Terms of Service

Smart Industry Sp. z o.o.
ul. 3 maja 64/66
93-408 Łódź
NIP: 7292734125
KRS: 0000844578

Thank you for using  (or as we are legally known, Smart Industry LTD Before using or accessing our platform, please read this Terms of Service (the “Terms of Service”) carefully. This document is a legally binding contract between  and you, the User (as defined below), for the use of the applications, software, products and services provided by  (collectively, the “Service”) and as such, we have tried to make it as clear as possible. In addition to the full legal terms and text, we have provided short non-binding summaries with each clause. These summaries do not aim to replace or misrepresent the full text.

A. Definitions

Summary: These terms are used throughout this Terms of Service and it’s important that you understand what we are referring to when we use them.

Terms not defined in this section shall have the meaning provided elsewhere in the Terms of Service.

  • “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the “Terms of Service,”) and all other operating rules, policies, including Privacy Policy and Intellectual Property Policy, and procedures that we may publish from time to time on the Website including but not limited to Shipping, Payments, and Returns.

  • “Content” refers to content featured or displayed through the Website, including without limitation text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Website or otherwise available through the Service.

  • “Customers” refers to individuals or entities that purchase Your Products through a Sales Channel.

  • “Orders” refer to Your Products once they have been purchased by You or Your customers.

  • “Produced Orders” refer to Orders that have been completed and shipped.

  • “Products,” refers to all products offered by different Providers on our Website including, but not limited to clothing, accessories, home decor, kitchenware, footwear and stationary.

  • “Providers,” refers to the organizations and companies that  partners with in the scope of its Service to offer Products to You.

  • “Sales Channels,” or “Stores” refer to the other websites and platforms that You use to sell Your Products, including but not limited to Shopify, Woocommerce, Ebay, or Etsy.

  • “Us” and “We” refers to , Sp.z.o.o., as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.

  • “User,” “You,” “Your” refers to the individual person, company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the account; or that directs the use of the account in the performance of its functions.

  • “User Products” refers to Products created by Users adding Content using the Service. “Your Mockups” are visual representations of Users’ Products created through the Service.

  • “User-Generated Content” is Content, written or otherwise that is created or uploaded by our Users.

  • “Website” refers to ’s website located at smartfactore.eu, and all content, services and products provided by  through the Website. It also includes -owned subdomains of smartfactore.eu such as app.smartfactore.eu and all subdomains of smartfactore.eu such as app.smartfactore.eu, and the use of future and current  plugins, such as those available in the Shopify App store,. Occasionally,  plugin pages and websites owned by  may provide additional or different terms of service. If those additional terms conflict with these Terms of Service, the terms in the additional terms with regard to the matter in conflict shall apply.

  • “Your Content” is Content that you create or own.

B. General

  1. When You use Our Services and Content, You are agreeing to:

    1. Our Terms of Service

    2. Our Privacy Policy

    3. Our Intellectual Property Policy

    4. Any other terms or policies we reference below.

  2. Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, the Agreement constitutes the entire understanding between  and You pertaining to the subject matter hereof, and supersedes any and all prior oral or written understandings or agreements between  and You in relation to the access to and use of the Service.

  3. If any provision of these Terms of Service are held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

Questions about the Terms of Service? Contact us.

C. When Do These Terms Apply?

Summary: By using , you are agreeing to all the terms below.

By using the Service, You acknowledge that You accept and agree to be bound by these Terms of Service. If You do not agree to these Terms of Service, You may not access the Service, and if You are already registered, cancel Your account.

D. Can These Terms Be Modified?

Summary: We can change these Terms of Service, and if the changes are big, we’ll let you know.

 reserves the right to revise the Terms of Service from time to time and the most current version will always be posted on our Website. If a revision, in our sole discretion, is material we will notify You. The “Last Updated” date at the top of the Terms of Service reflects the date of the last modification. Your use of the Service following the effective date of any modifications to the Terms of Service will constitute your acceptance of such modification. If You do not agree to the new Terms of Service, You should stop using the Service and cancel Your account.

E. What Is the Scope of ’s Services?

Summary:  is an online platform that allows you to create and connect your store to sell products with your content. . You focus on creating and selling, we handle the rest.

 

 is an online for print on demand and manufacturingand dropshipping service provider . We Create Your Products that You can customize with Your Content and sell to Customers. We also maintain and create integrations with different Sales Channels so that Your Products can be easily published to your Stores. When Your Products are purchased by Customers through a Sales Channel, We are notified and We start working, printing and delivering Your Products to Your Customers.

Summary:  is a Printing and manufacting company, we do not sell products to your customers

 

Summary: Using  does not make you an employee of .

If You choose to use the Service to sell Your Products, Your relationship to  is limited to being that of a consumer and not an employee, agent, joint venturer, or partner of  for any reason. You act exclusively on your own behalf and for your own benefit, and not on behalf or for the benefit, of .

Summary:  manages the entire process of receiving your customers orders direct from your web site or E-store, printing and or manufacturing those orders and dispatching direct to your customers.

We are responsible for the production and dispatch of your customers products

.

Summary:  will often link to and suggest other helpful services and sites that will help you successfully run your online shop. These are not our services and are not endorsements by us of their quality. Exercise your own judgement.

 may give You access to link to various external resources or third-party services (“Third Party Sites”).  does not endorse any of these Third Party Sites and does not control them in any manner. These Third Party Sites may be governed by their own terms of service and policies.  is not liable or responsible for the accuracy of such services or their content, or products, and You need to take appropriate steps to determine whether accessing a Third Party Site is appropriate, and to protect Your personal information and privacy on such Third Party Site.

Summary: We don’t guarantee that our website will be online 100% of the time. Due to the nature of product development and the Internet, our website may have periodic downtimes.

Due to the nature of the Internet,  cannot guarantee uninterrupted access and availability of the  Service. We reserve the right to restrict the availability of our Service or certain features if necessary in view of capacity limits or the integrity of our servers. We also reserve the right to restrict access when performing maintenance measures to ensure the proper working and functioning of the  Service.  can improve or modify its Service and may introduce new offerings from time to time.

F. Who Can Access  and Use the Service?

Summary: You have to be at least 18 years old to use our service and if you are signing up on behalf of someone else, you are acknowledging that you have the right to do so. Certain features of our platform may have additional terms other than those here.

  1. You must be at least 18 years old and able to access and use the Service or to create a  account. By accessing and using our Service, you represent and warrant that you are 18 years of age or older and have the legal capacity and authority to enter into a contract.

  2. If you open an account on behalf of a company, organization, or other entity, then “You” includes you and that entity, and You represent and warrant that You are authorized to grant all permissions and licenses provided in this Terms of Service and bind the entity to these Terms of Service, and that you agree to these Terms of Service on the entity’s behalf.

  3. The access to or use of certain areas and features of the Service may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms of Service and the terms and conditions applicable to a specific area or feature of the  Service, the more specific terms and conditions will apply, unless specified otherwise.

  4. To use our Service, You have to register an account. Details on how to do so are provided in the next section.

  5. You understand and agree that You are responsible for paying any and all applicable taxes that may be due as a result of your use of the Service.

G. What Are the Rules for Creating and Maintaining an Account?

Summary: We have certain requirements that you must abide by when you create an account with Us.

  1. To create a  Account You may be required to provide  with certain personal information, which may include your full legal name, current address, phone number, email address, and payment information. This information will be held and used in accordance with ’s Privacy Policy. You agree that You will supply accurate and complete information to , and that You will update that information promptly after it changes. You further agree that:

    1. You shall not create an account or access the Service if You are under the age of 18;

    2. You shall not have more than one account at any given time, and shall not create an account using a false identity or information, or on behalf of someone other than yourself or your entity, which has provided you authorization to create the account on behalf of it;

    3. You shall not have an account or use the Service if You have been previously removed by the Company;

    4. We may reject your registration or cancel an existing registration for any reason at our sole discretion.

    5. We will use the email address you provide as the primary method of communication.

    6. Any harassment or insult towards  employees may result in immediate account termination.

  2. You are solely responsible for keeping your account credentials secure and you may not disclose your credentials to any third party. You must immediately notify  if you have any reason to suspect that your credentials have been compromised, lost or stolen or in the case of any actual or suspected unauthorized use of your  Account. You are solely responsible for any and all activities performed through your  account.  will not be liable for any loss that You may incur as a result of someone else using Your username or password, either with or without Your knowledge. To the extent allowable by law, you shall be liable for any expenses and reasonable attorney’s fees for your failure to safeguard user and password information and/or promptly notify the Company about unauthorized use of your account or breach of your account information or password.

  3.  expressly disclaims any and all liability arising from revocation, cancellation, or suspension of your account for any reason. Your account and registration will terminate immediately upon your breach of any of the terms herein. You may terminate your account and participation as a registered user at any time from your Account Settings > Personal Data > Delete my data. Before proceeding with deleting your account, make sure that you have disconnected your store from the respective sales channels, unsubscribed from the business plan and removed your registered credit card. Deleting your account is irreversible and you will not be able to access the data afterwards. Nonetheless, you will still be responsible for any and all pending orders and charges.

H. What Are Your Rights to Content on ?

Summary: All content you upload is owned by you. If we are notified or if we believe that the content is not yours, or if the content doesn’t meet our standards, we will remove it at our discretion. By uploading content to , you allow us to use your content for things like marketing and education of  users.

  1.  grants You a limited, revocable, non-exclusive, non-transferable license to access and use the Service for Your own individual use subject to the other terms of this Terms of Service. All rights, title, and interest in and to the Service not expressly granted herein are reserved by the Company.

  2.  allows You to upload and post Content to our Website. Anything that You put on the Products remains Your Content. You retain all rights in, other than the rights expressly granted to  below and any that you may grant to your Customers, and are solely responsible for Your Content.

  3. You can only post Content that is either Yours, or for which you have written authorization from the Content owner. You represent and warrant that any Content you post is owned by You or that You have authorization from the Content owner to post it.  More detailed information can be found in the  Intellectual Property Policy. By posting Content, You accept those terms as well.  If You believe that someone has improperly used Your copyrights or trademarks, please report it to us as set forth in the Intellectual Property Policy.

  4. By using the  Service, You grant  a non-exclusive, transferable, sublicensable, royalty-free, and worldwide license to use, store, display, reproduce, save, modify, create derivative works, perform and distribute Your Content solely for the purpose of operating, developing, and promoting the  Service.

  5. As a condition of use of the Service, You agree not to use the Service for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Service and you shall abide by all local, state, national, and international laws and regulations and any applicable regulatory codes. You agree to the following:

    1. You may not resell, rent, lease, loan, sublicense, distribute, or otherwise transfer rights to the Service.

    2. You may not modify, reverse engineer, decompile or disassemble the Service

    3. You may not copy, adapt, alter, modify, translate, or create derivative works of the Service without written authorization of .

    4. You may not permit other individuals to use the Service, including but not limited to shared use via a network connection, except under these Terms of Service.

    5. You may not circumvent or disable any technological features or measures in the services that are designed for protection of intellectual property rights.

    6. You may not use the Service in an attempt to, or in conjunction with, any device, program, or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction.

    7. You may not use or access the Service to compile data in a manner that is used or usable by a competitive product or service.

    8. You shall not use your Account to advertise, solicit, or transmit any commercial advertisements, including chain letters, junk e-mail or repetitive messages to anyone.

    9. You shall not use your Account to engage in any illegal conduct.

    10. You shall monitor your Account to restrict use by minors, and You will deny access to children under the age of 13. You accept full responsibility for any unauthorized use of the Service by minors in connection with your Account and You are responsible for any use of your credit card or other payment instrument by minors.

    11. You shall not use the Service to order and resell blank Products without customizing them with your artwork. 

    12. Any such forbidden use shall immediately terminate Your license to the Service.

  6.  may use its discretion to remove Your Content from our Service, at any time, with or without prior notice to you, if it violates any of our Terms of Service or policies or is reported to be infringing on intellectual property rights of others.  is not obligated to monitor or police Your Content. In addition to intellectual property concerns, Content that contains any of the below is prohibited and may also lead to termination of Your account.

    1. Child Exploitation: You may not post or upload Content that exploits or abuses children, including but not limited to images or depictions of child abuse or sexual abuse, or that presents children in a sexual manner.

    2. Harassment, Bullying, Defamation and Threats: You may not post or upload Content that harasses, bullies, defames or threatens a specific individual.

    3. Hateful Content: You may not post or upload Content that condones or promotes violence against people based on race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability, medical condition or veteran status.

    4. Illegal Activities: You may not post or upload Content that facilitates or promotes activities that go against the laws of the jurisdictions in which you operate or do business.

    5. Intellectual Property: You may not post or upload Content that infringes on the copyright or trademarks of others.

    6. Personal and Confidential Information: You may not post or upload any Content that contains personally identifiable information sensitive personal information, or confidential information, such as credit card numbers, confidential national ID numbers, or account passwords unless you have consent from the person to whom the information belongs or who is otherwise authorized to provide such consent.

    7. Self-Harm: You may not post or upload Content that promotes self-harm.

    8. Terrorist Organizations: You may not post or upload Content that implies or promotes support or funding of, or membership in, a terrorist organization.

  7. When You use the Service,  reserves the right to view, monitor, and record activity without notice or further permission from You, to the fullest extent permitted by applicable law, although we have no obligation to do so. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity involving use of the Service.

I. How do Payments Work on ?

Summary:  will only charge you fees if you subscribe to a  payment plan . No products are produced or shipped unless payment for those products has first been received via credit/debitor Paypal or from an existing  balance. Users have the option to change settings for when and how often they are charged. You cannot withdraw “sales credits” or “subscription bonus”.

  1. Unless Users subscribe to the  payment Plan, there are no fees or charges for the platform itself.

  2. To order samples of Your Products or to fulfill any Customer Orders, You must pay for the Order in advance. The price You pay will be the price of the Product plus shipping and taxes (if applicable). These prices can be found in the  Catalog and on our Shipping Rates page. Orders will not be processed until payment has been received by .

  3.  cannot pull funds that You may have available in any Sales Channel. In order to process payments on , You need to either have a Credit or Debit card on file or connect  to your PayPal account. By default,  will charge funds for Orders from an existing  balance first, and if there is a remaining balance due then  will charge any saved Credit or Debit cards.

  4.  charges Users when Orders are sent to production. Users have the option to change their settings to adjust how often Orders are sent to production and whether  charges per Order or for multiple Orders together. These settings can be found here, after You create an account and connect a Sales Channel.

  5.  may issue a coupon. A coupon is virtual money that can be used for paying for manual and sample orders. You may use a coupon only for a single order. Multiple coupons cannot be combined. Each coupon’s value is divided according to the total line items in the order. It cannot be converted to cash or withdrawn.

  6. If you have an issue with your order, contact  before disputing your claim with your credit card company. If you have filed a dispute with your credit card company, we will not be able to issue you a refund as well, and we cannot make any refunds or replacements until the dispute is resolved or cancelled. If there are Order issues and after an investigation  offers you a refund, this will be provided in the form of a  credit and will appear in your  balance.

  7. Once a user withdraws funds from  balance it will be sent to the same payment source where it initially came from, whether it is a credit/debit card or a PayPal account. If a top-up is made via PayPal, withdrawal can only be made to the same PayPal account. In case the initial payment was made with a card, the  balance withdrawal will take place in the form of a credit/debit card full or partial refund. Subscription bonus provided to subscribers of the  Payment Plan will not be able to be withdrawn.

  8. Users are responsible for paying any necessary sales tax on their transactions. Because of the nature of dropshipping businesses, taxes differ depending on who r sells the Product, and where it is delivered.  recommends that You consult with an outside tax accountant.

  9. European Union (EU) regulations require  to collect Value Added Tax (“VAT”) on all orders produced and shipped within the EU. Users with businesses registered with the EU may apply for a VAT Exemption if the Users have a valid VAT number. If you qualify for a VAT exemption, contact  Merchant Support with your VAT number and business details and we will apply the exemption in our system.

J. How Does  Handle Order Related Issues?

Summary: If you have an issue with your order, contact  directly within 5 days of product delivery and provide all necessary information and photographic evidence. After investigation, we will determine if you are eligible to receive a replacement at no cost to you. Some issues do not qualify for replacement, they are outlined below.

At  we print and manufactures all orders

We recommended reading our Design Guide before you publish our mockups to your ecommerce store.

Please closely review and follow our guide, so that you and your customers get the high-quality products you’re looking for. It will help you minimize your issues, and following this guide is the only way we can guarantee optimal quality.

  1. ’s customer service Support team handles all conflict resolution on behalf of our customers . Users agree to contact  customer service Support for all conflict resolution. If the Produced Order does not meet User or Customer expectations, Users must first contact  Customer service Support within 5 days of product delivery. In order to best resolve the matter, the User should provide all relevant materials for  to investigate the issue, including a description of the Produced Order, the issue, and quantity of Products affected.

  2. Products are unique and produced to order, therefore, they are non-refundable. Once an Order has been sent in to production d the User can no longer edit the details of the Order or cancel it. If the shipment details are incorrect, or the Customer ordered the wrong size or color,  is not responsible and will not offer replacements or refunds. The User is responsible for relaying the correct information from the User’s Customers.

  3. Orders for products with recently updated artwork go through a  Quality Control process that checks for low-resolution imagery or any other design related issues. If an issue is discovered,  will send merchants an email explaining the issue and any possible product quality repercussions. If You choose to proceed with the order, or if  does not receive a response within 24 Hours of the email notification, the order will be submitted and You will not be eligible for any replacements or refunds for this order. Orders that don’t meet other criteria of ’s Terms of Service or Intellectual Property Policy will be cancelled, and charges refunded.

  4. The Production times listed on the Website are estimated average times and are in no way guaranteed. If Your Order seems to be taking an unusually long time to be produced or delivered, please contact ’s Customer service Support team. If the Produced Order is lost during Shipment,  will investigate and may provide replacements when appropriate.

  5. After investigating Your issue, if ’s Custiomer service Support team determines that your Product is faulty, Your Orders will be submitted for either reprint or replacement. Refunds are only provided if a subsequent reprint or replacement is also found to be faulty by our Customer service Support team. Refunds will be issued in the form of credits to Your  balance.

  6.  does not give refunds for orders that have been shipped without tracking until they are verified to be lost.

  7. If an order is returned to  due to an incorrect address, the User will be contacted by  Customer Service Support to arrange a reshipment. The User will be liable for the reshipment costs once an updated address is provided and confirmed. Otherwise, packages will be donated after two weeks if  Customer Servicxe Support is not provided with a valid address for the reshipment. Reshipment costs include the original shipping cost of the product and a service fee of Euro 4. The service fee covers any Charge On Delivery (C.O.D) fees that we get charged

  8. If an order has not been delivered in 30 calendar days (for regional EU orders) or in 45 calendar days (for USA orders), merchants should contact  Merchant Support within 1 week in order to be eligible for a reprint/refund.

K. Can You Use ’s Image and Name?

Summary: We take intellectual property rights seriously and we kindly ask you to respect ours.

, smartfactore.eu and other  graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, or trade dress of  that may not be used in connection with any Product or service without the prior written consent of . The images and icons available in our brand and press kit may be used by partners and third party sites as long as the appropriate links to the  Website are included.  reserves the right to request removal of Your use of the images and icons at any time.

L. Limitation of Liability

Summary: We are not responsible for any losses you incur as a result of using our service. We are not responsible if you break the law or breach this agreement and are sued as a result. Please read this section carefully; it limits our obligation and responsibilities to you.

  1. Limitation of Liability. IN NO EVENT SHALL , ITS OFFICER, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, ADVERTISES, OR PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, OR FOR DAMAGES IN THE AGGREGATE EXCEEDING THE AMOUNT OF THE FEES PAID AND PAYABLE BY YOU TO  OR $100.00 (WHICHEVER IS MORE), ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  2. You agree to indemnify and hold  and, its parent, subsidiaries, affiliates, partners, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service, or your violation of any law or the rights of a third party.

  3. Warranty Disclaimer.  controls and operates the Service from various locations and makes no representation that the Service is appropriate or available for use in all locations. Services may not be available in Your location or may vary across locations. THE SERVICE AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND IS PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW. , AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS AND PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES / COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

M. What if I Have Legal Issues with ?

Summary: If you have legal issues with , you agree to talk to us first, and if we can’t resolve the situation together, we will follow professional procedures for arbitration. If the issue isn’t arbitrable, all legal issues will be handled in the State of Delaware.

  1. If a dispute arises from or relates to these Terms of Service, You agree to first contact  Merchant Support to attempt to resolve the issue. If the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to the Terms of Service shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

  2. To the extent any claim, dispute or controversy regarding  or our Service isn’t arbitrable under applicable laws or otherwise, You and  both agree that any claim or dispute regarding  will be resolved exclusively in accordance with Clause N.3 of these Terms of Service.

  3. These Terms of Service shall be governed by the laws of the EU without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the EU Courts for any actions not subject to Arbitration as outlined in Clause M.1 herein.