Acceptance of Terms
The Website Service is offered to Member conditioned upon Member’s acceptance without modification of this Agreement. Member acknowledges that, from time to time, it may be necessary for PrintSites to update or revise certain provisions of the Agreement. By signing up for the Website Service and accepting this Agreement, Member agrees that PrintSites may change the terms of the Agreement in its sole discretion without specific notice to Member. If Member does not agree to the changes implemented by PrintSites, Member’s sole and exclusive remedy is to cancel Member’s subscription to the Website Service (“Member’s Website Account”). Unless explicitly stated otherwise, any new features or products that change, augment or enhance the current Website Service shall be subject to this Agreement.
General Use of the Website Service
Member shall not use the Website Service, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement. Without limiting the generality of the foregoing, Member agrees that Member will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other Website or product, transfer, or sell any information, content, artwork, graphics, software, lists of users, databases or other lists, products or services provided through or obtained from the Website Service other than for use as expressly permitted by this Agreement. This means, among other activities, that Member agrees not to engage in the practices of “screen scraping”, “database scraping”, or any other activity with the purpose of obtaining lists of users or other information. Member agrees that Member will not use the Website Service in any manner that could damage, disable, overburden, or impair the Website Service or interfere with any other person’s use and enjoyment of the Website Service. Member may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website Service. Except with the written permission of PrintSites, Member agrees that Member will not access or attempt to access password protected, secure or non-public areas of the Website Service. Without limiting any of PrintSites’ rights or remedies under this Agreement or available to PrintSites at law or in equity, if Member violates any of the above restrictions Member’s Website Account may be terminated and Member may be subject to prosecution.
Charges and Billing
PrintSites reserves the right to charge fees for the Website Service or any portion thereof and any applicable fees will be posted on the PrintSites website or provided to Member in a separate pricing sheet. If Member is required to pay a fee for all or any part of the Website Service for which Member has chosen to subscribe, Member hereby authorizes PrintSites to charge Member’s valid and current credit or debit card in advance for all applicable fees incurred by Member in connection with Member’s Website Account. Member’s Website Account will automatically renew at the end of each applicable subscription period, unless Member’s Website Account is terminated in advance of the end of the then-current subscription period. If there are any annual, monthly or similar periodic subscription fees associated with Member’s Website Account, these fees will be billed automatically to the Member’s designated valid and current credit or debit card at the start of each renewal period, unless Member terminates Member’s Website Account before the relevant period begins. If Member registered for the Website Service using a PrintSites promotional code or discount, after the initial promotional period expires, Member’s subscription (base package and any purchased upgrades) will automatically be renewed and billing will continue at the then-current prices for the Website Service. Member further acknowledges that it is Member’s responsibility to notify PrintSites of any changes to Member’s credit card and to update Member’s credit card number if Member’s credit card has expired, or Member’s Website Account and access to the Website Service may be terminated or interrupted. All fees associated with Member’s Website Account shall be paid in U.S. dollars.
PrintSites reserves the right to change any fees (which includes but is not limited to, increasing prices on existing or new Website Services and charging a fee for upgrades at any time, provided, however, that PrintSites will use reasonable efforts to provide Member with notice prior to, or concurrently with making any fee changes to existing Website Services. If Member finds any change to the pricing of any Website Service to be unacceptable for Member’s continued use of the Website Service, Member may cancel such Website Service and terminate Member’s Website Account at any time, but PrintSites will not be obligated to refund any remaining portion of Member’s pre-paid fees when Member cancels such Website Service.
Member agrees to pay Member’s Website Account balance when due. Member also agrees to pay any federal, state and local taxes, including sales, use, value added or other similar taxes, resulting from Member’s use of the Website Service. Member is responsible and liable for any fees, including attorney and collection fees, that PrintSites may incur in its efforts to collect any remaining balances due from Member. This Section 3 shall in no way limit any other remedies available to PrintSites at law or in equity. Member also acknowledges and agrees that Member will be billed for and will pay any outstanding balances if Member’s Website Account is terminated due to Member’s breach of this Agreement. Member must notify PrintSites in writing of any billing problems or discrepancies within thirty (30) days after they first appear on Member’s credit card account statement. If Member does not notify PrintSites in writing within thirty (30) days, Member waives any right to dispute such problems or discrepancies.
PrintSites Support Services
Phone support is limited to technical questions only. Non-technical questions including, but not limited to, questions relating to design, search engine optimization, marketing planning or similar services, shall not be included in the phone support services offered at no additional charge.
Member Account Limitations
Member hereby acknowledges that PrintSites may, from time to time, in its sole discretion, establish general practices and limits concerning the use of the Website Service and Member Site, including without limitation, (a) the maximum number of days that specific Website Service offerings, such as email messages, guest book entries, discussion board postings or other content posted on the Member’s Website (to the extent available and subscribed for) will be retained by PrintSites, (b) maximum limits on bandwidth usage that will be allotted to Member, (c) maximum limits on storage space, (d) the maximum number of Member Sites per Member’s Website Account, (e) the maximum number of photographs or other data (if any) according to the type of Member’s Website Account, (f) maximum limits on the number of pages within each Member Site, and (g) maximum time limitations for the retention of Member Content following any trial periods or account cancellation. PrintSites further reserves the right to delete at any time, in its sole discretion and without prior notice, duplicate images uploaded for printing. Any of the foregoing limits will be consistent with the Website Service (including any upgrades) for which Member has registered. Member agrees that PrintSites has no responsibility or liability for the deletion or failure to store any content maintained or transmitted by the Website Service, including without limitation any Member Content. Member further acknowledges and agrees that PrintSites reserves the right to change these general practices and limits at any time, in its sole discretion. If Member finds any such changes to be unacceptable for Member’s continued use of the Website Service, Member may cancel the Website Service and terminate Member’s Website Account at any time, but PrintSites will not be obligated to refund any remaining portion of Member’s pre-paid fees.
Member’s right to use the Website Service is personal to Member and Member’s company and its employees (if applicable). Member, and not PrintSites, is entirely responsible for all information, data, text, software, music, sound, photographs, graphics, templates, video, messages or other materials and content, as applicable, posted or linked to by Member or its affiliates, agents, employees, representatives, or customers via the Website Service, including, without limitation, any such information, data, text, software, music, sound, photographs, graphics, video, messages or other materials and content posted or linked to on any Member Site (including, without limitation, as part of a domain name selected or used by Member) (collectively, “Member Content”). Member, and not PrintSites, is responsible for compliance with all laws, regulations and ordinances connected with all aspects of the creation, use and maintenance of the Member Content, Website Service and Member Sites by Member and its affiliates, employees, agents, representatives and customers. Without limiting the generality of the foregoing, Member, and not PrintSites, is responsible for compliance with all policies, rules, procedures, regulations, and other terms and requirements of the applicable, federal, state and local laws. Member shall not use the Member Content, Website Service or Member Sites for any illegal purpose in violation of any local, state, federal or foreign law. Member must provide all required and appropriate warnings, information and disclosures, comply with all applicable laws and regulations, and take all other required and appropriate actions in connection with the creation, use and maintenance of the Member Content, Website Service and Member Sites by Member and its affiliates, employees, agents, representatives and customers. If the Website Service or Member Sites do not provide adequate facility or features for Member to provide such information or take such actions, then Member shall not create, use or access the Member Content, Website Service or Member Sites or permit any other party to do so.
With respect to any Member Content, Member Data, or End-User Data (as defined below) on the Website Service and Member Sites, Member agrees not to submit, post, upload, transmit or otherwise make available any Member Content, Member Data, End-User Data or other information that:
- is misleading to others, including but not limited to consumers or other visitors to Member Sites;
- is unlawful, threatening, abusive, harassing, tortious, defamatory, obscene, harmful, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable;
- Member does not have a right to submit, post, upload transmit or otherwise make available under any law (including without limitation data privacy laws or export control restrictions) or under contractual or fiduciary relationships (such as information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- infringes, violates or misappropriates any party’s patent, trademark, trade secret, copyright or other proprietary right;
- contains software viruses or any other computer codes, worms, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment and/or that attempts to access the accounts of others, or attempts to penetrate security measures of PrintSites, its vendors or suppliers or other entities’ systems (“hacking”), whether or not the intrusion results in corruption or loss of data;
- imposes an unreasonable or disproportionately large load on PrintSites’ infrastructure or that exceeds the limits provided by the Website Service for which Member registered; or
- includes any unsolicited or unauthorized advertising, promotional materials, “spam”, “chain letters”, “pyramid schemes”, “junk mail”, or any other similar form of solicitation.
With respect to use of the Website Service and Member Sites, Member further agrees not to:
- interfere with, disrupt or harm in any way the Website Service or servers or networks connected to the Website Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Website Service;
- intentionally or unintentionally violate any applicable local, state, Federal or foreign laws, including, but not limited to, rules and regulations promulgated by the U.S. Securities Exchange Commission, U.S. Federal Trade Commission, U.S. Federal Communications Commission, U.S. Department of State, U.S. Department of Treasury, U.S. Department of Commerce, any rules and regulations of national or other securities exchanges, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any applicable regulations having the force of law;
- impersonate any person or entity or falsely state or otherwise misrepresent Member’s affiliation with any person or entity; intentionally omit, delete forge or misrepresent transmission information, including any headers, return mailing, and Internet Protocol addresses; or otherwise manipulate any identifiers in order to disguise the origin of any Member Content transmitted through the Website Service;
- promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals;
- sell, distribute, disseminate or link to any sites for marketing, sales, or distribution of: firearms, explosives, ammunition, tobacco products and any other products or services that (i) Member cannot legally sell, (ii) are misrepresented, and/or (iii) if sold via a Member Site could cause PrintSites to violate any law, statute or regulation;
- post or disclose any personal or private information or images about children or any third party without their express written consent (or a parent’s express written consent in the case of a minor), or engage in any activities that would violate the personal privacy rights of others;
- violate any third party contracts to which Member is subject as a result of its access to or use of the Website Service; or
- encourage, permit or enable any of its representatives, agents, employees, affiliates, customers or any other third party to do any of the foregoing.
PrintSites may immediately terminate Member’s Website Account and access to and use of all or part of the Website Service in the event PrintSites reasonably concludes that Member is or may be in breach of any of the above listed rules of member conduct.
Third Party Content
For Member’s convenience, the Website Service may contain products, services, content and information from third party providers (such as advertisers and affiliates) and/or links to their Websites (“Third Party Content”). Such Third Party Content is not under the control of PrintSites and PrintSites is not responsible for such content, including, without limitation, any link contained in such content, or any changes or updates to such content. PrintSites is under no obligation, but does reserve the right in its sole discretion to pre-screen Third Party Content available on the Website Service. PrintSites is not responsible for, disclaims all liability for and makes no representations or warranties for any Third Party Content provided by others. PrintSites is providing such Third Party Content to Member only as a convenience, and the inclusion of such content does not imply endorsement by PrintSites of such Third Party Content or the affiliate or advertiser. Member may be subject to additional and/or different terms, conditions, and privacy policies when using third party products, services, content, software, or sites and agrees to comply with any and all end-user obligations or terms and conditions imposed by the providers of such Third Party Content. PrintSites reserves the right to remove any Third Party Content that does not meet PrintSites’ standards, but PrintSites is not responsible for any failure or delay in removing such Third Party Content.
PrintSites is not and will not be responsible for (i) the terms and conditions of any transaction between Member and any third party, (ii) any insufficiency of, suspension of or problems with any such third party’s service, background, insurance, credit or licensing, or (iii) the quality of any Third Party Content provided by any such third party or any other legal liability arising out of or related to any Third Party Content. In the event that Member has a dispute with any such third party, Member releases PrintSites (and its affiliates, suppliers, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
DISCLAIMER OF WARRANTIES
MEMBER EXPRESSLY UNDERSTANDS AND AGREES THAT: (A) MEMBER’S USE OF THE WEBSITE SERVICE, INCLUDING, WITHOUT LIMITATION, THE CREATION, USE AND MAINTENANCE OF THE MEMBER SITE, IS AT MEMBER’S SOLE RISK. PrintSiteS AND ITS SUPPLIERS PROVIDE THE WEBSITE SERVICE, INCLUDING WITHOUT LIMITATION ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE WEBSITE SERVICE AND THE MEMBER SITES “AS IS” AND “AS AVAILABLE,” AND WITHOUT ANY WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) PRINTSITES AND ITS SUPPLIERS MAKE NO WARRANTY(i) THAT THE WEBSITE SERVICE OR MEMBER SITES WILL MEET MEMBER’S REQUIREMENTS, (ii) THAT THE WEBSITE SERVICE OR MEMBER SITES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, VALIDITY OR TRUTHFULNESS OF ANY INFORMATION, MATERIAL OR OTHER CONTENT OBTAINED THROUGH USE OF THE WEBSITE SERVICE OR MEMBER SITES; OR (iv) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY MEMBER THROUGH THE WEBSITE SERVICE WILL MEET MEMBER’S EXPECTATIONS; AND (C) ANY INFORMATION, MATERIAL OR OTHER CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE SERVICE OR MEMBER SITES, IS DONE AT MEMBER’S OWN DISCRETION AND RISK, AND MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO MEMBER’S OR THIRD PARTIES’ COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH INFORMATION, MATERIAL OR OTHER CONTENT.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, IN NO EVENT SHALL PRINTSITES AND/OR ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, OR ANY OTHER DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF PRINTSITES OR ANY OF SUCH PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT SHALL PRINTSITES AND/OR ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE IN ANY RESPECT ARISING OUT OF OR IN CONNECTION WITH (A) THE USE OR INABILITY TO USE THE WEBSITE SERVICE OR MEMBER SITES, (B) THE PROVISION OF OR FAILURE TO PROVIDE WEBSITE SERVICES OR MEMBER SITES, (C) ANY MEMBER CONTENT OR OTHER INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR RELATED GRAPHICS OBTAINED OR PROVIDED THROUGH THE WEBSITE SERVICE OR MEMBER SITES OR OTHERWISE ARISING OUT OF THE CREATION, USE OR MAINTENANCE OF THE WEBSITE SERVICE OR MEMBER SITES, (D) STATEMENTS OR CONDUCT OF MEMBER OR ANY THIRD PARTY ON OR WITH RESPECT TO THE WEBSITE SERVICE OR MEMBER SITES, OR (E) ANY DOMAIN NAME DISPUTES ARISING FROM OR RELATING TO A DOMAIN NAME SELECTED BY MEMBER FOR USE WITH THE MEMBER SITE. THE FOREGOING DISCLAIMER OF LIABILITY IS EFFECTIVE WITHOUT REGARD TO THE FORM OF ANY ACTION, INCLUDING, BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO MEMBER. IN NO EVENT SHALL PRINTSITES’ AGGREGATE LIABILITY TO MEMBER AND/OR ANY THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT MEMBER ACTUALLY PAYS TO PRINTSITES UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE OR FIVE HUNDRED DOLLARS ($500.00), WHICHEVER IS LESS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PRINTSITES NOR ANY OF ITS AFFILIATES, LICENSORS, OR SUPPLIERS IS OR SHALL BE RESPONSIBLE FOR ANY MEMBER CONTENT OR OTHER MEMBER DATA RESIDING ON OR ARISING FROM THE WEBSITE SERVICE, ANY MEMBER SITE, OR ANY HARDWARE OF PRINTSITES OR ITS SUPPLIERS. IT IS MEMBER’S RESPONSIBILITY TO TAKE THE NECESSARY STEPS TO ENSURE THAT MEMBER’S PRIMARY MEANS OF BUSINESS IS MAINTAINED (IF APPLICABLE).
Additional Representations and Warranties and additional Covenants
Member represents, warrants, and covenants that (a) Member has the power and authority to enter into this Agreement; (b) Member is at least eighteen (18) years of age; and, (c) Member will only access and use the Website Service and Member Sites in accordance with this Agreement. Member further agrees that it is and will at all times be, in full compliance with all applicable laws, regulations, rules and ordinances regarding its business, the creation, use and maintenance of the Website Service and Member Sites, including without limitation applicable data protection laws and export control laws, and otherwise as related to this Agreement and Member’s performance hereunder.
Proprietary Rights to Member Content
PrintSites does not claim ownership of the Member Content that Member provides to PrintSites or through the Website Service and/or that Member places on the Member Site, and PrintSites acknowledges and agrees that, subject to the terms and conditions of this Agreement, Member will retain any and all applicable copyright and other intellectual property rights in any Member Content. Notwithstanding the foregoing, Member hereby grants PrintSites a non-exclusive, worldwide, irrevocable, perpetual, unlimited, assignable, royalty-free, license to (i) copy, host, use, reproduce, modify, prepare derivative works of, improve, distribute, transmit, publish, remove, retain, add to, combine with information provided by third parties, and publicly display the Member Content (a) on and through the Website Service and Member Sites for the purpose of creating, operating and maintaining the Website Service and Member Sites and (b) in PrintSites’ promotional and advertising materials for the limited purpose of promoting the Website Service, and (ii) sublicense to third parties such Member Content to the extent necessary for the creation, operation, and maintenance of, in part or in whole, the Website Service and Member Sites. Member also hereby grants PrintSites the perpetual and irrevocable right to delete any or all of the Member Content from PrintSites’ servers, the Website Service and the Member Site, whether intentionally or unintentionally, and for any reason or no reason, without any liability of any kind to Member or any other person. Member agrees that even though Member retains certain copyright or other intellectual property rights in the Member Content, Member does not own the Member Website Account used to access the Website Service or Member Site, nor does Member own any data stored on PrintSites servers (including without limitation any data representing or embodying any or all of the Member Content). No compensation will be paid or due Member with respect to PrintSites’ or its sublicensee’s use of the materials as licensed in accordance with the foregoing terms. By submitting, posting, uploading, transmitting or otherwise making available any Member Content or by posting messages, uploading files, inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through the Website Service or any Member Site, Member warrants and represents that Member owns or otherwise controls the rights necessary to do so and to grant PrintSites the license set forth above, and, pursuant to the terms set forth in Section 15, Member will defend, indemnify and hold harmless PrintSites and the other Indemnified Parties from any third party claim related to a breach of any of the foregoing representations and warranties.
PrintSites Proprietary Rights/Software Licenses
Member hereby agrees and acknowledges that the Website Service and Member Sites and any software used in connection with the Website Service and Member Sites (the “Software”) contain proprietary and confidential information of PrintSites and/or its licensors that is protected by applicable copyright, trade secrets, trademarks, and other intellectual property and other laws. No reproduction, distribution, or transmission of the proprietary materials of the Website Service or the Software is permitted without the express written consent of PrintSites. Member further agrees and acknowledges that content contained in sponsor advertisements or information presented to Member through the Website Service and advertisers is protected by applicable copyrights, trademarks, service marks, patents and other proprietary rights and laws. Any rights not expressly granted herein are reserved.
On the condition that Member complies with all of its obligations under this Agreement, PrintSites grants Member a non-exclusive, revocable, non-transferable, limited license to use the Software for the sole purpose of operating and maintaining the Member Sites to the extent provided for herein. Member may not sub-license or charge others to use or access the Software. The Software is owned by PrintSites and/or its licensors and is protected to the maximum extent permitted by copyright laws and international treaty provisions. Any reproduction, modification, creation of derivative works from, redistribution or retransmission of the Software is expressly prohibited, and may result in severe civil and criminal penalties. The Software, its structure, sequence and organization and source code are considered trade secrets of PrintSites and its licensors and are protected by trade secret laws. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. MEMBER MAY NOT DECOMPILE OR DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE CONTAINED IN ANY SOFTWARE PROVIDED HEREUNDER EXCEPT AS AND SOLELY TO THE EXTENT PERMITTED UNDER APPLICABLE LAW NOTWITHSTANDING THIS PROVISION.
PrintSites Proprietary Rights in Provided Designs, Artwork and other Content
As part of the Website Service, PrintSites may provide Member access to and use of graphics, photographs, images, document layouts, artwork, text, fonts, software tools, and similar design and graphical content (referred to herein as “Design Content”). Such Design Content may be accessed and used by Member for the sole purpose of creating, operating and maintaining Member Sites through the Website Service. To the extent PrintSites provides Member access to and use of Design Content, PrintSites grants Member a non-exclusive, revocable, non-transferable, non-assignable, limited license to copy, use, reproduce, modify, and publish the Design Content for the sole purpose of creating, operating and maintaining the Member Sites through the Website Service during the term of the Member’s Website Account. Member acknowledges and agrees that PrintSites or its licensors own all legal right, title and interest in and to such Design Content, including any intellectual property rights. All rights in such Design Content are reserved worldwide and PrintSites reserves all rights not expressly granted herein, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Design Content. It is strictly prohibited for Member or any other third party to use, modify, retain, copy, distribute, transmit, publish, prepare derivative works of, or use any portion of the Design Content except as expressly allowed in this Agreement for the sole purpose of creating, operating and maintaining the Member Site through the Website Service during the term of the Member’s Website Account. Member, and not PrintSites, is entirely responsible for its use of Design Content on the Member Site and for its combination with any other information or Member Content. PrintSites is providing such Design Content to Member only as a convenience, and the inclusion of such content does not imply endorsement by PrintSites of such content. PrintSites reserves the right to add to, delete from, modify or remove completely any part of the Design Content at any time without prior notice, but PrintSites is not responsible for any failure or delay in doing so. Without limiting the generality of the foregoing, upon any termination of Member’s Website Account and/or the Website Service, the foregoing license shall automatically terminate and Member must immediately cease all use of and access to the Design Content.
Member agrees to indemnify, defend and hold PrintSites and its suppliers, licensors, affiliates, partners, subsidiaries and employees (collectively, the “Indemnified Parties”) harmless from and against any and all claims and demands, losses, liability, costs and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Liabilities”), incurred by an Indemnified Party arising out of or related to (i) Member’s breach of this Agreement including without limitation Member’s breach of any of its representations and warranties or covenants herein; (ii) the creation, use, or maintenance of Member Sites, including, without limitation, any allegation that any Member Content or other information or content not provided by PrintSites and contained on Member Sites (including, without limitation, any such Member Content contained in a domain name selected by Member for use with the Member Site) infringes a third person’s copyright, trademark or other proprietary or intellectual property right, or misappropriates a third person’s trade secrets or is unlawful, threatening, abusive, harassing, tortious, defamatory, obscene, harmful, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable; (iii) any dispute or litigation between an Indemnified Party and a third party or any other third party claim caused by, arising from or relating to Member’s actions or omissions in relation to this Agreement, any Member Content, the Website Service or the Member Sites, including, without limitation, any domain name disputes involving the domain name selected by Member for use with the Member Site; (iv) Member’s negligence or intentional misconduct; or (v) Member’s business dealings with any of its customers, including, without limitation the provision of any products or services to such customers. These obligations will survive any termination of Member’s Website Account or Member’s use of the Website Service and Member Sites. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of PrintSites and/or its suppliers, licensors, affiliates, partners, subsidiaries and employees.
PrintSites Proprietary Trademarks/ Notices
PrintSites, PrintSites.com (or any derivations thereof), the PrintSites logo, and other PrintSites owned or licensed logos and product and service names used in connection with the Website Service and Member Sites, are service marks of PrintSites or its licensors (the “Website Service Marks”). Member agrees not to display or use the Website Service Marks in any manner whatsoever without PrintSites’ prior written consent. From time to time PrintSites may in it sole discretion offer a limited license to Member to display PrintSites award logos or other symbols of merit on Member Sites after PrintSites in its sole discretion confers such distinctions to applicable Members. However, PrintSites reserves the right to withdraw such logos or symbols and delete them in its sole discretion for any reason.
Modification/Availability of the Website Service
PrintSites reserves the right, in its sole discretion, at any time to modify, replace, remove, suspend or discontinue the Website Service, temporarily or permanently, (or any part or feature thereof), including the imposition of limits on certain features and services or restriction of access to parts or all of the Website Service, with or without notice. PrintSites also reserves the right, in its sole discretion, at any time, to cancel, suspend, disable or refuse access to the Website Service, Member Sites or Member Content of any Member or any third party, with or without prior notice. In addition, Member understands and acknowledges that features and components of the Website Service and Member Sites may be suspended, limited, and/or terminated due to actions taken by third party suppliers, licensors, and regulators. Member agrees that PrintSites shall not be liable to Member or to any third party for any modification, suspension or discontinuance of the Website Service, or for any cancellation, suspension, disabling or refusal of access to the Website Service, Member Sites or Member Content of any Member or any third party. If Member does not agree to any such modifications, Member’s sole and exclusive remedy is to cancel Member’s Website Account. While PrintSites endeavors to ensure that the Website Service is available at all times, PrintSites shall not be liable if for any reason, the Website Service is unavailable at any time or for any period. Member acknowledges and agrees that if PrintSites disables Member’s access to the Website Service, Member will not be able to access Member’s Website Account details, Member Data, or Member Content.
Termination/Cancellation of Member's Website Account
Either Member or PrintSites may terminate or cancel Member’s Website Account and/or Member’s use of and access to all or part of the Website Service and Member Sites at any time, as follows:
- Termination by Member. Member may cancel Member’s Website Account or any part of the Website Service at any time. To cancel, Member must contact PrintSites. Member will receive a cancellation confirmation via email after PrintSites processes Member’s cancellation request. Upon confirmation of such cancellation, Member will forfeit all credits, pre-paid fees, and any other amounts accruing to Member, if any, and PrintSites shall not be required to refund, redeem, or pay any such or other amounts to Member. PrintSites also reserves the right to collect fees incurred before Member cancels Member’s Website Account in addition to any applicable cancellation fee(s).
- Termination by PrintSites. PrintSites, in its sole discretion, may terminate Member’s Website Account and Member’s use of and access to the Website Service and Member Sites, including without limitation any related domain names, at any time and for any reason, including, without limitation, (i) if Member breaches this Agreement, including, without limitation, due to (A) failure of Member to make any required payments to PrintSites when due, or (B) failure of Member to comply with the member conduct rules set forth in this Agreement, including without limitation Sections 7 and 12 above; (ii) if PrintSites is unable to verify or authenticate any information that Member provides to PrintSites; (iii) PrintSites concludes in its sole discretion that Member’s use of or access to the Website Service or Member Sites may result in liability to PrintSites or its suppliers or licensors, or (iv) upon the bankruptcy or insolvency of Member. If PrintSites terminates Member’s Account pursuant to (i), (ii), (iii) or (iv) above, Member will forfeit all credits, pre-paid fees, and any other amounts accruing to Member, if any, and PrintSites shall not be required to refund, redeem, or pay any such or other amounts to Member.
- Effect of Termination. Upon cancellation or other termination of Member’s Website Account for any reason, PrintSites shall (a) collect all fees, commitments and obligations incurred or accrued by Member; (b) delete any Member Content, Member Data, listings, messages or other information in connection with Member’s Website Account and Member’s use of or access to the Website Service and Member Site; and (c) prohibit Member’s access to and use of Member’s Website Account, the Website Service and the Member Sites, including without limitation by deactivating Member’s password. In no event shall PrintSites be required to return any Member Content to Member upon any such termination. PrintSites is not responsible for any damages to or losses incurred by Member or any third party in the event Member chooses to cancel the Member Account and PrintSites takes any of the above actions.
Member understands and agrees that Member’s cancellation of Member’s Website Account is Member’s sole right and remedy with respect to any dispute with PrintSites. This includes, but is not limited to, any dispute related to, or arising out of: (1) any term of this Agreement or PrintSites’ enforcement or application of any such term; (2) any policy or practice of PrintSites or PrintSites’ enforcement or application of these policies; (3) any content available through the Website Service or any change in content provided through the Website Service; (4) Member’s ability to access or use the Website Service or Member Sites; or (5) the amount or type of fees, surcharges, applicable taxes, billing methods or change to the fees, applicable taxes, surcharges or billing methods, if any.
Member, not PrintSites, will be responsible for complying with all applicable United States laws, rules and regulations relating to export compliance. Without limiting the generality of the foregoing, Member shall ensure that all Member Content, Member Data and End-User Data is not subject to U.S. export controls, or, to the extent any such content or data is subject to export controls, Member will so notify PrintSites immediately and Member will implement all necessary security and access measures required to comply with all applicable U.S. laws, rules and regulations. Member further represents and warrants that it is not itself subject to export restrictions imposed by any such laws, rules and regulations.
Privacy and Security
PrintSites utilizes reasonable physical, electronic and procedural safeguards to help PrintSites protect against the loss, misuse, disclosure and alteration of any Member Data that PrintSites receives from Member and any personal data PrintSites receives from Member about Member’s end users or customers (“End-User Data”). With respect to certain services provided pursuant to this Agreement as part of the Website Service, PrintSites may act as Member’s data processor with respect to such End-User Data, in which case PrintSites processes such End-User Data only in accordance with Member’s instructions. Member is responsible for complying with all consumer protection and data privacy laws with respect to such End-User Data, and will indemnify, defend, and hold harmless PrintSites and each other Indemnified Party from and against any and all Liabilities incurred by an Indemnified Party arising out of or related to Member’s failure to so comply.
MEMBER ACKNOWLEDGES THAT MEMBER HAS READ THIS AGREEMENT AND ALL RELATED POLICIES REFERENCED AND INCORPORATED IN THIS AGREEMENT AND THAT MEMBER AGREES TO ALL ITS TERMS AND CONDITIONS. MEMBER HAS INDEPENDENTLY EVALUATED ALL ASPECTS OF THIS AGREEMENT AND THE DESIRABILITY OF ENTERING INTO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.
Statements, notices and other communications to Member may be made by mail, email, postings within the Website Service or PrintSites’ website, on Member’s admin panel, or other reasonable means. Member shall be solely responsible for updating the account’s registered email and postal address. PrintSites shall not be responsible for any undelivered notices caused by Member’s failure to update the account information. Without limiting the generality of the foregoing, PrintSites may provide notices of changes to this Agreement and the Website Service by displaying notices or links to notices generally on the PrintSites website. Member should refer to the PrintSites’ website for information on how to contact and/or provide notice to PrintSites.
Jurisdiction; Governing Law
iSource Worldwide, LLC, doing business as PrintSites, a Michigan limited liability company. Issues related to the protection, infringement, or misuse of copyrighted materials, trademarks, service marks or patents shall be governed by the patent, trademark and copyright laws of the United States of America. All matters relating to this Agreement and the Website Service shall be subject to and governed by the laws of the State of Michigan. Any legal action or proceeding relating to or arising from this Agreement and the Website Service shall be litigated only in the United States District for the Eastern District of Michigan or the Genesee County, Michigan Circuit Court and the Member hereby irrevocably consent to the jurisdiction and venue of those courts. The Member agrees that venue in these courts is proper in any such legal action or proceeding. Notwithstanding anything to the contrary, PrintSites reserves the right to bring any action for injunctive relief or collection of debt in any court of competent jurisdiction.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. PrintSites’ failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. Member shall not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without prior written approval of PrintSites, and any such attempted assignment shall be void. PrintSites shall have the right to freely assign all or part of this Agreement, and its rights and obligations hereunder, to any third party without requiring the consent of or notice to Member. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns. This Agreement sets forth the entire understanding and agreement between PrintSites and Member with respect to the subject matter hereof. The section and subsection titles in the Agreement are for convenience only and have no legal or contractual effect. Each party is an independent contractor and not an agent or representative of any other party. No party shall have any right or authority to create any obligation or make any representation or warranty in the name of or on behalf of any other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon any party. The parties acknowledge and agree that this Agreement may be entered into electronically, and without the necessity of written signatures.