Terms of Use

 

General

 

Please read these Terms of Use carefully. These Terms of Use govern your access and use of vistaprintcorporate.com and its related web portals, web platforms, websites and mobile sites (collectively, the “Site”), as well as the provision and sale of products and services by Vistaprint Corporate Solutions Incorporated and/or its affiliates and/or fulfillment providers, as applicable (“Vistaprint Corporate,” “we,” “us,” or “our”), via the Site. By accessing or using the Site and its related software tools, applications or any other Vistaprint Corporate service, you agree to be bound by these Terms of Use and to any additional guidelines, restrictions or rules that may be posted in connection with specific sections or services of the Site. All such additional posted guidelines, restrictions, or rules are hereby incorporated by reference into these Terms of Use.  If your use of the Site is on behalf of any business, organization or other entity of any kind, you represent and warrant that you are authorized to accept these Terms of Use on its behalf and to bind such business, organization or entity to these Terms of Use.

Every offer of a Vistaprint Corporate product and/or service on the Site as well as every transaction, order and agreement that is concluded through the Site is governed by our Terms. The applicability of any terms and conditions of the customer or any third party on behalf of the customer is expressly dismissed and shall not apply, even if Vistaprint Corporate has not specifically rejected them.

Vistaprint Corporate reserves the right to make changes to the Site and to these Terms of Use at any time without prior notice. You should review these Terms of Use each time you access the Site.

 

Notices

 

You agree that we may provide all legal communications and notices to you electronically by posting them on the Site or, at our election, by sending an e-mail to the e-mail address you provided to us when you registered at the Site. You may withdraw your consent to receive communications from us electronically by contacting customer care.

 

Use of Site

 

You are granted permission to access and use the Site and its Content (as defined below) for the sole purpose of interacting with Vistaprint Corporate and/or preparing, evaluating, and ordering products or services solely through Vistaprint Corporate (such products and services are collectively 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 Vistaprint Corporate does not entitle you to use any portion of Content apart from the finished Products as they are supplied by Vistaprint Corporate.

You agree to use the Site in a responsible manner that is in full compliance with these Terms of Use and with your local laws and regulations, including export and import regulations. Without limitation, no portion of Content may be utilized as a trademark or service mark, for any pornographic use, for any unlawful purpose or use, to defame any person, to violate any person’s right of privacy or publicity, to infringe upon any copyright, trade name, trademark, service mark or other intellectual property right of any person or entity. You agree that you will not use the Site to produce Products that are offensive, unlawful, harassing, libelous, threatening, harmful, obscene, malicious or otherwise objectionable. Vistaprint Corporate reserves the right, in Vistaprint Corporate’s sole discretion, to refuse to accept any content provided by you to Vistaprint Corporate or to process any order at any time and for any reason. Vistaprint Corporate also may terminate its service to and/or the accounts of customers found to be using Vistaprint Corporate to engage in undesirable activities or otherwise violating these Terms of Use. You agree that Vistaprint Corporate shall have no liability of any kind to you or to any third party arising from such refusal or termination.

By placing an order on the Site, you unconditionally guarantee, represent and warrant that you have all necessary permission, right and authority to place the order and you authorize Vistaprint Corporate to produce the Products on your behalf. You agree that you are responsible for protecting your password and controlling access to your registered account.

Any customer who purchases Products through the Site will be deemed to be Vistaprint Corporate’s customer.  All of Vistaprint Corporate’s rules, policies and operating procedures concerning customer orders, customer data, customer service and Product sales will apply to such customers and their respective orders.  Without limiting the foregoing, Vistaprint Corporate will own and retain all customer data and order information and may, in its sole discretion, use such data and information in accordance with applicable law and its rules, policies and operating procedures.

 

Intellectual Property Matters

 

The Site contains graphics, photographs, images, document layouts, artwork, text, fonts, music, software tools, designs and design elements and other information (referred to herein as “Content”). The Site and all Content are the copyrighted property of Vistaprint Corporate and/or its affiliates or the copyrighted property of parties from whom any of them has licensed such property. All rights in the Site and its Content are reserved worldwide. It is strictly prohibited to retain, copy, distribute, publish, or use any portion of the Content except as expressly allowed in these Terms of Use. Vistaprint Corporate reserves the right to add to, delete from, or modify any part of Content at any time without prior notice. Any modifications to Content, whether by you or Vistaprint Corporate remain the property of Vistaprint Corporate and its licensors.

If you upload, email, link (directly or indirectly), provide or otherwise refer Vistaprint Corporate to any text, images, designs, design elements or other content for incorporation into your Products and/or the Site, including without limitation any of your trade names, trade or service marks, trade dress, logos and other marketing materials furnished by you to Vistaprint Corporate (collectively, “Customer Content”), you unconditionally guarantee, represent and warrant that you have all appropriate and necessary right and authority to use such Customer Content and that Vistaprint Corporate’s provision of such Products will not infringe any trademark, copyright or other right of any other party.

You grant Vistaprint Corporate the right to copy, modify, distribute, use, display, publish, disseminate to third parties, create derivative works of and vectorize any Customer Content for the purpose of fulfilling your order, marketing products or services to you, and/or exercising its rights and fulfilling its obligations hereunder. Moreover, you unconditionally guarantee, represent and warrant that you have sufficient rights to grant such rights to the Customer Content. 

Any designs and/or written copy (collectively, “Designs”) prepared by Vistaprint Corporate for you as part of your use of the Site may have similarities to Designs prepared by Vistaprint Corporate for other parties. You are obtaining no right or claim of any kind to any individual Design (or any element thereof) provided by Vistaprint Corporate, and Vistaprint Corporate reserves the right to use or make available the same or similar Design or elements thereof for other parties in the present and future. Vistaprint Corporate provides no warranty of any kind that any Design will not infringe, or be subject to a claim of infringing, the trademark or other rights of another party. It is solely your responsibility to obtain the advice of an attorney regarding whether any Design is legally available for your use and does not infringe the rights of another party. Except for the Customer Content, all rights in any Design work product, including without limitation both final Designs and all interim and draft Designs, are retained by Vistaprint.

 

Transfer of Title

 

The customer agrees that the risk of loss and title for any tangible Product pass to you upon our delivery to Vistaprint Corporate’s carrier. For any Product that is to be provided to you in an electronic format, you agree 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.

 

Indemnification

 

You agree that you shall indemnify Vistaprint Corporate and its affiliates and all parties from whom any of them has licensed portions of Content, and their respective directors, officers, agents and employees, against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses arising out of or related to (i) your breach of these Terms of Use or (ii) any suit, claim, or demand arising from or relating to any Customer Content provided to Vistaprint Corporate or otherwise incorporated into Products.  As to clause (ii), you agree that we have the right to control the defense of any such suit, claim or demand.

 

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. WHILE WE MAKE REASONABLE EFFORTS TO ACCURATELY DISPLAY THE ATTRIBUTES OF PRODUCTS, WE DO NOT WARRANT THAT PRODUCT DESCRIPTIONS ARE ACCURATE, RELIABLE AND 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.

Please preview your designs carefully and correct any mistakes prior to placing your order. Vistaprint Corporate does not proof documents created by its customers prior to processing.

 

Limitation of Liability

 

IN NO EVENT SHALL VISTAPRINT CORPORATE OR ITS AFFILIATES, LICENSORS, SUPPLIERS, OR VENDORS, OR THE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS OF ANY OF THEM, 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 VISTAPRINT CORPORATE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SITE OR PRODUCTS OR SERVICES SOLD THEREON, OR OF FAILURE TO PROVIDE PRODUCTS OR SERVICES THAT YOU ORDER FROM VISTAPRINT CORPORATE OR ITS AFFILIATES, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM MISTAKE, OMISSION, VIRUS, DELAY, OR INTERRUPTION OF SERVICE. IN NO EVENT SHALL VISTAPRINT CORPORATE BE LIABLE OR RESPONSIBLE FOR ANY DAMAGES OR CONSEQUENCES ARISING FROM OR RELATED TO YOUR INAPPROPRIATE OR UNAUTHORIZED USE OF THE SITE OR ITS CONTENT OR OUR SUPPLIED PRODUCTS OR SERVICES.

IF YOU LIVE IN A COUNTRY OR STATE THAT DOES NOT ALLOW ANY OF THE FOREGOING EXCLUSIONS OR LIMITATIONS OF LIABILITY OR ANY OF THE DISCLAIMERS OF WARRANTIES IN THE ABOVE SECTION, SUCH EXCLUSIONS OR LIMITATIONS WILL NOT APPLY TO YOU BUT ONLY TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE NOT ALLOWED. IN SUCH CASE, SUCH EXCLUSIONS OR LIMITATIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

 

Feedback

 

Any comments, suggestions, proposals or other feedback (collectively “Feedback Information”) provided to Vistaprint Corporate in connection with the operation or content of the Site shall be provided by the submitter and received by Vistaprint Corporate on a non-confidential basis. All such comments, suggestions, and other information shall become the exclusive property of Vistaprint Corporate. By submitting any such information to Vistaprint Corporate, 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 Vistaprint Corporate shall be free to use such information on an unrestricted basis.

 

Privacy

 

Vistaprint Corporate has set out in its Privacy Policy how we collect, use, disclose, store and protection the information that you submit to us during the use of the Site. That Privacy Policy applies to every Site visit, every use of our services, and every transaction and agreement that is concluded through the Site.

 

Miscellaneous

 

You must be at least 18 years old or otherwise have parent or guardian permission to use the Site. By using the Site, you represent and warrant that you are at least 18 years old or have that permission.

In the event any provision hereof is found to be unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, or, if a deemed modification is not satisfactory in the judgment of that court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

 

Governing Law

 

The party you are contracting with and the seller of the products and services offered and sold on the Site is Vistaprint Corporate Solutions Incorporated, a Delaware corporation headquartered in Waltham, Massachusetts. 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. All other matters relating to your access to or use of the Site shall be governed by the laws of the Province of Ontario. Any legal action or proceeding relating to or arising from your access to or use of the Site shall be instituted in the courts in Toronto, Ontario. You agree to submit to the jurisdiction of courts sitting in Toronto, Ontario and agree that venue in these courts is proper in any such legal action or proceeding. You also agree not to assert in any legal action or proceeding involving Vistaprint Corporate that a court sitting in Toronto, Ontario is an inconvenient forum for such legal action or proceeding.You agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to any sale under these Terms of Use.