PROSPEC GLOVES LLC - EMBROIDERY & CUSTOM DESIGN POLICY
Effective Date: 12/31/24
Last Updated: 01/14/25
This Embroidery & Custom Design Policy ("Policy") governs all custom embroidery, logo uploads, design requests, and personalization services provided by ProSpec Gloves LLC ("ProSpec," "we," "us," or "our"). By submitting any custom design, logo, text, or image for embroidery or customization, you ("Customer," "you," or "your") agree to be legally bound by this Policy.
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1. ACCEPTANCE AND BINDING AGREEMENT
1.1 This Policy applies to ALL custom design orders, including but not limited to:
- Designs submitted through our online 3D configurator
- Logo files uploaded directly to our website
- Custom design requests submitted via email, phone, or other communication
- Mock-ups created by ProSpec staff based on customer requests
1.2 By any of the following actions, you acknowledge that you have read, understood, and agree to be legally bound by this Policy:
- Checking the acceptance box when uploading a design through our configurator
- Submitting a custom design request via email or other communication
- Approving a mock-up or design proof created by ProSpec
- Placing an order for any custom embroidered or personalized product
1.3 If you do not agree to this Policy, DO NOT submit any custom designs or place custom orders.
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2. PROSPEC'S ABSOLUTE RIGHT TO REFUSE SERVICE
2.1 Unrestricted Denial Right
ProSpec reserves the absolute, sole, and unrestricted right to refuse, reject, or deny ANY custom design, embroidery request, logo, text, image, or personalization for ANY reason or NO reason, at any time before production completion. This right may be exercised at ProSpec's sole discretion without explanation.
2.2 Prohibited Content
Without limiting Section 2.1, ProSpec specifically prohibits and will reject designs containing or depicting:
- Profanity, vulgar language, or obscene content
- Defamatory, libelous, or slanderous statements
- Hateful, discriminatory, or offensive symbols, images, or text based on race, ethnicity, religion, gender, sexual orientation, disability, or any protected class
- Sexually explicit or suggestive content
- Violence, weapons, or threats
- Illegal activities or drug-related content
- Terrorist organizations, hate groups, or extremist symbols
- Any content that, in ProSpec's sole judgment, could harm ProSpec's reputation, brand, or business relationships
- Any content that violates local, state, or federal laws
2.3 Trademark and Copyright Violations
Customer expressly agrees NOT to submit designs containing:
- Unauthorized trademarks, logos, or brand names of third parties, including but not limited to: professional sports teams, colleges/universities, corporate brands (Nike, Adidas, Under Armour, etc.), entertainment properties (Disney, Marvel, etc.), or any registered trademark without explicit written authorization from the trademark holder
- Copyrighted images, characters, artwork, or designs without proper licensing
- Celebrity names, likenesses, or signatures without authorization
- Any intellectual property owned by third parties unless Customer provides proof of authorization
Exception: Customers who possess written authorization from trademark/copyright holders must provide such documentation to ProSpec before order approval.
2.4 Quality and Technical Standards
ProSpec may reject designs that:
- Are of insufficient resolution or quality for embroidery production
- Contain technical specifications incompatible with our production capabilities
- Would result in poor product quality or customer dissatisfaction
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3. INTELLECTUAL PROPERTY WARRANTIES AND REPRESENTATIONS
3.1 Customer Warranties
By submitting any custom design, you represent, warrant, and guarantee that:
a) You are the original creator and owner of the design, OR you possess full legal authority and written permission to use, reproduce, and authorize embroidery of the design
b) The design does NOT infringe, violate, or misappropriate any third party's:
• Trademark, service mark, or trade dress
• Copyright or other intellectual property rights
• Right of publicity, privacy, or other personal rights
• Any contractual or legal obligations
c) You have obtained all necessary licenses, permissions, clearances, and authorizations required to use the design commercially
d) You possess the unrestricted right to grant ProSpec permission to reproduce, embroider, and display the design on products
e) The design complies with all applicable laws, regulations, and third-party rights
3.2 Commercial Use Rights
You expressly acknowledge and confirm that you have the full legal right to commercially use any logo, image, text, or design you submit for embroidery, and that such use will not violate any agreements, rights, or legal obligations.
3.3 Material Breach
Any misrepresentation or breach of the warranties in Section 3.1 or 3.2 constitutes a material breach of this agreement and may result in immediate order cancellation, legal action, and liability for all damages incurred by ProSpec.
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4. INDEMNIFICATION
4.1 Full Indemnification
Customer agrees to indemnify, defend, and hold harmless ProSpec Gloves LLC, its officers, directors, employees, agents, affiliates, contractors, and successors (collectively, "ProSpec Parties") from and against ANY and ALL:
- Claims, demands, lawsuits, actions, or proceedings
- Liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs)
- Arising from, related to, or connected with:
- Customer's submitted designs, logos, text, images, or customization requests
- Any breach of the warranties in Section 3
- Any infringement or alleged infringement of third-party intellectual property rights
- Any violation of applicable laws or regulations
- Customer's use of ProSpec's products with custom designs
4.2 Third-Party Claims
If any third party (including trademark holders, copyright owners, or other entities) asserts claims against ProSpec related to Customer's design, Customer agrees to:
a) Immediately assume full responsibility for the defense and resolution of such claims
b) Reimburse ProSpec for all legal fees, settlement costs, judgments, and expenses incurred
c) Cooperate fully in the defense of any such claims
d) Accept full liability for any damages awarded against ProSpec
4.3 Survival
The indemnification obligations in this Section 4 survive order completion, delivery, payment, and any termination of the customer relationship.
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5. DESIGN REVIEW AND APPROVAL PROCESS
5.1 Mandatory Review
ALL custom designs are subject to ProSpec's review and approval before production begins. ProSpec does not guarantee approval of any submitted design.
5.2 Review Timeline
ProSpec will make commercially reasonable efforts to review designs within 2-5 business days of order placement, but does not guarantee specific review timelines. Production timelines begin AFTER design approval.
5.3 Customer Responsibility for Accuracy
Customer is solely responsible for verifying the accuracy, spelling, formatting, and suitability of all submitted designs before production approval. ProSpec is not liable for errors in customer-provided content.
5.4 Proof Approval
For certain orders, ProSpec may provide a digital proof or mock-up for customer approval. Customer's approval of a proof does not waive ProSpec's right to subsequently deny the design under Section 2 if issues are discovered during production preparation.
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6. CONSEQUENCES OF DESIGN DENIAL
6.1 No Refunds for Denied Designs
If ProSpec denies a design after order placement, Customer is NOT entitled to a refund of the purchase price. Instead, Customer has the following options:
Option A: Submit an alternative design that complies with this Policy within 10 business days of denial notification. If the alternative design is approved, ProSpec will proceed with production.
Option B: Accept store credit equal to the full order amount, valid for 12 months from the date of issuance, to be used toward future ProSpec purchases.
6.2 No Partial Refunds
Customer acknowledges that custom orders require dedicated production resources and setup. No partial refunds, processing fee refunds, or cash refunds will be issued for denied designs.
6.3 Abandoned Orders
If Customer fails to submit an acceptable alternative design within 10 business days of denial notification, or fails to respond to ProSpec's communications, ProSpec will automatically issue store credit per Section 6.1(B) and consider the order closed.
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7. LICENSE GRANT TO PROSPEC
7.1 Limited License
By submitting a design, Customer grants ProSpec a limited, non-exclusive, royalty-free license to:
- Reproduce the design via embroidery on ordered products
- Display the design in production systems, proofs, and mock-ups
- Photograph finished products for quality control purposes
7.2 Marketing and Portfolio Use
Customer acknowledges that ProSpec may photograph finished custom products for:
- Internal quality control and training
- Social media, website, and marketing materials (unless Customer opts out in writing)
- Portfolio displays showing ProSpec's customization capabilities
If Customer objects to marketing use of their specific design, they must notify ProSpec in writing at the time of order placement.
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8. LIMITATION OF LIABILITY
8.1 Maximum Liability
To the fullest extent permitted by law, ProSpec's total aggregate liability arising from or related to any custom design order, regardless of the form of action (contract, tort, negligence, strict liability, or otherwise), shall not exceed the actual amount paid by Customer for that specific order.
8.2 Exclusion of Consequential Damages
ProSpec shall NOT be liable for any:
- Indirect, incidental, special, consequential, or punitive damages
- Lost profits, revenue, or business opportunities
- Reputational harm or goodwill losses
- Costs of substitute products or services
- Any damages arising from design denial, delays, or order cancellation
8.3 No Liability for Customer IP Violations
ProSpec expressly disclaims all liability for Customer's infringement or alleged infringement of third-party intellectual property rights. Customer bears sole responsibility for ensuring design compliance with all applicable laws and third-party rights.
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9. DISPUTE RESOLUTION
9.1 Governing Law
This Policy and all disputes arising from or related to custom design orders shall be governed by the laws of the Commonwealth of Virginia, without regard to conflict of law principles.
9.2 Binding Arbitration
Any dispute, claim, or controversy arising from or related to this Policy, custom design orders, or ProSpec's services shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
Arbitration Terms:
- Venue: Virginia
- Arbitrator: Single neutral arbitrator selected per AAA rules
- Governing Substantive Law: Virginia law
- Discovery: Limited to document exchange and depositions as permitted by arbitrator
- Award: Final and binding; enforceable in any court of competent jurisdiction
9.3 Waiver of Class Actions
Customer agrees to resolve disputes on an individual basis only and waives any right to participate in class actions, class arbitrations, or representative proceedings.
9.4 Exceptions
ProSpec may seek injunctive or equitable relief in court to:
- Protect intellectual property rights
- Enforce confidentiality obligations
- Prevent irreparable harm
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10. GENERAL PROVISIONS
10.1 Entire Agreement
This Policy, together with ProSpec's general Terms of Service and any order-specific agreements, constitutes the entire agreement regarding custom designs and supersedes all prior understandings.
10.2 Severability
If any provision of this Policy is found unlawful or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. All other provisions remain in full force.
10.3 No Waiver
ProSpec's failure to enforce any provision of this Policy does not constitute a waiver of that provision or any other rights.
10.4 Amendment Rights
ProSpec reserves the right to modify this Policy at any time. Changes become effective immediately upon posting to our website. Continued submission of custom designs after changes constitutes acceptance of the modified Policy.
10.5 Assignment
Customer may not assign or transfer any rights or obligations under this Policy. ProSpec may assign this Policy to any successor or affiliate.
10.6 Headings
Section headings are for convenience only and do not affect interpretation.
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11. CONTACT INFORMATION
Questions regarding this Policy should be directed to:
ProSpec Gloves LLC
1242 Reston Ave, Herndon VA 20170
support@prospecgloves.com
(703)-231-6314
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BY SUBMITTING A CUSTOM DESIGN OR PLACING A CUSTOM ORDER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THIS EMBROIDERY & CUSTOM DESIGN POLICY.
