Updated:  September 17, 2024

 

THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. IF YOU LIVE IN THE UNITED STATES, PLEASE READ IT CAREFULLY.

Matthews International Corporation and its affiliates ("Matthews”) currently own and operate the Matthews Design Pro brand, among others. These brands may be updated from time to time by Matthews without notice.

 

Matthews provides certain products and services through its various websites including, but not limited to, www.sdpweb.net and other websites that it may introduce or acquire in the future (collectively, the "Matthews Online Services"). Your use of the Matthews Online Services and any of its information, content and services available through the Matthews Online Services are subject to these terms and conditions ("Terms"), the Matthews Privacy Policy, and any applicable site-specific policies included by reference in these Terms. Only users authorized by Matthews may access the Matthews Online Services. Unauthorized users are prohibited from accessing the Matthews Online Services.

 

These Terms are current as of the Effective Date. Matthews reserves the right to change these Terms from time to time. Please consult these Terms from time to time since Matthews may, at any time, and without notice, revise these Terms by updating this posting.

Please read these Terms carefully.

By accessing or using the Matthews Online Services, you are bound by these Terms and any revisions, so you should periodically visit this page to review the current Terms. Access or use of the Matthews Online Services following any change to the Terms constitutes your agreement to those changes. If, at any time, you choose not to accept the terms of these Terms, you should not access or use the Matthews Online Services.

You agree that you do not have any rights in the Matthews Online Services and that Matthews will have no liability to you if the Matthews Online Services, or any portion thereof, are discontinued or your ability to access or use the Matthews Online Services is terminated.

1.     Authorized Users.
You affirm that you are 13 years of age or older. To make a purchase through the Matthews Online Services, you must be 18 or older and have a valid credit card or other acceptable electronic payment method. Subject to these Terms, you may not use the Matthews Online Services if you are unable to form a legal binding agreement with Matthews. You agree that you are only authorized to visit or use the Matthews Online Services for your own internal business use without a separate agreement in writing with Matthews. You may not use the Matthews Online Services to purchase any product for resale by you or on behalf of any other person. You may not resell, either directly or indirectly, any product purchased using the Matthews Online Services unless so authorized in writing by Matthews.

 

2.     Accounts and Passwords.
You may establish an account to use or access certain features of the Matthews Online Services. During the account registration process, you will be asked to select a unique password. You are solely responsible for protecting the security and confidentiality of your password, as applicable, and are accountable for any activity undertaken through your Matthews account. You are prohibited from sharing your login credentials to the Matthews Online Services with any other person or entity. By logging into the Matthews Online Services, you represent and warrant that: (a) you are the customer who registered for the Matthews Online Services; and (b) that you are using the Matthews Online Services only for your own personal use or for your own internal business purposes. You will immediately notify Matthews by providing notice to Matthews Customer Service at sdpadmin@matw.com of any unauthorized use of the password or account or any other breach of security. You agree to exit from your account at the end of each session. If you create an account, you represent and warrant that: (i) you will not select or utilize a user name of another person with intent to impersonate that person; (ii) you will not select or utilize a user name in which another person has rights, if you do not have that person's authorization to use such name; (iii) you will not select or utilize a user name that Matthews in its sole discretion deems offensive; and (iv) you remain employed by the Matthews customer for which access was granted.

 

Matthews reserves the right, in its sole discretion, immediately and without notice, to suspend or terminate your account or your ability to access the Matthews Online Services for any reason, including, without limitation, any breach of these Terms by you.

3.     Procedures for Purchases (If Applicable).
By accessing or using the Matthews Online Services, you agree to the various Matthews policies and procedures that apply to the purchase of the products or services offered through the Matthews Online Services, which are made part of these Terms. Prices will be those in effect at the time of purchase (in U.S. dollars) and unless otherwise specified, exclude freight, handling fees, taxes, and duties. Pricing is based upon product availability and subject to correction or change at any time without notice. You are responsible for payment of all applicable taxes. All products are subject to availability. Matthews reserves the right to accept, reject or cancel any order and to correct any errors, including, without limitation, publishing, descriptive, typographical, or any other similar errors.

 

You authorize Matthews to hold, receive and disburse funds in accordance with your payment instructions. Your authorization permits Matthews to (a) debit or credit your credit card, debit card, or other payment methods that we accept ("Cards"); or (b) initiate recurring charges from your Cards if you signed up for a service that requires automatic billing. When you place an order, you authorize and order Matthews to commit your payment to the applicable Matthews entity. Your authorizations will remain in full force and effect while you maintain your account with Matthews.

 

Matthews Online Services use images for display purposes only. Actual products may differ from product images displayed. Regardless of variations in products, we guarantee customer satisfaction in every order.

 

4.     Limited Guarantees.
Matthews offers important limited guarantees on its work. For more information, please check the terms of your purchase.

 

5.     Legal Notices.
Matthews posts legal notices on pages of the Matthews Online Services. The Matthews Online Services may contain references to trademarks, copyrighted materials, technologies, products, processes and software and other proprietary rights of Matthews or other parties. Except as expressly provided in Section 6 of these Terms, no license to or right in any such trademarks, copyrighted materials, technologies, products, processes, software or other proprietary rights is granted to or conferred upon you.

 

6.     Matthews Content.
Content on the Matthews Online Services that is provided by Matthews, its employees or its licensors, including original art work, graphics, photographs, images, screen shots, text, music, digitally downloadable files, video clips, trademarks, logos, product and character names, slogans and the compilation of the foregoing ("Matthews Content") is the property of Matthews or its licensors and is protected in the U.S. and internationally under trademark, copyright and other intellectual property laws.

You are authorized to access and use the Matthews Online Services and related Matthews Content; provided that: (a) your use of the Matthews Online Services and Matthews Content as permitted hereunder is solely for your personal or internal business purposes; (b) you will not copy, distribute or transfer any portion of the Matthews Online Services or Matthews Content on any media without Matthews’ prior written or electronic approval; (c) you will not alter, adapt, reverse engineer, or otherwise modify any part of the Matthews Online Services or Matthews Content other than as may be reasonably necessary to use that part of the Matthews Online Services or Matthews Content for its intended purpose; and (d) you will otherwise comply in full with these Terms. Any access or attempt to access other areas of any Matthews computer system or other information contained on the system for any purpose other than as intended by Matthews is strictly prohibited.

8.     Matthews Use of User Content.
Subject to our Privacy Policy, Matthews reserves the right to use any content provided by you to Matthews ("User Content") for advertising and promotional purposes. You acknowledge and agree that your User Content may be included on the websites and advertising networks of Matthews’ distribution partners and third-party service providers (including their downstream users) and that Matthews has no obligation to compensate you (monetarily or otherwise) for Matthews’ use of your User Content now or in the future. You confirm that you own all right, title, and interest to your User Content and that your User Content does not infringe any intellectual property rights or violate privacy or publicity rights of any third party.

 

9.     Third Party Content.
Matthews has no control over and is not responsible and assumes no liability for: (i) any third party content contained within the Matthews Online Services; or (ii) the applicable third parties.

 

10.     No Offensive or Infringing Use.
Matthews respects the intellectual property of others, and Matthews expects its users to do the same. It is Matthews’ policy, in appropriate circumstances and at Matthews’ discretion, to disable or terminate users of the Matthews Online Services who infringe or repeatedly infringe the copyrights or other intellectual property rights of Matthews or other rights owners. When using the Matthews Online Services, you will not use any feature of the Matthews Online Services for any purpose that is illegal, tortious, obscene, threatening, defamatory, libelous, invasive of another's privacy, pornographic, racist, abusive, harassing, threatening, offensive, hateful, or otherwise injurious to the legal rights (such as rights of privacy and publicity) of third parties. You also agree not to upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment.

 

11.     DMCA Notice.
If you are a copyright owner or an agent thereof and believe any User Content or other Matthews Content infringes upon your copyrights, you may submit a notification of claimed infringement under the Digital Millennium Copyright Act ("DMCA") by providing notice to Matthews Customer Service at www.ftd.com/custserv/ and include the following information:

(a) Identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(b) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Matthews to locate the material;

(c) Information reasonably sufficient to permit Matthews to contact you, such as an address, telephone number and, if available, an electronic mail address;

(d) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law;

(e) A statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and

(f) A physical or electronic signature of a person authorized to act on behalf of the owner of a copyright that is allegedly infringed.

 

You acknowledge that if you fail to comply with substantially all of the above requirements of this Section your DMCA notice may not be valid and Matthews may not be able to remove infringing content.

You should also send your notification to the following address:
Matthews International Corporation

Two NorthShore Center
Pittsburgh, PA 15212
Attention: Legal Department
Email: contractnotices@matw.com

 

12.     Security.
You shall not violate or attempt to violate the security of the Matthews Online Services. Violations of system or network security may result in civil or criminal liability. Matthews reserves the right to investigate occurrences which may involve such violations and may involve and cooperate actively with law enforcement authorities in prosecuting users who have participated in such violations.

 

13.     Communications.
With respect to all communications with Matthews including, without limitation, feedback, questions, comments, suggestions and the like: (a) you shall have no right to confidentiality in your communications and Matthews shall have no obligation to protect your communications from disclosure; (b) Matthews shall be free to reproduce, use, disclose and distribute your communications to others without limitation; and (c) Matthews shall be free to use any ideas, concepts, know-how, content or techniques contained in your communications for any purpose whatsoever, including, without limitation, the development, production and marketing of products and services that incorporate such information without any consideration or accounting.

 

14.     Privacy Policy.
Your privacy is important to Matthews. Matthews’ Privacy Policy is incorporated into, subject to and made part of these Terms. To review the Matthews Privacy Policy, click here.

 

15.     Binding Arbitration / Class Waiver.
You and Matthews agree that all disputes, controversies and claims related to these Terms (including the Privacy Policy, Matthews Online Services and any order for any product or services from Matthews) (each a "Claim"), shall be finally and exclusively resolved by binding arbitration as described in this Section, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other.

 

1.    YOU EXPRESSLY AGREE THAT ANY LEGAL CLAIM, DISPUTE OR OTHER CONTROVERSY BETWEEN YOU AND MATTHEWS ARISING OUT OF OR OTHERWISE RELATING IN ANY WAY TO THE MATTHEWS SERVICES, INCLUDING CONTROVERSIES RELATING TO THE APPLICABILITY, ENFORCEABILITY OR VALIDITY OF ANY PROVISION OF THESE TERMS OR MATTHEWS’ PRIVA
2.    CY POLICY AND PRACTICES (COLLECTIVELY "DISPUTES"), SHALL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION CONDUCTED BEFORE ONE NEUTRAL ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION ("AAA"), RATHER THAN IN A COURT, AS DESCRIBED HEREIN. THE ARBITRATION WILL BE GOVERNED BY THE AAA'S CONSUMER ARBITRATION RULES CURRENTLY AVAILABLE AT ADR.ORG/CONSUMER  ("RULES AND PROCEDURES"). YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT.
   
   (b) Payment of arbitration costs will be governed by the AAA's fee schedule, unless you are able to show that your portion will be prohibitive as compared to litigation costs, in which case Matthews will pay as much of your arbitration costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to litigation costs. Matthews also reserves the right in its sole and exclusive discretion to assume responsibility for all arbitration costs imposed by the AAA. Each party agrees to pay its own attorneys' fees and expenses unless there is a governing statutory provision that requires the prevailing party to be paid attorneys' fees and expenses.
   
   (c) The arbitration may be conducted in Pittsburgh, Pennsylvania unless the parties agree otherwise in writing. The arbitrator's award shall be final and binding on all parties subject to these Terms and may be entered as a judgment in any court of competent jurisdiction.
   
   (d) For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may visit the AAA website at www.adr.org.
   
   (e) To the fullest extent permissible under applicable law, all Disputes shall be resolved by binding confidential arbitration on an individual basis.
   
   (f) YOU AND MATTHEWS AGREE THAT THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES. NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION. YOU AND Matthews FURTHER AGREE THAT THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL, PROVIDED HOWEVER THAT NOTHING HEREIN SHALL BE DEEMED TO PREVENT A PARTY FROM SEEKING PUBLIC INJUNCTIVE RELIEF IN ARBITRATION UNDER THIS AGREEMENT WHERE APPLICABLE LAW PROVIDES FOR SUCH A RIGHT.

 

Notwithstanding anything to the contrary herein, to the extent the Dispute arises from (i) a violation of your or Matthews’ intellectual property rights in any manner; (ii) any claim related to, or arising from, allegations of theft, piracy, unauthorized use or a violation of the Computer Fraud and Abuse Act; and (iii) any claim for equitable relief; then both parties agree that a party may seek injunctive remedies (or an equivalent type of urgent legal relief) in a state or federal court consistent with the "Governing Law" section below, and both parties consent to exclusive jurisdiction and venue in such courts. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court's jurisdiction in lieu of arbitration.

16.     Indemnity.
By using any of the Matthews Online Services, you agree to indemnify and hold Matthews, its subsidiaries, affiliates, officers, agents and other partners and employees harmless from any loss, liability, claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: (a) your improper use of such Matthews Online Services; (b) any User Content provided or used by you; or (c) your violation of these Terms.

 

17.     Warranty Disclaimer.
YOUR USE OF THE MATTHEWS SERVICES IS AT YOUR SOLE RISK. MATTHEWS MAKES NO WARRANTY THAT THE MATTHEWS SERVICES WILL MEET YOUR REQUIREMENTS. EXCEPT AS OTHERWISE SET FORTH IN THESE TERMS, ALL MATTHEWS SERVICES INCLUDING, WITHOUT LIMITATION, ANY MATERIALS, PRODUCTS OR SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATION CONTENT, OR SYSTEM INTEGRATION. MATTHEWS ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. MATTHEWS DOES NOT WARRANT THAT THE MATTHEWS SERVICES WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED.

LAWS IN CERTAIN STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES. TO THE EXTENT SUCH LAWS APPLY, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS SET FORTH HEREIN MAY NOT APPLY AND OTHER RIGHTS MAY BE AVAILABLE.

18.     Limitation of Liability.
MATTHEWS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, COSTS OR ATTORNEY'S FEES ARISING OUT OF OR RELATING TO THESE TERMS OR THE ACCESS TO, USE OF OR OPERATION OF THE Matthews SERVICES INCLUDING, WITHOUT LIMITATION, ANY MATERIALS, PRODUCTS OR SERVICES PROVIDED IN CONNECTION THEREWITH. MATTHEWS’ AGGREGATE LIABILITY TO YOU ARISING UNDER OR IN CONNECTION WITH THE MATTHEWS SERVICES IS LIMITED TO THE PURCHASE PRICE PAID FOR THE MATERIALS, PRODUCT AND/OR SERVICE THAT GIVES RISE TO SUCH LIABILITY.

LAWS IN CERTAIN STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT SUCH LAWS APPLY, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS SET FORTH HEREIN MAY NOT APPLY AND OTHER RIGHTS MAY BE AVAILABLE.

19.     Limited Time to Bring Your Claim.
You and Matthews agree that any cause of action arising out of or related to the Matthews Online Services or any Matthews Content including without limitation any Claim or Dispute must be commenced within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred if not commenced by the applicable deadline.

 

20.     Trial by Jury.
To the extent allowed by law, each of you and Matthews waive any right to trial by jury in any Dispute.

 

21.     Force Majeure.
Matthews shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including without limitation acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, grower delays at the farm level, delays due to product held by the U.S. or foreign Customs for inspection, or any other circumstance or cause beyond the reasonable control of Matthews in the conduct of its business.

 

22.     Governing Law.
These Terms will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to: (a) such State's conflicts-of-laws principles; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws.

 

23.     Miscellaneous.
Both you and Matthews acknowledge and agree that no partnership is formed, and neither you nor Matthews has the power or the authority to obligate or bind the other. If any provision of these Terms is determined to be unlawful, void or unenforceable by a tribunal of competent jurisdiction, that provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. If Matthews fails to act with respect to your breach or anyone else's breach on any occasion, Matthews is not waiving its right to act with respect to future or similar breaches. These Terms constitute a binding agreement between you and Matthews, and are accepted by you as a condition for your use of the Matthews Online Services or your account. These Terms constitute the entire agreement between you and Matthews regarding the use of the Matthews Online Services and the Matthews Content.