R&M Bindery LLC — Terms of Service

R&M Bindery provides post-press finishing and bindery services performed on materials supplied by the Client or the Client's vendors (“Client Materials”). Services may include (as applicable): cutting, trimming, folding, scoring, perforating, drilling, padding, coil/binding, saddle stitching, perfect binding, gluing, laminating, mounting, kitting, inserting, tabbing, bundling, and related finishing operations.

The Client is solely responsible for ensuring that all Client Materials and specifications are accurate, suitable, and compatible with the requested services and equipment. Any change in quantity, size, trim, folding method, binding method, substrate, coatings, finishing requirements, delivery method, turnaround, or special handling constitutes a change in scope and may require revised pricing, additional time, and/or a written change order.

If, after work begins, actual specifications or material condition differ from what was represented at quoting, pricing and timelines may be adjusted to reflect the actual scope required.

Estimates are valid for thirty (30) calendar days unless otherwise stated. Estimates are subject to revision by R&M Bindery based on final specifications, material condition, vendor/supplier pricing, and production requirements.

The Client is solely responsible for reviewing and confirming the accuracy and completeness of all estimate specifications prior to approval. All estimate modification requests must be submitted in writing to sales@rmbindery.com and confirmed in writing by R&M Bindery. Verbal modifications are not binding.

New Clients may be required to pay a 50% deposit prior to production. Deposits become non-refundable once work has commenced. Unless otherwise agreed in writing, the remaining balance is due before finished goods leave our facility. Invoices are dated to the first delivery, shipment, or release of goods and are not adjusted for phased fulfillment unless agreed in writing.

The Client waives any right of setoff, recoupment, counterclaim, withholding, deduction, reduction, or chargeback against amounts owed to R&M Bindery, except to the extent expressly prohibited by applicable law. All amounts invoiced are due and payable in full without offset or dispute.

Past due balances accrue interest at 1.5% per month (18% annually) or the maximum permitted by law, whichever is lower. Client agrees to pay all costs of collection, including reasonable attorneys' fees and agency fees. We may suspend performance and/or withhold release of goods or Client Materials until all amounts due are paid.

To secure payment, Client grants R&M Bindery a contractual lien and security interest to the fullest extent permitted by law upon all finished goods, work in process, and Client Materials in our possession relating to the Order, and any proceeds thereof, until all amounts owed are paid in full. R&M Bindery may retain possession and withhold release until payment is received. Client authorizes R&M Bindery to file UCC financing statements and execute documents reasonably necessary to perfect or enforce this security interest.

Net billing terms may be offered to returning Clients upon written approval by R&M Bindery and completion of a credit application, if requested. Approval of credit terms is at R&M Bindery's sole discretion and may be revoked at any time. Unless expressly approved in writing, all payment terms in Section 2.3 apply.

R&M Bindery may require a written purchase order (“PO”), written authorization, credit approval, billing confirmation, or other written documentation prior to (a) commencing production, (b) ordering materials or scheduling production resources, and/or (c) releasing finished goods or Client Materials. R&M Bindery reserves the right to refuse or suspend production and to withhold release of finished goods or Client Materials until such documentation is received and all amounts due are paid in full.

No Purchase Order Required. The Client acknowledges and agrees that a purchase order is not required for an Order to be binding. If the Client delivers or tenders Client Materials, submits specifications or files, requests that work commence, receives written confirmation that materials were received, or otherwise permits R&M Bindery to begin production, the Client thereby authorizes R&M Bindery to perform the requested services and agrees to pay R&M Bindery's invoiced charges in full, without delay, at the pricing stated in the approved estimate, written confirmation, or—if no estimate was requested—at R&M Bindery's commercially reasonable rates for the services performed.

Failure to Provide PO Not Grounds for Nonpayment. If the Client fails to provide a requested purchase order, vendor portal entry, or internal billing documentation, the Client remains fully responsible for payment. The absence, delay, or internal rejection of a purchase order shall not relieve the Client of its obligation to pay, shall not serve as grounds for withholding payment, and shall not delay applicable payment deadlines.

If Client instructs R&M Bindery to proceed without a purchase order, Client acknowledges that such instruction constitutes binding authorization and that Client's internal procurement procedures shall not be asserted as a defense to payment.

Pricing Confirmation. Upon written request prior to commencement of production, R&M Bindery will provide written pricing confirmation for the requested services. Failure by the Client to request pricing confirmation before work begins shall not relieve the Client of payment obligations for authorized services performed.

Bindery proofs, finishing proofs, physical mock-ups, or production samples will be provided only if specifically requested in writing prior to production and may require additional time and cost.

Unless the Client expressly requests and approves a bindery proof or production sample, R&M Bindery shall proceed in reliance upon the specifications, files, materials, and instructions provided. The Client assumes all risk for issues that would have been identified through a requested proof or production sample, including but not limited to layout, finishing, alignment, perforation, pagination, creep, fold behavior, cracking, scuffing, ink adhesion limitations, trim appearance, grain behavior, and interaction of coatings/laminations with finishing methods.

To the fullest extent permitted by applicable law, R&M Bindery shall not be liable for any defects, discrepancies, or nonconformities that would have been apparent or reasonably discoverable through a bindery proof or production sample.

R&M Bindery may retain production reference samples from completed jobs for internal quality control purposes. In the event of a dispute regarding workmanship or production quality, such retained samples may be used as prima facie evidence of the condition of the work at the time it left R&M Bindery's facility.

All turnaround times are estimates only and are not guaranteed. Estimated timelines begin only after receipt of all required deposits, complete production-ready specifications, and all necessary Client Materials. R&M Bindery is not liable for delays caused by equipment failure, labor shortages, supplier issues, utility interruption, carrier delays, subcontractor performance, or force majeure events.

If Client requests expedited or “rush” service, additional fees may apply. Rush fees purchase priority handling only and do not guarantee completion by any specific date/time, delivery deadline, event date, or carrier transit time, unless R&M Bindery expressly agrees in writing to a guaranteed completion deadline for that specific Order.

Commercial finishing involves inherent mechanical tolerances. Slight variances may occur in trimming, cutting, folding, scoring, perforating, punching, drilling, binding alignment, gluing, laminating, and related processes due to equipment limitations, substrate behavior, grain direction, environmental conditions, workflow variables, and the condition of Client Materials.

Variances of up to ±12.7mm (½ inch) may occur depending on the specific operation, trim size, fold style, stock behavior, grain direction, equipment limitations, and the condition and/or size of Client Materials. Unless a specific tolerance is stated in the approved estimate for a specific Order, tolerances will be interpreted in accordance with commercially reasonable industry standards for the applicable operation and stock. The Client agrees that such tolerances are acceptable for the requested services and agrees not to hold R&M Bindery liable for discrepancies within those tolerances.

Exact replication of prior Orders, samples, prototypes, or previous production runs is not guaranteed. Variations may occur due to differences in material lots, coatings, prior printing processes, substrate composition, grain direction, environmental conditions (including humidity and temperature), mechanical limitations, workflow sequencing, and Client-supplied specifications or materials. Such variations are inherent in commercial finishing and do not constitute a defect.

Quantity Tolerance: Final delivered quantities may vary by up to ±5% of the ordered quantity. Overages may be billed at the same unit rate. If exact quantity is required, Client must request it in writing prior to production; a surcharge may apply.

If a variance materially exceeds commercially reasonable industry standards, R&M Bindery's sole and exclusive obligation is, at our discretion: (a) rework/re-performance of the affected service steps of the affected portion to the extent commercially feasible and only on the affected services; or (b) a proportional credit—subject to Section 6 (Inspection/Claims) and Section 16 (Limitation of Liability). To the fullest extent permitted by applicable law, R&M Bindery shall not be liable for reprint costs or replacement of Client-supplied materials.

Upon estimate approval, R&M Bindery may immediately begin scheduling, setup, material handling, vendor coordination, and production activities. If Client cancels after approval, Client remains responsible for work performed and costs incurred up to the time of cancellation, including vendor commitments and labor. Deposits are non-refundable once work has commenced. If cancellation occurs after production begins, Client is responsible for materials, labor, and costs incurred, which may total up to the full Order value. The parties agree these charges are reasonable in light of scheduling disruption, labor allocation, and third-party commitments, and are not a penalty.

Client must inspect finished goods promptly upon delivery or pickup availability and, in no event, later than five (5) business days after delivery or written notice that goods are available for pickup, whichever occurs first. Failure to inspect within this period constitutes acceptance for all defects reasonably discoverable upon inspection.

Client shall not resell, distribute, process, alter, mail, install, or otherwise use finished goods if a defect is alleged. Any such use constitutes full acceptance and waiver of related claims, except for defects not reasonably discoverable upon initial inspection.

All claims must be submitted in writing within thirty (30) calendar days of delivery, pickup, or completion of services (whichever occurs first). Failure to provide timely written notice is a permanent waiver and bar. Claims not strictly complying with this Section 6 are permanently barred and waived.

Any lawsuit, arbitration demand, or legal proceeding must be initiated within one hundred eighty (180) calendar days after the claim arises or it is permanently barred.

The limitations period in Section 6.2 is tolled while the parties are actively engaged in the required negotiation (and any agreed mediation).

The Client must preserve and make available for inspection the allegedly defective items. R&M Bindery must be given a reasonable opportunity to inspect the materials before any alteration, repair, disposal, distribution, or destruction occurs.

Failure to preserve the allegedly defective materials or provide R&M Bindery a reasonable opportunity to inspect them may result in denial of the claim and waiver of any remedy.

Initiating a chargeback, reversal, or bank dispute without first providing written notice and allowing a reasonable opportunity to investigate and resolve in good faith constitutes a material breach. Client is responsible for all related fees, penalties, administrative costs, arbitration costs, attorneys' fees, and enforcement expenses incurred by R&M Bindery. Chargebacks are not a substitute for contractual dispute resolution.

R&M Bindery may cancel, suspend, or refuse any Order due to inability to procure materials, equipment failure, safety concerns, suspected fraud, non-payment, legal/regulatory issues, force majeure, or any condition making performance commercially impracticable. If we cancel before services are rendered, we will refund amounts received for services not performed, less non-recoverable costs already incurred. If services have commenced, Client remains responsible for work performed and costs incurred up to cancellation.

R&M Bindery may engage independent subcontractors, specialty vendors, trade providers, mailing providers, or carriers (“Subcontractors”) to perform any portion of the services. Subcontractors are independent contractors and are not employees, agents, partners, or joint venturers of R&M Bindery.

Nothing in this Agreement shall be construed to create any agency, partnership, joint venture, or employment relationship between R&M Bindery and any Subcontractor.

R&M Bindery is not liable for acts/omissions attributable to Subcontractors except to the extent caused by R&M Bindery's gross negligence, willful misconduct, or negligent selection. If a defect is attributable to a Subcontractor, R&M Bindery's sole and exclusive obligation shall be, at R&M Bindery's discretion: (a) rework or re-performance of the affected service steps of the affected portion of the services, to the extent commercially feasible; or (b) a refund or credit of the amount paid for the subcontracted portion giving rise to the claim, subject to Section 15.

The Client acknowledges and agrees that all printed materials, paper stock, substrates, components, inserts, and other items supplied to R&M Bindery (“Client Materials”) are provided at the Client's sole risk.

Client assumes all risk of loss/damage/spoilage occurring before receipt, during storage, handling, internal transport, finishing operations, subcontracted operations, and after completion. Mechanical finishing may result in spoilage, breakage, tearing, marking, scuffing, cracking, ink flaking, misfeeds, jams, alignment shifts, and other damage, which Client acknowledges as inherent risks.

R&M Bindery does not accept Client Materials as an insurer and does not assume warehouseman/insurer-level liability. We are not liable for replacement value of Client Materials or for hidden defects from prior printing/processing (including coatings, scoring, grain direction, ink adhesion, laminations, varnishes, or finishing incompatibilities). Any holding of Client Materials is solely an accommodation incidental to performing services.

To the extent a bailment is deemed to exist as a matter of law, any such bailment is limited in purpose and duration and is subject to the liability limitations, exclusions, and remedies set forth in Sections 8 and 16.

We may perform a reasonable visual inspection upon receipt. This is not engineering analysis, fitness certification, or a guarantee of suitability. R&M Bindery does not guarantee that Client Materials are suitable for the requested finishing operation. If R&M Bindery determines, in its reasonable discretion, that Client Materials are unsuitable for the requested services, the Client must, at its sole cost and expense, promptly: (a) retrieve the materials; or (b) authorize disposal in writing. R&M Bindery may charge commercially reasonable handling and storage fees pending retrieval. R&M Bindery shall have no liability for deterioration, damage, or loss occurring while awaiting Client instructions. If defects are discovered after production begins, Client assumes risk of continued processing unless written stop-work instructions are provided to R&M Bindery.

When services are performed on Client-supplied materials, R&M Bindery relies on the orientation, imposition, sequence, and configuration of the materials as supplied. R&M Bindery shall not be responsible for errors originating in the printed materials, including but not limited to page orientation errors, page order errors, imposition errors, printing defects, or artwork errors present in the materials received.

Any corrective work required due to issues originating in the Client-supplied materials shall be treated as a new service order and billed accordingly.

R&M Bindery does not provide insured storage. Client Materials remaining more than thirty (30) days after project completion may be deemed abandoned and disposed of without liability. Client is solely responsible for maintaining adequate insurance coverage.

To the fullest extent permitted by applicable law, R&M Bindery shall not be liable for any loss, damage, destruction, deterioration, or theft of Client Materials while in storage or on its premises, including but not limited to loss caused by fire, smoke, water damage, sprinkler discharge, flood, natural disaster, power failure, equipment malfunction, theft, vandalism, criminal acts, third-party intrusion, civil unrest, or any other force majeure event, except to the extent caused by R&M Bindery's gross negligence or willful misconduct.

Unless written instructions are provided prior to estimate approval, R&M Bindery may dispose of makeready waste, spoilage, unfinished overages, and scrap. We are not obligated to count, palletize, or return scrap.

If R&M Bindery is found legally liable for damage to Client Materials, liability is strictly limited to the amount paid by the Client for the specific services performed on the damaged materials. No liability for replacement materials, reprinting costs, lost profits, shipping costs, penalties, or consequential damages. This limitation applies regardless of legal theory (contract, negligence, tort, statutory claim, or otherwise). The Client agrees that this limitation of liability is an essential part of the allocation of risk and shall remain enforceable even if any limited remedy is deemed to have failed of its essential purpose.

Client will indemnify and hold harmless R&M Bindery from claims arising from the inherent condition of Client Materials, defects in prior processing, third-party claims related to Client Materials, or damage resulting from requested finishing methods except to the extent caused by R&M Bindery's gross negligence or willful misconduct. This obligation survives completion of services.

Client represents and warrants that it owns or has secured all necessary rights, licenses, permissions, and authorizations to use all artwork, trademarks, logos, copyrighted materials, content, mailing lists, data, and designs supplied to R&M Bindery.

Client further represents that all materials submitted comply with applicable federal, state, and local laws and do not infringe upon the intellectual property, privacy, publicity, or other legal rights of any third party.

R&M Bindery does not verify ownership, licensing, consent status, or legality of Client-supplied materials.

Client acknowledges that R&M Bindery has no duty to investigate, verify, audit, or police the Client's intended use, marketing claims, offers, representations, or downstream distribution of finished goods. Any review conducted by R&M Bindery is solely for production feasibility and does not constitute legal review, regulatory compliance review, or approval of content.

R&M Bindery reserves the right to refuse, suspend, or terminate services if materials appear unlawful, infringing, fraudulent, or otherwise improper.

Upon request, Client shall promptly provide documentation reasonably requested by R&M Bindery to verify lawful purpose, authority, ownership, campaign legitimacy, brand authorization, required permits, or regulatory compliance. Failure to provide such documentation shall constitute grounds for immediate suspension or termination of services and withholding of finished goods or Client Materials. Client remains responsible for all services performed and costs incurred prior to suspension or termination.

R&M Bindery may refuse, suspend, or terminate services, and may withhold release of finished goods, if we reasonably suspect that Client Materials or an Order involves fraud, deception, unlawful activity, phishing, impersonation, or misleading solicitations. Client remains responsible for all costs incurred and services performed up to the time of suspension/termination. Client shall indemnify and hold harmless R&M Bindery from any claims, investigations, penalties, chargebacks, losses, or liabilities arising out of such materials or use, except to the extent caused by R&M Bindery's gross negligence or willful misconduct.

Client indemnification obligations under Section 13 apply to all claims arising from Client-supplied materials.

Client agrees to fully cooperate with R&M Bindery in responding to any complaint, investigation, subpoena, carrier inquiry, regulatory inquiry, platform inquiry, or third-party claim relating to Client Materials or the Client's use of finished goods. Client shall reimburse R&M Bindery for all time, administrative costs, legal fees, chargeback costs, and related expenses incurred in responding to such matters, except to the extent caused by R&M Bindery's gross negligence or willful misconduct.

R&M Bindery reserves the right to report suspected unlawful, fraudulent, deceptive, or abusive activity to carriers, mailing authorities, payment processors, platforms, regulatory agencies, or law enforcement and may disclose Order records as reasonably necessary in connection therewith.

If an Order includes addressing, inkjet addressing, barcoding, inserting, tabbing, bundling, presort preparation, permit documentation, bundling/traying, or delivery to USPS (“Mailing Services”), the following applies:

1. 1.

   Client Responsibility for Mailability/Compliance. The Client is solely responsible for ensuring that all Client Materials, mailpieces, formats, dimensions, weights, folds, substrates, coatings, closures, tabs, seals, polywrap, indicia, and artwork (whether provided by the Client or a third party) comply with all applicable USPS requirements and standards, including mailability and machinability requirements. R&M Bindery does not provide legal or postal compliance advice and does not guarantee USPS acceptance, processing, delivery time, delivery outcomes, or postage rates.

2. 2.

   No USPS Guarantee. To the fullest extent permitted by applicable law, R&M Bindery shall not be liable for any loss, delay, rejection, return, surcharge, additional postage, postal adjustment, spoilage, damage, nondelivery, misdelivery, address correction fees, or other costs arising from: (i) USPS rules, handling, or processing decisions; (ii) USPS operational delays; (iii) postal audits, inspections, or enforcement actions; (iv) mailpiece design or production choices made by the Client or Client's vendors; or (v) noncompliance with USPS requirements.

3. 3.

   Costs of Rejection/Surcharges. If mail is rejected, delayed, surcharged, reclassified, or assessed additional postage due to design, materials, list quality, or non-compliance, Client assumes all resulting costs, delays, rework, and postage adjustments.

4. 4.

   Address List Accuracy; Client Data Responsibility. The Client is solely responsible for the accuracy, legality, and completeness of any mailing list, customer data, addresses, barcodes, account identifiers, and related information supplied to R&M Bindery (“Mailing Data”). The Client represents and warrants that it has all rights and lawful authority to provide the Mailing Data to R&M Bindery and to authorize its use for Mailing Services, and that the Mailing Data and the Client's instructions comply with applicable laws and regulations (including privacy and marketing laws).

5. 5.

   Processing of Mailing Data; Limited Purpose. R&M Bindery will use Mailing Data solely to perform the Mailing Services described in the applicable Order and for related internal operational purposes (e.g., job setup, addressing, presort documentation, and mail submission support). R&M Bindery is not responsible for verifying list hygiene, address deliverability, NCOA compliance, CASS certification, duplicate suppression, segmentation logic, merge/purge accuracy, or marketing consent unless expressly stated in a written scope and paid for in advance.

6. 6.

   Liability Cap (Mailing). If R&M Bindery is found legally liable for an error directly caused by R&M Bindery in performing Mailing Services, R&M Bindery's liability is strictly limited to the amount paid for the Mailing Services line item(s) on the applicable Order. To the fullest extent permitted by applicable law, R&M Bindery shall not be liable for printing costs, reprints, postage, design costs, list acquisition costs, campaign costs, lost profits, or consequential damages.

7. 7.

   Client Indemnification for Mailing Services. The Client agrees to indemnify, defend, and hold harmless R&M Bindery from any claims, penalties, investigations, fines, assessments, chargebacks, or liabilities arising out of or related to: (i) the Client's Mailing Data; (ii) alleged violations of privacy, consumer protection, telemarketing, email/SMS marketing, or advertising laws; (iii) third-party claims from recipients; (iv) Client's failure to obtain required consents; or (v) USPS or regulator actions relating to the Client's mail campaign except to the extent caused by R&M Bindery's gross negligence or willful misconduct. This obligation is in addition to Client's indemnification obligations under Section 13.

8. 8.

   Mailing Data; Limited Purpose Use; Client Authority. Client represents it has lawful authority to provide mailing lists/data (“Mailing Data”) and that collection/transfer/use complies with applicable laws (privacy/marketing/consumer protection). We do not verify consent, list hygiene, or legal compliance.

9. 9.

   Limited Retention; Deletion. Unless otherwise agreed in writing, R&M Bindery retains Mailing Data for no more than fifteen (15) calendar days following completion of the applicable Order. After this period, such data will be permanently deleted or destroyed in the ordinary course of business. The Client is solely responsible for maintaining its own backup copies of all data and lists.

10. 10.

    Data Security Disclaimer. R&M Bindery implements commercially reasonable administrative, technical, and physical safeguards to protect Mailing Data while in its possession. However, no system is completely secure. To the fullest extent permitted by law, R&M Bindery shall not be liable for unauthorized access, disclosure, alteration, or destruction of Mailing Data resulting from events beyond its reasonable control, including cyber incidents, criminal acts, third-party system failures, or force majeure events, except to the extent caused by R&M Bindery's gross negligence or willful misconduct.

Risk of loss transfers to Client upon the earliest of: (a) pickup by Client or its representative; (b) release/tender to any third-party carrier/courier/freight company/mailing provider/logistics vendor (including those arranged by R&M Bindery); or (c) completion of delivery to Client's designated location. Delivery to a dock/mailroom/receiving area/courtyard/agreed drop location constitutes completed delivery.

Carriers are independent third parties. We do not guarantee transit times or carrier performance. Shipping insurance is not provided unless requested in writing and paid in advance. Failure to request insurance constitutes the Client's acceptance of all transit risk. Claims for transit loss/damage must be filed by Client directly with the carrier. R&M Bindery has no obligation to file claims on behalf of the Client. R&M Bindery has no liability for transit damage, delivery delay, lost shipments, or consequential damages.

For avoidance of doubt, R&M Bindery has no liability for freight mishandling, carrier negligence, or other acts/omissions of any carrier, courier, freight company, or logistics provider.

Pickup; Storage; Abandoned Finished Goods

If pickup is required, Client must retrieve finished goods within ten (10) business days after notice of readiness. R&M Bindery may charge commercially reasonable storage/handling fees and withhold release until paid. Goods uncollected for thirty (30) days after notice may be deemed abandoned and disposed of without liability; Client remains responsible for unpaid balances, storage fees, and disposal costs. R&M Bindery may, in addition to disposal, commercially sell or otherwise liquidate uncollected goods to apply proceeds to amounts owed (after commercially reasonable costs), to the extent permitted by law.

The provisions of this Section survive completion of services and delivery of goods.

R&M Bindery's facility includes a gated courtyard and warehouse loading access area. Surface grade, incline, and clearance may vary.

The Client and its contractors are solely responsible for determining whether their vehicles, equipment, and personnel can safely access the facility.

R&M Bindery makes no representation or warranty regarding site suitability for any specific vehicle, trailer, liftgate, pallet jack, or loading method.

R&M Bindery does not employ, supervise, or control third-party delivery drivers, freight carriers, or pickup vendors engaged by the Client.

All such parties are independent contractors engaged solely by the Client.

The Client is responsible for ensuring that its vendors maintain appropriate insurance and compliance, including without limitation: (a) workers' compensation insurance; (b) commercial general liability insurance; (c) automobile liability insurance; and (d) compliance with applicable safety laws.

All loading and unloading activities are the sole responsibility of the Client and its third-party vendors.

R&M Bindery personnel shall not be obligated to: Load freight, Operate forklifts for third-party vendors, Secure cargo, Provide labor for vendor-controlled transport.

If R&M Bindery personnel provide assistance, instruction, or equipment access, such assistance is: Voluntary, Gratuitous, Provided as a courtesy only, Not guaranteed, Not supervisory.

Such assistance shall not create: A duty of care, An agency relationship, An assumption of liability, A modification of these Terms.

R&M Bindery shall not be liable for:

• Personal injury to drivers, contractors, or third parties
• Vehicle damage
• Freight damage during loading or unloading
• Equipment failure of third-party vendors

The Client agrees to indemnify and hold harmless R&M Bindery from any claims arising from loading, unloading, pickup, or delivery activities conducted by the Client or its vendors.

Nothing in this Agreement shall be construed to designate R&M Bindery as:

• A common carrier
• A freight forwarder
• A warehouseman with insurer-level liability
• A bailee with unlimited custodial responsibility

These provisions survive completion of services and delivery.

The Client shall be fully responsible for any damage to R&M Bindery's property caused by: The Client, the Client's employees, the Client's vendors, third-party carriers, delivery drivers, Contractors, Representatives.

This includes, without limitation:

• Structural damage to buildings, gates, doors, loading bays, or dock areas
• Damage to forklifts, machinery, racking, equipment, or tools
• Damage caused by vehicles entering or exiting the courtyard
• Damage caused during loading or unloading
• Damage to inventory, work in process, or other Client materials

The Client agrees to reimburse R&M Bindery for all repair costs, replacement costs, labor, loss of use, and related expenses resulting from such damage.

The Client agrees to indemnify, defend, and hold harmless R&M Bindery and its officers, employees, contractors, and affiliates from any claims, liabilities, damages, losses, fines, penalties, or legal expenses arising out of:

• Actions of the Client or its vendors while on-site
• Unsafe loading or unloading practices
• Vehicle operation within the premises
• Failure of third-party vendors to maintain proper insurance

This obligation is in addition to Client's indemnification obligations under Section 13. This obligation survives completion of services.

The Client is solely responsible for ensuring that any third-party vendors, drivers, or contractors entering the premises maintain adequate insurance coverage, including: Commercial general liability, Workers' compensation, Automobile liability.

R&M Bindery is not responsible for verifying insurance coverage.

Any assistance, direction, or courtesy provided by R&M Bindery personnel does not create: A supervisory relationship, A duty of care, A transfer of responsibility, An agency relationship.

The provisions of this Section survive completion of services and delivery of goods.

By entering our premises, visitors accept all risk.

R&M Bindery disclaims liability for injury, damage, or loss occurring on its property.

To the fullest extent permitted by law, Client shall indemnify, defend, and hold harmless R&M Bindery LLC and its members, managers, officers, employees, agents, contractors, affiliates, and representatives (collectively, “Indemnified Parties”) from and against any and all third-party claims, demands, actions, proceedings, investigations, damages, losses, liabilities, judgments, fines, penalties, assessments, chargebacks, costs, and expenses (including reasonable attorneys' fees and costs of defense) arising out of or relating to: (a) any materials, files, artwork, data, mailing lists, specifications, instructions, products, or content supplied by or on behalf of Client (including Client Materials), including any allegation that such items are defective, unsafe, unlawful, inaccurate, or infringe or misappropriate any third-party rights (including copyright, trademark, trade secret, privacy, or publicity rights); (b) Client's distribution, resale, installation, mailing, marketing, or use of finished goods, including claims by end users, recipients, downstream customers, venues, platforms, or regulators; (c) the acts or omissions of Client's vendors, carriers, couriers, freight companies, drivers, delivery personnel, installers, fulfillment providers, or other third parties engaged by or on behalf of Client; (d) injury, death, or property damage arising from pickup, delivery, loading, unloading, site access, or on-premises activities by Client or its representatives; (e) any chargeback, payment reversal, ACH return, stop-payment, or similar attempt to withhold or reverse payment, including related processor disputes, fees, and enforcement costs; and/or (f) Client's breach of this Agreement or violation of applicable law or regulation.

Client's duty to defend arises immediately upon written notice from R&M Bindery and is not contingent on a final determination of liability. R&M Bindery may select counsel reasonably acceptable to R&M Bindery. Client shall pay defense costs as incurred. Client shall not settle any claim in a manner that imposes liability, admission, or obligation on any Indemnified Party without R&M Bindery's prior written consent.

Client's indemnification obligations do not apply only to the extent a claim is directly and solely caused by R&M Bindery's gross negligence or willful misconduct.

This indemnification applies to all causes of action, whether based in contract, tort (including negligence), strict liability, statute, or otherwise, and includes claims brought by third parties.

This Section survives completion of services, delivery/release of goods, and termination/expiration of this Agreement.

R&M Bindery maintains a professional and safe working environment. The Client and its employees, representatives, contractors, and vendors shall conduct themselves in a lawful and professional manner in all interactions with R&M Bindery personnel and on R&M Bindery's premises.

R&M Bindery reserves the right to immediately suspend or terminate services if, in its reasonable judgment, the Client or its representatives engage in abusive, threatening, unsafe, unlawful, or otherwise inappropriate conduct.

In the event of termination under this Section, the Client shall remain responsible for payment for all services performed and costs incurred through the date of termination. To the fullest extent permitted by applicable law, R&M Bindery shall not be liable for any loss or damages arising from termination due to Client misconduct.

ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

To the fullest extent permitted under Nevada law and the Uniform Commercial Code, R&M Bindery expressly disclaims all express and implied warranties, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, non-infringement, course of dealing, or course of performance.

R&M Bindery does not warrant that:

• Services will meet the client's particular objectives
• Finished goods will be free from inherent material limitations
• Results will be identical to prior runs or samples
• Services will be uninterrupted or error-free

Client Inspection Prior to Mailing: When R&M Bindery provides mailing preparation or coordinates delivery directly to the United States Postal Service or other mailing provider, the Client may request an opportunity to inspect representative samples of the finished materials prior to mailing. Any such inspection must be requested in writing prior to the scheduled mailing date and must occur within the production schedule established for the Order. If the Client does not request or perform an inspection prior to mailing, the Client agrees that the finished materials are deemed accepted for purposes of mailing and distribution. Once materials have been delivered to the United States Postal Service or other mailing provider, R&M Bindery shall have no liability for claims relating to defects that were reasonably discoverable prior to mailing. R&M Bindery is not responsible for postal damage, loss, delay, or mishandling occurring after acceptance by the United States Postal Service. Mailing of materials at the Client's direction constitutes authorization to release the materials into the mail stream and acceptance of the work as produced.

Limited Performance Warranty: R&M Bindery warrants only that services will materially conform to the written description in the approved estimate for the applicable Order, subject to commercially reasonable industry tolerances and the inspection/claims procedures in Section 6.

Except as expressly stated above, no other warranty of any kind is made. This limited warranty is exclusive and in lieu of all other warranties.

To the fullest extent permitted by applicable law, R&M Bindery shall not be liable to the Client or any third party for any indirect, incidental, special, consequential, punitive, exemplary, or enhanced damages of any kind, including without limitation loss of profits, loss of revenue, loss of business, loss of production time, loss of goodwill, loss of data, loss of use, reprint costs, replacement material costs, postage or campaign expenses, third-party penalties, business interruption, downtime, or any other intangible or economic losses, whether arising in contract, tort (including negligence), strict liability, statute, quasi-contract, or any other legal or equitable theory, and whether or not R&M Bindery has been advised of the possibility of such damages.

Notwithstanding any other provision of this Agreement, and regardless of the theory of liability asserted, the total aggregate liability of R&M Bindery for any and all claims, damages, losses, costs, or causes of action arising out of or relating to the services provided under a specific Order shall not exceed the actual amount paid and received by R&M Bindery for the specific line item(s) of services giving rise to the claim.

For clarity:

• “Amount paid” means amounts actually received by R&M Bindery
• It excludes taxes, shipping charges, postage, pass-through vendor costs, third-party expenses, and any other amounts not retained by R&M Bindery, unless otherwise required by law
• The cap applies on a per-Order, per-line-item basis. The cap applies in the aggregate for all claims arising from the same Order, regardless of the number of claims, theories, or parties
• No liability for lost opportunity, reputational harm, or third-party contractual penalties

Under no circumstances shall R&M Bindery be required to:

• Reprint materials
• Replace Client Materials
• Procure substitute goods
• Reimburse downstream production costs
• Cover third-party service costs or
• Perform services beyond re-performance of the affected service steps or rework of the affected portion, if commercially feasible

If R&M Bindery is found legally liable for a defect directly and solely caused by R&M Bindery, the Client's sole and exclusive remedy shall be, at R&M Bindery's discretion: (a) re-performance of the affected service steps or rework of the affected portion of the services, to the extent commercially feasible; or (b) a proportional credit not exceeding the liability cap stated above.

Under no circumstances shall R&M Bindery be required to reprint, reproduce, replace, or procure substitute materials on behalf of the Client.

The Client acknowledges that pricing reflects this allocation of risk and limitation of liability. The parties agree that the exclusions of damages, liability cap, and allocation of risk set forth in this Section are a fundamental basis of the bargain between them.

These limitations shall apply and remain enforceable even if:

• any limited remedy fails of its essential purpose
• any remedy is deemed inadequate
• any provision of this Agreement is held unenforceable or
• a claim is based on alleged negligence, gross negligence or willful misconduct, except to the extent such limitation is prohibited by applicable law, strict liability, statutory violation, or any other theory of liability

To the maximum extent permitted by law, this Section controls over any inconsistent remedy provision elsewhere in this Agreement.

The parties acknowledge that the pricing of services reflects the allocation of risk and limitations of liability set forth in this Agreement. The exclusions of damages, liability caps, and exclusive remedies constitute a fundamental basis of the parties' bargain. If any limited remedy is determined to have failed of its essential purpose, is deemed inadequate, or if any portion of this Agreement is held unenforceable, all remaining exclusions, limitations of liability, and liability caps shall remain fully enforceable to the maximum extent permitted by law. All exclusions and limitations apply regardless of the theory of liability, whether in contract, tort (including negligence), strict liability, statute, or otherwise

The parties acknowledge that this Agreement is between sophisticated commercial entities and that all limitations and allocations of risk are commercially reasonable under Nevada law.

The provisions of this Section survive completion of services, delivery of goods, payment, termination, cancellation, and expiration of this Agreement.

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the services provided (a “Dispute”), the aggrieved party shall provide written notice describing the nature of the Dispute in reasonable detail, including the factual basis and requested relief. No arbitration or legal proceeding may be initiated unless and until such written notice has been provided.

The parties shall engage in good-faith negotiations for a period of thirty (30) calendar days following receipt of written notice in an attempt to resolve the Dispute informally.

Failure to participate in good-faith negotiations may be considered by the arbitrator in allocating costs and attorneys' fees.

If the Dispute is not resolved through negotiation, the parties may submit the matter to non-binding mediation in Clark County, Nevada before a mutually agreed neutral mediator.

Mediation costs shall be shared equally unless otherwise agreed in writing. Participation in mediation shall not waive any rights under this Agreement.

If the Dispute is not resolved through negotiation or mediation, it shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect.

Arbitration shall take place in Clark County, Nevada before a single arbitrator.

The arbitrator shall:

• Apply Nevada law
• Enforce this Agreement as written
• Have no authority to modify, expand, or rewrite any provision of this Agreement

The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

The parties expressly waive:

• The right to a jury trial
• The right to participate in any class, collective, or representative action
• The right to consolidate claims with any other party.

All arbitration shall be conducted on an individual basis only.

This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.).

Notwithstanding the foregoing arbitration requirement, either party may seek temporary, emergency, or injunctive relief in a court of competent jurisdiction in Clark County, Nevada to prevent immediate and irreparable harm, including but not limited to:

• Protection of property
• Protection of confidential information
• Enforcement of site access restrictions
• Enforcement of lien rights
• Enforcement of non-payment obligations

Seeking emergency relief shall not waive the obligation to arbitrate all other claims under this Section.

In any arbitration or court proceeding arising under this Agreement, recovery of damages shall be strictly limited to the lesser of: (a) the actual direct damages proven; or (b) the liability cap set forth in Section 16 of this Agreement. Under no circumstances shall any award exceed the amount paid and received by R&M Bindery for the specific line item(s) of services giving rise to the claim. All exclusions and limitations set forth in Section 15 are expressly incorporated herein and shall control.

The prevailing party in any arbitration, court proceeding, or collection action arising out of or relating to this Agreement shall be entitled to recover all reasonable attorneys' fees, arbitration fees, expert fees, court costs, collection costs, enforcement expenses, and related costs incurred in connection with: (a) pre-suit collection efforts; (b) responding to chargebacks or payment reversals; (c) enforcing payment obligations; (d) arbitration proceedings; (e) court proceedings; (f) enforcement or confirmation of any arbitration award or judgment; (g) enforcement of lien rights; (h) post-judgment collection; and (i) defending or prosecuting appeals.

The arbitrator (or court, if applicable) shall award such fees to the prevailing party and shall have no discretion to decline to award them. R&M Bindery shall be entitled to recover such fees in any action to collect amounts owed or enforce these Terms.

All negotiations, mediations, arbitration proceedings, evidence, filings, and awards shall be confidential and shall not be disclosed to any third party except:

• As required by law
• To enforce an arbitration award or judgment
• To legal or financial advisors under confidentiality obligations
• As necessary to pursue or defend insurance coverage, or to comply with lawful requests from auditors, tax advisors, or regulators, provided such recipients are bound by confidentiality obligations

This Section survives completion of services, delivery of goods, payment, termination, cancellation, and expiration of this Agreement.

R&M Bindery shall not be liable for any delay, interruption, suspension, or failure to perform any obligation under this Agreement to the extent such delay or failure results from events beyond its reasonable control (“Force Majeure Event”).

Force Majeure Events include, without limitation: natural disasters or acts of God; fire, flood, earthquake, or severe weather; utility interruption or power outage; labor disputes, strikes, workforce shortages, or inability to obtain labor; supply chain disruption or material shortages; equipment failure not resulting from R&M Bindery's gross negligence; transportation delays; government action, regulation, or embargo; public health emergencies or pandemics; war, terrorism, or civil unrest; cyber incidents, ransomware, or infrastructure failures; and subcontractor or supplier failure arising from any of the foregoing.

During a Force Majeure Event:

• Performance deadlines shall be automatically extended for a commercially reasonable period
• R&M Bindery shall not be deemed in breach of this Agreement
• R&M Bindery shall not be liable for delay-related damages, penalties, missed deadlines, liquidated damages, or other resulting losses
• R&M Bindery may suspend performance for the duration of the Force Majeure Event

If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate the affected portion of the services upon written notice. The Client shall remain responsible for payment for all services performed and costs incurred prior to suspension or termination.

This Agreement shall be governed by the laws of the State of Nevada.

Exclusive venue for arbitration and enforcement proceedings shall be Clark County, Nevada.

This Agreement constitutes the complete and exclusive statement of the agreement between the parties and supersedes all prior or contemporaneous negotiations, representations, proposals, discussions, communications, marketing materials, and understandings, whether oral or written, relating to the subject matter herein.

No amendment, modification, supplement, waiver, or release of any provision of this Agreement shall be valid or enforceable unless set forth in a written instrument that expressly references this Agreement and is signed by an authorized officer of R&M Bindery. No employee, sales representative, independent contractor, project manager, or other representative of R&M Bindery has authority to modify this Agreement.

No course of dealing, course of performance, trade usage, email exchange, text message, purchase order, vendor portal entry, payment, partial performance, acceptance of materials, issuance of invoices, or failure to object shall modify, supplement, or waive any provision of this Agreement.

In the event the Client has executed a separate written and signed agreement with R&M Bindery governing specific services, that signed agreement shall control solely with respect to the services expressly covered therein. In the event of a conflict between these Terms and a fully executed written agreement, the signed agreement shall govern only to the extent of such conflict.

Absent a separate signed agreement, these Terms exclusively govern the relationship between the parties. The version of these Terms in effect at the time the applicable Order is approved or services are authorized shall control unless otherwise agreed in writing by an authorized officer of R&M Bindery.

Failure or delay by R&M Bindery to enforce any provision shall not constitute a waiver of that provision or any other provision. A waiver shall be effective only if set forth in a written instrument signed by an authorized officer of R&M Bindery. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permitted by law and shall be deemed modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.

Order of Precedence; Rejection of Conflicting Terms. These Terms shall control over any additional, different, or conflicting terms contained in any Client purchase order, shipping document, acknowledgment, vendor onboarding portal, invoice, confirmation, or other Client-supplied document or terms and conditions, regardless of when provided, unless R&M Bindery expressly agrees to such terms in a separate written amendment signed by an authorized officer of R&M Bindery.

Performance of services, acceptance of materials, issuance of invoices, shipment or delivery of goods, or receipt of payment shall not constitute acceptance of any Client terms. R&M Bindery's acceptance of any purchase order, request, or order is expressly conditioned upon the Client's assent to these Terms, and any additional or different terms proposed by the Client are hereby rejected.

To the fullest extent permitted by Nevada law and Uniform Commercial Code § 2-207, any additional, different, or inconsistent terms proposed by the Client are rejected and shall not become part of the parties' agreement unless expressly agreed in a separate written amendment signed by an authorized officer of R&M Bindery.

This Section survives completion of services, delivery of goods, payment, termination, cancellation, and expiration of this Agreement.

Only written communications transmitted from the following official R&M Bindery email addresses shall be deemed authorized company communications for purposes of Order administration: sales@rmbindery.com, support@rmbindery.com, accounting@rmbindery.com, production@rmbindery.com, isaiah@rmbindery.com, and orders@rmbindery.com (collectively, the “Authorized Email Addresses”).

Written communications from the Authorized Email Addresses may confirm Order details, scheduling, specifications, pricing adjustments, approvals, or other operational matters relating to a specific Order. However, no communication from any Authorized Email Address shall amend, modify, waive, or alter these Terms of Service unless expressly stated in a written amendment signed by an authorized officer of R&M Bindery in accordance with Section 20.

No verbal statement, text message, personal email account, third-party messaging platform, vendor portal entry, or informal communication shall be binding on R&M Bindery.

Certain R&M Bindery email addresses may be operated by independent outside sales contractors. Such individuals are independent contractors and are not officers, employees, partners, or agents of R&M Bindery, and they lack authority to bind R&M Bindery contractually unless expressly authorized in a signed written instrument executed by an authorized officer of R&M Bindery.

Communications from independent outside sales contractors, brokers, or commissioned representatives shall not create binding contractual obligations, modify Orders, waive any provision of this Agreement, or otherwise alter the parties' rights or obligations unless confirmed in writing from an Authorized Email Address issued by an internal employee or authorized officer of R&M Bindery.

The Client acknowledges and agrees that reliance upon statements made by independent outside sales contractors is unreasonable absent written confirmation from an Authorized Email Address.

R&M Bindery reserves the right to update or modify the Authorized Email Addresses from time to time. Clients are responsible for verifying that communications originate from an Authorized Email Address and shall bear the risk of reliance on communications from any other source.

Availability of Terms: The Client acknowledges that these Terms are provided via link on R&M Bindery estimates and invoices and are made available upon request and through R&M Bindery's standard communications (including email). The Client is responsible for reviewing the Terms prior to authorizing work or delivering materials.

By requesting services, approving an estimate, issuing a purchase order, delivering materials to R&M Bindery, making payment, or otherwise engaging R&M Bindery to perform services, the Client acknowledges that it has read, understood, and agrees to be legally bound by these Terms of Service.

Purchase Orders; Shipment of Materials: If the Client submits a purchase order, sends materials, or tenders pallets to R&M Bindery without requesting an estimate, the Client acknowledges and agrees that (i) these Terms govern the Order, and (ii) any additional or different terms contained in the Client's purchase order, vendor portal, shipping paperwork, or other documents are rejected and shall not apply unless expressly accepted in a written agreement signed by an authorized officer of R&M Bindery.

Applicability Limitation - These Service Terms apply solely to post-press, bindery, and service-only transactions performed on Client-supplied materials. If an Order includes the sale of printed goods or printed products, the signed Product Terms of Service govern exclusively with respect to that Order.

Authority to Bind: The individual approving an estimate, issuing a purchase order, delivering materials, authorizing production, or otherwise engaging R&M Bindery represents and warrants that they have full legal authority to bind the Client to these Terms of Service. The Client shall remain fully responsible for all obligations incurred by its employees, representatives, contractors, or agents acting within the scope of apparent authority.

The Client further acknowledges that these Terms apply to all current and future transactions unless superseded by a separate written agreement authorized by R&M Bindery.

If the Client does not agree to these Terms, the Client must not engage R&M Bindery for services.

The Client acknowledges that it has had the opportunity to review these Terms prior to engaging services and agrees that failure to read or review the Terms shall not relieve the Client of any obligation contained herein.