Terms and Conditions
1. Purpose of the Service.
The Marketplace Service enables authorized users to download documents posted on the Marketplace website (the “Website”). The Service is powered and hosted by Mimeo.com, but the terms under which users become authorized to use the Service and the rules governing the use of the Service are established by Mimeo.com’s Marketplace customers (“Providers”).
2. Effective Date.
This Agreement was last updated on July 19, 2007.
3. Acceptance of Terms.
In using this Website and the Services, you are acknowledging that you agree to be bound by all of the terms and conditions set forth below (the “Agreement”).
4. Changes in Terms & Conditions.
This Agreement outlines the legally binding terms for your use of the Service. Mimeo reserves the right to modify this Agreement from time to time, for any reason, without notice. You may identify whether this Agreement has been revised by the Effective Date listed in Section 1 above.
Mimeo shall also have the right at any time to: (1) change the Website, including limiting availability of, eliminating, or discontinuing any product, service, or any other content on or feature of the Website; or (2) change any prices, fees or charges related to the Service. Such changes shall be effective immediately upon notice thereof, which may be given by means including but not limited to posting on the Website or transmission via electronic mail.
Your use of the Website constitutes (1) acknowledgement by you of any modifications, and (2) an agreement by you to abide and be bound by this Agreement and its modifications.
To submit orders you may be required register with this Website or through a website controlled by the Provider. In doing so, you represent and warrant that you are at least 13 years of age and the information contained therein is truthful and accurate. Your willful provision of inaccurate or unreliable information shall constitute a material breach of this Agreement and be a basis for termination of your access to the Service.
To access the Service, you may be required to specify or may be given a username and password (your “Login Credentials”). You are solely responsible in all respects for all use of and for protecting the confidentiality of your Login Credentials. You agree to notify Mimeo immediately of any unauthorized use of your Login Credentials and any other suspected breach of security regarding the Website. Neither the Provider nor Mimeo.com has any duty or obligation to verify the identity of a user and may assume, without independent investigation, that any person who logs on to the Service through your password does so with your consent and approval.
6. User Conduct and Responsibilities.
You are responsible for obtaining access to the Website and the Service, and that
access may involve third party fees (such as Internet service provider or airtime
charges). You are responsible for those fees. In addition, you must provide and
are responsible for all equipment necessary to access the Service.
Your use of the Service is subject to all applicable local, state, national and international laws and regulations.
You represent and warrant that:
- you are an authorized user of the Service.
- the materials you transmit through or otherwise post to the Website are not unlawful materials, including without limitation matter any materials that may invade the privacy of any third party, violate any third party’s right of publicity, constitute a copyright, patent or a trademark infringement, and/or theft of trade secret or any other right of a person or party.
- all information that you provide to the Website when purchasing products through the Service is accurate and complete, including without limitation shipping information.
- you will pay all charges incurred by you or any other parties using your account and credit card or other payment mechanism at the prices in effect when such charges are incurred, including any applicable taxes relating to the purchases.
- your use of the Website and the Service does not violate any local law or regulation, and you shall be responsible for any such violation(s).
7. Suspension, Termination.
If you violate any of the terms in this Agreement, your use of the Website and the Service may be suspended or terminated.
8. Making Purchases.
Due to customs taxes that may be incurred during delivery to international locations, additional charges may apply to your order. Shipping delays may occur if local holidays are being observed.
9. Establishing Credit Accounts.
If you complete and return to Mimeo.com a credit order form, you may (at Mimeo’s discretion) be eligible to obtain Services through the Website on account. Mimeo.com may, at its discretion, set credit limits for you and decline to provide Services in excess of such limits. If you obtain Services on account, you will be invoiced by Mimeo.com for all Services obtained through the Website and shall pay the Mimeo.com such invoiced amount within fifteen (15) days of the date of the invoice. All invoiced amounts not timely paid shall accrue interest at a rate of 1½% per month (or, if lesser, the maximum amount permissible by law).
10. Void Where Prohibited.
Although the Service is accessible worldwide, not all products or services discussed or referenced are available to all persons or in all geographic locations or jurisdictions. The Provider reserves the right to limit the availability of the Service and/or the provision of any materials described on the Website to any person, geographic area, or jurisdiction it so desires, at any time and in its sole discretion, and to limit the quantities of any such materials that it provides. Any offer for access to any materials offered through the Service is VOID where prohibited.
11. Site Content and Intellectual Property.
All content purchased through the Service, including but not limited to designs,
text, graphics, pictures, video, information, software, music, sound and other files,
and their selection and arrangement (the "Service Content"), are the proprietary
property of the Mimeo or its Providers and licensors with all rights reserved. The
only use permitted is your internal use. No downloaded Service Content may be modified,
copied, further distributed, reproduced, republished, displayed, posted, re-transmitted,
or sold in any form or by any means, in whole or in part, without Mimeo’s prior
All trademarks are property of their respective companies. All trademarks and registered trademarks are protected by US and international trademark laws.
Except as described this section, nothing in this Agreement shall be construed as conferring any license or right to any of Mimeo.com or Provider’s intellectual property, including without limitation Print-On-Demand, printing, copying, duplication, collating, assembly, binding, storage, inventory, kitting, and delivery services, whether by estoppel, implication or otherwise.
13. Disclaimer of Warranty; Limitation of Liability.
THIS WEBSITE (INCLUDING ANY CONTENT CONTAINED WITHIN IT AND ACQUIRED BY YOU THROUGH THE SERVICE) AND ANY MATERIALS PURCHASED THROUGH SERVICE ARE PROVIDED ON AN "AS IS" BASIS.
UNDER NO CIRCUMSTANCES SHALL MIMEO.COM OR ITS LICENSORS OR ITS DESIGNEES (INCLUDING THE PROVIDER) BE LIABLE TO YOU ON ACCOUNT OF (i) ANY MATERIALS OFFERED OR SOLD THROUGH THE SERVICE, OR (ii) YOUR USE OR MISUSE OF OR RELIANCE ON THE WEBSITE OR THE SERVICE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (EVEN IF MIMEO.COM, THE PROVIDER OR ITS LICENSORS OR ITS DESIGNEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM ANY MATERIALS OFFERED OR SOLD THROUGH THE SERVICE, USE OR MISUSE OF AND RELIANCE ON THE SERVICE AND THE WEBSITE, FROM INABILITY TO USE SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE OR THE WEBSITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY GOODS, SERVICES, INFORMATION, OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE WEBSITE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICE OR THE WEBSITE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SERVICE OR THE WEBSITE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
IN NO EVENT SHALL MIMEO.COM’S AGGREGATE LIABILITY, OR THE AGGREGATE LIABILITY OF THE PROVIDER, ITS LICENSORS OR ITS DESIGNEES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, (i) ARISING FROM ANY ORDER MADE THROUGH THE SERVICE OR THE WEBSITE EXCEED THE TOTAL PRICE OF SUCH ORDER, OR IF (ii) ARISING OUT OF OR RELATED TO THE SERVICES EXCEED THE AMOUNTS ACTUALLY PAID FOR SERVICES DURING THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so some of the above limitations may not apply to you.
You agree to indemnify and hold Mimeo.com, its subsidiaries, affiliates, licensors, designees (including without limitation, the Provider), and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with your use of the Service and the Website, your conduct in connection with the Service and the Website, or any violation of this Agreement or of any law or the rights of any third party.
Entire Agreement. These Terms & Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
Headings, Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
Waiver and Severability of Terms. The failure of Mimeo.com to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Mimeo.com. If any provision of this Agreement 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 this Agreement remain in full force and effect.
Statute of Limitations. You agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. Some jurisdictions may prohibit the shortening of the time period in which a cause of action must be brought. In all such jurisdictions, the applicable time period shall be the minimum allowed by law.
Choice of Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law provisions. You and Mimeo.com agree to submit to the exclusive jurisdiction of the courts of New York County in the State of New York.
No Conflict. In the event there is a conflict between the terms and conditions of this Agreement and any Order, the terms and conditions contained in this Agreement shall prevail.
Arbitration. Any claim, dispute or controversy arising out of or in connection with or relating to this Agreement or the breach or alleged breach thereof shall be submitted by the parties to arbitration by the American Arbitration Association in the City of New York State of New York, United States of America under the commercial rules then in effect for that Association except as provided herein. The award rendered by the arbitrators shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and judgment on such award may be entered in any court having jurisdiction thereof; provided, however, that nothing in this Paragraph shall be deemed as preventing either party from seeking relief from the courts as necessary to protect either party’s name, proprietary information, trade secrets, know how or any other appropriate provisional remedy. The parties shall be entitled to discovery as provided in the Code of Civil Procedure of the State of New York.