THE GOODS SHALL MEET SELLER'S QUALITY STANDARDS.  Customer assumes all risk and liability resulting from the use of such goods, whether used singly or in combination with other goods.

Product Returns and Sienna Digital’s Liability
No claim of any kind, whether as to goods delivered or for non-delivery of goods for which such damages are claimed. In no event shall Seller be liable for lost profits or consequential damages. Seller neither assumes nor authorizes any person to assume for Seller any other liability in connection with the sale or use of the goods.

Any claims regarding manufacturing defects must be made in writing and sent to Sienna Digital within 30 days of receipt of product. You agree to return any defective product to Sienna Digital upon request. No merchandise may be returned to Sienna Digital without written return authorization from Sienna Digital. Prior to returning any product, you must obtain an RMA (return merchandise authorization) number from Sienna Digital. The RMA number must appear on the address label. Sienna Digital reserves the right to refuse delivery of any item returned without an RMA number.

Delay in performance
Sienna Digital shall not be liable for delay in performance caused by circumstances beyond the control of Seller, including without limitation, storm flood, act of God, fire, government action, labor strike or lockout or other labor trouble or shortage, or inability to obtain material, equipment or transportation. DELIVERY TIMES ARE ESTIMATES.

Anti-piracy policy
Sienna Digital maintains a strict anti-piracy policy in compliance with the standards set by the International Recording Media Association (IRMA).  This policy protects property rights owners from the unauthorized distribution of their product.  You are required to procure any and all copyrights, licenses and other legal clearances for material you submit to us for manufacture. You are also responsible for paying any and all royalties, licensing fees, or promotional fees for use of this material.  You agree to provide to Sienna Digital all applicable licensing and copyright information.

If Sienna Digital determines, or has reason to believe, that you do not have the authority to reproduce the product or materials provided, we will have no further obligation to provide any reproduction services and will return such product or material to you.  You will be billed for all work performed and all materials used up to that point.  We do not in any way assume an obligation to investigate or verify ownership of any and all intellectual property or other materials provided, and we will rely solely on your representation (implied with your order) and warranties, as provided on our Intellectual Property Rights (IPR) form.

You agree that, to your knowledge, no claims with respect to the materials being submitted are currently pending, or are threatened by any person.

You agree to indemnify and hold harmless Sienna Digital from all claims and expenses (including reasonable attorney’s fees) incurred by you in connection with, or arising from any claim by a third party based on any assertion that the services provide to you under this agreement breaches any proprietary rights of such third party or any breach of any representation or warranty set forth in this agreement or the Intellectual Property Rights form.

General
Sienna Digital reserves the right to distribute reserved copies of your printed product as samples to prospective clients and to use images of your art for marketing purposes.