TERMS OF USE
FOR DAT
Terms of Use
R.R.
Donnelley & Sons Company ("RRD") operates this site and the RRD
content contained herein (collectively, the “Site”) to provide online access
for viewing, sharing and downloading 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 these terms and conditions for
use of this Site on behalf of such entity. IF YOU OR THE ENTITY YOU REPRESENT,
OR YOUR USERS (an employee or a contractor of Customer authorized by RRD)
(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 "Site Agreement".
RRD
reserves the right to modify this Site 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 Site Agreement as modified. For avoidance of doubt, Service as used herein
does not include professional services provided by RRD. If an executed
agreement is not in place between You and RRD for goods ordered through this
site, then the standard terms and conditions located at http://www.rrd.com/RRDTermsConditions/ shall apply to Your purchase of goods from RRD.
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, non-transferrable 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 Site 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, photographs, images, audio, video, and
data), (“Documentation”) relating to the integration, operation and
functionality of the Site made available by RRD. 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 Site Agreement and the Order.
You do not acquire under this Site 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 Site Agreement or otherwise.
RRD or its third party providers 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.
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 RRD 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 RRD 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 RRD, 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. RRD 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.
Access Codes. From time to time, RRD
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 RRD so that RRD can cancel such Access Codes
and, if appropriate, assign new Access Codes.
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 (defined below), and RRD 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 RRD of any errors or mistakes in information generated by the
Site.
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.
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 RRD
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
RRD.
6.
Transmission of Materials. You are responsible for the accuracy and integrity of the data
transmission to RRD or to the Site, RRD will not be responsible for corruption,
loss or miss-transmission of Materials, or for the security of Materials prior
to its entry into the RRD servers. During the term of this Site Agreement, RRD
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 RRD to provide You and Your Users with the Services,
You grant RRD the right to use, process and transmit, in accordance with this Site
Agreement and Your Order, Your Materials, for the duration of the Services
Period plus any additional post-termination period during which RRD provides
You with access to retrieve an export file of Your Materials. If Your Materials
include third party programs, You acknowledge that RRD 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. RRD 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 this Site and certain Services
offerings, RRD may provide You with access to content or software owned and
licensed from a third party within the Site (“Third Party Content”). 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 Third Party
Content, and Your rights to use such Third Party Content 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. This Site may also contain links to Sites owned or operated by parties
other than RRD. Such links are provided for your reference only. RRD does not
control outside Sites and is not responsible for their content. RRD's inclusion
of links to an outside Site does not imply any endorsement of the material on
this Site or, unless expressly disclosed otherwise, any sponsorship,
affiliation or association with its owner, operator or sponsor, nor does RRD's
inclusion of the links imply that RRD is authorized to use any trade name,
trademark, logo, legal or official seal or copyrighted symbol that may be
reflected in the linked Site. In order to link to RRD all users must obtain
written permission from RRD.
5.
Ownership. The
copyright of this Site and all Documentation is protected by copyright laws and
belongs to RRD. 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 RRD made available through the Service
or Site. You further agree not to adapt, translate, modify, decompile,
disassemble, or reverse engineer the Service, Site, Third Party Content, or any
Documentation, software or programs used in connection with the Service or
Site. These Terms of Use do not convey to RRD 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 RRD 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 RRD. Nothing within the
Site or Services shall be construed as conferring any license under RRD or any
third party's intellectual property rights, whether by estoppel, implication,
waiver or otherwise.
RRD 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). RRD will
investigate notices of copyright infringement and take appropriate actions as
warranted thereunder.
6.
Use of Site. You may use the Service and the Site to upload, exchange,
download, and share Your content with Users of the Site (individually 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 RRD computer system or other information
contained on the system or other RRD 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 RRD. You shall not disclose,
disseminate or post anywhere, including on any 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 RRD’s network, information systems, including servers, 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 RRD 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, Documentation,
Services or Third Party Content in any manner that could cause the Site or
other intellectual property of RRD 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 RRD relating
to the Site, (k) remove, delete or alter any trademarks, copyright notices or
other intellectual property right notices of RRD or a third party, 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 RRD 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 RRD’s commercial disadvantage, (o)
use the Site to send spam or otherwise duplicative or unsolicited messages in
violation of applicable laws, and/or (p) use the Site, Documentation, Third
Party Content, or Services in any other manner or for any other purpose or
application not expressly permitted by this Site Agreement. Any violation of
the foregoing, intentional damage or intentional interruption of RRD's network
or information systems 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 Site Agreement. You agree to defend,
indemnify and hold RRD harmless for damages and losses incurred as a result of
misuse of this Site, Services, RRD Content, or third party Content or as a
result of any violation of this Section 6 by You. RRD’s rights to indemnity under this Section are in addition to, and
not in lieu of, all other rights and remedies available at law or in equity.
All software and/or
technical information provided on the Site (“Site Software”) is subject to US
export control laws and regulations. No Site Software may be downloaded from
the Site or otherwise exported or re-exported (i) into (or to a national or
resident of) Cuba, Sudan, Libya, North Korea, Iran, Syria or any other Country
to which the United States has embargoed goods, or (ii) to anyone on the US
Treasury Department’s list of Specially Designated Nationals or the US Commerce
Department’s Table of Deny Orders.
RRD offers you various
ways of ordering products, including telephone and on-line services, and,
should You experience any problems in reaching RRD through any particular
method, the You may use alternate methods to communicate with RRD. RRD does not
represent or warrant to You that any such problems will be corrected.
7.
Copyrights Infringement.
RRD respects the
intellectual property of others and requires that our users do the same. RRD
reserves the right to remove or disable access to any transmission of information
that infringes the copyright of any person under the laws of the United States
upon receipt of a notice that substantially complies with the requirements of
17 U.S.C. § 512(c)(3) as set forth above.
If you believe that any
material residing on or linked to from this Site infringes your copyright, you
must send RRD's designated Copyright Agent a written notification of claimed
infringement that contains substantially all of the following information: (a)
identification of the copyrighted work claimed to have been infringed, or, if
multiple copyrighted works are covered by a single notification, a
representative list of such works; (b) identification of the claimed infringing
material and information reasonably sufficient to permit us to locate the material
on the RRD Services (such as the URL(s) of the claimed infringing material);
(c) information reasonably sufficient to permit us to contact you, such as an
address, telephone number, and an email address; (d) a statement by you that
you have a good faith belief that the disputed use is not authorized by the
copyright owner, its agent, or the law; (e) a statement by you that the above
information in your notification is accurate and a statement by you, made under
penalty of perjury, that you are the owner of an exclusive right that is
allegedly infringed or are authorized to act on the owner's behalf; and (f)
your physical or electronic signature. For notification of claimed
infringement, RRD can be reached at:
Email:
corp.marketing.inbounds@rrd.com
Subject: DMCA Notice
Address: 227 W Monroe St, Chicago, IL 60606
Phone: 312-326-8000
Please note that, under 17 U.S.C. §512(f), any
person who knowingly makes material misrepresentations in a notification of
claimed infringement or any counter-notification may be liable for damages
8.
Disclaimer of Warranties; Liability. THIS SITE, THIRD PARTY CONTENT, AND DOCUMENTATION IS PROVIDED
"AS IS" AND “AS AVAILABLE” AND WITHOUT WARRANTIES EXPRESS OR IMPLIED.
RRD 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. RRD 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 RRD AND
ITS AFFILIATES WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE, INCIDENTAL, SPECIAL,
OR INDIRECT DAMAGES (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 RRD HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. YOU FURTHER AGREE THAT RRD AND ITS AFFILIATES WILL
NOT BE LIABLE FOR ANY LOSSES RESULTING FROM A CAUSE OVER WHICH RRD 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 RRD 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. RRD’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.
RRD shall not be
responsible for loss or destruction of any of Your Materials on the Site and
RRD's liability and Your sole remedy for same shall be limited to restoring the
lost, destroyed, or damaged Materials at no additional cost to You provided
such restoration can be performed by RRD and You provide RRD with all source
data in readable form for such restoration, it being presumed conclusively that
any information delivered to RRD has been backed up by duplicate Materials
retained by You.
9.
Privacy. Our Privacy policy (https://www.rrd.com/privacy-policy) describes how we handle the information you
provide to us when you use our Site or Services. You understand that through
your use of the Site or Services you consent to the collection and use (as set
forth in the Privacy Policy) of this information.
10.
Feedback. You may submit comments,
questions, ideas or other information to RRD related to the Site or Services (“Feedback“).
Any feedback you provide is entirely voluntary, and RRD 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. Unless
otherwise specified in writing by RRD, all material submitted to RRD will be
presumed to be public and RRD will not be required to treat the information as
confidential.
11.
Suspension of Service. RRD may at any time
suspend Your use of the Site and/or remove or disable any Materials as to which
RRD reasonably and in good faith believes is in violation of this Site
Agreement. RRD 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 RRD will notify You to the
extent allowed by applicable law of such suspension or disablement as soon as
reasonably practicable thereafter.
12.
Termination. RRD. May terminate your
use of Services or access to the Site at any time with or without cause. RRD
may immediately terminate Your use of Services or the Site if you breach this
or any agreement with RRD or RRD 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 Site Agreement, RRD will immediately cease
providing the Services and all of Your payment obligations under this Site Agreement
for the Services provided through the effective date of termination will
immediately become due.
13.
Confidentiality. You agree that You have
entered into a confidentiality agreement or are held to confidentiality terms
in a services agreement with RRD. 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 personally
identifiable information or payment or credit card information.
14.
Service Specifications. The Services are subject to and governed by 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.
15.
General Provisions.
1.
Entire Agreement/No Waiver. These Terms of Use constitute the entire Site Agreement of the
parties with respect to the subject matter hereof. No waiver by RRD of any
breach or default hereunder shall be deemed to be a waiver of any preceding or
subsequent breach or default
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
RRD may modify or replace this Site any time without prior notice, and does not
guarantee that any errors, inaccuracies or omissions will be updated or
corrected. You shall promptly advise RRD of any error, malfunction, or defect
in the operation of the Site You discover, and RRD 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, RRD 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 RRD. RRD 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.
3.
Modifications. The Site is continually
evolving. Accordingly, RRD reserves the right, at any time, to make
alterations, enhancements, additions, deletions, substitutions and
modifications to the Site or any components thereof. RRD shall endeavor to
provide notification prior to making material additions, deletions,
substitutions, or modifications to the Site. RRD shall endeavor to perform
scheduled system maintenance on the weekends or evenings, but reserves the
right to perform required maintenance at any time.
16. Governing Law. Use of this Site is unauthorized in any jurisdiction that does not give full effect to all provisions of this Site Agreement including without limitation this paragraph and the warranty disclaimers and liability exclusions herein 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. RRD 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 Site Agreement is at your own risk and, if any part of this Site 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 Site Agreement, RRD'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 RRD regarding this Site 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 Site Agreement, which by their nature would continue beyond termination, cancellation, or expiration of this Site Agreement, shall survive termination, cancellation, or expiration of this Site Agreement. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Site Agreement or any transaction under it.