Use Of Site
You are granted permission to access and use this Site and its Content for the sole purpose of preparing, evaluating, and ordering products or services solely through University Customs (referred to herein as “Products”). No other download, retention, use, publication, or distribution of any portion of the Content is authorized or permitted. Obtaining Products from University Customs does not entitle you to use any portion of Content apart from the finished Products as they are supplied by University Customs.
You are solely responsible for your use of Content in combination with any other images, graphics, text or other materials you incorporate into your Products. You agree that you will not include any text, image, design, trademark, service mark, or any copyrighted work of any third party in your Products unless you have obtained the appropriate authorizations from the owners. You warrant that your Products do not infringe upon any rights of any third party, including copyright, trademark, right of publicity or privacy, and will not libel or defame any third party, and that you have all required rights or permissions necessary to incorporate third party material into your Products. By placing an order on this Site, you warrant that you have all necessary permission, right and authority to place the order and you authorize University Customs to produce the Products on your behalf. You grant University Customs the right to copy, modify, create derivative works and vectorize any uploaded content (i.e., content you have uploaded) for the purpose of fulfilling your order. Moreover, you warrant that you have sufficient rights to permit University Customs to copy, modify, create derivative works and vectorize any uploaded content for the purpose of fulfilling your order.
You may not use this Site to send or use e-cards in any manner that would constitute the transmission of Spam or unsolicited e-mails. You may not use scripting or other programs to automate the creation and/or transmission of e-cards. University Customs reserves the right, in its sole discretion, at any time, and without prior notice, to limit the number of recipients to which you may send an e-card and/or limit the number of e-cards that you may send.
You agree that you are responsible for protecting your password and controlling access to your registered account. You agree that you will be responsible for all orders placed or other actions that are taken through your registered account.
Transfer of Title
The customer agrees that the shipping terms for all printed Products are FOB shipping point and ownership transfers to the customer upon shipment. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier. For any Product that is to be provided to the customer in an electronic format, the customer agrees that delivery of such Product shall be deemed to have occurred either (a) at the time we transmit the Product via email or other electronic communication addressed to the customer or (b) at the time we transmit a notification to the customer that the Product is available for downloading from the Site.
Disclaimer of Warranty
THE SITE AND ITS CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT OPERATION OF THE SITE MAY NOT BE UNINTERRUPTED OR ERROR FREE. REFERENCES AND LINKS TO PRODUCTS OR SERVICES OF INDEPENDENT COMPANIES MAY APPEAR ON THE SITE. THESE REFERENCES AND LINKS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED.
University Customs’s Satisfaction Guarantee is good for 10 years following your purchase. If you request a refund, the time it takes for your refund to arrive may depend on your bank. In most cases, you should receive your refund within 30 days. Certain circumstances are beyond University Customs´s control and may not be covered by the Satisfaction Guarantee. Please note that we cannot be responsible for: Spelling, punctuation or grammatical errors made by the customer, inferior quality or low-resolution of uploaded images, design errors introduced by the customer in the document creation process, errors in user-selected options such as choice of finish, quantity or product type, and damage to the products arising after delivery to the customer.
Please preview your designs carefully and correct any mistakes prior to placing your order. University Customs does not proof documents created by its customers prior to processing.
Limitation of Liability
IN NO EVENT SHALL UNIVERSITY CUSTOMS OR ITS LICENSORS, SUPPLIERS, OR VENDORS, THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT UNIVERSITY CUSTOMS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SITE OR OF FAILURE TO PROVIDE PRODUCTS OR SERVICES THAT YOU ORDER FROM UNIVERSITY CUSTOMS OR ITS AFFILIATES, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM MISTAKE, OMISSION, VIRUS, DELAY, OR INTERRUPTION OF SERVICE. IN NO EVENT SHALL UNIVERSITY CUSTOMS BE LIABLE OR RESPONSIBLE FOR ANY DAMAGES OR CONSEQUENCES ARISING FROM OR RELATED TO YOUR INAPPROPRIATE OR UNAUTHORIZED USE OF THIS SITE OR ITS CONTENT.
Any comments, suggestions, proposals or other feedback (collectively “Feedback Information”) provided to University Customs in connection with the operation or content of this Site shall be provided by the submitter and received by University Customs on a non-confidential basis. All such comments, suggestions, and other information shall become the exclusive property of University Customs. By submitting any such information to University Customs, you agree that you are transferring and assigning, at no charge, all of your right, title and interest in the information, including all copyrights and other intellectual property rights. You agree that University Customs shall be free to use such information on an unrestricted basis.
All issues related to the protection, infringement, or misuse of copyrighted materials shall be governed by the copyright laws of the United States of America.
Acceptance of Terms
The Hosting Service is offered to Member conditioned upon Member’s acceptance without modification of this Agreement. Member acknowledges that, from time to time, it may be necessary for University Customs to update or revise certain provisions of the Agreement. By signing up for the Hosting Service and accepting this Agreement, Member agrees that University Customs may change the terms of the Agreement in its sole discretion without specific notice to Member. If Member does not agree to the changes implemented by University Customs, Member’s sole and exclusive remedy is to cancel Member’s subscription to the applicable Hosting Service (“Member’s Hosting Service Account”).Unless explicitly stated otherwise, any new features or products that change, augment or enhance the current Hosting Service shall be subject to this Agreement.
General Use of the Hosting Service
Member shall not use the Hosting Service, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement. Without limiting the generality of the foregoing, Member agrees that Member will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other Website or product, transfer, or sell any information, content, artwork, graphics, software, lists of users, databases or other lists, products or services provided through or obtained from the Hosting Service other than for use as expressly permitted by this Agreement. This means, among other activities, that Member agrees not to engage in the practices of “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information. Member agrees that Member will not use the Hosting Service in any manner that could damage, disable, overburden, or impair the Hosting Service or interfere with any other person’s use and enjoyment of the Hosting Service. Member may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Hosting Service. Except with the written permission of University Customs, Member agrees that Member will not access or attempt to access password protected, secure or non-public areas of the Hosting Service. Without limiting any of University Customs’s rights or remedies under this Agreement or available to University Customs at law or in equity, if Member violates any of the above restrictions Member’s Hosting Service Account may be terminated and Member may be subject to prosecution.
Charges and Billing
University Customs reserves the right to charge fees for the Hosting Service or any portion thereof and any applicable fees will be posted on the University Customs website. If Member is required to pay a fee for all or any part of the Hosting Service for which Member has chosen to subscribe, Member hereby authorizes University Customs to charge Member’s valid and current credit or debit card in advance for all applicable fees incurred by Member in connection with Member’s Hosting Service Account. Member’s Hosting Service Account will automatically renew at the end of each applicable subscription period, unless Member’s Hosting Service 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 Member’s Hosting Service Account, these fees will be billed automatically to the Member’s designated valid and current credit or debit card at the start of each renewal period, unless Member terminates Member’s Hosting Service Account before the relevant period begins. If Member registered for the Hosting Service using a University Customs promotional code or discount, after the initial promotional period expires, Member’s subscription (base package and any purchased upgrades) will automatically be renewed and billing will continue at the then-current prices for the Hosting Service. Member further acknowledges that it is Member’s responsibility to notify University Customs of any changes to Member’s credit card and to update Member’s credit card number if Member’s credit card has expired, or Member’s Hosting Service Account and access to the Hosting Service may be terminated or interrupted. All fees associated with Member’s Hosting Service Account shall be paid in the currency referenced on the University Customs website at checkout.
University Customs reserves the right to change any fees (which includes but is not limited to, increasing prices on existing or new Hosting Services and charging a fee for upgrades and/or a Hosting Service for which University Customs does not currently charge a fee) at any time and from time to time, provided, however, that University Customs will provide Member with reasonable notice prior to making any fee changes to existing Hosting Services. If Member finds any change to the pricing of any Hosting Service to be unacceptable for Member’s continued use of the Hosting Service, Member is free to cancel such Hosting Service and terminate Member’s Hosting Service Account at any time, but University Customs will not be obligated to refund any remaining portion of Member’s pre-paid fees when Member cancels such Hosting Service.
Member agrees to pay Member’s Hosting Service Account balance when due. Member also agrees to pay any taxes, including sales, use, value added or other similar taxes, resulting from Member’s use of the Hosting Service. Member is responsible and liable for any fees, including attorney and collection fees, that University Customs may incur in its efforts to collect any remaining balances due from Member. This Section 3 shall in no way limit any other remedies available to University Customs at law or in equity. Member also acknowledges and agrees that Member will be billed for and will pay any outstanding balances if Member’s Hosting Service Account is terminated due to Member’s breach of this Agreement. Member must notify University Customs of any billing problems or discrepancies within sixty (60) days after they first appear on Member’s credit card account statement. If Member does not notify University Customs within sixty (60) days, Member waives any right to dispute such problems or discrepancies.
In order for Member to participate in the Hosting Service, University Customs will require Member to provide specific information about Member and (if applicable) Member’s business. Member agrees to provide true, accurate and complete information and to refrain from impersonating or falsely representing Member’s affiliation with any person or entity. Member shall maintain with University Customs a valid email address for Member at all times. Member shall be responsible for maintaining the confidentiality of Member’s Hosting Service 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. Member shall be responsible for all actions by such users, including without limitation present and former employees, partners, agents and representatives, and shall indemnify University Customs for such actions as set forth in Section 16.
Member Account Limitations
Member hereby acknowledges that University Customs may, from time to time, in its sole discretion, establish general practices and limits concerning the use of the Hosting Service and Member Site, including without limitation, (a) the maximum number of days that specific Hosting Service offerings, such as email messages, guest book entries, discussion board postings or other content posted on the Member’s Site(to the extent available and subscribed for) will be retained by University Customs, (b) maximum limits on bandwidth usage that will be allotted to Member, (c) maximum limits on storage space, (d) the maximum number of Member Sites and/or email addresses per Member’s Hosting Service Account, (e) the maximum number of photographs or other data (if any) according to the type of Member’s Hosting Service Account, (f) maximum limits on the number of pages within each Member Site, and (g) maximum time limitations for the retention of Member Content following any trial periods or account cancellation. University Customs further reserves the right to delete at any time, in its sole discretion and without prior notice, duplicate images uploaded for printing. Any of the foregoing limits will be consistent with the Hosting Service (including any upgrades) for which Member has registered. Member agrees that University Customs has no responsibility or liability for the deletion or failure to store any content maintained or transmitted by the Hosting Service, including without limitation any Member Content. Member further acknowledges and agrees that University Customs reserves the right to change these general practices and limits at any time, in its sole discretion. If Member finds any such changes to be unacceptable for Member’s continued use of the Hosting Service, Member is free to cancel the Hosting Service and terminate Member’s Hosting Service Account at any time, but University Customs will not be obligated to refund any remaining portion of Member’s pre-paid fees.
Exchange of Information; Monitoring
The Hosting Service enables Members to disseminate and exchange thoughts and opinions to and with other users or the public. University Customs is under no obligation, but does reserve the right in its sole discretion, to monitor, pre-screen, filter, modify, refuse and remove any and all such thoughts, opinions, and other Member Content posted through the Hosting Service or stored in its servers without notice at any time. University Customs is not responsible for the appropriateness, legality, integrity, accuracy, sufficiency, correctness, veracity, completeness, or timeliness of any such Member Content. University Customs also reserves the right to disclose any information or materials belonging to any person or entity as necessary to satisfy any applicable law, rule, regulation, legal process, governmental request or contractual obligation binding upon Member. Member acknowledges that Member should always use caution when posting any personally identifying information about Member or Member’s employees on the Hosting Service, the Member Site, or any other user sites.
Member’s right to use the Hosting Service is personal to Member and Member’s company and its employees (if applicable). Member, and not University Customs, is entirely responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials and content, as applicable, posted or linked to by Member or its affiliates, agents, employees, representatives, or customers via the Hosting Service, including, without limitation, any such information, data, text, software, music, sound, photographs, graphics, video, messages or other materials and content posted or linked to on any Member Site (including, without limitation, as part of a domain name selected or used by Member) (collectively, “Member Content”). Member, and not University Customs, is responsible for compliance with all laws, regulations and ordinances connected with all aspects of the creation, use and maintenance of the Member Content, Hosting Service and Member Sites by Member and its affiliates, employees, agents, representatives and customers. Without limiting the generality of the foregoing, Member, and not University Customs, is responsible for compliance with all policies, rules, procedures, regulations, and other terms and requirements of the Internet Corporation for Assigned Names and Numbers (“ICANN”), the applicable registry governing the registration of the domain name associated with the Member Site (each, a “Registry”), and any applicable independent Third Party Domain Name Vendors (collectively, “TPDNVs”) responsible for the registration of the domain name associated with the Member Site. Member shall not use the Member Content, Hosting Service or Member Sites for any illegal purpose in violation of any local, state, federal or foreign law. Member must provide all required and appropriate warnings, information and disclosures, comply with all applicable laws and regulations, and take all other required and appropriate actions in connection with the creation, use and maintenance of the Member Content, Hosting Service and Member Sites by Member and its affiliates, employees, agents, representatives and customers. If the Hosting Service or Member Sites do not provide adequate facility or features for Member to provide such information or take such actions, then Member shall not create, use or access the Member Content, Hosting Service or Member Sites or permit any other party to do so.
With respect to any Member Content, Member Data, or End-User Data (as defined below) on the Hosting Service and Member Sites, Member agrees not to submit, post, upload, transmit or otherwise make available any Member Content, Member Data, End-User Data or other information that:
- is misleading to others, including but not limited to consumers or other visitors to Member Sites;
- is unlawful, threatening, abusive, harassing, tortious, defamatory, obscene, harmful, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable;
- Member does not have a right to submit, post, upload transmit or otherwise make available under any law (including without limitation data privacy laws or export control restrictions) or under contractual or fiduciary relationships (such as information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- infringes or violates any party’s patent, trademark, trade secret, copyright or other proprietary right;
- contains software viruses or any other computer codes, worms, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment and/or that attempts to access the accounts of others, or attempts to penetrate security measures of University Customs, its vendors or suppliers or other entities’ systems (“hacking”), whether or not the intrusion results in corruption or loss of data;
- imposes an unreasonable or disproportionately large load on University Customs’s infrastructure or that exceeds the limits provided by the Hosting Service for which Member registered; or
- includes any unsolicited or unauthorized advertising, promotional materials, “spam,” “chain letters,” “pyramid schemes,” “junk mail”, or any other similar form of solicitation.
With respect to use of the Hosting Service and Member Sites, Member further agrees not to:
- interfere with, disrupt or harm in any way the Hosting Service or servers or networks connected to the Hosting Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Hosting Service;
- intentionally or unintentionally violate any applicable local, state, national or foreign laws, including, but not limited to, rules and regulations promulgated by the U.S. Securities Exchange Commission, U.S. Federal Trade Commission, U.S. Federal Communications Commission, U.S. Department of State, U.S. Department of Treasury, U.S. Department of Commerce, any rules and regulations of national or other securities exchanges, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any applicable regulations having the force of law;
- impersonate any person or entity or falsely state or otherwise misrepresent Member’s affiliation with any person or entity; intentionally omit, delete forge or misrepresent transmission information, including any headers, return mailing, and Internet protocol addresses; or otherwise manipulate any identifiers in order to disguise the origin of any Member Content transmitted through the Hosting Service;
- promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals;
- sell, distribute, disseminate or link to any sites for marketing, sales, or distribution of: firearms, explosives, ammunition, tobacco products and any other products or services that (i) Member cannot legally sell, (ii) are misrepresented, and/or (iii) if sold via a Member Site could cause University Customs to violate any law, statute or regulation;
- post or disclose any personal or private information or images about children or any third party without their express written consent (or a parent’s express written consent in the case of a minor), or engage in any activities that would violate the personal privacy rights of others;
- intentionally or unintentionally violate any policies, rules, procedures, regulations, or other terms or requirements of ICANN, the Registry, or the applicable TPDNV responsible for the registration of the domain name associated with the Member Site;
- violate any third party contracts to which Member is subject as a result of its access to or use of the Hosting Service; or
- encourage, permit or enable any of its representatives, agents, employees, affiliates, customers or any other third party to do any of the foregoing.
University Customs may immediately terminate Member’s Hosting Service Account and access to and use of all or part of the Hosting Service in the event University Customs reasonably concludes that Member is or may be in breach of any of the above listed rules of member conduct.
Third Party Content
For Member’s convenience, the Hosting Service may contain products, services, content and information from third party providers (such as advertisers and affiliates) and/or links to their Websites (“Third Party Content”). Such Third Party Content is not under the control of University Customs and University Customs is not responsible for such content, including, without limitation, any link contained in such content, or any changes or updates to such content. University Customs is under no obligation, but does reserve the right in its sole discretion to pre-screen Third Party Content available on the Hosting Service. University Customs is not responsible for, disclaims all liability for and makes no representations or warranties for any Third Party Content provided by others. University Customs is providing such Third Party Content to Member only as a convenience, and the inclusion of such content does not imply endorsement by University Customs of such Third Party Content or the affiliate or advertiser. Member may be subject to additional and/or different terms, conditions, and privacy policies when using third party products, services, content, software, or sites and agrees to comply with any and all end-user obligations or terms and conditions imposed by the providers of such Third Party Content. University Customs reserves the right to remove any Third Party Content that does not meet University Customs’s standards, but University Customs is not responsible for any failure or delay in removing such Third Party Content.
University Customs is not and will not be responsible for (i) the terms and conditions of any transaction between Member and any third party, (ii) any insufficiency of, suspension of or problems with any such third party’s service, background, insurance, credit or licensing, or (iii) the quality of any Third Party Content provided by any such third party or any other legal liability arising out of or related to any Third Party Content. In the event that Member has a dispute with any such third party, Member releases University Customs (and its affiliates, suppliers, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Disclaimer of Warranties
MEMBER EXPRESSLY UNDERSTANDS AND AGREES THAT: (A) MEMBER’S USE OF THE HOSTING SERVICE, INCLUDING, WITHOUT LIMITATION, THE CREATION, USE AND MAINTENANCE OF THE MEMBER SITE, IS AT MEMBER’S SOLE RISK. UNIVERSITY CUSTOMS AND ITS SUPPLIERS PROVIDE THE HOSTING SERVICE, INCLUDING WITHOUT LIMITATION ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE HOSTING SERVICE AND THE MEMBER SITES “AS IS” AND “AS AVAILABLE,” AND WITHOUT ANY WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) UNIVERSITY CUSTOMS AND ITS SUPPLIERS MAKE NO WARRANTY(i) THAT THE HOSTING SERVICE OR MEMBER SITES WILL MEET MEMBER’S REQUIREMENTS, (ii) THAT THE HOSTING SERVICE OR MEMBER SITES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, VALIDITY OR TRUTHFULNESS OF ANY INFORMATION, MATERIAL OR OTHER CONTENT OBTAINED THROUGH USE OF THE HOSTING SERVICE OR MEMBER SITES; OR (iv) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY MEMBER THROUGH THE HOSTING SERVICE WILL MEET MEMBER’S EXPECTATIONS; AND (C) ANY INFORMATION, MATERIAL OR OTHER CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE HOSTING SERVICE OR MEMBER SITES, IS DONE AT MEMBER’S OWN DISCRETION AND RISK, AND MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO MEMBER’S OR THIRD PARTIES’ COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH INFORMATION, MATERIAL OR OTHER CONTENT.
Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, IN NO EVENT SHALL UNIVERSITY CUSTOMS 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 UNIVERSITY CUSTOMS 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 UNIVERSITY CUSTOMS 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 HOSTING SERVICE OR MEMBER SITES, (B) THE PROVISION OF OR FAILURE TO PROVIDE HOSTING SERVICES OR MEMBER SITES, (C) ANY MEMBER CONTENT OR OTHER INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR RELATED GRAPHICS OBTAINED OR PROVIDED THROUGH THE HOSTING SERVICE OR MEMBER SITES OR OTHERWISE ARISING OUT OF THE CREATION, USE OR MAINTENANCE OF THE HOSTING SERVICE OR MEMBER SITES, (D) STATEMENTS OR CONDUCT OF MEMBER OR ANY THIRD PARTY ON OR WITH RESPECT TO THE HOSTING SERVICE OR MEMBER SITES, OR (E) ANY DOMAIN NAME DISPUTES ARISING FROM OR RELATING TO A DOMAIN NAME SELECTED BY MEMBER FOR USE WITH THE MEMBER SITE. 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. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO MEMBER. IN NO EVENT SHALL UNIVERSITY CUSTOMS’S AGGREGATE LIABILITY TO MEMBER AND/OR ANY THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT MEMBER ACTUALLY PAYS TO UNIVERSITY CUSTOMS 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 UNIVERSITY CUSTOMS NOR ANY OF ITS AFFILIATES, LICENSORS, OR SUPPLIERS IS OR SHALL BE RESPONSIBLE FOR ANY MEMBER CONTENT OR OTHER MEMBER DATA RESIDING ON OR ARISING FROM THE HOSTING SERVICE, ANY MEMBER SITE, OR ANY HARDWARE OF UNIVERSITY CUSTOMS OR ITS SUPPLIERS. IT IS MEMBER’S RESPONSIBILITY TO TAKE THE NECESSARY STEPS TO ENSURE THAT MEMBER’S PRIMARY MEANS OF BUSINESS IS MAINTAINED (IF APPLICABLE).
Additional Representations and Warranties and additional Covenants
Member represents, warrants, and covenants that (a) Member has the power and authority to enter into this Agreement; (b) Member is at least eighteen (18) years of age; and, (c) Member will only access and use the Hosting Service and Member Sites in accordance with this Agreement. Member further agrees that it is and will at all times be, in full compliance with all applicable laws, regulations, rules and ordinances regarding its business, the creation, use and maintenance of the Hosting Service and Member Sites, including without limitation applicable data protection laws and export control laws, and otherwise as related to this Agreement and Member’s performance hereunder.
Proprietary Rights to Member Content
University Customs does not claim ownership of the Member Content that Member provides to University Customs or through the Hosting Service and/or that Member places on the Member Site, and University Customs acknowledges and agrees that, subject to the terms and conditions of this Agreement, Member will retain any and all applicable copyright and other intellectual property rights in any Member Content. Notwithstanding the foregoing, Member hereby grants University Customs 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 the Member Content (a) on and through the Hosting Service and Member Sites for the purpose of creating, operating and maintaining the Hosting Service and Member Sites and (b) in University Customs’s promotional and advertising materials for the limited purpose of promoting the Hosting Service, and (ii) sublicense to third parties such Member Content to the extent necessary for the creation, operation, and maintenance of, in part or in whole, the Hosting Service and Member Sites. Member also hereby grants University Customs the perpetual and irrevocable right to delete any or all of the Member Content from University Customs’s servers, the Hosting Service and the Member Site, whether intentionally or unintentionally, and for any reason or no reason, without any liability of any kind to Member or any other person. Member agrees that even though Member retains certain copyright or other intellectual property rights in the Member Content, Member does not own the Member Hosting Service Account used to access the Hosting Service or Member Site, nor does Member own any data stored on University Customs servers (including without limitation any data representing or embodying any or all of the Member Content). No compensation will be paid or due Member with respect to University Customs’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 Member 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 Hosting Service or any Member Site, Member warrants and represents that Member owns or otherwise controls the rights necessary to do so and to grant University Customs the license set forth above, and, pursuant to the terms set forth in Section 16, Member will defend, indemnify and hold harmless University Customs and the other Indemnified Parties from any third party claim related to a breach of any of the foregoing representations and warranties.
University Customs Proprietary Rights in Provided Designs, Artwork and Other Content
As part of the Hosting Service, University Customs may provide Member 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 Member for the sole purpose of creating, operating and maintaining Member Sites through the Hosting Service. To the extent University Customs provides Member access to and use of Design Content, University Customs grants Member 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 maintaining the Member Sites through the Hosting Service during the term of the Member’s Hosting Service Account. Member acknowledges and agrees that University Customs 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 University Customs 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 Member 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 maintaining the Member Site through the Hosting Service during the term of the Member’s Hosting Service Account. Member, and not University Customs, is entirely responsible for its use of Design Content on the Member Site and for its combination with any other information or Member Content. University Customs is providing such Design Content to Member only as a convenience, and the inclusion of such content does not imply endorsement by University Customs of such content. University Customs 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 University Customs is not responsible for any failure or delay in doing so. Without limiting the generality of the foregoing, upon any termination of Member’s Hosting Service Account and/or the Hosting Service, the foregoing license shall automatically terminate and Member must immediately cease all use of and access to the Design Content.
Member agrees to indemnify, defend and hold University Customs and its suppliers, licensors, affiliates, partners, subsidiaries and employees (collectively, the “Indemnified Parties”) harmless from and against any and all claims and demands, losses, liability, costs and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Liabilities”), incurred by an Indemnified Party arising out of or related to (i) Member’s breach of this Agreement including without limitation Member’s breach of any of its representations and warranties or covenants herein; (ii) the creation, use, or maintenance of Member Sites, including, without limitation, any allegation that any Member Content or other information or content not provided by University Customs and contained on Member Sites (including, without limitation, any such Member Content contained in a domain name selected by Member for use with the Member Site) infringes a third person’s copyright, trademark or other proprietary or intellectual property right, or misappropriates a third person’s trade secrets or is unlawful, threatening, abusive, harassing, tortious, defamatory, obscene, harmful, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable; (iii) any dispute or litigation between an Indemnified Party and a third party or any other third party claim caused by, arising from or relating to Member’s actions or omissions in relation to this Agreement, any Member Content, the Hosting Service or the Member Sites, including, without limitation, any domain name disputes involving the domain name selected by Member for use with the Member Site; (iv) Member’s negligence or intentional misconduct; or (v) Member’s business dealings with any of its customers, including, without limitation the provision of any products or services to such customers. These obligations will survive any termination of Member’s Hosting Service Account or Member’s use of the Hosting Service and Member Sites. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of University Customs and/or its suppliers, licensors, affiliates, partners, subsidiaries and employees.
University Proprietary Trademarks/ Notices
University Customs, University Customs.com, the University Customs logo, University Customs Site Builder and other University Customs owned or licensed logos and product and service names used in connection with the Hosting Service and Member Sites, are trademarks of University Customs or its licensors (the “Hosting Service Marks”). Member agrees not to display or use the Hosting Service Marks in any manner whatsoever without University Customs’s prior written consent. From time to time University Customs may in it sole discretion offer a limited license to Member to display University Customs award logos or other symbols of merit on Member Sites after University Customs in its sole discretion confers such distinctions to applicable Members. However, University Customs reserves the right to withdraw such logos or symbols and delete them in its sole discretion for any reason.
Modification/Availability of Hosting Service
University Customs reserves the right, in its sole discretion, at any time and from time to time, to modify, replace, remove, suspend or discontinue the Hosting Service, temporarily or permanently, (or any part or feature thereof), including the imposition of limits on certain features and services or restriction of access to parts or all of the Hosting Service, with or without notice. University Customs also reserves the right, in its sole discretion, at any time, to cancel, suspend, disable or refuse access to the Hosting Service, Member Sites or Member Content of any Member or any third party, with or without prior notice. In addition, Member understands and acknowledges that features and components of the Hosting Service and Member Sites may be suspended, limited, and/or terminated due to actions taken by third party suppliers, licensors, and regulators, such as TPDNVs. Member agrees that University Customs shall not be liable to Member or to any third party for any modification, suspension or discontinuance of the Hosting Service, or for any cancellation, suspension, disabling or refusal of access to the Hosting Service, Member Sites or Member Content of any Member or any third party. If Member does not agree to any such modifications, Member’s sole and exclusive remedy is to cancel Member’s Hosting Service Account. While University Customs endeavors to ensure that the Hosting Service is available at all times, University Customs shall not be liable if for any reason, the Hosting Service is unavailable at any time or for any period. Member acknowledges and agrees that if University Customs disables Member’s access to the Hosting Service, Member will not be able to access Member’s Hosting Account details, Member Data, or Member Content.
Statements, notices and other communications to Member may be made by mail, email, postings within the Hosting Service or University Customs’s website, or other reasonable means. Member shall be solely responsible for updating the account’s registered email and postal address. University Customs shall not be responsible for any undelivered notices caused by Member’s failure to update the account information. Without limiting the generality of the foregoing, University Customs may provide notices of changes to this Agreement and the Hosting Service by displaying notices or links to notices generally on the University Customs website. Member should refer to University Customs’s website for information on how to contact and/or provide notice to University Customs.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. University Customs’s failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. Member shall not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without prior written approval of University Customs, and any such attempted assignment shall be void. University Customs shall have the right to freely assign all or part of this Agreement, and its rights and obligations hereunder, to any third party without requiring the consent of or notice to Member. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefits of the parties hereto, their successors and permitted assigns. This Agreement sets forth the entire understanding and agreement between University Customs and Member with respect to the subject matter hereof. The section and subsection titles in the Agreement are for convenience only and have no legal or contractual effect. Each party is an independent contractor and not an agent or representative of any other party. No party shall have any right or authority to create any obligation or make any representation or warranty in the name or on behalf of any other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon any party. The parties acknowledge and agree that this Agreement may be entered into electronically, and without the necessity of written signature
MEMBER ACKNOWLEDGES THAT MEMBER HAS READ THIS AGREEMENT AND ALL RELATED POLICIES REFERENCED AND INCORPORATED IN THIS AGREEMENT AND THAT MEMBER AGREES TO ALL ITS TERMS AND CONDITIONS. MEMBER HAS INDEPENDENTLY EVALUATED ALL ASPECTS OF THIS AGREEMENT AND THE DESIRABILITY OF ENTERING INTO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.
To the extent University Customs in its sole discretion makes available to Members through the Hosting Service email services provided by one or more independent Third Party Email Services Vendor (each, a “TPESV”), University Customs will not be responsible for the actions or inaction of the then current TPESV or the unavailability or malfunction of its network or services. University Customs may change a TPESV, if any, at any time and from time to time in its sole discretion. University Customs is not a party to, and shall not be involved in or responsible for, any transactions, agreements, and/or disputes between Member and the TPESV (“TPESV Dispute”). In the event of a TPESV Dispute, Member hereby releases University Customs (and its officers, directors, agents, affiliates, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. By using email services, if any, Member further agrees to the terms and conditions contained in University Customs’s then current Email Services Policy, a copy of which will be attached to this Agreement and incorporated by reference herein.