ONLINE CUSTOM PRODUCTS AND SERVICES WEB SITE TERMS AND CONDITIONS OF USE; TERMS AND CONDITIONS OF SALE

Last updated: June 6th, 2021

I. WEB SITE TERMS AND CONDITIONS OF USE

1. INTRODUCTION

This Terms of Use Agreement (“Agreement”) is made by and between eLead Resources, Inc., an Illinois corporation, with offices at 111 W. Jackson Blvd, Suite 1700, Chicago, IL 60604 (“eLead”) and you (“you” or “your”). This Agreement contains the terms and conditions that govern your use of this Web Site.

BY ACCESSING, VISITING, BROWSING OR USING ANY PART OF THIS WEB SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEB SITE.

ELEAD RESERVES THE RIGHT, FROM TIME TO TIME, WITH OR WITHOUT NOTICE TO YOU, TO MAKE CHANGES TO THIS AGREEMENT IN ELEAD'S SOLE DISCRETION. CONTINUED USE OF ANY PART OF THIS WEB SITE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERSEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY CLICKING ON THE “TERMS OF USE” HYPERLINK LOCATED AT THE BOTTOM OF EVERY PAGE ON THE WEB SITE.

2. PRIVACY

Any information submitted on the eLead Web site is subject to our Privacy Policy, the terms of which are incorporated herein. Please review our Privacy Policy to understand our practices.

3. GENERAL RULES

A. You will comply with all of the terms and conditions of this Agreement and all applicable laws, regulations and rules when you use the eLead Service, which includes, but is not limited to the design, manufacture and/or sale of Products made to order through the Web Site and the methods, processes, tools and methods used to provide the eLead Service through the Web site, whether you just browse the Web Site, use its freely-available services, or become a Registered User.

B. eLead will provide the eLead Service only to persons and entities able to form legally binding contracts under applicable law. Without limiting the foregoing, minors are excluded from using the eLead Service.

4. OPENING AN ACCOUNT

A. To become a Registered User, you must provide eLead with accurate and complete contact and payment information if you open an account with eLead. If such information changes, you must update your account or notify eLead immediately.

C. Accounts are password protected and passwords are chosen by you at the time of registration. You will be responsible for all use of your password, including, without limitation, any use by any unauthorized third party. You must notify eLead immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify eLead immediately if you become aware of any other breach or attempted breach of the security of the eLead Service.

5. INTELLECTUAL PROPERTY RIGHTS

eLead solely and exclusively owns all title and interest in and to the eLead Service and/or Web Site, including but not limited to, the store URL and/or domain name for the Web Site, all derivatives and improvements thereof and all related documentation, images and materials. Additionally, eLead solely and exclusively has been granted a license to use all intellectual property and other rights, and you will not and shall not acquire any right, title or interest therein, under this Agreement or otherwise.

6. REPRESENTATIONS AND WARRANTIES

A. Each party represents and warrants to the other party (i) that it has the full power and authority to enter into and perform under this Agreement, (ii) the execution and performance by it of its obligations under this Agreement do not constitute a breach of or conflict with any other agreement or arrangement by which it is bound, or any applicable laws, regulations or rules, and (iii) this Agreement is a legal, valid and binding obligation of the party executing this Agreement, enforceable in accordance with its terms and conditions.

B. You represent and warrant to eLead that any content you submit to eLead will not infringe the copyright, trademark, patent, trade secret, privacy and publicity rights or other legal right of any third party.

7. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS

A. ELEAD PROVIDES THE ELEAD SERVICE ON AN “AS IS” BASIS. ELEAD DOES NOT REPRESENT OR WARRANT THAT THE ELEAD SERVICE OR ITS USE (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. ELEAD MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

B. THE THIRD-PARTY LINKS, SERVICES, RESOURCES AND INFORMATION THAT ELEAD PROVIDES ON OR MAKES AVAILABLE THROUGH THE WEB SITE ARE NOT CONTROLLED BY ELEAD. ACCORDINGLY, ELEAD MAKES NO WARRANTIES REGARDING SUCH THIRD-PARTY SERVICES, RESOURCES AND INFORMATION, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH THIRD-PARTY SERVICES, RESOURCES OR INFORMATION.

C. ELEAD WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE ELEAD SERVICE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

D. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

E. ELEAD DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM THE WEB SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ELEAD WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.

8. INDEMNIFICATION

You will indemnify and hold eLead and its employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the “Indemnified Parties”) harmless from any damage, loss, cost or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action (“Claim”) brought against any of the Indemnified Parties insofar as such Claim alleges facts or circumstances that would constitute a breach of any provision of this Agreement by you. If you are obligated to provide indemnification hereunder, eLead may, in its sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limitation of the foregoing, you will not settle, compromise or in any other manner dispose of any Claim without the consent of eLead. If you are obligated to provide indemnification hereunder, eLead may withhold any payment it is otherwise required to make to you as a set off against your indemnity obligations.

9. TERMINATION

A. In its sole and absolute discretion, with or without notice to you, eLead may (i) suspend or terminate your use of the eLead Service, (ii) terminate your account, and (iii) prohibit you from opening any new accounts.

B. If you are a Registered User, you may terminate your account for any reason at any time.

C. This Agreement will survive indefinitely unless and until eLead chooses to terminate it, regardless of whether any account you open is terminated by you or eLead.

D. If you or eLead terminate your account, or if eLead takes any action pursuant to Section 9A, eLead may delete any content or materials relating to your use of the eLead Service on eLead's servers or otherwise in its possession and eLead will have no liability to you or any third party for doing so.

10. THIRD-PARTY SERVICES

eLead may use third-parties to provide certain services. For example, the eLead payment processors are maintained by a third party. These services may have their own terms of use and other policies. You will be governed by such terms and policies as well as the terms of this Agreement.

11. ADDITIONAL TERMS

The following agreements, rules and policies contain additional terms and conditions that govern your use of the eLead Service. eLead reserves the right to make changes to such agreements, rules and policies at any time. Continued use of any part of the eLead Service constitutes your acceptance of such changes. Accordingly, you should review such agreements, rules and policies from time to time to become familiar with such changes. If the terms of any of the following conflict with the terms of this Agreement, the terms of this Agreement will govern and be given precedence.

A. eLead may collect and share your information as provided for in its Privacy Policy.

B. If you order and/or pay for Products, you do so in accordance with eLead's Terms and Conditions of Sale policy.

C. eLead will ship Products and accept returns in accordance with eLead's Terms and Conditions of Sale policy.

12. NOTICES

All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) hand delivery, (ii) certified U.S. mail, return receipt requested, postage prepaid, (iii) overnight courier, or (iv) electronic mail. If you give notice to eLead, you must use the address first set forth above or the following phone number: (888) 679-1305. If eLead provides notice to you, eLead must use the contact information provided by you to eLead. All notices will be deemed received as follows: (i) if by hand-delivery, on the date of delivery, (ii) if by delivery by U.S. mail, on the date of receipt appearing on the return receipt card, (iii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iv) if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated.

13. MISCELLANEOUS

A. This Agreement will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Illinois without reference to conflict of law principles. Any action or proceeding to enforce this Agreement will be brought in the federal or state courts located in Cook County, Chicago, Illinois.

B. This Agreement will not be assignable or transferable by you without the prior written consent of eLead.

C. This Agreement (including all of the agreements, rules and policies described in Section 11, which are hereby incorporated herein by this reference) contains the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter.

D. No failure or delay by a party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement.

E. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect.

II. TERMS AND CONDITIONS OF SALE POLICY

IMPORTANT! THESE TERMS AND CONDITIONS OF SALE GOVERN YOUR PERSONAL PURCHASE OF PRODUCTS FROM THIS WEB SITE, WHICH IS PROVIDED BY ELEAD RESOURCES, INC. BY PURCHASING PRODUCTS FROM THIS WEB SITE, YOU ARE INDICATING YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS AND CONDITIONS OF SALE.

1. TERMS AND CONDITIONS ARE BINDING FOR ALL PERSONAL PURCHASES

All orders are deemed offers by you to purchase our Products, which includes, but is not limited to custom promotional products and materials. We may accept your offer by issuing a confirmation letter and/or shipping the Products specified in your order. Our acceptance of each such offer is expressly subject to and conditioned on your assent to these terms and conditions of sale. No other terms or conditions will apply.

2. PRICES

All prices posted on this Web Site are subject to change without notice. Prices prevailing at commencement of shipment apply. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your invoice.

3. PAYMENT

All payments must be received by us prior to shipping. We accept payment by check, money order and the following all major credit cards: VISA, AMEX and MASTERCARD.

4. SHIPPING AND HANDLING

We will arrange for shipment of the Products to you. Title and risk of loss and damage pass to you upon receipt of the Products by the carrier. You will pay all shipping and handling charges specified during the ordering process. Shipping schedules are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

5. RETURN OF PRODUCTS BY YOU

All Products sold through our Web Site are custom made-to-order. For this reason, we will NOT accept any exchanges or returns except in the following circumstances:

(i) If an item is lost or damaged.
(ii) If you received the wrong item.

The aforementioned policy in this Section 5, is to protect our customers as well as ourselves.

6. CHANGES OR CANCELLATIONS

All sales are final once your order is accepted by our team. Any Product additions, quantity changes, or specification changes made to accepted orders will generate a new acknowledgment for the entire order, a new scheduled shipment date, and will incur additional costs.

7. LIMITED WARRANTIES

Our only liability, whether in tort, contract or otherwise, will be, at our option, to repair or replace the Products, or to refund the amounts paid for Products returned to us. IN NO EVENT WILL OUR LIABILITY EXCEED THE AMOUNT YOU PAID FOR THE PRODUCTS.

THIS LIMITED WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES MADE TO YOU, EXPRESS OR IMPLIED, AND HEREBY EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE WILL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE RESULTING FROM THE USE OF A PRODUCT.

8. MISCELLANEOUS

Specifications and descriptions are estimates but are not guaranteed and are subject to change without notice. We reserve the right to furnish materially equivalent substitutes for materials which cannot be obtained in sufficient quantities, or to cancel the excess portion of the order. We shall not be in default if our performance is delayed or rendered impossible by acts of God, war, civil commotion, governmental action, fire, storm, flood, explosion, strikes, walkouts, other industrial disturbances, or any other cause beyond our reasonable control. We may revise or modify products, product information or pricing without notice. We are not responsible for typographic, facsimile, electronic mail or printing errors. We are an independent contractor of our clients.

These Terms and Conditions of Sale for personal purchases will be governed and interpreted pursuant to the laws of Illinois, United States of America, notwithstanding any principles of conflicts of law. The parties specifically disclaim application of the Convention on Contracts for the International Sale of Goods. You specifically consent to personal jurisdiction in Illinois in connection with any dispute between you and eLead arising out of these Terms and Conditions of Sale or pertaining to the subject matter hereof. The parties to these Terms and Conditions of Sale each agree that the exclusive venue for any dispute between the parties arising out of these Terms and Conditions of Sale or pertaining to the subject matter of these Terms and Conditions of Sale will be in the state and federal courts in Cook County, Chicago, Illinois. If any part of these Terms and Conditions of Sale is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. These Terms and Conditions of Sale constitute the entire agreement among the parties relating to this subject matter. To the extent a website purchase, purchase order, confirmation letter, or the like is inconsistent with these Terms and Conditions of Sale, unless expressly agreed in writing otherwise these Terms and Conditions of Sale will govern.

9. PROMOTIONAL CODES

eLead offers three types of digital codes that can be used to promote your store. Gift codes are live and ready for use as soon as they are entered into our system. A Net 30 invoice will be issued at that time for the gift code total. Gift codes are nonrefundable, can only be used on prepaid online brand store orders, and cannot be combined into more than one code.

Gift Codes

Gift Codes are codes with a specific value a purchaser can use to reduce the cost of their online brand store order.
They are not assigned to a specific user and are transferable.
The code can be randomly generated (via an Excel formula) or you can assign your own codes as long as they are unique to each purchaser.
Codes can only be used on prepaid online brand store orders and cannot be combined into more than one code.
Codes can only be used on single-piece one-off items such as apparel, hats, bags, and tech items.
They never expire.

User Assigned Codes

User codes are essentially gift codes assigned to a specific user, by email, that can be used to reduce the amount of an online brand store order.
User codes are very useful for new hires, yearend gifts, or rewarding current employees for their work anniversaries or birthdays.
We have a template for uploading and creating user codes. Once the user codes are uploaded, an email is automatically sent to the recipient. The email contains their code, a link to the store, a username, and a password.
User codes are randomly generated and cannot be manually assigned.
Codes can only be used on prepaid online brand store orders and cannot be combined into more than one code.
User Assign Codes are not transferable.
Codes can only be used on single-piece one-off items such as apparel, hats, bags, and tech items.
They never expire.

Promo Codes

Promo codes are a single code that reduces the amount of the order by a predetermined amount. For example, a promo code called EmployeeGift2023 would automatically take $15 off each order for which that code is entered.
Promo codes are set up once for each campaign.
Codes can only be used on prepaid online brand store orders and cannot be combined into more than one code.

Brooks Construction

Brooks Construction