By placing an order for Services with Best Buy, Client acknowledges receipt of these corporate branding services terms (“Terms”) and agrees to be bound by them. Client also agrees that its purchase of any products or services from Best Buy is made subject to the terms set forth at www.bestbuy.com/businessterms. Best Buy employees and agents have no authority to alter these Terms. For clarity, “Services” refers to any of the various corporate branding services offered by Best Buy to its business clients; “Client” refers to the business client ordering or receiving Services; and “Best Buy” refers to Best Buy Stores, L.P. These Terms are limited to those contained herein. Best Buy hereby rejects and will not otherwise be bound by any additional or different terms, whether printed or otherwise, in any Client purchase order or in any other communication from Client to Best Buy.
Design approval
Best Buy will provide Client with an Electronic Art Approval (“Proof”) showing placement of the logo, text or design (collectively “Content”) provided by the Client. Client agrees to review the Proof carefully and communicate any proposed changes or acceptance of the Proof to Best Buy. Best Buy will not proceed with any Services until Client has provided written acceptance of the Proof. Client understands that the Proof is not a guarantee of results and that, due to technical limitations, the final product may differ in some respects. Client further acknowledges that, for best results, the Content must be provided to Best Buy in the file format communicated by Best Buy. Client understands and accepts that Content provided in an alternate file format may have a negative impact on the final results.
Intellectual property
Client represents and warrants that any Content provided to Best Buy for use in the Services does not infringe on any trademark, copyright or other proprietary rights of any third party. By providing Content to Best Buy, Client grants to Best Buy the limited, non-exclusive, sub-licensable, perpetual, worldwide right and license to reproduce, display, distribute, modify, create derivative works of and otherwise use the Content for the purposes of allowing Client to design and order, allowing Best Buy and its service providers to fabricate for Client customized products and allowing Best Buy to market to Client additional customized products.
Content standards
Client agrees not to use the Services to create any material that Best Buy determines, in its sole discretion, to be pornographic, offensive, threatening, abusive, harassing, tortious, defamatory, obscene, harmful, indecent, libelous, invasive, slanderous, hateful, inciting or promoting the hate, harassment or discrimination against others based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease or immigration status or otherwise objectionable.
Cancellation of order by Best Buy
Best Buy may, in its sole and absolute discretion, cancel Client’s order at any time. In the event of cancelation by Best Buy, Client’s only remedy is a refund of fees paid to Best Buy for the cancelled order.
Services warranty
Best Buy warrants the Services for 30 days following Client’s receipt of the branded products. Best Buy bears no responsibility for correcting, curing or otherwise remedying any nonconformity or defect in the Services if the Services or any associated products are not maintained and operated under normal conditions by qualified personnel (if required) or have been altered, abused, misused or taken apart.
Disclaimer of warranties
EXCEPT AS EXPRESSLY STATED HEREIN, BEST BUY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY LAW, WITH RESPECT TO THE SERVICES WHICH ARE THE SUBJECT OF THIS AGREEMENT, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CLIENT EXPRESSLY AGREES THAT USE OF THE SERVICES IS AT CLIENT'S SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BEST BUY MAKES NO WARRANTY THAT THE SERVICES WILL MEET CLIENT’S REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR DOES BEST BUY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES. CLIENT UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT CLIENT'S OWN DISCRETION AND RISK AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CLIENT'S COMPUTER/SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENT FROM BEST BUY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY.
Client-owned products
In its performance of the Services, Best Buy may store certain Client-owned products (“Client-Owned Products”) on behalf of Client. IN SUCH EVENT, CLIENT AGREES THAT:
- BEST BUY SHALL ONLY BE LIABLE FOR ANY LOSS OR DAMAGE TO CLIENT-OWNED PRODUCTS RESULTING FROM THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF BEST BUY; AND
- SUCH LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE REPLACEMENT VALUE OF THE DAMAGED PRODUCT.
Best Buy’s responsibility for the Client-Owned Products shall end when Best Buy ships the Client-Owned Products from the Best Buy facility. In the event of order cancellation, Best Buy reserves the right to charge Client a storage fee for any Client-Owned Product remaining on Best Buy premises or to ship the Client-Owned Product to a location identified by Client at Client’s expense.
Limitation of liability
Client agrees that under no circumstances shall Best Buy be liable to Client or any other person or entity for any indirect, incidental, special or consequential damages, expenses, costs, profits, lost savings or earnings or other liability arising out of, or related to, the Services. To the extent applicable, it is Client’s responsibility to back up the software and data that is stored on Client’s devices prior to the Service, and Best Buy shall not be responsible at any time for any loss, alteration or corruption of any software, data or files. Best Buy’s maximum liability to Client arising from or related to the Services shall be limited to the sums paid by Client to Best Buy for the Services under the applicable order. No suit or action shall be brought against Best Buy more than one (1) year after the accrual of such cause of action.
Indemnification
Client agrees to indemnify, defend and hold harmless Best Buy (and its affiliates and their respective officers, directors, employees and agents) (collectively, the “Indemnified Party”) from and against any and all losses, costs, obligations, liabilities, damages, fees, judgements and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) that the Indemnified Party may suffer or incur arising out of or in connection with any third-party claims, actions, demands or suits (“Claims”) arising from:
- Client’s breach of this Agreement;
- Client’s failure to comply with applicable laws, regulations or ordinances;
- An assertion that any of the Services or Content, or the use or sale thereof by Best Buy as contemplated under these Terms, violates any intellectual property right or obligation.
Miscellaneous
Client acknowledges and agrees that:
- Failure to comply with any provision of these Terms may result in Best Buy terminating or suspending delivery of all or part of the purchase order;
- Client will not resell the Services, or any customized products obtained from Best Buy, directly or indirectly, to any local, state or federal government;
- Customized products are not returnable to BBY under any circumstance;
- These Terms are governed by the laws of the State of Minnesota, and
- The exclusive venue for any dispute arising under these Terms or Client’s use of the Services is the state or federal courts located in Hennepin County, Minnesota.