EDGEWORK CREATIVE

TERMS AND CONDITIONS FOR THE SALE OF EDGEWORK GOODS AND SERVICES

Last Updated: July 17, 2026

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. THESE TERMS REQUIRE THE USE OF BENCH TRIALS BEFORE A JUDGE TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH EDGEWORK CREATIVE OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

These terms and conditions (these “Terms”) apply to the purchase and sale of products and services through www.edgeworkcreative.co (the “Site”) and the purchase and sale of customized products and services directly from us. These Terms are subject to change by Rework Furnishings, LLC DBA Edgework Creative (“Edgework Creative” or referred to as “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this Site, and you should review these Terms before purchasing any product or services that are available through this Site. Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.

These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products or services through this Site (see Section 9).

The Customer Agreement (“Contract”) (if applicable) and these terms and conditions for the Services (“Terms”) (collectively, the “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Contract, these Terms and Conditions shall govern; provided, however, that the Contract shall control with respect to project-specific pricing, deposits, monthly progress billing, Pre-Build and Store services, storage fees, risk of loss during storage, payment schedules, payment methods, submittal approvals, change orders, production schedules, transfer of title, termination and cancellation, and related Project administration matters, and any other terms expressly stated in the Contract to control.

1. Shipments; Delivery; Title and Risk of Loss.

Please refer to specific product listings or your Contract for current production lead times. When inventory is readily available, orders will be processed in 2 to 3 business days. Once your order has been fulfilled, you should receive a confirmation email. If you have any questions prior to, please reach out to info@edgeworkcreative.co with your name and order number.

Unless you tell us otherwise in writing, we will arrange for shipment of the products to you. All shippable products are sent directly from our fabrication shop in Columbus, Ohio. Delivery can take between 3-8 business days depending on your location and the shipping method chosen at checkout. You will pay all shipping and handling charges specified during the ordering process. Please note that some of our products are not available for standard shipping online. If you would like to purchase a product that is not immediately available for shipping on our website, please contact us at info@edgeworkcreative.co to discuss your shipping options with a member of our team.

Title and risk of loss pass to you upon our transfer of the products to the carrier or delivery, except as expressly provided in the Contract or in the Pre-Build and Store provisions of Section 1(a) below. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

To better serve our local customers, we offer FREE order pickup from our shop in Columbus, Ohio. If you would like to utilize this option, select ‘Shop Pickup’ at checkout. Once the items in your order are fulfilled, we will reach out to schedule your pickup date and time.

a. Pre-Build and Store; Storage; Risk of Loss and Title During Storage.

Edgework Creative may fabricate all or portions of any Project before the Project site is ready for delivery or installation pursuant to Edgework Creative’s Pre-Build and Store (“PB&S”) process, as more particularly described in the Contract. Upon completion of fabrication and placement into staging, storage, shipment preparation, or other completion status determined by Edgework Creative, the applicable products shall be deemed completed for purposes of progress billing under the Contract.

Completed products held under the PB&S process shall be deemed available for delivery upon written notice from Edgework Creative to Client (a “Stage Notice”). Storage of such products shall be provided at no additional charge for a period of ninety (90) days following the date the applicable products are staged for delivery (the “Stage Date”). Beginning on the ninety-first (91st) day following the Stage Date, Edgework Creative may assess commercially reasonable storage fees, not to exceed Edgework Creative’s actual costs incurred to store the completed products, until delivery or pickup occurs. Storage fees shall be invoiced monthly and shall be payable in accordance with Section 3.

Notwithstanding any other provision of these Terms to the contrary, Edgework Creative shall retain the risk of loss for products remaining in Edgework Creative’s possession during storage, except to the extent such loss or damage is caused by Client, Client’s agents, or third parties acting on Client’s behalf. Upon delivery to Client or transfer to a carrier selected by Client, risk of loss shall pass in accordance with the first paragraph of this Section 1.

Title to products fabricated under a Contract shall transfer to Client upon Edgework Creative’s receipt of payment in full for the applicable products, regardless of whether such products remain in storage at the time of payment. From and after the transfer of title, Edgework Creative shall hold any stored products as bailee for Client’s benefit, subject to the limitations of liability set forth in Section 5(g).

2. Order Acceptance, Cancellation, and Termination.

a. Online Orders.

For all orders submitted on our Site, you agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept any orders at our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between Edgework Creative and you will not take place unless and until you have received your order confirmation email. You have the option to cancel your order at any time before we have sent your order confirmation email by contacting our Customer Service Department at info@edgeworkcreative.co.

b. Termination by Client Under a Contract.

With respect to any Project governed by a Contract, Client may terminate the Contract at any time, without cause, by providing at least seven (7) days’ prior written notice to Edgework Creative. As consideration for the right to terminate the Contract for convenience, Client agrees to forfeit and pay the Deposit to Edgework Creative. The parties intend the Deposit to be liquidated damages constituting compensation, and not a penalty. The parties acknowledge and agree that damages resulting from termination pursuant to this Section would be impossible or very difficult to accurately estimate, and that the Deposit is a reasonable estimate of the anticipated or actual harm that may arise from such termination. Client’s forfeiture and payment of the Deposit is Client’s sole liability and entire obligation and Edgework Creative’s exclusive remedy for any termination by Client for convenience.

c. Termination by Edgework Creative.

Edgework Creative may terminate this Agreement or any Contract with immediate effect upon written notice to Client if Client: (i) fails to pay any amount when due; (ii) breaches any provision of this Agreement or the Contract in whole or in part; (iii) becomes insolvent, makes an assignment for the benefit of creditors, files a petition in bankruptcy, or has a receiver appointed over its assets; or (iv) engages in conduct that Edgework Creative reasonably determines poses a risk of harm to Edgework Creative, its personnel, or its business reputation.

d. Effect of Termination.

Upon termination for any reason, Client shall pay Edgework Creative for (i) all Work completed through the effective date of termination, (ii) all non-cancellable commitments incurred by Edgework Creative in reliance on the Contract, (iii) all storage fees accrued through the effective date of termination, and (iv) all reasonable costs of demobilization. The provisions of Sections 1(a), 3, 5, 7, 8, 10, 11, 12, 13, 20, 21, 22, 23, 24, 25, and 26 shall survive any termination or expiration of this Agreement or any Contract.

3. Prices and Payment Terms.

All prices posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email or your Contract (subject to increase per the terms of your Contract). Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.

a. Site Purchases.

For purchases made through the Site, terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept Discover, Visa, Mastercard, AMEX, ELO, JCB, and UnionPay for Site purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

b. Contract Purchases; Deposit; Monthly Progress Billing.

For Projects governed by a Contract, Client shall pay the deposit identified in the Contract (the “Deposit”) upon execution of the Contract. Unless otherwise identified in the Contract, the Deposit shall equal fifty percent (50%) of the Contract Price. Edgework Creative may, in its discretion, agree to a different Deposit amount for a particular Project.

Following receipt of the Deposit, Edgework Creative shall submit monthly progress invoices for Work completed during the applicable billing period, which may include completed fabrication, engineering, drafting, project management, procurement activities, finishing, completed Work Orders, staged products, stored products, PB&S inventory, and other completed portions of the Work. Client acknowledges that progress invoices are based upon the value of Work completed by Edgework Creative and are not dependent upon installation, delivery, occupancy, substantial completion of the Project, payment by any third party, or completion of work by other trades.

Notwithstanding the foregoing, (i) Projects with a Contract Price less than Ten Thousand Dollars ($10,000) and (ii) all standard, non-custom products offered through Edgework Creative’s Site shall be billed one hundred percent (100%) upfront upon execution of the Contract or placement of the order.

c. Payment Due Date; Final Invoice.

Unless otherwise stated on the invoice, all invoices are due and payable within fifteen (15) calendar days following receipt. Upon completion of a Project and issuance of the final invoice, Client shall pay the final invoice within fifteen (15) calendar days following receipt. Client’s obligation to pay the final invoice is contingent upon Edgework Creative’s actual delivery, or, where Client has elected pickup, tender of delivery, of the Project. Nothing in this Section 3(c) shall relieve Client of its obligation to pay (i) the Deposit, (ii) monthly progress invoices as they become due, or (iii) storage fees under Section 1(a).

d. Payment Methods.

For Projects governed by a Contract, all payments shall be made via ACH transfer or QuickBooks Payments. Credit card payment shall not be accepted for Contract-based Projects unless expressly agreed by Edgework Creative in writing. Edgework Creative may condition acceptance of alternative payment methods on the passage of any associated processing fees to Client.

e. Late Payment; Interest; Collection Costs.

Any undisputed amount not paid when due shall accrue interest from the due date at the lesser of one and one-half percent (1.5%) per month or the highest rate permitted by applicable law, until paid in full. Client shall reimburse Edgework Creative for all costs of collection of overdue amounts, including reasonable attorneys’ fees and court costs.

f. Suspension of Performance.

If Client fails to make any payment when due, Edgework Creative may, without prejudice to any other remedy, suspend performance of the Work, delivery, installation, and release of stored products until all overdue amounts have been paid. Any suspension resulting from Client’s failure to make timely payment shall constitute a Client-caused delay and shall entitle Edgework Creative to an equitable adjustment of the Contract Price and Project schedule.

g. Taxes.

Client is responsible for all sales, use, excise, value-added, and similar taxes assessed on the sale of the products or services under this Agreement, other than taxes imposed on Edgework Creative’s net income. Where Edgework Creative has a legal obligation to collect any such tax, the amount shall be added to Client’s invoice and paid by Client.

h. No Set-Off.

Client may not withhold, set off, deduct, or offset any amounts due to Edgework Creative under this Agreement against any amounts Client claims are owed to it by Edgework Creative, whether under this Agreement or otherwise, without Edgework Creative’s prior written consent.

4. Returns and Refunds.

Due to the nature of our product, we are unable to accept returns or issue exchanges unless the product is deemed defective upon arrival (please refer to our shop policies page for more information). We do not offer returns or exchanges on discounted or custom items. All discounted and custom orders are final sale.

We are happy to offer an exchange or refund for Defective products. To process an exchange or a refund for a defective item, please send us an email at info@edgeworkcreative.co with your name, order number and a description or photo of the defect or damage. Once the defective item has been received and inspected, we will send you an email to notify you that we have received your defective item at our warehouse along with the status of your refund or exchange within 5 days of receiving the item(s). If your refund is approved, your refund will be processed and a credit will automatically be applied to your credit card or original method of payment within 5 business days.

Late or Missing Refunds

Please allow 5-10 business days for your account to be credited and for your refund to be posted. Please check with your bank prior to contacting us about the status of your refund. If you’ve done all of this and you still have not received your refund, please send your name and order number to info@edgeworkcreative.co.

You are responsible for all shipping and handling charges on returned items. You bear the risk of loss during shipment. We therefore strongly recommend that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery for your protection.

5. LIMITED WARRANTY.

THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. WE WARRANT THAT DURING THE WARRANTY PERIOD, THE PRODUCTS PURCHASED FROM US WILL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP FOR ONE YEAR FROM PICK UP/DELIVERY IF PROPERLY STORED, HANDLED, ASSEMBLED, MAINTAINED AND USED UNDER NORMAL CONDITIONS. WE ALSO WARRANT THAT DURING THE WARRANTY PERIOD THE SERVICES PURCHASED FROM US WILL BE PERFORMED IN A WORKMANLIKE MANNER AND IN ACCORDANCE WITH GENERALLY RECOGNIZED INDUSTRY STANDARDS FOR SIMILAR SERVICES.

WE LIMIT THE DURATION AND REMEDIES OF ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE DURATION OF THIS LIMITED WARRANTY. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. OUR RESPONSIBILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO REPAIR, REPLACEMENT OR REFUND AS SET FORTH IN THIS WARRANTY STATEMENT. OUR RESPONSIBILITY FOR DEFECTIVE SERVICES IS LIMITED TO REPAIR, RE-PERFORMANCE OR REFUND AS SET FORTH IN THIS WARRANTY STATEMENT. NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT OR ADVICE PROVIDED BY US OR ANY OF OUR SUPPLIERS, AGENTS OR EMPLOYEES WILL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS LIMITED WARRANTY.

a. Who May Use This Warranty?

This limited warranty extends only to the original purchaser of products and services from Edgework Creative. It does not extend to any subsequent or other owner or transferee of the product or any transferee or other beneficiary of the service.

b. What Does This Warranty Cover?

This limited warranty covers during the Warranty Period (as defined below) defects in materials and workmanship in products and services purchased from the Site or under a Contract.

c. What Does This Warranty Not Cover?

This limited warranty does not cover any damages due to: transportation; storage; improper use; failure to follow the product instructions or to perform any preventive maintenance; modifications; combination or use with any products, materials, processes, systems or other matter not provided or authorized in writing by Edgework Creative; variations of color or texture in our Projects which are made of natural materials; unauthorized repair; normal wear and tear; labor or assembly; or external causes such as accidents, abuse, or other actions or events beyond our reasonable control.

d. What Is the Period Coverage?

This limited warranty starts on the date you pick-up or accept delivery of your Project and lasts for one year (the “Warranty Period”). The Warranty Period is not extended if we repair or replace a warranted product or re-perform a warranted service. We may change the availability of this limited warranty at our discretion, but any changes will not be retroactive.

e. What Are Your Remedies Under This Warranty?

With respect to any defective products during the Warranty Period, we will, in our sole discretion, either: (i) repair or replace such products (or the defective part) free of charge or (ii) refund the purchase price of such products. We will also pay for shipping and handling fees to return the repaired or replacement product to you if we elect to repair or replace the defective products. With respect to any defective services during the Warranty Period, we will, in our sole discretion, either: (i) repair or re-perform the defective services free of charge or (ii) refund the purchase price of such services.

f. How Do You Obtain Warranty Service?

To obtain warranty service, you must visit or call 614-300-5021 or email our Customer Service Department at info@edgeworkcreative.co during the Warranty Period and explain the Defect in detail to an Edgework Creative team member.

g. Limitation of Liability.

THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY. OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT OR SERVICE THAT YOU HAVE PURCHASED THROUGH THE SITE OR UNDER A CONTRACT, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF PRODUCTION, WORK, DATA, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS OR SERVICES, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

h. Wood Product Disclaimer.

The characteristics of the wood used to build a particular product may vary slightly from the wood used in any samples or product photography due to the inherent characteristics of the material. Wood is a natural material. There will be variation, including knots, texture and grain variations. We can not control or guarantee the exact look of any board or product. In turn, no representation, warranty and/or guarantee is made with respect to the precise color, luster or appearance of finishes of any product. All of our products are completely handcrafted, and we make no representation or guarantee that any product will appear exactly as any another.

i. What Can You Do in Case of a Dispute with Us?

The informal dispute resolution procedure detailed in this Section 5 is available to you if you believe that we have not performed our obligations under this limited warranty or these Terms.

6. Goods Not for Resale.

You agree to comply with all applicable laws and regulations of the various states and of the United States. You represent and warrant that, unless otherwise expressly agreed in a Contract, you are buying products or services from the Site for your own personal or household use only, and not for resale or export.

7. Intellectual Property Use and Ownership.

You acknowledge and agree that:

a. All uses on this Site or in your Contract of the terms “sell,” “sale,” “resell,” “resale,” “purchase,” “price” and the like mean the purchase or sale of a license. Each product and service marketed by Edgework Creative is made available solely for license, not sale, to you and other prospective customers under the terms, conditions, and restrictions of this license agreement.

b. You will comply with all terms and conditions of the specific license agreement for any product or service you obtain through this Site, including, but not limited to, all confidentiality obligations and restrictions on resale, use, reverse engineering, copying, making, modifying, improving, sublicensing and transfer of those licensed products and services.

c. You will not cause, induce or permit others’ noncompliance with the terms and conditions of any of these product and service license agreements.

d. Edgework Creative and its licensor(s) are and will remain the sole and exclusive owners of all intellectual property rights in and to each product and service made available on this Site and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, and trademarks and other intellectual property rights, subject only to the limited license granted under the product’s or service’s license agreement. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products or services made available by Edgework Creative or of any intellectual property rights relating to those products or services.

e. Customer-Supplied Specifications. 

Where any portion of a Project is fabricated, produced, or supplied in accordance with designs, drawings, specifications, plans, artwork, materials, or other information furnished by Client (“Client-Supplied Materials”), Client represents and warrants that its use and Edgework Creative’s use of the Client-Supplied Materials will not infringe, misappropriate, or violate the intellectual property rights or other rights of any third party. Client shall defend, indemnify, and hold harmless Edgework Creative from and against any third-party claim arising out of or relating to Client-Supplied Materials, including allegations of infringement, misappropriation, or violation of intellectual property, publicity, or privacy rights.

8. Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any of your obligations to make payments to us hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within fourteen (14) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of one-hundred and eighty (180) days following written notice given by it under this Section 8, either party may thereafter terminate this Agreement upon fourteen (14) days’ written notice.

9. Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy, https://edgeworkcreative.co/pages/privacy, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.

10. Choice of Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Ohio, United States of America (including its statutes of limitations and R.C. 2307.39), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio.

11. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the US District Court for the Southern District of Ohio or the courts of the State of Ohio sitting in the County of Delaware, Ohio, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the US District Court for the Southern District of Ohio or the courts of the State of Ohio sitting in the County of Delaware, Ohio. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

12. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13. INDIVIDUAL CLAIMS. IN ANY DISPUTE, NEITHER YOU NOR EDGEWORK CREATIVE WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. A TRIAL COURT JUDGE MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THE ARBITRAL TRIBUNAL HAS NO POWER TO CONSIDER THE ENFORCEABILITY OF THIS CLASS ARBITRATION WAIVER AND ANY CHALLENGE TO THE CLASS ARBITRATION WAIVER MAY ONLY BE RAISED IN A COURT OF COMPETENT JURISDICTION.

14. Indemnification.

a. By Client.

Client shall defend, indemnify, and hold harmless Edgework Creative and its officers, directors, employees, contractors, and agents (collectively, the “Edgework Indemnitees”) from and against any and all third-party claims, actions, proceedings, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) Client-Supplied Materials, (ii) Client’s breach of this Agreement or any Contract, (iii) Client’s modification of, or combination of, any product or service supplied by Edgework Creative with any other product, material, or process not provided or authorized by Edgework Creative, (iv) Client’s violation of applicable law, or (v) Client’s negligence or willful misconduct.

b. By Edgework Creative.

Subject to the limitations set forth in Section 5(g), Edgework Creative shall defend, indemnify, and hold harmless Client from and against any third-party claim alleging that any product designed and manufactured solely by Edgework Creative (excluding Client-Supplied Materials and modifications not authorized by Edgework Creative) directly infringes a valid U.S. patent, U.S. copyright, or U.S. trademark. Edgework Creative’s sole and exclusive obligation, and Client’s sole and exclusive remedy, shall be for Edgework Creative to, at its option: (i) procure the right for Client to continue using the affected product; (ii) modify the affected product so that it is non-infringing; (iii) replace the affected product with a substantially equivalent non-infringing product; or (iv) refund the amount paid by Client for the affected product.

c. Indemnification Procedure.

The indemnified party shall (i) promptly notify the indemnifying party in writing of any claim (provided that failure to give prompt notice shall not relieve the indemnifying party except to the extent of actual prejudice); (ii) allow the indemnifying party sole control of the defense and settlement of the claim (provided that any settlement requiring an admission of wrongdoing or unreimbursed payment by the indemnified party requires the indemnified party’s consent); and (iii) reasonably cooperate at the indemnifying party’s expense.

15. Insurance.

For any Project involving Edgework Creative’s presence at, or delivery or installation on, Client’s premises or a Project site, Client shall maintain, or cause the Project owner to maintain, (a) commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, (b) property insurance covering the Project on a builder’s risk or equivalent basis for the full replacement value of Work in place and stored offsite (where applicable), and (c) any other insurance customarily required for projects of similar type and scope. Client shall provide Edgework Creative with certificates of insurance upon request. Edgework Creative shall maintain such insurance coverage as is customary for businesses of its type and size.

16. Compliance with Laws; Anti-Corruption; Export Controls.

Each party shall comply with all applicable federal, state, and local laws, regulations, and orders in performing its obligations under this Agreement, including all applicable anti-corruption, anti-bribery, sanctions, and export control laws. Neither party shall directly or indirectly offer, promise, or make any payment or transfer of value to any government official or private party in violation of the U.S. Foreign Corrupt Practices Act or similar laws. Client shall not export, re-export, or transfer any product or service purchased from Edgework Creative in violation of applicable U.S. export control laws.

17. Confidentiality.

In connection with any Contract, each party (the “Receiving Party”) may receive non-public information from the other party (the “Disclosing Party”) that is marked or reasonably identifiable as confidential (“Confidential Information”). The Receiving Party shall (a) use Confidential Information solely to perform under this Agreement, (b) protect Confidential Information with at least the degree of care used to protect its own confidential information of similar sensitivity, but in no event less than reasonable care, and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors on a need-to-know basis under obligations of confidentiality no less protective than those in this Section. Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party, (ii) was known to the Receiving Party without confidentiality obligations prior to disclosure, (iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, or (iv) is rightfully obtained from a third party without confidentiality obligations. The Receiving Party may disclose Confidential Information as required by law or court order, provided that it gives the Disclosing Party (where legally permitted) prompt notice and reasonable cooperation to seek a protective order. This Section 17 shall survive any termination or expiration of this Agreement for a period of three (3) years.

18. Independent Contractor.

Edgework Creative is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or to incur obligations on the other’s behalf.

19. Publicity; Portfolio Rights.

Edgework Creative may identify Client as a customer and reference the general nature of the completed Project in Edgework Creative’s marketing materials, portfolio, website, and social media, including the use of photographs of the completed Project. Edgework Creative will not disclose confidential design details or Client’s proprietary information without Client’s prior written consent. Client may opt out of portfolio use by written notice to Edgework Creative prior to completion of the Project.

20. Change Orders.

Any modification to approved drawings, dimensions, layouts, finishes, specifications, materials, equipment selections, delivery requirements, installation requirements, field conditions, design elements, or coordination requirements under a Contract shall constitute a change order (a “Change Order”) as further described in the Contract. Edgework Creative shall be entitled to an equitable adjustment in the Contract Price, production schedule, fabrication schedule, engineering costs, drafting costs, project management costs, storage requirements, delivery schedule, installation schedule, and other impacts resulting from any Change Order. Edgework Creative shall have no obligation to proceed with Change Order work until applicable pricing and schedule impacts have been approved.

21. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms or any Contract without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms or any Contract. Edgework Creative may assign this Agreement or any Contract, in whole or in part, to any affiliate or in connection with a merger, consolidation, or sale of all or substantially all of its assets or business relating to the subject matter of this Agreement.

22. Amendment; No Waivers; Cumulative Remedies. No amendment or modification of these Terms or any Contract shall be effective unless in writing and signed by an authorized representative of Edgework Creative. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Edgework Creative. All rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law or in equity.

23. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you and Edgework Creative.

24. Notices.

a. To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting on our website https://edgeworkcreative.co. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

b. To Us. To give us notice under these Terms, you must contact us as follows: (i) by email transmission to info@edgeworkcreative.co; or (ii) by personal delivery, overnight courier or registered or certified mail to 2505 Silver Drive, Columbus, Ohio 43211. We may update the email address or address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by email transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

25. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

26. Counterparts; Electronic Signatures. Any Contract may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered electronically, including by PDF, DocuSign, or similar electronic execution platform, shall have the same force and effect as original signatures. The parties consent to the use of electronic records and electronic signatures in accordance with the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable Ohio law.

27. Interpretation. The headings in these Terms are for convenience only and shall not affect the interpretation of any provision. The words “include,” “including,” and “includes” shall be deemed to be followed by the phrase “without limitation.” References to “days” mean calendar days unless otherwise specified. References to statutes or regulations include amendments and successor provisions.

28. Entire Agreement. Our order confirmation, these Terms, your Contract with us (if applicable), the license agreement relating to any product or service you obtain on or through this Site, our Website Terms of Use and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.

EDGEWORKCREATIVE.CO

614.300.5021  |  INFO@EDGEWORKCREATIVE.CO

2505 Silver Dr, Columbus, Ohio 43211