Online Search Service Member Agreement
1. Acceptance of Terms This Member Agreement, together with all schedules and annexes attached hereto, is a legal agreement ("Agreement") between you, the user, together with any company or other business entity you are representing, if any (collectively, the "Member"), and Cimpress plc and/or its affiliates, including but not limited to Vistaprint Netherlands B.V. (“VistaPrint”). This Agreement governs the access and use of all products and services relating to each Member-created search profile for which Member subscribes from VistaPrint (individually, a “Member Profile” and collectively, “Member Profiles” or “Member Profile”) and which are provided and administered by VistaPrint and its agents, suppliers, licensors, and third-party contractors (collectively, the "Online Search Service"). The Online Search Service may include, at VistaPrint’s discretion, inclusion of your Member Profile in a VistaPrint online business directory initially known as the VistaPrint Business Directory (the “VistaPrint Business Directory”).
The Online Search 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 VistaPrint to update or revise certain provisions of the Agreement. By signing up for the Online Search Service and accepting this Agreement, Member agrees that VistaPrint 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 VistaPrint, Member's sole and exclusive remedy is to cancel Member's subscription to the Online Search Service ("Member's Online Search Account"). Unless explicitly stated otherwise, any new features or products that change, augment or enhance the current Online Search Service shall be subject to this Agreement.
2. General Use of the Online Search Service Member shall not use the Online Search Service, in whole or in part, for any purpose that is false, misleading, deceptive, 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 Online Search 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 Online Search Service in any manner that could damage, disable, overburden, or impair the Online Search Service or interfere with any other person’s use and enjoyment of the Online Search 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 Online Search Service. Except with the written permission of VistaPrint, Member agrees that Member will not access or attempt to access password protected, secure or non-public areas of the Online Search Service. Without limiting any of VistaPrint’s rights or remedies under this Agreement or available to VistaPrint at law or in equity, if Member violates any of the above restrictions Member’s Online Search Account may be terminated and Member may be subject to prosecution.
3. Charges and Billing VistaPrint reserves the right to charge fees for the Online Search Service or any portion thereof and any applicable fees will be posted on the VistaPrint website. If Member is required to pay a fee for all or any part of the Online Search Service for which Member has chosen to subscribe, Member hereby authorizes VistaPrint 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 Online Search Account. Member's Online Search Account will automatically renew at the end of each applicable subscription period, unless Member’s Online Search 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 Online Search 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 Online Search Account before the relevant period begins. If Member registered for the Online Search Service using a VistaPrint 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 Online Search Service. Member further acknowledges that it is Member's responsibility to notify VistaPrint 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 Online Search Account and access to the Online Search Service may be terminated or interrupted. All fees associated with Member’s Online Search Account shall be paid in U.S. dollars.
VistaPrint reserves the right to change any fees (which includes but is not limited to, increasing prices on existing or new Online Search Services and charging a fee for upgrades and/or any Online Search Service for which VistaPrint does not currently charge a fee) at any time and from time to time, provided, however, that VistaPrint will provide Member with reasonable notice prior to making any fee changes to existing Online Search Services. If Member finds any change to the pricing of any Online Search Service to be unacceptable for Member’s continued use of the Online Search Service, Member is free to cancel such Online Search Service and terminate Member’s Online Search Account at any time, but VistaPrint will not be obligated to refund any remaining portion of Member's pre-paid fees when Member cancels such Online Search Service.
Member agrees to pay Member's Online Search Account balance when due. Member also agrees to pay any taxes, including sales, use, value added or other similar taxes, resulting from Member's use of the Online Search Service. Member is responsible and liable for any fees, including attorney and collection fees, that VistaPrint 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 VistaPrint 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 Online Search Account is terminated due to Member's breach of this Agreement. Member must notify VistaPrint of any billing problems or discrepancies within sixty (60) days after they first appear on Member's credit card account statement. If Member does not notify VistaPrint within sixty (60) days, Member waives any right to dispute such problems or discrepancies.
4. VistaPrint Support Services VistaPrint offers certain phone support services at no additional charge. Phone support is limited only to technical questions about the Online Search Service. Non-technical questions including, but not limited to, questions relating to design, search engine optimization, marketing planning or similar services, are not be included in the phone support services offered at no additional charge. Members may contact VistaPrint´s Customer Care team by dialing 1.866.614.8002, who are available on Sunday from 8:00 AM-8:00 PM, on Monday through Friday from 7:00 AM-3:00 AM and on Saturday from 8:00 AM-8:00 PM (Eastern Standard Time).
6. Member Account Limitations Member hereby acknowledges that VistaPrint may, from time to time, in its sole discretion, establish general practices and limits concerning the use of the Online Search Service and Member Profile, including without limitation, (a) the maximum number of days that specific Online Search Service offerings will be retained by VistaPrint, (b) whether your Member Profile will be included in the VistaPrint Business Directory and, if so, the maximum limits on VistaPrint Business Directory bandwidth usage that will be allotted to Member, (c) maximum limits on storage space, (d) the maximum number of Member Profiles per Member’s Online Search Account, (e) the maximum number of photographs or other data (if any) according to the type of Member’s Online Search Account, (f) maximum limits on the amount of content that may be included in each Member Profile, and (g) maximum time limitations for the retention of Profile Data (as defined above) following any trial periods or account cancellation. VistaPrint further reserves the right to delete at any time, in its sole discretion and without prior notice, duplicate images uploaded to the Online Search Service. Any of the foregoing limits will be consistent with the Online Search Service (including any upgrades) for which Member has registered. Member agrees that VistaPrint has no responsibility or liability for the deletion or failure to store any content maintained or transmitted by the Online Search Service, including without limitation any Profile Data. Member further acknowledges and agrees that VistaPrint 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 Online Search Service, Member may cancel the Online Search Service and terminate Member’s Online Search Account at any time, but VistaPrint will not be obligated to refund any remaining portion of Member's pre-paid fees.
7. Exchange of Information; Monitoring The Online Search Service enables Members to disseminate information to other users or the public. VistaPrint is under no obligation, but does reserve the right in its sole discretion, to monitor, pre-screen, filter, modify, refuse and remove any and all such information and other Profile Data published through the Online Search Service or stored in its servers without notice at any time. VistaPrint is not responsible for the appropriateness, legality, integrity, accuracy, sufficiency, correctness, veracity, completeness, or timeliness of any such Profile Data. VistaPrint also reserves the right to disclose any information or materials belonging to any person or entity as necessary to satisfy any applicable law, rule, regulation, legal process, governmental request or contractual obligation binding upon Member. Member acknowledges that Member should always use caution when including any personally identifying information about Member or Member's employees within a Member Profile.
8. Member Conduct Member's right to use the Online Search Service is personal to Member and Member's company and its employees (if applicable). Member, and not VistaPrint, is entirely responsible for all Profile Data included by Member or its affiliates, agents, employees, representatives, or customers within a Member Profile or otherwise submitted or provided to VistaPrint for publication or distribution via the Online Search Service. Member, and not VistaPrint, is responsible for compliance with all laws, regulations and ordinances connected with all aspects of the creation, use and maintenance of the Member Profile and all Profile Data by Member and its affiliates, employees, agents, representatives and customers. Member shall not use theProfile Data, Member Profiles or Online Search Service in any false, misleading or deceptive manner or for any 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 Profile Data, Online Search Service and Member Profiles by Member and its affiliates, employees, agents, representatives and customers. If the Online Search Service or Member Profiles 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 Profile Data, Online Search Service or Member Profiles or permit any other party to do so.
With respect to any Profile Data, Member Data, or End-User Data (as defined below) on the Online Search Service and Member Profiles, Member agrees not to submit, post, upload, transmit or otherwise make available any Profile Data, Member Data, End-User Data or other information that:
a. is false, misleading or deceptive to others, including but not limited to consumers that may view Member Profiles;
b. is unlawful, threatening, abusive, harassing, tortious, defamatory, obscene, harmful, libelous, invasive of another's privacy, hateful, or racially or ethnically objectionable;
c. 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);
d. infringes or violates any party’s patent, trademark, trade secret, copyright or other proprietary right;
e. 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 VistaPrint, its vendors or suppliers or other entities' systems ("hacking"), whether or not the intrusion results in corruption or loss of data;
f. imposes an unreasonable or disproportionately large load on VistaPrint’s infrastructure or that exceeds the limits provided by the Online Search Service for which Member registered; or
g. 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 Online Search Service and Member Profiles, Member further agrees not to:
a. interfere with, disrupt or harm in any way the Online Search Service or servers or networks connected to the Online Search Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Online Search Service;
b. 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;
c. impersonate any person or entity or falsely state or otherwise misrepresent Member’s affiliation with any person or entity;
d. 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;
e. 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 Profile could cause VistaPrint to violate any law, statute or regulation;
f. 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;
g. violate any third-party contracts to which Member is subject as a result of its access to or use of the Online Search Service; or
h. encourage, permit or enable any of its representatives, agents, employees, affiliates, customers or any other third-party to do any of the foregoing.
VistaPrint may immediately terminate Member’s Online Search Account and access to and use of all or part of the Online Search Service in the event VistaPrint reasonably concludes that Member is or may be in breach of any of the above listed rules of member conduct.
9. Third Party Content For Member's convenience, the Online Search 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 VistaPrint and VistaPrint is not responsible for such content, including, without limitation, any link contained in such content, or any changes or updates to such content. VistaPrint is under no obligation, but does reserve the right in its sole discretion to pre-screen Third-Party Content available on the Online Search Service. VistaPrint is not responsible for, disclaims all liability for and makes no representations or warranties for any Third-Party Content provided by others. VistaPrint is providing such Third-Party Content to Member only as a convenience, and the inclusion of such content does not imply endorsement by VistaPrint 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. VistaPrint reserves the right to remove any Third-Party Content that does not meet VistaPrint’s standards, but VistaPrint is not responsible for any failure or delay in removing such Third-Party Content.
VistaPrint 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 VistaPrint (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.
10. Advertising VistaPrint will have complete and absolute control over the content of the VistaPrint Business Directory, including, without limitation, any advertising for VistaPrint or third-party products or services that may be shown on any page of the VistaPrint Business Directory, including business profile pages. By subscribing to the Online Search Service, Member agrees that VistaPrint retains such complete and absolute control, including the right to run such advertisements and promotions. The manner, mode and extent of advertising by VistaPrint on your VistaPrint Business Directory profile page are subject to change in the sole discretion of VistaPrint.
11. DISCLAIMER OF WARRANTIES MEMBER EXPRESSLY UNDERSTANDS AND AGREES THAT: (A) MEMBER'S USE OF THE ONLINE SEARCH SERVICE, INCLUDING, WITHOUT LIMITATION, THE CREATION, USE AND MAINTENANCE OF THE MEMBER PROFILE, IS AT MEMBER'S SOLE RISK. VISTAPRINT AND ITS SUPPLIERS PROVIDE THE ONLINE SEARCH SERVICE, INCLUDING WITHOUT LIMITATION ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE ONLINE SEARCH SERVICE AND THE MEMBER PROFILES "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) VISTAPRINT AND ITS SUPPLIERS MAKE NO WARRANTY(I) THAT THE ONLINE SEARCH SERVICE OR MEMBER PROFILES WILL MEET MEMBER'S REQUIREMENTS, (II) THAT THE ONLINE SEARCH SERVICE OR MEMBER PROFILES 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 ONLINE SEARCH SERVICE OR MEMBER PROFILES; (IV) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY MEMBER THROUGH THE ONLINE SEARCH SERVICE WILL MEET MEMBER'S EXPECTATIONS; OR (V) THAT THE RANKING OF MEMBER’S BUSINESS ON ANY PARTICULAR THIRD-PARTY SEARCH ENGINE WILL CHANGE OR IMPROVE IN ANY WAY AS THE RESULT OF MEMBER’S SUBSCRIPTION TO THE ONLINE SEARCH SERVICE; AND (C) ANY INFORMATION, MATERIAL OR OTHER CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE ONLINE SEARCH SERVICE OR MEMBER PROFILES, 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.
12. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, IN NO EVENT SHALL VISTAPRINT AND/OR ITS AFFILIATES, LICENSORS, THIRD-PARTY DATA PARTNERS, VENDORS 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 VISTAPRINT 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 VISTAPRINT 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 ONLINE SEARCH SERVICE OR MEMBER PROFILES, (B) THE PROVISION OF OR FAILURE TO PROVIDE ONLINE SEARCH SERVICES OR MEMBER PROFILES, (C) ANY PROFILE DATA OR OTHER INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR RELATED GRAPHICS OBTAINED OR PROVIDED THROUGH THE ONLINE SEARCH SERVICE OR MEMBER PROFILES OR OTHERWISE ARISING OUT OF THE CREATION, USE OR MAINTENANCE OF THE ONLINE SEARCH SERVICE OR MEMBER PROFILES, (D) STATEMENTS OR CONDUCT OF MEMBER OR ANY THIRD-PARTY ON OR WITH RESPECT TO THE ONLINE SEARCH SERVICE OR MEMBER PROFILES, OR (E) ANY DOMAIN NAME DISPUTES ARISING FROM OR RELATING TO A DOMAIN NAME SELECTED BY MEMBER FOR USE WITH THE MEMBER PROFILE. 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 VISTAPRINT’S AGGREGATE LIABILITY TO MEMBER AND/OR ANY THIRD-PARTY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT MEMBER ACTUALLY PAYS TO VISTAPRINT 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 VISTAPRINT NOR ANY OF ITS AFFILIATES, LICENSORS, OR SUPPLIERS IS OR SHALL BE RESPONSIBLE FOR ANY PROFILE DATA OR OTHER MEMBER DATA RESIDING ON OR ARISING FROM THE ONLINE SEARCH SERVICE, ANY MEMBER PROFILE, OR ANY HARDWARE OF VISTAPRINT 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).
13. 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 Online Search Service and Member Profiles 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 Online Search Service and Member Profiles, including without limitation applicable data protection laws and export control laws, and otherwise as related to this Agreement and Member’s performance hereunder.
14. Proprietary Rights to Profile Data VistaPrint does not claim ownership of the Profile Data that Member provides to VistaPrint or through the Online Search Service and/or that Member places in a Member Profile, and VistaPrint 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 Profile Data. Notwithstanding the foregoing, Member hereby grants VistaPrint, its third-party data providers and all persons and entities that directly or indirectly are supplied Profile Data for publication and distribution as a result of or in connection with the Online Search Service a non-exclusive, worldwide, irrevocable, perpetual, unlimited, assignable, royalty-free license to (i) publish, display, transmit, distribute, copy, host, use, reproduce, modify, prepare derivative works of, improve, remove, retain, add to, combine with information provided by third-parties, and publicly display the Profile Data. Such license to VistaPrint includes, without limitation, the right to publish or otherwise include any Member Profile and/or Profile Data, or any portion thereof, in the VistaPrint Business Directory. Member also hereby grants VistaPrint the perpetual and irrevocable right to delete any or all of the Member Profile and/or Profile Data from VistaPrint’s servers, the Online Search Service and the VistaPrint Business Directory, 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 Profile Data, Member does not own the Member Online Search Account used to access the Online Search Service or Member Profile, nor does Member own any data stored on VistaPrint servers (including without limitation any data representing or embodying any or all of the Profile Data). No compensation will be paid or due Member with respect to VistaPrint’s 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 Profile Data 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 Online Search Service or any Member Profile, Member warrants and represents that Member owns or otherwise controls the rights necessary to do so and to grant VistaPrint the license set forth above, and, pursuant to the terms set forth in Section 16, Member will defend, indemnify and hold harmless VistaPrint and the other Indemnified Parties from any third-party claim related to a breach of any of the foregoing representations and warranties.
15. VistaPrint Proprietary Rights/Software Licenses Member hereby agrees and acknowledges that the Online Search Service and Member Profiles and any software used in connection with the Online Search Service and Member Profiles (the "Software") contain proprietary and confidential information of VistaPrint 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 Online Search Service or the Software is permitted without the express written consent of VistaPrint. Member further agrees and acknowledges that content contained in sponsor advertisements or information presented to Member through the Online Search 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, VistaPrint grants Member a non-exclusive, revocable, non-transferable, limited license to use the Software for the sole purpose of operating and maintaining the Member Profiles 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 VistaPrint 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 VistaPrint 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.
16. Indemnification Member agrees to indemnify, defend and hold VistaPrint and its third-party data partners, vendors, 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 Profiles, including, without limitation, any allegation that any Profile Data or other information or content not provided by VistaPrint and contained on Member Profiles (including, without limitation, any such Profile Data contained in a domain name selected by Member for use with the Member Profile) 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 Profile Data, the Online Search Service or the Member Profiles, including, without limitation, any domain name disputes involving the domain name selected by Member for use with the Member Profile; (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 Online Search Account or Member's use of the Online Search Service and Member Profiles. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of VistaPrint and/or its third-party data partners, vendors, suppliers, licensors, affiliates, partners, subsidiaries and employees.
17. VistaPrint Proprietary Trademarks/ Notices VistaPrint, vistaprint.com, the VistaPrint logo, the VistaPrint Business Directory and other VistaPrint owned or licensed logos and product and service names used in connection with the Online Search Service and Member Profiles, are trademarks of VistaPrint or its licensors (the “Online Search Service Marks"). Member agrees not to display or use the Online Search Service Marks in any manner whatsoever without VistaPrint’s prior written consent.
18. Modification/Availability of the Online Search Service VistaPrint reserves the right, in its sole discretion, at any time and from time to time, to modify, replace, remove, suspend or discontinue the Online Search Service (or any part or feature thereof), temporarily or permanently, including the imposition of limits on certain features and services or restriction of access to parts or all of the Online Search Service, with or without notice. VistaPrint also reserves the right, in its sole discretion, at any time, to cancel, suspend, disable or refuse access to the Online Search Service, Member Profiles or Profile Data of any Member or any third-party, with or without prior notice. In addition, Member understands and acknowledges that features and components of the Online Search Service and Member Profiles may be suspended, limited, and/or terminated due to actions taken by third-party suppliers, licensors, and regulators. Member agrees that VistaPrint shall not be liable to Member or to any third-party for any modification, suspension or discontinuance of the Online Search Service, or for any cancellation, suspension, disabling or refusal of access to the Online Search Service, Member Profiles or Profile Data 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 Online Search Account. While VistaPrint endeavors to ensure that the Online Search Service is available at all times, VistaPrint shall not be liable if for any reason, the Online Search Service is unavailable at any time or for any period. Member acknowledges and agrees that if VistaPrint disables Member’s access to the Online Search Service, Member will not be able to access Member’s Online Search Account details, Member Data, or Profile Data.
19. Termination/Cancellation of Member’s Online Search Account Either Member or VistaPrint may terminate or cancel Member’s Online Search Account and/or Member's use of and access to all or part of the Online Search Service and Member Profiles at any time, as follows:
a. Termination by Member. Member may cancel Member’s Online Search Account or any part of the Online Search Service at any time. To cancel, Member must call 1-866-614-8002 from the U.S. or Canada. Member will receive a cancellation confirmation via email after VistaPrint 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 VistaPrint shall not be required to refund, redeem, or pay any such or other amounts to Member. VistaPrint also reserves the right to collect fees incurred before Member cancels Member’s Online Search Account in addition to any applicable cancellation fee(s).
Member must provide VistaPrint with the following information in order for VistaPrint to process the cancellation:
- The exact name of the Member Profile that Member would like to cancel;
- Member's email address;
- Member's billing information, including the credit card number that the member used when purchasing the Online Search Service; and
- Member's reason for canceling their use of the Online Search Service.
b. Termination by VistaPrint. VistaPrint, in its sole discretion, may terminate Member’s Online Search Account and Member's use of and access to the Online Search Service and Member Profiles, 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 (X) failure of Member to make any required payments to VistaPrint when due, or (Y) failure of Member to comply with the member conduct rules set forth in this Agreement, including without limitation Sections 8 and 13 above; (ii) if VistaPrint is unable to verify or authenticate any information that Member provides to VistaPrint; (iii) VistaPrint concludes in its sole discretion that Member’s use of or access to the Online Search Service or Member Profiles may result in liability to VistaPrint or its suppliers or licensors, or (iv) upon the bankruptcy or insolvency of Member. If VistaPrint 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 VistaPrint shall not be required to refund, redeem, or pay any such or other amounts to Member.
c. Effect of Termination. Upon cancellation or other termination of Member’s Online Search Account for any reason, VistaPrint shall (a) collect all fees, commitments and obligations incurred or accrued by Member; (b) delete any Profile Data, Member Data, listings, messages or other information in connection with Member’s Online Search Account and Member’s use of or access to the Online Search Service and Member Profile; and (c) prohibit Member's access to and use of Member’s Online Search Account, the Online Search Service and the Member Profiles, including without limitation by deactivating Member's password. In no event shall VistaPrint be required to return any Profile Data to Member upon any such termination. VistaPrint 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 VistaPrint takes any of the above actions.
Member understands and agrees that Member’s cancellation of Member’s Online Search Account is Member's sole right and remedy with respect to any dispute with VistaPrint. This includes, but is not limited to, any dispute related to, or arising out of: (1) any term of this Agreement or VistaPrint’s enforcement or application of any such term; (2) any policy or practice of VistaPrint or VistaPrint’s enforcement or application of these policies; (3) any content available through the Online Search Service or any change in content provided through the Online Search Service; (4) Member’s ability to access or use the Online Search Service or Member Profiles; 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.
20. Export Controls Customer, not VistaPrint, 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 Profile Data, 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 VistaPrint 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.
21. Data Privacy and Security VistaPrint utilizes reasonable physical, electronic and procedural safeguards to help VistaPrint protect against the loss, misuse, disclosure and alteration of any Member Data that VistaPrint receives from Member and any personal data VistaPrint 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 Online Search Service, VistaPrint may act as Member’s data processor with respect to such End-User Data, in which case VistaPrint 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 VistaPrint 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.
22. Notice Statements, notices and other communications to Member may be made by mail, email, postings within the Online Search Service or VistaPrint’s website, or other reasonable means. Member shall be solely responsible for updating the account's registered email and postal address. VistaPrint 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, VistaPrint may provide notices of changes to this Agreement and the Online Search Service by displaying notices or links to notices generally on the VistaPrint website. Member should refer to VistaPrint’s website for information on how to contact and/or provide notice to VistaPrint.
23. General 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. VistaPrint’s 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 VistaPrint, and any such attempted assignment shall be void. VistaPrint 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 benefits of the parties hereto, their successors and permitted assigns. This Agreement sets forth the entire understanding and agreement between VistaPrint 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 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.
24. Information for California Residents Under California Civil Code Section 1789.3, California Members are entitled to the following specific consumer rights information:
a. Pricing Information - Current rates for using the Online Search Service may be obtained by going to Member’s “My Website” page on the VistaPrint website. VistaPrint reserves the right to change any fees, surcharges, and/or monthly Member fees or to institute new fees at any time.
b. Complaints - The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814, or by telephone at 1-916-445-1254.
25. Independent Review 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.