Terms and Conditions of Sale for Every USB
Every USB ("Every USB," "we," "us," or "our") provides custom USB flash drives, branded promotional products, blank USB drives, and related services, including data preloading, packaging customization, and branding options. These Terms and Conditions ("Terms") govern all sales, orders, and services provided by Every USB to business customers ("you" or "Customer"). By placing an order with Every USB, you agree to these Terms, which form a binding contract. Every USB engages exclusively in business-to-business (B2B) transactions and does not sell to individual consumers.
These Terms may be updated periodically; the version in effect at the time of your order applies. If you do not agree, do not place an order.
1. Formation of Contract
1.1 All quotations, proposals, and estimates provided by Every USB are non-binding and subject to change without notice due to fluctuating material costs, availability, or other factors.
1.2 Your order constitutes an offer to purchase products or services ("Products"). Every USB will acknowledge receipt of your order via email, but such acknowledgment does not constitute acceptance. The contract ("Contract") forms only upon Every USB's issuance of an Order Confirmation email, which specifies the Products, quantities, pricing, and delivery details.
1.3 The Contract applies solely to the Products confirmed in the Order Confirmation. Any additional items in your order require a separate confirmation.
1.4 Acceptance of your purchase order does not amend or waive these Terms unless explicitly agreed in a signed writing on Every USB letterhead.
2. Products and Descriptions
2.1 Products include customizable USB flash drives (e.g., swivel, metal stick, business card, wearable, or utility-enhanced designs), blank USB drives for same-day shipping, data preloading services, branding (e.g., printing, engraving, embossing in over 99 ways), and custom packaging options.
2.2 All descriptions, specifications, samples, drawings, catalogs, brochures, and website content are for illustrative purposes only and approximate the Products. Every USB reserves the right to make substitutions for materials or components of equivalent quality without notice.
2.3 For custom orders, you may request a working sample for verification; Every USB may charge a fee for this service, refundable upon order placement.
2.4 All orders are subject to a 5% production over or under run. For prepaid orders, overruns are provided at no extra charge; otherwise, you will be invoiced for the actual quantity produced.
3. Delivery and Shipping
3.1 Delivery dates are estimates only; time is not of the essence. Every USB aims for prompt delivery but is not liable for delays due to manufacturing, shipping, customs, or unforeseen events.
3.2 All shipments are FOB Every USB's facility (origin point), unless otherwise specified. Risk of loss or damage passes to you upon delivery to the carrier. Every USB is not responsible for loss, damage, or delays after Products leave our premises.
3.3 You are responsible for providing accurate shipping instructions, licenses, and authorizations. Failure to do so may result in storage charges, and Products will be deemed delivered.
3.4 Products may be delivered in installments, each treated as a separate Contract. Partial deliveries do not entitle you to cancel the remainder.
3.5 Acceptance occurs 14 days after delivery unless you notify Every USB in writing of specific defects, identifying the Products and issues. Acceptance is deemed after 30 days regardless.
3.6 For blank USB drives, same-day shipping is available for in-stock items; custom orders follow standard lead times.
4. Non-Delivery and Returns
4.1 The quantity recorded by Every USB upon dispatch is conclusive unless you provide contrary proof.
4.2 Every USB is not liable for non-delivery unless notified in writing within 10 days of the expected delivery date, and the claim is substantiated.
4.3 Returns require prior written approval. Custom Products are non-returnable unless defective. Defective Products will be replaced or refunded at Every USB's discretion, subject to warranty terms below.
5. Payment Terms
5.1 Payment is due upon order completion and prior to shipping, unless credit terms are approved. Every USB accepts credit cards (VISA, MasterCard, Discover, American Express), checks, money orders, and bank transfers.
5.2 New customers must prepay unless a credit application is approved. Credit terms require a completed application and purchase order.
5.3 Prices exclude shipping, taxes, duties, and fees, which you agree to pay. Every USB charges applicable sales taxes unless exempt.
5.4 Late payments accrue interest at 1.5% per month (18% annually) from the due date, plus collection costs, including reasonable attorneys' fees.
5.5 Every USB may suspend or cancel orders for non-payment or credit issues.
6. Intellectual Property and Content Policy
6.1 You represent and warrant that you own or have rights to all materials provided to Every USB (e.g., logos, data, artwork, trademarks, copyrights) and that they do not infringe third-party rights. You grant Every USB a limited license to use these materials for fulfilling your order.
6.2 Every USB does not verify your rights to provided materials and disclaims liability for infringement claims.
6.3 You agree to indemnify, defend, and hold Every USB harmless from all claims, damages, costs (including attorneys' fees), and liabilities arising from your materials' use, infringement, or violation of rights.
6.4 Every USB will not produce or distribute content deemed hate speech, offensive, exploitative, abusive, pornographic, defamatory, fraudulent, unlawful, or promoting illegal acts. Profanity or explicit language is permitted if it complies otherwise. Every USB reserves the right to refuse orders violating this policy.
7. Artwork & Imprint
7.1 You are solely responsible for the accuracy, completeness, and quality of all artwork, designs, logos, and files submitted to Every USB for imprinting, engraving, embossing, or other branding methods ("Artwork"). All Artwork must be provided in CMYK color mode at a minimum resolution of 300 DPI (or equivalent for non-digital imprints) and in a format compatible with Every USB's production processes (e.g., vector files preferred for scalability). Every USB reserves the right to reject or require revisions to Artwork that does not meet these specifications.
7.2 Product materials, surfaces (e.g., metal, plastic, or curved USB casings), and imprint methods may cause variations in colors, graphics, textures, and overall appearance compared to digital previews or prints on standard surfaces like paper. Screen or digital proofs are provided for layout, text placement, spelling, and general positioning only and are not intended for exact color matching or material representation. Every USB is not liable for such variations unless caused by our gross negligence.
7.3 Every USB may provide emailed digital proofs (e.g., PDF) or, upon request and at additional cost, physical pre-production samples or hard copy proofs for verification. You must review and approve all proofs carefully within the specified timeframe (typically 24-48 hours) by signing or replying affirmatively. Approval confirms that the Artwork is final, and production will proceed accordingly. Failure to approve or respond timely may result in order delays, additional rush fees, or production based on the submitted Artwork at Every USB's discretion.
7.4 If exact color matching (e.g., to a specific PMS shade) or material compatibility is required, you must request and approve a physical proof, which may incur extra charges and extend lead times. Even with physical proofs, minor color shifts may occur in full production runs due to batch variations, environmental factors, or material inconsistencies. Every USB recommends testing on actual product samples where possible.
7.5 Changes to approved Artwork, additional proofs, or revisions after approval may require extra time and fees, including but not limited to design hours, proof reprints, or expedited production costs. Repeated revisions may lead to order cancellation.
7.6 Waiving proofs (digital or physical) is permitted at Every USB's sole discretion, based on order complexity, quantity, and turnaround time. If waived, you acknowledge and agree that Every USB bears no responsibility for Artwork errors, color discrepancies, placement issues, or quality defects arising from your submitted files. By waiving proofs, you accept all risks associated with production as-is.
7.7 Every USB conducts basic file checks for technical compatibility but does not proofread, edit, or verify content accuracy, copyright compliance, or design intent. You waive any claims against Every USB for errors in the final imprinted Products that were present in your original Artwork.
8. Data Preloading and Security
8.1 For data preloading services, you warrant that all data is legal, non-infringing, and free of viruses. Every USB performs basic scans but is not liable for data loss, corruption, or security breaches.
8.2 Preloaded data is for your specified use; Every USB deletes all data post-production unless agreed otherwise.
8.3 Any errors, corruption, defects, or issues present in the data or files as provided by you will be duplicated and preserved exactly as received in the preloaded Products. You acknowledge and agree that Every USB has no obligation to detect, correct, or mitigate such pre-existing issues, and Every USB shall not be liable for any claims, damages, or losses arising from the replication of such issues in the final Products. By submitting data for preloading, you waive any right to dispute the quality or integrity of the preloaded content based on flaws inherent in your original submissions.
9. Warranties and Limitation of Liability
9.1 Every USB warrants Products are free from defects in materials and workmanship at delivery. For USB drives, this includes a limited lifetime warranty against failure under normal use (excluding wear, misuse, or modification). Blank drives ship as-is.
9.2 Warranty excludes damage from misuse, accidents, unauthorized repairs, or environmental factors. Custom branding wear is not covered.
9.3 THIS WARRANTY IS EXPRESS AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9.4 Every USB's total liability is limited to the purchase price of the defective Products. No consequential, incidental, or indirect damages (e.g., lost profits, data loss) are recoverable.
9.5 Every USB is not liable for delays, non-delivery, or Product performance beyond the above.
10. Termination
10.1 Every USB may terminate the Contract immediately if you breach these Terms, become insolvent, file for bankruptcy, or violate IP/content policies.
10.2 Upon termination, you must pay all outstanding amounts. Every USB may recover Products or data at your expense.
11. Force Majeure
Every USB is not liable for delays or failures due to events beyond reasonable control, including acts of God, strikes, shortages, or pandemics.
12. Governing Law and Dispute Resolution
12.1 These Terms are governed by the laws of the State of [Insert State, e.g., California], without regard to conflicts of law.
12.2 Disputes shall be resolved exclusively in [Insert County/State] courts. You waive jury trial rights.
13. Miscellaneous
13.1 These Terms constitute the entire agreement, superseding prior understandings.
13.2 No waiver of any term is effective unless in writing. Severability: Invalid provisions do not affect the remainder.
13.3 Assignment: You may not assign without Every USB's consent; Every USB may assign freely.
13.4 Notices: In writing via email or certified mail to addresses provided.
13.5 Every USB may subcontract production but remains responsible for quality.
For questions, contact Every USB at [insert contact info, e.g., support@everyusb.com].
Last Updated: October 4, 2025