Definitions

“Company” Definition:
For purposes of this document, the term “Company” shall mean Champa Ventures LLC, including its owners, directors, officers, employees, agents, representatives, affiliates, successors, and permitted assigns.

“Client” Definition:
For purposes of this document, the term “Client” shall mean any individual, business entity, or organization that submits a design request, places an order, or otherwise engages the Company for the design, manufacture, or purchase of customizable baking or pizza pans.

Manufacturing Restrictions and Conditions

The Company reserves the right to manufacture customizable baking and pizza pan designs subject to the following restrictions and conditions:

(1) Patent and Design Protection:
The Company affirms that it holds proprietary rights, including but not limited to patent rights, in and to its customizable baking and pizza pan designs, concepts, and manufacturing methods. The Client acknowledges and agrees that it shall not reproduce, replicate, manufacture, commission, or otherwise cause to be produced any such designs, in whole or in part, without the Company’s prior express written consent. Any unauthorized use or reproduction shall constitute a violation of applicable intellectual property laws and may result in legal action.

(2) Design Reproduction Rights:
The Company reserves the unrestricted right to reproduce, reuse, manufacture, and sell any shapes, designs, or configurations previously developed, manufactured, or sold, including those created pursuant to a Client’s request. Notwithstanding the foregoing, the Client may obtain exclusive rights to a specific design only through a separate written agreement expressly granting exclusive patent or design rights. In the absence of such written agreement, no exclusivity shall be implied or granted, and the Company shall retain full rights to reuse such designs for any purpose.

(3) Structural Continuity Requirement:
All sections of the customizable baking or pizza pan must be integrally connected to the primary structure of the unit and maintained on a single, continuous plane. Isolated or detached sections are not permitted.

(4) Design Precision Limitation:
The Company does not warrant or guarantee the visual accuracy, clarity, or structural integrity of designs incorporating fine lines, intricate details, or small sections. Such features may not reproduce as intended due to scaling limitations, material behavior, or manufacturing tolerances.

(5) Content-Based Restriction:
In accordance with the Company’s sincerely held religious principles and ethical standards, the Company shall not accept, manufacture, or fulfill any orders that include designs depicting, representing, or resembling living beings or created forms.

(6) Logo Authorization Requirement:
Any request to manufacture a customizable baking or pizza pan incorporating a logo, trademark, or other proprietary branding shall be subject to prior written authorization from the applicable company’s authorized leadership or legal representative. The Company shall not proceed with production of such designs without receipt and verification of such written approval.

(7) Intellectual Property Indemnification:
The Client represents and warrants that it has obtained all necessary rights, licenses, and permissions to use any logos, trademarks, or proprietary materials submitted for production. The Client agrees to indemnify, defend, and hold harmless the Company, its officers, employees, and affiliates from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or related to any alleged or actual infringement of intellectual property rights.

(8) Design Approval and Final Responsibility:
The Client shall be solely responsible for reviewing and approving all final design specifications, drawings, and/or prototypes prior to production. Upon such approval, the Company shall not be liable for any errors, omissions, or discrepancies contained within the approved design.

(9) Manufacturing Tolerances:
All products are subject to standard manufacturing tolerances. Minor variations in dimensions, weight, appearance, or finish shall not constitute defects and shall be deemed acceptable and within specification.

(10) Use, Wear and Tear, and Liability Limitation:
The Client acknowledges and accepts the unique nature of custom-designed baking and pizza pans, including any variations in design, structure, and performance. The Client further agrees that normal use of the product may result in wear and tear over time, including but not limited to degradation, bending, or damage to any part of the pan, including tabs, structural components, and the materials from which the pan is constructed. Under no circumstances shall the Company be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with the design, manufacture, sale, or use of any product. The Company shall not be liable for any loss, damage, or injury resulting from misuse, improper handling, or alteration of any product.

The Company makes no guarantees regarding the long-term durability or performance of custom features and shall not be liable for any wear and tear, damage, or deterioration resulting from use, handling, or exposure to heat, cleaning processes, or other conditions associated with normal or commercial use. The Client expressly agrees that the Company shall not be held liable for any such damage, whether partial or complete, to the product or any of its components.

(11) Prototype / Sampling Requirement:
The Company reserves the right, at its sole discretion, to require the development of prototypes or sample units prior to full-scale production for certain custom designs. Any associated costs, revisions, and extended lead times shall be the responsibility of the Client.

(12) Order Refusal and Cancellation:
The Company reserves the right, at any time and in its sole and absolute discretion, to refuse, suspend, or cancel any order, with or without cause, including but not limited to non-compliance with these terms, feasibility concerns, or conflicts with Company policies or values.

(13) Limitation of Liability Cap:
In the event of any lawsuit or legal proceeding in which the Company is found liable for any unforeseen issue, or claim arising out of or related to its services, the total liability of the Company shall be strictly limited to the total amount paid by the Client for the specific product giving rise to such claim. This limitation shall apply regardless of the nature of the claim and notwithstanding any failure of essential purpose of any limited remedy.

(14) Governing Law:
This agreement, and any dispute, claim, or controversy arising out of or relating to this agreement, the products, or the relationship between the Company and the Client, shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles.

(15) Force Majeure:
The Company shall not be liable for any failure or delay in the performance of its obligations due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, war, terrorism, labor disputes, supply chain disruptions, equipment failure, governmental actions, or interruptions in utilities or transportation (“Force Majeure Event”). In the event of such delay, the Company’s obligations shall be suspended for the duration of the Force Majeure Event.

(16) Payment and Refund Policy:
All orders for customizable baking and pizza pans are final and non-cancelable once production has commenced. The Company may require a 25% non-refundable deposit prior to initiating the design process. The remaining balance shall be due in full upon the Client’s approval of the 3D design and prior to commencement of manufacturing. The Company reserves the right to suspend or cancel production for non-payment or late payment. Prices are subject to change without notice; however, the Company shall honor the price confirmed at the time of the order acceptance. Unless otherwise expressly agreed in writing: All payments made are non-refundable, including but not limited to deposits, design fees, and production costs; Custom-made products are non-returnable and non-exchangeable due to their personalized nature; The Client acknowledges that any approved design constitutes acceptance of the final product specifications, and no refunds or chargebacks shall be permitted based on subjective dissatisfaction with design outcomes.