R.R. Donnelley & Sons Company ("RR
Donnelley") operates this Website ("Site") to provide online
access for viewing, ordering, and downloading goods, services and information
(the "Service"). By accessing and using this Site, you agree
to each of the terms and conditions set forth herein ("Terms of
Use"). If you access the Site on behalf of a company or
organization ("entity"), you represent that you are duly authorized
to represent the entity and accept the terms and conditions of this Agreement
on behalf of such entity. IF YOU OR THE ENTITY YOU REPRESENT (collectively
"you" or "your") DO NOT AGREE TO THE TERMS AND CONDITIONS
OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SITE. These Terms of Use, together
with any other terms and conditions referenced herein, are collectively
referred to as this "Agreement".
RR Donnelley reserves the right to modify
this Agreement at any time without giving you prior notice. Your use of the
Site following any such modification constitutes your agreement to follow and
be bound by the Agreement as modified. For
avoidance of doubt, Service as used herein does not include professional
services provided by RR Donnelley. If an executed agreement is not in place between You and RR
Donnelley for professional services ordered through this Site, then the standard terms and conditions located at http://www.rrdonnelley.com/RRDTermsConditions/
shall apply to Your purchase of goods and professional services from RR
Donnelley.
1. Grant of Access to Site For the duration of the Services Period (defined
in an Order, PSA, or SOW, collectively "Order")and subject to Your
payment obligations, and except as otherwise set forth in this Agreement or
Your Order, You have the non-exclusive, non-assignable, limited right to access
and use the Site for the Services that You Ordered, solely for Your internal business
operations and not for or on behalf of any third party and subject to the terms
of this Agreement and Your Order, including any Service specifications. The
Site and Services may include all documentation and/or other materials
(including templates, screen prints, manuals, instructions, specifications,
promotional materials,), ("Documentation") relating to the
integration, operation and functionality of the Site made available by RR
Donnelley. You may allow Your Users (but not any third party) to use the Site
and Services for this purpose and You are responsible for Your Users’ compliance with this Agreement and the
Order. You do not acquire under this Agreement any right or license to use the Site or Services, in
excess of the scope and/or duration of the Services stated in Your Order. Upon
the end of the Services ordered, Your right to access and use the Services and
the Site will terminate. You acknowledge that You are obtaining only a limited
right to access and use the Site and that no ownership rights are being
conveyed to You under this Agreement or otherwise. RR Donnelley or its
suppliers retain all right, title and interest (including all patent,
copyright, trade secret and other intellectual property rights) in and to the
Site and any and all related and underlying software (including interfaces),
databases (including data models and structures) and underlying technology.
Further, You acknowledge that the Site is offered as an on-line, hosted
solution, and that You have no right to obtain a copy of the Site itself.
2. Your Responsibilities
2.1 User Activity. You are responsible for (i) all activities that
occur under Your and Your Users' usernames, passwords or accounts or as a
result of Your or Your Users' access to the Services, and agree to notify RR
Donnelley immediately of any unauthorized use. (ii) identifying and
authenticating all Users, (iii) approving access by such Users to the Services,
(iv) controlling against unauthorized access by Users and notify RR Donnelley
promptly of any such unauthorized use, and (v) maintaining the confidentiality
of Usernames, passwords and account information. By federating or otherwise
associating Your, and Your Users', Usernames, passwords and accounts with RR
Donnelley, You accept responsibility for the confidentiality and timely and
proper termination of User records in Your local (intranet) identity
infrastructure or on Your local computers. RR Donnelley is not responsible for
any harm caused by Your Users, including individuals who were not authorized to
have access to the Services but who were able to gain access because Usernames,
passwords or accounts were not terminated on a timely basis in Your local
identity management infrastructure or Your local computers.
2.2 Access Codes. From time to time, RR Donnelley may issue access
codes, User identification numbers, passwords and other security items to You
to permit You to access the Site ("Access Codes"). You are
solely responsible for the use and proper protection of the Access Codes. You
shall take all reasonable precautions to protect the security and integrity of
the Access Codes, and to prevent their unauthorized use. You shall restrict
access to the Access Codes to those of Your employees or agents who have a need
to know the Access Codes. You hereby agree to be fully responsible for all
actions taken using your Access Codes. If You become aware that any person has
access to any Access Codes without the need to know such Access Codes, You will
immediately notify RR Donnelley so that RR Donnelley can cancel such Access
Codes and, if appropriate, assign new Access Codes.
2.3 Controls. You shall be solely responsible for the accuracy
and correctness of, and assume sole responsibility for, Your use of the Site
and the Materials, and RR Donnelley shall not have any responsibility or
liability with respect thereto. You shall employ all control procedures of
which You are advised, shall verify all output received, and shall promptly
advise RR Donnelley of any errors or mistakes in information generated by the
Site.
2.4 Transfer of Materials. You acknowledge that the Services are designed
with capabilities for You and Your Users to access the Site without regard to
geographic location and to transfer or otherwise move Your Materials between
the Site and other locations such as User workstations. You are solely
responsible for the authorization and management of User accounts, as well as
export control and geographic transfer of Your Materials.
2.5 Equipment. You are responsible, at Your own cost and
expense, to provide all necessary equipment, hardware, communication lines and
hook-ups to use and access the Site, and You are solely responsible for all
use, maintenance and damage thereto. In no event shall RR Donnelley be
responsible or liable for any equipment, hardware or software not provided by
it, or any other item used by You in connection with the Site. You are also
responsible to maintain User environments that meet the requirements specified
by RR Donnelley.
2.6 Transmission of Materials. You are responsible for the accuracy and
integrity of the data transmission to RR Donnelley or to the Site, RR Donnelley
will not be responsible for corruption, loss or miss-transmission of Materials,
or for the security of Materials prior to its entry into the RR Donnelley
servers. During the term of this Agreement, RR Donnelley will take appropriate
measures so that the Materials will not be viewed, or made available for view,
to any party except as authorized by You or required by law.
3. Access to Your Materials. To enable RR Donnelley to provide You and Your
Users with the Services, You grant RR Donnelley the right to use, process and
transmit, in accordance with this Agreement and Your Order, Your Materials, for
the duration of the Services Period plus any additional post-termination period
during which RR Donnelley provides You with access to retrieve an export file
of Your Materials. If Your Materials include third party programs, You
acknowledge that RR Donnelley may allow providers of those third party programs
to access the Site, including Your Materials, as required for the
interoperation of such third party programs with the Services. RR Donnelley
will not be responsible for any use, disclosure, modification or deletion of
Your Materials resulting from any such access by third party program providers
or for the interoperability of such third party programs with the Services or
this Site.
4. Access to Third Party
Content or Software. As part of
certain Services offerings, RR Donnelley may provide You with access to Third
Party Content or Software within the Site. The type and scope of any Third
Party Content or Software is defined in the Service specifications applicable
to Your Order. The third party owner, author or provider of such Third Party
Content or Software retains all ownership and intellectual property rights in
and to that content, and Your rights to use such Third Party Content or
Software are subject to, and governed by, the terms applicable to such content
as specified by such third party owner, author or provider, but in no event are
less than Your obligations herein.
5. Privacy http://www.rrdonnelley.com/privacy-policy.aspx
6. Ownership. The copyright of this Site and all Documentation
is protected by copyright laws and belongs to RR Donnelley. You are hereby
authorized to use this Site consistent with its intended purpose and Your use
does not convey any title or ownership rights whatsoever of any kind in or over
any adaptation, modification, derivation, addition or extension of the Site or
Services. Except as expressly provided to the contrary, you agree not to
modify, alter, or deface any trademarks, service marks, or other intellectual
property of RR Donnelley made available through the Service or Site. You
further agree not to adapt, translate, modify, decompile, disassemble, or
reverse engineer the Service or any Documentation, software or programs used in
connection with the Service or Site. You may submit comments, questions, ideas
or other information to RR Donnelley related to RR Donnelley Site or Services ("Feedback").
RR Donnelley may in connection with any of its products or services freely use,
copy, disclose, license, distribute and exploit any such Feedback in any manner
without any obligation, royalty or restriction. These Terms of Use do not
convey to RR Donnelley title to or ownership of Your Materials uploaded onto
the Site, but only a right of limited use for the purposes of providing the
Services and Site to You and Your Users. Any copy of this Site or portion
thereof must include the copyright notice. This Site is proprietary to RR
Donnelley and title to the Site, including without limitation, all applicable
rights, to patents, copyrights, trademarks, trade secrets and other
intellectual property rights shall remain solely with RR Donnelley. Nothing
within the Site or Services shall be construed as conferring any license under
RR Donnelley or any third party's intellectual property rights, whether by
estoppel, implication, waiver or otherwise.
RR Donnelley will, in appropriate circumstances,
immediately terminate Your ability to use the Site or Services if You infringe
the proprietary rights of others in violation of the Digital Millennium
Copyright Act, Title 17, United States Code, Section 512(c)(2). RR Donnelley
will investigate notices of copyright infringement and take appropriate actions
as warranted thereunder.
7. Use of Site. You may use the Service and the Site to upload,
exchange, download, and share Your content with Users of the Site (singly or
collectively, the "Materials") solely for legitimate business
purposes to access the information provided by You on this Site. Any access or
attempt to access other areas of the RR Donnelley computer system or other
information contained on the system or other RR Donnelley sites for any
purposes is strictly prohibited. You may not use any information contained on
this Site other than in connection with the Services provided by RR Donnelley.
You shall not disclose, disseminate or post on Internet sites any of the
Documentation pertaining to the Site. You guarantee and warrant that You are
solely responsible for the nature and content of all Materials You submit,
post, upload, exchange, download or otherwise use through your account or on
the Site. You agree not to use or permit the use of this Site: (a) to
communicate any message or material that is defamatory, harassing, libelous,
threatening, obscene or otherwise unlawful or tortuous material; (b) in a way
that violates or infringes upon the intellectual property rights or the privacy
or publicity rights of any person or entity or that may otherwise be unlawful
or give rise to civil or criminal liability; (c) in any manner that is likely
to damage, disable, overburden, or disrupt the integrity or performance of the
Service or impair the Site or RR Donnelley server or the data contained
therein, or interfere in any way with the use or enjoyment of the Site by
others; (d) to introduce any virus, worms, Trojan horse, harmful computer code,
file, scripts, agents or programs, or other malware or other malicious activity
into the network infrastructure of RR Donnelley or others in Your use of the
Site; (e) in violation of any U.S. denied party-list, embargoed country
restriction, export law or regulation; (f) in any way that constitutes or
encourages conduct that could constitute a criminal offense; (g) to license,
sublicense, sell, resell, rent, lease, transfer, assign, distribute, timeshare,
to a service bureau, service provider, or otherwise commercially exploit or
make the Site or Services available to any third party (h) use the Site or
Services in any manner that could cause the Site or other intellectual property
of RR Donnelley to become subject to open source or other third party licenses,
(i) except as expressly provided herein, in connection with the creation and
development of Your Materials, modify, distribute or create derivatives of,
reverse engineer, display, reproduce, copy, reverse compile or assemble,
decompile, disassemble or translate, sublicense, transfer, sell, or otherwise
use the Site or Services or integrate it with any other software in whole or in
part, except as may expressly be provided herein (j) remove, disable,
circumvent, or otherwise create or implement any workaround to any security
features contained in the Site or interfere with any security precautions,
procedural controls or other measures of RR Donnelley relating to the Site, (k)
remove, delete or alter any trademarks, copyright notices or other intellectual
property right notices of RR Donnelley, if any, from the Site (l) use the Site
or Services in any manner which could violate any law or regulation applicable
to Customer, (m) attempt to gain unauthorized access to the network
infrastructure of RR Donnelley or any third party through hacking, password
mining, or other means; (n ) use the Site or Services for purposes of
competitive analysis, the development of a competing software product or
service, to disclose, publish or make publicly available any benchmark
performance or comparison tests that You run (or have run) on the Site or
Services, or any other purpose that is to RR Donnelley’s commercial disadvantage, (o) use the Site to send spam or otherwise
duplicative or unsolicited messages in violation of applicable laws, or (p) use
the Site or Services in any other manner or for any other purpose or
application not expressly permitted by this Agreement. Any violation of the
foregoing, intentional damage or intentional interruption of RR Donnelley's
computer System as well as computer resources and/or system service, carrying
on of personal business or illegal activities will be considered a breach and a
cause for termination of this Agreement. You agree to defend, indemnify and
hold RR Donnelley harmless for damages and losses incurred as a result of
misuse of this Site or Services or any violation of this provision 6 by You.
8. Disclaimer of Warranties;
Liability. THIS SITE AND
DOCUMENTATION IS PROVIDED "AS IS" AND "AS AVAILABLE" AND
WITHOUT WARRANTIES EXPRESS OR IMPLIED. RR DONNELLEY DISCLAIMS ALL WARRANTIES,
CONDITIONS OR REPRESENTATIONS INCLUDING BUT NOT LIMITED TO ANY AND ALL IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS OR SUITABILITY FOR ANY
PURPOSE. RR DONNELLEY DOES NOT WARRANT THAT FUNCTIONS CONTAINED ON THIS SITE
WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT
THIS SITE OR THE SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU
AGREE THAT RR DONNELLEY AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY
CONSEQUENTIAL, PUNITIVE, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGE (INCLUDING
WITHOUT LIMITATION, LOST OF REVENUE OR PROFITS OR FAILURE TO REALIZE SAVINGS OR
OTHER BENEFITS) RELATED TO THE SITE OR YOUR MATERIALS INCLUDING BUT NOT LIMITED
TO DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF THE USE OF THE SITE
EVEN IF RR DONNELLEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU
FURTHER AGREE THAT RR DONNELLEY AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY
LOSSES RESULTING FROM A CAUSE OVER WHICH RR DONNELLEY OR ITS AFFILIATES DOES
NOT HAVE DIRECT CONTROL, INCLUDING BUT NOT LIMITED TO THE FAILURE OF ELECTRONIC
OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT
PROBLEMS (E.G. IF YOU ARE UNABLE TO ACCESS THE RR DONNELLEY SITE THROUGH YOUR
ON-LINE SERVICE PROVIDER), UNAUTHORIZED ACCESS, NETWORK INTRUSIONS, THEFT,
OPERATOR ERRORS, DELAYS OF TRANSPORTATION, ACTS OF GOD, SEVERE WEATHER, FIRE,
EARTHQUAKES, FLOODS, EPIDEMICS, RIOTS, WAR, ACTS OF TERROR, ACTS OR OMISSIONS
OF CIVIL OR MILITARY AUTHORITY AND STRIKES OR OTHER LABOR PROBLEMS. RR
DONNELLEY’S TOTAL
CUMULATIVE LIABILITY SHALL BE LIMITED TO THE AMOUNT OF DIRECT DAMAGES RESULTING FROM A BREACH OR
DEFAULT, NOT TO EXCEED THE AMOUNTS PAID BY YOU FOR ONE MONTH OF SITE SERVICES.
RR Donnelley shall not be responsible for loss
or destruction of any of Your Materials on the Site and RR Donnelley's
liability and Your sole remedy shall be limited to restoring the lost, destroyed,
or damaged Materials at no additional cost to You provided such restoration can
be performed by RR Donnelley and You provide RR Donnelley with all source data
in readable form for such restoration, it being presumed conclusively that any
information delivered to RR Donnelley has been backed up by duplicate Materials
retained by You. RR Donnelley offers you various ways of ordering products,
including telephone and on-line services, and, should You experience any
problems in reaching RR Donnelley through any particular method, the You may
use alternate methods to communicate with RR Donnelley. RR Donnelley does not
represent or warrant to You that any such problems will be corrected.
9. Suspension of Service. RR Donnelley may at any time suspend Your use of
the Site and/or remove or disable any Materials as to which RR Donnelley
reasonably and in good faith believes is in violation of this Agreement. RR
Donnelley agrees to provide You with notice of any such suspension or
disablement before its implementation unless such suspension or disablement is
necessary to comply with legal process, regulation, Order or prevent imminent
harm to the Site or any third party, in which case RR Donnelley will notify You
to the extent allowed by applicable law of such suspension or disablement as
soon as reasonably practicable thereafter.
10. Service Specifications. The Services are subject to and governed by
Service specifications applicable to Your Order. Service specifications may
define provisioning and management processes applicable to the Services (such
as capacity planning), types and quantities of system resources (such as
storage allotments), functional and technical aspects, as well as any Services
deliverables. You acknowledge that use of the Services in a manner not
consistent with the Service specifications may adversely affect Services
performance and/or may result in additional fees. If the Services permit You to
exceed the ordered quantity (e.g., soft limits on counts for Users, sessions,
storage, etc.), then You are responsible for promptly purchasing additional
quantity to account for Your excess usage.
11. Confidentiality. You agree that You have entered into a
confidentiality agreement or are held to confidentiality terms in a services
agreement with RR Donnelley. You acknowledge and agree that the Site is
considered confidential information. You acknowledge that You will not post,
download or otherwise use the Site or Services for transferring or providing
lists of Personally Identifiable Information (unless explicitly authorized by RR Donnelley in writing) or Payment Card Industry Information (except through a payment gateway incorporated into the Site).
12. Termination. RR Donnelley may terminate your use of Services
or access to the Site at any time with or without cause. RR Donnelley may
immediately terminate Your use of Services or the Site if you breach this or
any agreement with RR Donnelley or RR Donnelley has reason to believe that
there has been or may be a misuse or disclosure of a logon ID or password..Upon
the effective date of termination of this Agreement, RR Donnelley will
immediately cease providing the Services and all of Your payment obligations
under this Agreement for the Services provided through the effective date of
termination will immediately become due.
13. General Provisions.
13.1 Entire Agreement/No Waiver. These Terms of Use constitute the entire
Agreement of the parties with respect to the subject matter hereof. No waiver
by RR Donnelley of any breach or default hereunder shall be deemed to be a
waiver of any preceding or subsequent breach or default.
13.2 Updates, Correction of Errors, and Inaccuracies. The Site may contain typographical or other
errors or inaccuracies and may not be complete or current. You understand that
RR Donnelley may modify or replace this Site any time without prior notice, but
does not guarantee that any errors, inaccuracies or omissions will be updated
or corrected. You shall promptly advise RR Donnelley of any error, malfunction,
or defect in the operation of the Site, and RR Donnelley shall use commercially
reasonable efforts to correct any such issues in a timely manner. In the event
of any interruption or delay in the use of the Site, RR Donnelley shall use
reasonable efforts to resume operation of the Site as promptly as reasonably
practical. You are required to accept all patches, bug fixes, updates,
maintenance and service packs (collectively, "Patches") necessary for
the proper function and security of the Services, as such Patches are generally
released by RR Donnelley. RR Donnelley is not responsible for performance or
security issues encountered with the Services that result from Your failure to
accept the application of Patches that are necessary for the proper function
and security of the Services.
13.3 Modifications. The Site is continually evolving. Accordingly,
RR Donnelley reserves the right, at any time, to make alterations,
enhancements, additions, deletions, substitutions and modifications to the Site
or any components thereof. RR Donnelley shall endeavor to provide notification
prior to making material additions, deletions, substitutions, or modifications
to the Site. RR Donnelley shall endeavor to perform scheduled system
maintenance on the weekends or evenings, but reserves the right to perform
required maintenance at any time.
13.4 Governing Law. Use of this Site is unauthorized in any
jurisdiction that does not give full effect to all provisions of this Agreement
or where all or any portion of this Site may violate any legal requirements and
you agree not to access this Site in any such jurisdiction. RR Donnelley has
endeavored to comply with all legal requirements known to it in creating and
maintaining this Site You are responsible for compliance with applicable laws.
Any use in contravention of this provision or any provision of this Agreement
is at your own risk and, if any part of this Agreement is invalid or
unenforceable under applicable law, the invalid or unenforceable provision will
be deemed superseded by a valid, enforceable provision that most closely
matches the intent of the original provision and the remainder of the provision
or provisions shall be enforced to the maximum extent permitted by law. Any and
all disputes relating to this Agreement, RR Donnelley's Privacy Policy, your
use of the Site, Documentation or Your Materials are governed by, and will be
interpreted exclusively in accordance with, the laws of the State of Illinois,
without regard to any conflicts of laws provisions and You hereby consent to
the exclusive jurisdiction and venue of the courts, tribunals, agencies and
other dispute resolution organizations sitting in DuPage or Cook Counties,
Illinois, USA in all such disputes. Any action commenced against RR Donnelley
regarding this Agreement, or the Services, Documentation, or Site, shall be
brought within one (1) year after accrual of such cause of action. The
obligations of the parties under this Agreement, which by their nature would
continue beyond termination, cancellation, or expiration of this Agreement,
shall survive termination, cancellation, or expiration of this Agreement. The
provisions of the United Nations Convention on Contracts for the International
Sale of Goods shall not apply to this Agreement or any transaction under it.
|