Email Services Agreement
Last updated: January 15, 2022
This Email Services Agreement (“Agreement”) is a binding and enforceable legal agreement between You (as defined below), the user, together with any company or other business entity You are representing, if any, and Cimpress plc and/or its affiliates, including but not limited to Vistaprint Netherlands B.V. (“VistaPrint”).
“Services” means, collectively, the provision of electronic access to and use of email marketing software (“Software”) and related services over a computer network, and related technical support services. “You” or “Your” refers to the person, entity or organization which is using software provided by VistaPrint, and any successor or assignee of same.
You represent and warrant that You are authorized to enter into this Agreement. The VistaPrint General Terms of Use, available at www.vistaprint.com, are incorporated by reference into and made a part of this Agreement, except to the limited extent that our General Terms of Use are expressly modified below. Your access to and use of the Services is further subject to the VistaPrint Privacy Policy which is available on VistaPrint’s website and is incorporated by reference herein.
YOU UNDERSTAND THAT BY AGREEING TO THIS AGREEMENT AND/OR BY USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT THAT BINDS YOU IN THE SAME WAY THAT A PAPER CONTRACT BINDS YOU. THIS AGREEMENT LIMITS VISTAPRINT LIABILITY AND OBLIGATIONS TO YOU TO THE TERMS SET FORTH HEREIN AND PERMITS VISTAPRINT TO CHANGE, SUSPEND, OR TERMINATE YOUR ACCESS TO AND USE OF THE SERVICES. YOU MUST ACCEPT, WITHOUT MODIFICATION, ALL OF THE TERMS, CONDITIONS, POLICIES AND INSTRUCTIONS REFERENCED IN THIS AGREEMENT IN ORDER TO ACCESS AND USE THE SERVICES. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES.
1. Use
You may use the Services only in and for Your own internal purposes and business operations. You may not use the Services as a service for any third-party, unless you are a part of VistaPrint's authorized reseller program and VistaPrint has expressly authorized you to do so. No license or right to use, reproduce, translate, rearrange, modify, enhance, display, sell, lease, sublicense or otherwise distribute, transfer or dispose of the Services accessed by You hereunder, in whole or in part, is granted except as expressly provided by this Agreement. Neither You nor any of Your affiliates shall reverse engineer, decompile or disassemble the Software. Nothing in this Agreement will entitle You or any of Your affiliates to access or use the source code of the Software.
2. Confidentiality
You acknowledge that the Services and any other information provided to You by VistaPrint incorporate confidential and proprietary information developed by, acquired by, or licensed to VistaPrint (“Confidential Information”). You will take (and will cause Your affiliates to take) all reasonable precautions necessary to safeguard the confidentiality of the Confidential Information. Neither You nor any of Your affiliates will make any unauthorized use of the Confidential Information or disclose, in whole or in part, any part of the Confidential Information to any individual or entity, except to those of Your employees or consultants who require access for Your authorized use of the Confidential Information and agree to comply with the use and nondisclosure restrictions applicable to the Confidential Information under this Agreement. You acknowledge that any unauthorized use or disclosure by You or any of Your affiliates of the Confidential Information may cause irreparable damage to VistaPrint. If VistaPrint becomes aware of Your breach or threatened breach of this Section 2, VistaPrint may suspend any and all rights granted to You under this Agreement and shall be entitled to injunctive relief, without the need of posting a bond, in addition to all legal or equitable relief that may be available to VistaPrint.
3. Indemnification
You shall indemnify and hold VistaPrint and its affiliates, and its and their officers, directors, employees, agents, licensors, and service providers (collectively, the “Indemnified Parties”) harmless from and against any claims, losses, damages, liabilities, costs or expenses of any nature (including reasonable attorney’s fees) suffered or incurred by any of them (“Liabilities”) to the extent that such are caused by or arise in connection with (i) a breach of any of Your obligations in this Agreement, (ii) any breach of Your representations and/or warranties contained in this Agreement, (iii) VistaPrint’s use, in connection with the performance of the Services hereunder, of any email addresses, Your end user information, or other information that VistaPrint obtains from You or any of Your affiliates for purposes of providing such Services, (iv) any content provided by You or any of Your affiliates, or (v) any emails, newsletters, or other materials sent out by You or any of Your affiliates using the Services. These obligations will survive any termination of Services, Your account and this Agreement hereunder.
4. Your Representations and Warranties
You represent and warrant to VistaPrint that:
a. No information or content delivered by You or any of Your affiliates to VistaPrint in support of this Agreement will infringe on any copyright, trademark, patent, trade secret or other proprietary right held by any third-party.
b. You will not use the Services in a manner that violates any law or regulation. Neither You nor any of Your affiliates will use the Services for purposes of, or transmit via the Services, (i) any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive or otherwise objectionable information, images, or other content of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export control laws and regulations; (ii) any chain letters, pyramid schemes or other deceptive, misleading, and/or fraudulent content; (iii) any unsolicited commercial or non-commercial communication; (iv) any emails with deceptive, misleading or false subject lines or header information that makes it difficult to identify the initiator of the email; (v) any information containing a virus, Trojan horse, worm, or other harmful component; (vi) or any materials that would be deemed Prohibited Content under Section 5(f) of this Agreement.
c. Each list of email addresses provided to VistaPrint by You or any of Your affiliates consists solely of intended recipients who (i) can or will be categorized as an “opt-in” recipient by his, her or its agreement with You to receive such information via email, and (ii) has not or will not have notified You or any of Your affiliates of his, her or its desire not to receive email (i.e., no such person has “opted out” of the receipt of email with respect to You or Your products or services or any of Your affiliates or their products or services) (“Permission Based Lists”).
- Email, Permission Practices, Image Hosting & Prohibited Content
a. Subscriber Opt Out.
Every email message transmitted by the Services must contain an "unsubscribe" link that allows subscribers to remove themselves from Your mailing list and a link to the then current VistaPrint Privacy Policy. You acknowledge and agree that You will not remove, disable or attempt to remove or disable either link. You shall monitor and process unsubscribe requests received by You directly within 10 days of submission, and update the email addresses to which messages are sent through Your VistaPrint account. Under the CAN-SPAM Act of 2003, You acknowledge that You are responsible for maintaining and honoring the list of unsubscribe requests following termination of Your account and this Agreement.
b. Permission Practices.
You agree to import, access or otherwise use only Permission Based Lists in connection with Your use of the Services. You hereby covenant and agree that You shall not use any other lists in connection with Your use of the Services. If You have used any feature of the Services that allows You to request a recipient to confirm that You have his or her permission to send emails to him or her, and such recipient has not responded or does not respond affirmatively to such request for confirmation, You agree that You shall not send emails to that recipient. Without limiting the foregoing, You agree that You shall not utilize the Services to send any commercial electronic mail message (as that term is defined in the CAN-SPAM Act of 2003) to any person who has opted out or otherwise objected to receiving such messages from You or another sender on whose behalf You may be acting. You cannot mail to distribution lists, newsgroups, or spam or unsolicited email addresses. You cannot copy a VistaPrint template or any other features or functionality from the Services and use them for any purpose other than sending email messages from the Services. Emails that You send through the Services may generate spam complaints from recipients. As a matter of privacy, VistaPrint may not share with You the email addresses of those who complain about Your email campaign. You are responsible for ensuring that Your email campaigns do not generate a number of spam complaints in excess of industry norms. VistaPrint, in its sole discretion, shall determine whether Your level of spam complaints is within industry norms, and its determination shall be final, binding and conclusive for all purposes under this Agreement. VistaPrint will terminate Your use of its Services if VistaPrint determines that Your level of spam complaints is higher than industry norms.
c. CAN-SPAN Act of 2003.
You shall use the Services only in compliance with this Agreement, the federal CAN-SPAM Act of 2003 and regulations thereunder and all other applicable U.S., state, local and international laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation, copyright and trademark infringement and child protective email address registry laws). Although VistaPrint has no obligation to monitor the content provided by You or Your use of the Services, VistaPrint may do so and may block any email messages, remove any such content or prohibit any use of the Services that VistaPrint believes may be (or is alleged to be) in violation of the foregoing.
d. Footers.
Unless you are a part of VistaPrint’s authorized reseller program, for every email message transmitted by the Services, You acknowledge and agree that VistaPrint may add an identifying footer stating "Email Marketing by VistaPrint," "Powered by VistaPrint" or a similar message.
e. Images.
Images hosted by VistaPrint on VistaPrint controlled servers may only be used in connection with the Services and for no other purpose whatsoever. To the extent You use images provided by VistaPrint, VistaPrint hereby grants to You a limited, non-exclusive, non-transferable sublicense to use the images in an unaltered state solely in connection with Your use of the Services.
f. Prohibited Content.
VistaPrint prohibits the use of the Services by any person or entity that:
(i) Provides, sells or offers to sell any of the following products or content (or services related to the same): pornography or illicitly pornographic sexual products, including but not limited to magazines, video and software; escort services; illegal goods; illegal drugs; illegal drug contraband; pirated computer programs; instructions on how to assemble or otherwise make bombs, grenades or other weapons.
(ii) Displays or markets material that exploits children, or otherwise exploits children under 18 years of age.
(iii) Provides, sells or offers products, services or content frequently associated with unsolicited commercial email, a.k.a. spam, such as online and direct pharmaceutical sales, including but not limited to health and sexual well-being products, work at home businesses, credit or finance management, including but not limited to credit repair and debt relief offerings and stock and trading tips, and mortgage finance offers, DJ/nightclub, event/club promotions/party lists, and odds making and betting/gambling services, including but not limited to poker, casino games, horse and dog racing and college and pro sporting events.
(iv) Provides material that is grossly offensive, including blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable content.
(v) Posts or discloses any personally identifying information or private information about children without their consent (or their parents’ consent in the case of a minor).
(vi) Sells or promotes any products or services that are unlawful in the location at which the content is posted or received.
(vii) Introduces viruses, worms, harmful code and/or Trojan horses on the Internet.
(viii) Promotes, solicits or participates in pyramid schemes.
(ix) Engages in any libelous, defamatory, scandalous, threatening, harassing activity.
(x) Posts any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence.
(xi) Provides content, including images, of authors, artists, photographers or others without the express written consent of the content owner.
g. Right to Disable Access.
VistaPrint, at its own discretion, may immediately disable Your access to the Services without refund if VistaPrint believes in its sole discretion that You have violated any of the policies listed above or elsewhere in this Agreement.
6. Outage Policy, Intended Recipients
YOU ACKNOWLEDGE AND UNDERSTAND THAT VISTAPRINT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND THAT VISTAPRINT MAY OCCASIONALLY EXPERIENCE “HARD OUTAGES” DUE TO INTERNET DISRUPTIONS THAT ARE NOT WITHIN ITS CONTROL. ANY SUCH HARD OUTAGE SHALL NOT BE CONSIDERED A BREACH OF THIS AGREEMENT. YOU FURTHER ACKNOWLEDGE AND UNDERSTAND THAT NOT ALL EMAIL MESSAGES SENT THROUGH USE OF THE SERVICES WILL BE RECEIVED BY THEIR INTENDED RECIPIENTS.
7. VistaPrint Proprietary Rights
All trademarks, service marks, patents, copyrights, trade secrets, know-how, and other proprietary rights in or related to the Services, including, without limitation, VistaPrint, vistaprint.com, the VistaPrint logo, and other VistaPrint owned or licensed logos and product and service names used in connection with the Services, are and will remain the sole and exclusive property of VistaPrint or its applicable licensors or service provider(s) (collectively, the “Service Marks”), whether or not specifically recognized or perfected under applicable law. You agree not to display or use the Service Marks in any manner whatsoever without VistaPrint’s prior written consent.
As part of the Services, VistaPrint may provide You with 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 You for the sole purpose of creating, operating and transmitting emails through the Services. To the extent VistaPrint provides You with access to and use of Design Content, VistaPrint grants You 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 transmitting emails through the Services. You acknowledge and agree that VistaPrint 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 VistaPrint 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 You 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 transmitting emails through the Services. You, and not VistaPrint, are entirely responsible for Your use of Design Content and for its combination with any other information or content. VistaPrint is providing such Design Content to You only as a convenience, and the inclusion of such content does not imply endorsement by VistaPrint of such content. VistaPrint 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 VistaPrint is not responsible for any failure or delay in doing so. Without limiting the generality of the foregoing, upon any termination of Your account and/or the Services, the foregoing license shall automatically terminate and You must immediately cease all use of and access to the Design Content.
VistaPrint or its applicable licensors or service provider(s) shall own all rights, title and interest, including all intellectual property rights, in and to any improvements to the Services or any new programs, upgrades, modifications or enhancements thereto, even if and to the extent any such refinements and improvements result from Your request. To the extent, if any, that ownership in such refinements and improvements does not automatically vest in VistaPrint or its applicable licensors or service provider(s) by virtue of this Agreement or otherwise, You hereby transfer and assign (and, if applicable, shall cause Your affiliates to transfer and assign) to VistaPrint or its applicable service provider(s) all rights, title, and interest which You or any of Your affiliates may have in to such refinements and improvements.
8. Your Proprietary Rights
VistaPrint and its applicable service provider(s) may use Your trademarks and trade names (“Your Marks”) solely in connection with the authorized provision of the Services. Any other use of Your Marks shall be with Your prior written consent and subject to all written guidelines You provide regarding the use of Your Marks. By submitting ideas, concepts, inventions, or content to VistaPrint or using them in connection with the Services, You agree that such submission is non-confidential for all purposes. If You make any such submission, You agree that You will not send or transmit to VistaPrint or to any third-party using the Services, any communication or content that infringes or violates any rights of any party. If You submit any business information, ideas, concepts or inventions or content to VistaPrint by email, You agree such submission is non-confidential for all purposes. If You make any submission to this web site or if You submit any business information, idea, concept or invention to VistaPrint by email, You automatically grant—or warrant that the owner of such content or intellectual property has expressly granted— VistaPrint a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display such content in any manner.
VistaPrint does not claim ownership of the content that You provide to VistaPrint or through the Services, and VistaPrint acknowledges and agrees that, subject to the terms and conditions of this Agreement, You will retain any and all applicable copyright and other intellectual property rights in Your content. Notwithstanding the foregoing, You hereby grant VistaPrint 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 Your content (a) on and through the Services for the purpose of creating, operating and maintaining the Services and (b) in VistaPrint’s promotional and advertising materials for the limited purpose of promoting the Services, and (ii) sublicense to third-parties Your content to the extent necessary for the creation, operation, and maintenance of, in part or in whole, the Services. You also hereby grant VistaPrint the perpetual and irrevocable right to delete any or all of Your content from VistaPrint’s servers, and the Services, whether intentionally or unintentionally, and for any reason or no reason, without any liability of any kind to You or any other person. You agree that even though You retain certain copyright or other intellectual property rights in Your content, You do not own the account used to access the Service, nor do You own any data stored on VistaPrint servers (including without limitation any data representing or embodying any or all of Your content). No compensation will be paid or due You 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 Your 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 Services, You warrant and represent that You own or otherwise control the rights necessary to do so and to grant VistaPrint the license set forth above, and, pursuant to the terms set forth in Section 3, You 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.
9. 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 of Your content or data that VistaPrint receives from You and any personal data VistaPrint receives from You about Your end users or customers (“End-User Data”). With respect to certain services provided pursuant to this Agreement as part of the Services, VistaPrint may act as Your data processor with respect to such End-User Data, in which case VistaPrint processes such End-User Data only in accordance with Your instructions. You are 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 Your failure to so comply.
10. Charges and Billing
VistaPrint reserves the right to charge fees for the Services or any portion thereof and any applicable fees will be posted on the VistaPrint website. If You are required to pay a fee for all or any part of the Service for which You have chosen to subscribe, You hereby authorize VistaPrint to charge the designated valid financial account You provided to VistaPrint upon registration for the Services in advance for all applicable fees incurred by You in connection with Your account. Your account will automatically renew at the end of each applicable subscription period, unless Your 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 Your account, these fees will be billed automatically to Your designated valid financial account at the start of each renewal period, unless You terminate Your account before the relevant period begins. If You registered for the Services using a VistaPrint promotional code or discount, after the initial promotional period expires, Your subscription (base package and any purchased upgrades) will automatically be renewed and billing will continue at the then-current prices for the Services. You further acknowledge that it is Your responsibility to notify VistaPrint of any changes to Your valid designated financial account information, including, without limitation, updates to Your credit card number if Your credit card has expired, or Your account and access to the Services may be terminated or interrupted.
VistaPrint reserves the right to change any fees (which includes but is not limited to, increasing prices on existing or new services and charging a fee for upgrades and/or a service for which VistaPrint does not currently charge a fee) at any time and from time to time, provided, however, that VistaPrint will provide You with reasonable notice prior to making any fee changes to existing the Services. If You find any change to the pricing of the Services to be unacceptable for Your continued use of the Services, You are free to cancel the Services and terminate Your account at any time, but VistaPrint will not be obligated to refund any remaining portion of Your pre-paid fees when You cancel such the Services.
You agree to pay Your account balance when due. You also agree to pay any taxes, including sales, use, value added or other similar taxes, resulting from Your use of the Services. You are 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 You. This Section 10 shall in no way limit any other remedies available to VistaPrint at law or in equity. You also acknowledge and agree that You will be billed for and will pay any outstanding balances if Your Account is terminated due to Your breach of this Agreement. You must notify VistaPrint of any billing problems or discrepancies within sixty (60) days after they first appear on Your designated financial account statement. If You do not notify VistaPrint within sixty (60) days, You waive any right to dispute such problems or discrepancies.
11. Disclaimer of Warranties
EXCEPT AS MAY BE OTHERWISE SPECIFICALLY PROVIDED HEREIN, THE SERVICES, INCLUDING WITHOUT LIMITATIOIN THE SOFTWARE, ARE PROVIDED HEREUNDER “AS IS” WITHOUT WARRANTY OF ANY KIND. EXCEPT AS MAY BE OTHERWISE SPECIFICALLY PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, VISTAPRINT AND ITS APPLICABLE LICENSORS AND SERVICE PROVIDER(S) EACH EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE APPLICATION SOFTWARE OR APPLICATION SERVICES, WHETHER MADE BY EMPLOYEES OF VISTAPRINT OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY VISTAPRINT FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF VISTAPRINT WHATSOEVER.
12. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, IN NO EVENT SHALL VISTAPRINT 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 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 SERVICES, (B) THE PROVISION OF OR FAILURE TO THE SERVICES, (C) ANY OF YOUR CONTENT OR OTHER INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR RELATED GRAPHICS OBTAINED OR PROVIDED THROUGH THE SERVICE OR OTHERWISE ARISING OUT OF THE CREATION, USE OR MAINTENANCE OF THE SERVICES, OR (D) YOUR STATEMENTS OR CONDUCT BY YOUR OR ANY THIRD-PARTY ON OR WITH RESPECT TO THE SERVICES. 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. IN NO EVENT SHALL VISTAPRINT’S AGGREGATE LIABILITY TO YOU AND/OR ANY THIRD-PARTY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT YOU ACTUALLY PAID 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 OF YOUR CONTENT OR OTHER DATA RESIDING ON OR ARISING FROM THE SERVICES, OR ANY HARDWARE OF VISTAPRINT OR ITS SUPPLIERS. IT IS YOUR RESPONSIBILITY TO TAKE THE NECESSARY STEPS TO ENSURE THAT YOUR PRIMARY MEANS OF BUSINESS IS MAINTAINED (IF APPLICABLE). THIS LIMITATION OF LIABILITY DOES NOT APPLY TO DAMAGES INCURRED BY WILFULL MISCONDUCT BY VISTAPRINT OR VISTAPRINT’S AGENTS.
13. Customer Support
VistaPrint offers certain phone support services at no additional charge. Phone support is limited to technical questions only. Non-technical questions including, but not limited to, questions relating to design, deliverability rules or issues, marketing planning or similar services, shall not be included in the phone support services offered at no additional charge. Applicable contact information and hours of operation for VistaPrint customer support is available at the Contact & Support section of the Website.
The Services are provided subject to this Agreement, as it may be amended by VistaPrint, and any guidelines, rules or operating policies that VistaPrint may establish and post from time to time, including without limitation VistaPrint's Privacy Policy, as linked from all email generated from VistaPrint or otherwise furnished to You. By posting updated versions of the Agreement on the VistaPrint website, or otherwise providing notice to You, VistaPrint may modify the terms of the Agreement and may discontinue or revise any or all other aspects of the Services in its sole discretion. Except as otherwise provided in the Agreement, all such changes shall become effective upon the posting of the revised Agreement on the Service or at VistaPrint's website. The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to individuals under the age of 18. If You do not qualify, You are not permitted to use the Services. If You are using the Services in Your capacity as an employee, You must have the ability to bind Your employer by Your use of the Services. You must complete the registration form on the VistaPrint website in order to use the Services. You shall provide true, accurate, current, and complete information about Yourself as requested in the registration form.
14. User Registration/Privacy Policy
In order for You to participate in the Services, VistaPrint will require You to provide specific information about Yourself and (if applicable) Your business. You agree to provide true, accurate and complete information and to refrain from impersonating or falsely representing Your affiliation with any person or entity. You shall maintain with VistaPrint a valid email address for Yourself at all times. You shall be responsible for maintaining the confidentiality of Your account and password and shall be responsible for any and all transactions by users given access to such account or password and any and all consequences of use or misuse of such account and password. You shall be responsible for all actions by such users, including without limitation present and former employees, partners, agents and representatives, and shall indemnify VistaPrint for such actions as set forth in Section 3.
Any information supplied by You upon registering for the Services and any other information supplied by You about Yourself and/or Your business is subject to VistaPrint’s Privacy Policy. You should review the VistaPrint Privacy Policy, a copy of which is available on the VistaPrint website. VistaPrint reserves the right to update or change its Privacy Policy from time to time in its sole discretion.
15. Termination
You may terminate this Agreement at any time by calling VistaPrint customer support. YOU ARE RESPONSIBLE FOR TERMINATING YOUR ACCOUNT AND THIS AGREEMENT AND VISTAPRINT IS NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND THIS AGREEMENT AND ANY CHARGES AND FEES YOU INCUR AS A RESULT OF YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND THIS AGREEMENT. Upon confirmation of such cancellation, You will forfeit all credits, pre-paid fees, and any other amounts accruing to You, if any, and VistaPrint shall not be required to refund, redeem, or pay any such or other amounts to You. VistaPrint also reserves the right to collect fees incurred before You cancel Your account in addition to any applicable cancellation fee(s).
VistaPrint, in its sole discretion, may terminate, disable or suspend Your account and Your use of and access to the Services, at any time and for any reason, including, without limitation, (i) if You breach this Agreement, including, without limitation, due to (X) Your failure to make any required payments to VistaPrint when due, or (Y) Your failure to comply with the conduct rules set forth in this Agreement, including without limitation Sections 4 and 5 above; (ii) if VistaPrint is unable to verify or authenticate any information that You provide to VistaPrint; (iii) VistaPrint concludes in its sole discretion that Your use of or access to the Services may result in liability to VistaPrint or its suppliers or licensors, or (iv) upon Your bankruptcy or insolvency. If VistaPrint terminates Your account pursuant to (i), (ii), (iii) or (iv) above, You will forfeit all credits, pre-paid fees, and any other amounts accruing to You, if any, and VistaPrint shall not be required to refund, redeem, or pay any such or other amounts to You. VistaPrint shall have no liability to You or any third-party because of such termination or action.
Upon cancellation or other termination of Your account for any reason, VistaPrint shall (i) collect all fees, commitments and obligations incurred or accrued by You; (ii) delete Your content, subscriber or campaign data, listings, messages or other information in connection with Your Account and Your use of or access to the Services; and (iii) prohibit Your access to and use of Your Account and the Services, including without limitation by deactivating Your password. In no event shall VistaPrint be required to return any of Your content to You upon any such termination. VistaPrint is not responsible for any damages to or losses incurred by You or any third-party in the event You choose to cancel Your account and VistaPrint takes any of the above actions. After cancellation or termination, You shall process all unsubscribe requests within 30 days of Your last email campaign. VistaPrint will provide upon request the list of unsubscribe requests from Your account. Under the CAN-SPAM Act of 2003, You acknowledge that You are responsible for maintaining and honoring the list of unsubscribe requests following termination of Your account and this Agreement. All sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, ownership, warranty disclaimers and limitations of liability.
If Your account is classified (at VistaPrint's sole discretion) as inactive for over 60 days, VistaPrint has the right to permanently delete Your subscriber data. VistaPrint will use good faith efforts to contact You via email prior to taking any permanent removal actions.
16. Third-Party Beneficiary
SendGrid, Inc. (“SendGrid”) shall be deemed a third-party beneficiary under this Agreement and You shall be liable to SendGrid for any damages arising due to Your breach hereof to the same extent as if SendGrid had been a signatory to this Agreement.