PRINTFORM SOLUTION AGREEMENT
Effective December 24, 2014
Your acceptance of these Terms is required in order for you to access and use the PrintForm Solution. By using the PrintForm Solution, accepting these Terms by clicking “Agree” or “Accept” where indicated, or by signing an Order Form, you are entering into a legally binding agreement with us. Please read these Terms carefully.
If you are acting on behalf of a company or other legal entity, you represent that you have the authority to bind such company or other legal entity and its affiliates to these Terms. If you lack such authority, or if you do not assent to these Terms, you may not use the PrintForm Solution.
- DEFINED TERMS
“Authorized Users”: end users of the Customer Site authorized to use the PrintForm Solution.
“Confidential Information”: any of the following disclosed, made available by or otherwise received from a party to these Terms (you or us), or by such party’s affiliates: (a) any tangible or written information or materials, but only if conspicuously marked as “confidential” (or with words of similar meaning); and (b) any orally disclosed information, but only if such information is designated as confidential (or with words of similar meaning) at the time of disclosure and is summarized in writing and delivered within thirty days of disclosure (such oral information will be deemed Confidential Information pending receipt of such written summary if received within thirty days). User name, password, and other log-in information provided to you for access to the PrintForm Solution (“Access Information”), as well as the PrintForm Solution and the terms of any Order Form, will be deemed to be our Confidential Information and to be, contain or embody our proprietary trade secrets. Your Data will constitute your Confidential Information.
“Content”: all content, text, data, graphics, files, log entries and other information or data processed, made available or posted for display via use of the PrintForm Solution by you or any Authorized User or any other user.
“Customer Site”: the website and online service with which the PrintForm Solution is integrated, as specified in the Order Form.
“Integration Services”: services we perform to enable the setup and integration of the PrintForm Solution with the Customer Site, as specified in the Order Form.
“Order Form”: the ordering document (as may be amended), signed by you and us, setting forth the subscriptions you have purchased for access to the PrintForm Solution, terms regarding Services, if any, and other associated terms.
“Other Applications”: any online or offline software, products, services, functionality, text, video, audio, data, hardware, network and content not developed or provided by us, including any of the foregoing that is owned or licensed by you or is processed, made available or posted for use and display via the PrintForm Solution by you and/or your Authorized Users.
“PrintForm Solution”: the cloud-based services, features, functionality, data and content made available to you for your use with the Customer Site as described in an Order Form, as well as any related documentation and other materials, and any upgrades, enhancements, customizations, error corrections, deprecations, and other changes to any of the foregoing that we may from time to time in our sole discretion provide to you or incorporate into such services, features, functionality and content.
“Service Level Agreement” or “SLA”: the service level agreement set forth in section 8.0 below.
“Services”: the Integration Services and the Support Services.
“Support Services”: the support and maintenance services described in section 7.2 below.
“We”, “us”, “our” or “PrintForm”: PrintForm Corporation, a Delaware corporation.
“You” or “your”: the individual using the PrintForm Solution, or clicking “accept” or “agree” where indicated, and thereby becoming bound by these Terms, and the company or other legal entity represented by such individual and/or that executed an Order Form, and all affiliates thereto.
“Your Data”: all electronic content and data entered by you or any Authorized User to or for processing by the PrintForm Solution and Other Applications.
- SUBSCRIPTIONS TO THE PRINTFORM SOLUTION
2.1 Availability. Subject to your compliance with these Terms, including payment obligations, we will make available a subscription to the PrintForm Solution to you pursuant to these Terms and in accordance with the applicable Order Form(s) during the term of your subscription. You acknowledge that your use of the PrintForm Solution is not reliant or dependent on the availability of any future functionality or features or on any oral or written public or private comments or representations made by us. You and your Authorized Users may use the PrintForm Solution exclusively with the Customer Site and via no other website or online service. You will not make the PrintForm Solution available or accessible to other than Authorized Users.
2.3 Downtime. We will use commercially reasonable efforts to make the PrintForm Solution available during the subscription term 24 hours a day, 7 days a week, except for “Excused Downtime”, defined as: (a) planned downtime (with reasonable advance notice (typically at least eight hours) and, to extent practicable, during the weekend hours); and (b) any unavailability caused by circumstances beyond our reasonable control. Regardless of the foregoing, any downtime is subject to the remedies of the SLA.
2.4 Consent to Emails. You agree and consent to receive email messages from us, which may be transactional, for account management purposes, or for communications relating to or provided as part of the PrintForm Solution, including notifications related to your subscriptions, Services, administrative notices and service announcements or changes.
2.5 Reservation of Rights. We retain all right, title and interest in and to the PrintForm Solution, and all associated intellectual property rights. We grant no licensed rights to our patents. The user interface, user experience, icons, presentation layer and elements, reports, layouts, and screen displays of or generated by the PrintForm Solution are our copyrightable content, our trade dress and our trademarks and servicemarks, and will not be reproduced, distributed, or displayed except for your own business operations in accordance with these Terms.
- USE OF THE PRINTFORM SOLUTION
3.1 Necessary Systems. Access to and ability to effectively use the PrintForm Solution or Services is conditioned on Customer’s and Authorized Users’ procurement of all necessary system, hardware, software, operating environment, Other Applications, connectivity, and network access. You acknowledge that use of the PrintForm Solution requires connection to, and data transfers over, the network and therefore may impact your data usage charges imposed by your wireless operator or other service provider, and may impact usage limitations imposed by Other Applications.
3.2 Feedback. You agree that we may freely use and exploit in perpetuity any feedback, requirements, recommendations, ideas, bug fixes, comments, suggestions, or improvements, that you, or any employee or agent thereof, or Authorized User may at any time disclose or submit to us relating to the PrintForm Solution or the Services for our business purposes, including for product licensing, support and development, without any obligation or payment to you or any Authorized User.
3.3 Information. You hereby consent to our collection and use of anonymized data (including meta-data, analytical, diagnostic and technical data, and usage statistics) concerning or arising from your and all Authorized Users’ use of the PrintForm Solution in order to provide the functionality of the PrintForm Solution, for product development and marketing purposes, and for verifying Terms compliance. The foregoing will not be construed as an admission that consent to such data collection activity is legally required. You represent and warrant that all information that you submit to us in connection with the PrintForm Solution is accurate, complete and truthful, and that you will promptly update any information provided by you that subsequently becomes inaccurate, incomplete, misleading or false.
3.4 Unauthorized Use. You will not use the PrintForm Solution or participate in any activities via the PrintForm Solution in a manner that is likely to be prohibited by law or these Terms or violative of third party rights in any applicable jurisdiction, including intellectual property rights. You will be responsible for all Authorized Users’ activities and for the accuracy, quality and legality of the Other Applications. You will not use, or enable or permit the use of the PrintForm Solution to store or transmit infringing, libelous, pornographic, offensive or otherwise unlawful or tortious material or data or in violation of privacy rights, or to transmit malicious code, viruses, time bombs, Trojan horses, or similar mechanisms, scripts, agents, bots or programs. You may not use or access the PrintForm Solution: (a) if you are a direct competitor of us or operating on behalf of such a direct competitor; or (b) for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.
3.5 Notifications. For purposes of service messages and notices about the PrintForm Solution to you, we may place a banner notice across site pages to alert you to certain changes such as modifications to these Terms. Alternatively, notice may consist of an email from us to an email address associated with your account, even if we have other contact information. You also agree that we may communicate with you in relation to your account and these Terms through your account or through other contact information that you have provided to us, including email, mobile number, telephone, or delivery services. We may propose changes to these Terms from time to time, and will notify you as provided by this section. If you object to the changes, you must notify us within thirty days after receiving notice of the changes. If you notify us as specified in this section, then the proposed changes to the Terms will not come into effect until such time as the subscription to the PrintForm Solution is renewed after expiration of the current subscription.
4.1 Duty. The party (you or us) receiving Confidential Information (“receiving party”) from the party disclosing it (“disclosing party“) will protect the confidentiality of the disclosing party’s Confidential Information with the same degree of care, but no less than reasonable care, as used to protect receiving party’s own confidential information. Each party undertakes to limit the distribution and communication of such Confidential Information to employees or agents of the receiving party or the receiving party’s affiliates with a need to know same in order to facilitate carrying out the purposes contemplated by these Terms.
4.2 Exclusions. Notwithstanding the foregoing, the obligations of section 4.1 will not apply to any Confidential Information (other than Access Information) to the extent that such information: (a) was publicly known at the time it was disclosed or becomes publicly known through no fault or action of the receiving party; (b) was known to the receiving party, without restriction, at the time of disclosure; (c) was independently developed by the receiving party without any access to or use of Confidential Information; (d) becomes known to the receiving party, without restriction, from a source other than the disclosing party; or (e) is disclosed by the disclosing party to any third party under no obligation of confidentiality to the disclosing party. Further, if receiving party is required, pursuant to a legal proceeding or other legal or regulatory requirement, to disclose any Confidential Information, reasonable prior notice will be given to disclosing party in order to contest or limit such disclosure. For clarity we may disclose the Terms to our financial and legal advisers and current and potential lenders and investors.
- ACCESS INFORMATION
5.1 Access Information. You are wholly responsible for maintaining the confidentiality of Access Information and wholly liable for all activities occurring under such Access Information. You will not transfer to any party Access Information, or use access information of another, without our prior written consent. You will immediately notify us of any unauthorized use of Access Information or any other breach of security. We will not be liable for any loss or damage arising from lost or forgotten Access Information (including associated loss of data and content), for failure to comply with this section or from unauthorized use of the Access Information.
5.2 Content. All Content is your sole responsibility and the responsibility of the user from which such Content originated. Under no circumstances will we be liable in any way for any Content, including, but not limited to, liability for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of or reliance on any Content. You hereby acknowledge that Content may not be stored or recoverable. We will have no responsibility or liability for the deletion or failure to store any Content or user data. We reserve the right to mark as “inactive” and archive accounts that are inactive for an extended period of time. It is your sole responsibility to back up all Content and Authorized User data. We may preserve and disclose Content if required to do so by law or judicial or governmental mandate or as reasonably necessary to protect the rights, property or safety of us, users and/or the public.
- OTHER APPLICATIONS
6.1 Responsibility. You are solely responsible for the Other Applications. Under no circumstances will we be liable in any way for Other Applications, including, but not limited to, liability for any errors or omissions in any Other Applications, or for any loss or damage of any kind incurred as a result of the use of the Other Applications. You hereby waive and release any claims you may have against us arising or resulting from use, misuse, alteration or loss of Other Applications. If the providers of Other Applications cease to make the Other Applications available for interoperation with the corresponding features of the PrintForm Solution on reasonable terms or otherwise, we may cease providing such features or the PrintForm Solution without entitling you to any refund, credit or other compensation.
6.2 Use of Your Data. If you install or enable Other Applications for use with the PrintForm Solution, you acknowledge that providers of the Other Applications may access Your Data as required for the interoperation of such Other Applications with the PrintForm Solution. We will not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Other Applications or enabling Other Applications for use with the PrintForm Solution.
7.1 Integration Services. Subject to your compliance with these Terms, including payment obligations, we will provide the Integration Services as set out in the Order Form.
7.2 Support Services. Subject to your compliance with these Terms, including payment obligations, we will provide the Support Services to the extent set forth in the Order Form:
- We will use commercially reasonable efforts to provide email help desk, query and incident support, in support of your use of the PrintForm Solution, during the hours of 0900 to 1700 US pacific of normal business days (excluding PrintForm and public holidays). Error reports and incidents must be logged via email sent to email@example.com. You will use commercially reasonable efforts to minimize repetitive support inquiries.
- All support incidents and error reports will be in a format specified by us, and will include all information requested by us in order to reproduce and diagnose the problem.
- You represent and warrant that you have full right and authority to disclose to us any Authorized User or third party data or information for Support Services purposes.
- Prior to initiating any support request of any kind, you must first have attempted to determine the cause of and resolve the issue directly with the Authorized User in question. Only if the issue cannot be resolved after reasonably diligent efforts by capable and skilled IT personnel retained by you may you then initiate a support request with us as specified in this section. You will use reasonable efforts to reproduce the problem and gather all relevant and helpful information.
- We will implement for your benefit all upgrades, enhancements, ports, bug fixes, and new releases to the PrintForm Solution when and if, in our sole discretion, developed by us. We will use commercially reasonable efforts to perform scheduled maintenance during off hours so as to minimize disruptions to your use of the PrintForm Solution and to provide reasonable advance notice of such maintenance. In the event of any unscheduled or emergency maintenance, we will make every reasonable effort to minimize the impact on you, but cannot guarantee no negative impact on use in the event of such unscheduled or emergency maintenance.
- We will use commercially reasonable efforts to correct as soon as possible any delay, defect, failure or unavailability of the PrintForm Solution.
- We may provide other services as set forth in the Order Form, including training or set-up assistance.
7.3 Rights. We retain all right, title and interest in and to the PrintForm Solution and any “Services Deliverables”, defined as deliverables, software, materials, data, information or content provided to you in connection with your use of the PrintForm Solution, or developed as part of the Services, and all associated intellectual property rights. We grant to you, for as long your subscription to the PrintForm Solution is in effect, a non-exclusive, non-transferable, worldwide license to use such Services Deliverables solely for your internal operations in connection with your authorized use of the PrintForm Solution. The licenses set forth in this section are the only licenses granted to you with respect to the Services Deliverables or associated intellectual property rights.
8.0 SERVICE LEVEL AGREEMENT
8.1 Service Level Agreement. This section 8.0: (a) states your sole and exclusive remedy and our sole obligation in the event of any delay, error, fault, failure or unavailability of the PrintForm Solution for any reason; and (b) applies only if the PrintForm Solution is subject to extended downtime per section 8.2.
8.2 Warranty. Subject to section 8.5, we warrant that the PrintForm Solution will achieve uptime equal to or better than 99.8% per month (or 86 minutes or less of downtime per month).
8.3 Remedy. As your sole and exclusive remedy, and our entire liability, for failure to comply with the uptime warranty of section 8.2, we will issue to you “Service Credits”, defined as a monetary credit, as set out in the table in section 8.6 below, against subscription fees due for the next full month following the month in which warranty noncompliance occurred. Service Credits will be granted upon calculation of unscheduled downtime. Downtime will begin to accrue as soon as we confirm such downtime, and continues until availability is restored. Service Credits are not transferable and may be redeemed only against future payments otherwise due to us.
8.4 Process. You must notify us within thirty days from the time you become eligible to receive a Service Credit. Each Service Credit claim must be submitted by electronic mail to firstname.lastname@example.org. Your notification must include the dates and times of alleged unavailability, including request logs that corroborate the claimed outage. We will endeavor to review and resolve all claims within ten business days of receipt.
8.5 Exclusions. Your entitlement to Service Credits does not apply in the following circumstances: (a) downtime caused by the performance of internet services, networks or traffic exchange or control points controlled by entities other than PrintForm, or caused by network latency; (b) downtime caused by any acts, omissions, connections or equipment of you or any user; (c) where the PrintForm Solution becomes unavailable as a result of circumstances or causes beyond our reasonable control, including any force majeure event; (d) suspension or termination as permitted in this Agreement; (e) suspension or termination for emergency reasons, as required by law or any governmental authority or agency, or as needed in order to prevent or ameliorate violations or infringements of third party rights or applicable law; or (f) Excused Downtime (as defined in section 2.3).
8.6 Service Credits.
|Monthly Uptime Percentage||Credit|
|99.7% to 97.0 %||5% of the monthly SaaS subscription fee|
|96.9% to 95.0%||10% of the monthly SaaS subscription fee|
|94.9% to 92.0%||20% of the monthly SaaS subscription fee|
|< 91.9%||30% of the monthly SaaS subscription fee|
9.1 Subscriptions; Pro-Ration. You will pay to us the fees listed, on the dates specified, in the Order Form. Unless otherwise specified in the Order From, subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereafter.
9.2 Orders. All payments are non-refundable (except as may otherwise be specified in the Order Form or these Terms). Payments will be made via the method designated by us. In the event you are delinquent in the payment of any invoice for a period of more than ten business days, we may at our option accelerate your unpaid fee obligations so that all payments are immediately due and payable under the subscription, and suspend access to the PrintForm Solution and the Services until such accelerated payments and all overdue payments (including interest) are made in full. Notwithstanding any other provision of this Agreement, including section 13.4, nothing herein will be deemed to preclude us from filing a fees and expenses collection action at any time in any court of competent jurisdiction. Payments to us will be made without deduction, counterclaim or set-off of any kind. Any payments that are not timely paid as provided hereunder will, at our option, bear interest at the rate of the lower of (a) ten percent per annum; or (b) the highest rate permitted by applicable law.
9.3 Audit Rights. We may at any time during a subscription period and for three years after termination of the last subscription you purchased, audit your business and operations to confirm compliance with the obligations herein, upon five business days prior written notice, using an accounting firm of our reasonable choice (the “Auditor”). Such audit must be performed in such a manner so as to minimize disruption to your business operations. Except as set forth in this section, we will bear all costs and expenses associated with the audit. In the event that any underpayment has occurred, such errors will be corrected by appropriate adjustment in payment for the period during which the error is discovered, and you will pay the deficiency within thirty days of our invoice. In the event of an underpayment of more than three percent of the proper amount owed, you shall in addition reimburse the expenses associated with any audit performed per this section above. The provisions of this section are in addition to any other remedies available under these Terms or applicable law.
9.4 Taxes. You will bear and be responsible for the payment of all taxes, including all sales, use, value-added, rental receipt, personal property or other taxes and their equivalents which may be levied or assessed in connection with these Terms or provision of the PrintForm Solution and Services (excluding only taxes based on our net income). If we are required to pay or collect any such taxes or other charges for which you are responsible under this section, the appropriate amount will be invoiced to and paid by you. To the extent you are required by local law to withhold or deduct taxes based upon our income from any payment(s) owed hereunder, such payment(s) will be increased (grossed up) in such amounts as would have been received by us as if no such withholding or deduction were required.
10.0 PRINTFORM SOLUTION INTEGRITY
10.1 Prohibited Acts. You are prohibited from breaching or attempting to breach any security features of the PrintForm Solution, including, without limitation: (a) accessing content or materials not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the PrintForm Solution, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with use of the PrintForm Solution by any user, host, or network, including, without limitation, by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (d) publishing or linking to malicious content intended to damage or disrupt another user’s browser or computer or to compromise a user’s privacy or anonymity; (e) forging any TCP/IP packet header or any part of the header information; (f) accessing or tampering with non-public areas of the PrintForm Solution, our computer systems, or the technical delivery systems of us or our providers; (g) publish, post, upload or otherwise transmit any data, material, information or content that contains any viruses, trojan horses, worms, time bombs, corrupted files or programming routines or mechanisms that are intended to damage, interfere with, monitor, intercept or expropriate any systems, data, information or property; (h) accessing or attempting to access the PrintForm Solution by any means (automated or otherwise) other than through the currently available, published or enabled interfaces that are provided by us, unless you have been specifically allowed to do so in a separate agreement with us; or (i) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code or other information used by us in providing PrintForm Solution.
10.2 Illicit Access. You may not attempt to gain unauthorized access to other accounts, computer systems or networks connected to any of our servers, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the PrintForm Solution, which is for your personal/internal and individualized use only. Without limiting the generality of the foregoing, you will not publish, distribute or transmit to the general public via any medium the PrintForm Solution, except through and as otherwise authorized by us, and you will not engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the PrintForm Solution. You will not remove any copyright, trademark or other proprietary rights notices associated with or visible via use of the PrintForm Solution.
11.0 DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY & INDEMNITY
11.1 Disclaimer. TO THE MAXIMUM EXTENT POSSIBLE UNDER APPLICABLE LAW, except as set forth in the SLA, WE DISCLAIM ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE PRINTFORM SOLUTION OR THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Specifically, we make no warranty that (a) the PrintForm Solution or Services will meet your requirements, goals or needs, (b) PrintForm Solution access will be uninterrupted, timely, secure or error-free, or (c) any errors or deficiencies in the PrintForm Solution or Services will be corrected. We have no responsibility or liability for the deletion of or failure to store Your Data or to ensure that Your Data is accurate or complete. It is your and/or Authorized Users’ sole responsibility to back up and maintain the accuracy and completeness of Your Data. Because no online system is perfectly secure or reliable, the internet is an inherently insecure medium, and the reliability and security of hosting services, internet intermediaries, your internet service provider, and other application or service providers cannot be assured, you accept such inherent security risks associated with your use of the PrintForm Solution.
11.2 Exclusion. Notwithstanding any other provision of these Terms, our maximum cumulative aggregate liability for all claims, liabilities or obligations arising under or relating to the “Subject Matter” (defined as these Terms, their performance or non-performance, Authorized Users, the Customer Site, Content, Your Data, Services, Services Deliverables, and the PrintForm Solution), regardless of the number of claims or the theory of liability, whether for breach of these Terms, including breach of warranty, or in tort or otherwise, will in no event exceed all amounts paid by you to us under these Terms, if any, during the six-month period preceding the occurrence of the claim. We will not be liable for any indirect, punitive, special, incidental or consequential damages, or liable for interruption of business, downtime, loss of profits, revenue, use, data, or other economic advantage, in connection with, related to or arising out of the Subject Matter, regardless of the theory of liability, whether for breach of this Agreement, including breach of warranty, or in tort or otherwise, even if we have been previously advised of the possibility of such damages. Liability for damages will be so limited and excluded, regardless of the validity or efficacy of any remedy provided herein and even if any remedy fails of its essential purpose. The provisions of this section allocate the risks under these Terms between the parties and each party has relied upon the limitations set forth herein in determining whether to enter into this contractual relationship. The parties have voluntarily agreed to define the parties’ rights, liabilities and obligations respecting the Subject Matter exclusively in contract pursuant to these Terms, and each party expressly disclaims that such party is owed any duties or are entitled to any remedies not expressly set forth in these Terms. The foregoing limitations and exclusions apply to the maximum extent permitted by applicable law.
11.3 Indemnification. You hereby agree to fully indemnify, defend and hold harmless PrintForm, its affiliates, and officers, directors, employees and agents of PrintForm and its affiliates, from and against any and all claims, losses, damages, judgments, awards, costs, liabilities, expenses, sanctions, and fees (including our reasonable in-house and external lawyers fees and costs) directly or indirectly caused by or incurred by reason of a third party allegation, lawsuit, claim or proceeding, arising out of or related to (a) the Customer Site, Your Data, Content, or Other Applications; (b) the Authorized Users or any conduct or activity of Authorized Users; (c) breach of these Terms; (d) infringement of intellectual property rights; or (e) your business activities. We may assume the exclusive defense and control of any matter for which you are required to indemnify us at your expense, and you agree to cooperate with our defense of these claims. You will not settle or compromise any such claims without our prior written consent.
11.4 Design Tools. The logo design tools provided as part of the PrintForm Solution employ a limited number of icon, font, color scheme, and design effect elements. We reserve the right to use all such elements and to make all such elements available for use by other parties in the future. You and any Authorized User do not obtain any right or claim to any of these individual design elements. Other of our customers may use the design tools for the creation of logos or items that have similar or identical combinations of these elements, and we do not warrant that your or your Authorized Users’ designs will not be similar to the designs of others. We provide no warranty of any kind that logo designs created using the design tools will not infringe, or be subject to a claim of infringing, trademarks, copyrights, or other intellectual property rights.
11.5 Content. You and each Authorized User are solely responsible for the use of Content in combination with any other images, graphics, text or other. You shall ensure that Authorized Users agree in your online terms of service or use associated with the Customer Site to not include any text, image, design, trademark, service mark, or any copyrighted work of any third party unless the appropriate authorizations from the owners of such content is secured.
12.0 TERM & TERMINATION
12.1 Term. Access to the PrintForm Solution commences upon the date set forth in the Order Form and will continue in effect for the term specified in the Order Form. These Terms will remain in effect for as long as any subscriptions are in effect. Except as otherwise set forth in the applicable Order Form, all subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year, whichever is shorter, unless either party gives the other written notice of non-renewal at least thirty days before the end of the current subscription term. The pricing during any such renewal term will be the PrintForm Solution standard price in effect as of the effective date of renewal.
12.2 Termination. A subscription will be terminable for cause as follows: (a) in the event of a material remediable breach of these Terms; in such an event, the non-defaulting party will give notice of such default and opportunity to cure if the breach is remediable or reasonably capable of cure, and if the remediable breach is not substantially cured within thirty days from receipt of such written notice, the non-defaulting party may notify the defaulting party in writing of the immediate termination of all applicable subscriptions; or (b) immediately upon written notice of material breach of sections 3.4, 4.0, 5.0, 7.3, 9.0, or 11. We may terminate a subscription immediately upon written notice in the event your or any Authorized User’s manner of using the PrintForm Solution exceeds normal and reasonable usage, including via unauthorized automated (non-human) initiated requests, or otherwise, and such excessive or detrimental use has not been corrected by you within one business day of our written notice to you. We may additionally terminate a subscription upon written notice to you if you (c) become the subject of a legal proceeding under a law relating to insolvency or bankruptcy; or (d) or your property becomes under the control of a custodian or equivalent under applicable law, or is assigned for the benefit of creditors; or (e) generally fail to pay your debts as they become due or acknowledge in writing that you are unable to do so.
12.3 Effect. Upon termination for cause by us, you will pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. Termination will not relieve you of the obligation to pay fees payable to us for the period prior to the effective date of termination. Rightful and lawful termination of these Terms by either party, or expiration under the terms hereof, will not give rise to the right for the non-terminating party, or to either party in the case of expiration, to recover damages or to indemnification of any nature. The rights of either party under this section 12 are in addition to any other rights and remedies permitted by law or under these Terms. Breach of these Terms may result in pursuit of all available remedies for intellectual property rights (including copyright infringement), the availability of which you hereby acknowledge.
12.4 Survival. Access to and rights of use associated with the PrintForm Solution will terminate upon termination of any subscription. Sections 2.5, 3.2, 3.3, 3.4, 5.2, 9.0, 10.0, 11.0, 12.3, 12.4 and 13 will survive any termination or expiration of these Terms.
13.0 GENERAL PROVISIONS
13.1 Trademarks; Media. You are granted no right, title or license to any third party trademarks by these Terms, or to any of our trademarks or servicemarks. We reserve all right, title and interest in and to our trademarks, servicemarks, trade names, domain names, and similar identifiers, including PrintFormTM. You hereby authorize us to disclose in our websites, marketing collateral, and corporate presentations that you have selected PrintForm and purchased the use of PrintForm’s solutions and services.
13.2 California-Based. The PrintForm Solution is controlled by PrintForm from its offices in California. We make no representation that the PrintForm Solution is appropriate for use in other jurisdictions. Your use of or access to the PrintForm Solution will not be construed as our purposefully availing ourselves of the benefits or privileges of doing business in any other state or jurisdiction other than California.
13.3 Governing Law. The Subject Matter (as defined in section 11.2), and any disputes between us and related to or concerning any of the foregoing (including tort as well as contract claims, and whether pre-contractual or extra-contractual) will be governed by the laws of the State of California, USA.
13.4 Dispute Resolution. (A) Any disputes between or claims brought by you or us arising out of or related to the Subject Matter (including tort as well as contract claims, and whether pre-contractual or extra-contractual, as well as the arbitrability of any disputes (subject to section 13.4(B) below) will be referred to and finally settled by binding arbitration before the American Arbitration Association in effect at the time of arbitration except as inconsistent with this section. The arbitration will be conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. If in-person appearance is required, such hearings will be held in San Francisco, California. The arbitrator will apply the law specified in section 13.3 above. All awards may if necessary be enforced by any court having jurisdiction. The existence of any dispute, the existence or details of the arbitration proceeding, and all related documents, materials, evidence, judgments and awards therein, must be kept confidential. Except as required by law, no party will make any public announcements with respect to the proceeding or the award, except as required to enforce same. The parties hereby waive the right to a trial by jury and agree to only bring claims in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. All disputes will be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions. All claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using arbitration in accordance with this section. Should either party file an action contrary to this section, the other party may recover lawyers’ fees and costs associated with enforcing this section, provided that the party seeking the award has notified the other party in writing of the improperly filed claim, and the other party has failed to withdraw the claim in a timely fashion. (B) Notwithstanding the foregoing, nothing in this section will preclude the right and ability to bypass arbitration and file and maintain at any time an action for recovery of injunctive or provisional relief in any court of competent jurisdiction under the laws applicable thereto.
13.5 Assignment. These Terms will not be assigned, delegated, or transferred by you, in whole or in part, whether voluntarily, involuntarily, by merger, consolidation, dissolution, sale of assets, or otherwise, without our prior written consent. Any such purported assignment, delegation or transfer without such written consent will be void. We may at any time assign these Terms without prior consent or notice. These Terms will be binding on, and inure to the benefit of, the parties and their respective and permitted successors and assigns.
13.6 Injunctive Relief. You acknowledge and agree that breach of these Terms, or any unauthorized use, disclosure or distribution of the PrintForm Solution, may cause irreparable harm to us, the extent of which would be difficult to ascertain, and that we will be entitled to seek immediate injunctive relief (in addition to any other available remedies), in any court of competent jurisdiction under the applicable laws thereto.
13.7 Miscellaneous. The Terms constitute the entire agreement between you and us and govern your use of the PrintForm Solution and Services, superseding any prior agreements, understandings, communications or proposals. You may be subject to additional terms and conditions that may apply when you use affiliate or third party content or services. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. No waiver of any provision of these Terms will be deemed a further waiver or continuing waiver or such provision or any other provision, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision. Nothing herein will be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between us and any user or other person or entity, nor do these terms extend rights to any third party.