Terms of Business
PLEASE NOTE! Your submission of any purchase order or payment, or acceptance of any goods or services from the Flag Research Center, will indicate your acceptance of these terms.
- APPLICABILITY All services and products purchased from or contracted with the Flag Research Center (hereafter Center) shall be subject to the following terms, unless modified in written form by mutual agreement between the Center and purchaser.
- OWNERSHIP All services and products are to be prepaid in the amount stated on the Centerís invoice. If payment is not timely received, the Center may withhold delivery or, in its discretion, make delivery and bill the purchaser. In either case, the purchaser may not make any use or disposition of any product or information provided by the Center until full payment therefore has been received by the Center. If the service purchased is a subscription, and the subscriber pays less than the full amount invoiced, the Center in its discretion may either cancel the subscription entirely or provide a prorated period of service.
- CONFIDENTIALITY The Centerís data concerning flags and flag-related publications and materials are proprietary confidential information and must be treated as such by the purchaser after delivery. The purchaserís employees may be made privy to such information only on a need-to-know basis. Confidentiality extends to all written and visual materials disseminated by the Center other than the contents of The Flag Bulletin. It includes, but is not limited to, Flag Specification Sheets, Current National Flags, and Special Research Reports; exact color designations according to standard color-matching systems; exact design descriptions and measurements; interpretations or rules of etiquette and protocol; exact wording of text; and artistic renditions of flags and other symbols. Such materials are not to be displayed, reprinted, loaned, sold, or shown to any third party or to the general public without the prior written permission of the Center. If the purchaser considers any information delivered to the Center to be proprietary, it must so identify it in writing at the time of delivery and the Center will make all reasonable efforts to preserve the confidentiality of such information.
- COPYRIGHT Copyright in all copyrightable materials delivered to the purchaser belongs to and will remain in the Center, subject to such non-exclusive rights of use as are clearly stated in the Centerís invoice and subject to these Terms of Business. Unless expressly provided in writing, the purchaser will have no right to sublicense any rights in such materials.
- REPRODUCTION RESTRICTIONS No reproduction by photographic, mechanical, or electronic means including scanning and digitizing for storage in any computer, video disk, DVD, CD-ROM, or other information-storage system may be made of material copyrighted to the Center without its prior written permission. Use of such material on the Internet is explicitly forbidden.
- AUTHENTICITY Information and opinions on any subject, presented in any oral, written, or graphic form, represent the best documentation and judgment of the Center at the time of their communication to a purchaser. While every reasonable effort has been made to insure the completeness and accuracy of all documentation, the Center does not provide corrections or updating except as specifically promised by separate agreement.
- LIABILITY In the event of error or misinterpretation on its part, the Centerís liability is limited to the pro-rated cost of the information involved. Reimbursement to a purchaser is expressly denied for any material for which a correction or updating has been issued by the Center prior to the purchaserís public use of the information, whether or not the purchaser had contracted for such updatings or corrections. In the case of a claim concerning error or misinterpretation made by the Center, the burden of proof of such an occurrence shall be on the purchaser. The Center expressly disclaims all warranties, including but not limited to any warranty of merchantability or fitness for a particular purpose.
- COMPLIANCE WITH CONTRACT BY THE CENTER In the absence of explicit written directions received when information is contracted for by a purchaser, the Center has complete professional discretion in determining what exact information constitutes a reasonable response to the inquiry or request of a purchaser and may, in its sole discretion, refuse to provide further information without the payment of additional fees. In the case of advertising purchased by the purchaser in any Center publication, the Center reserves the right to reject ad copy it deems for any reason unsuitable, and if such ad copy was received in a timely manner the Center will in that case refund the applicable purchase price. The Centerís obligations to run acceptable advertising will be satisfied by publication in the issue designated in the purchase order or invoice, regardless of the actual date of publication. If the Center at any time determines that a purchaserís anticipated use of Center material would be competitive with any product or service of the Center, the Center may in its discretion cancel the contract and refund to the purchaser any applicable portion of the purchase price.
- QUOTATIONS Fees for products and information quoted by the Center to potential purchasers are subject to written confirmation in its pro forma invoice or a purchase order from the purchaser accepted by the Center and in no event shall any quotation by the Center, oral or written, be valid for a period of more than 30 days without reconfirmation.
- PRICE CHANGES Subject to clause 9 above, prices for products or services offered by the Center are subject to change without notice.
- ANCILLARY CHARGES Except as otherwise expressly provided for by prior written agreement, all shipping charges (including courier delivery), import duties or tariffs, and bank fees associated with any products or services shall be paid for by the purchaser and not the Center.
- REFUNDS Products provided to a purchaser by the Center which arrive in defective or damaged condition will, upon notification of the purchaser and, if the Center so requests, receipt by the Center of sufficient proof of such damage or defect, be replaced by the Center without cost.
- RETURNS The Center is not liable for products or information returned for credit without its prior approval.
- ARTWORK SAMPLES Samples of artwork provided in any form to a potential purchaser by the Center must be returned on or before the stipulated loan date. If they are not they may, at the option of the Center, be considered as having been contracted by the potential purchaser for purchase and billed accordingly.
- IMPLIED CONTRACT Artwork, documentation (including specifications), and products sent in response to the request of a prospective purchaser are considered, in the absence of written confirmation by the Center to the contrary, to have been contracted for purchase and will be billed accordingly.
- USE OF CENTERíS NAMES AND LOGOS; ENDORSEMENTS Purchasers may not make use of the logotypes and/or names of the Center, its director, its products, and its services without prior written permission from the Center. Subscribers who have paid for the time period in question may, however, reproduce the following line in their advertising material or product without prior written permission: ď[Name of Purchaser] has used its best efforts to conform this product to specifications provided by the Flag Research Centerô, Winchester, Mass. 01890 USA. The Flag Research Center has not approved or endorsed this product.Ē No endorsement by the Center or its director, implied or direct, of any company, product, or service shall be made public in any form without prior written agreement by the Center on all terms.
- AVAILABILITY OF SERVICES When services are paid for by purchasers, they are provided by the Center only to the principals and employees of the purchaser and not to its subcontractors, customers, dealers or distributors, or other third parties.
- PARTIES AFFECTED Neither party may assign its rights or obligations without the otherís written consent. The Center and the purchaser and their respective assignees and legal successors in interest will be bound by these Terms of Business as a contract. No subcontractor, licensee, customer, dealer, or distributor of the purchaser will have any rights under this contract. Any dispute arising out of this contract will be governed by Massachusetts law and subject to the exclusive jurisdiction of courts situated in Massachusetts, and the prevailing partyís reasonable attorneyís fees will be reimbursed by the other party.