Welcome to Continental Datalabel’s EZ Money Web Site Program
(the “Program”). Continental Datalabel (“CDL”)
makes the Program available to you subject to the following Terms
and Conditions (the “Terms”), which are subject to
CDL’s unilateral right to apply, update, amend and rescind
these Terms, in whole or in part, in its sole discretion, with
or without notice to you. In addition, when using services made
available within the Program (the “Services”), you
will be subject to all requirements, conditions, guidelines and
rules of CDL applicable to such services. All such requirements,
conditions, guidelines and rules are hereby incorporated by reference
into the Terms. Unless otherwise expressly stated, any and all
new features that augment or enhance the Program or Services will
also be subject to these Terms.
2. ACCESS TO WEB SITE
Provided that you are a current distributor of CDL in good standing,
CDL may, in its sole discretion, provide you with access to, and
the use of, a customized web site accessible from CDL’s
website – http://ezmoney.compulabel.com/. The Program allows
you to customize the web site in certain ways to suit your business.
You can market and sell CDL’s products directly to your
customers from the web site. Payment may only be made via credit
card. In order to facilitate sales, the Program offers certain
additional benefits, including promotional materials, prompt fulfillment,
direct delivery, VeriSign access, and UPS ground shipping. (All
such services available through the Program are herein collectively
referred to as the “Services.”)
3. ORDER PROCESSING AND PAYMENT
Subject to the remaining provisions of these Terms, CDL will process,
fill and ship orders received through your web site, and will
remit payment to you of the net sales revenues collected on your
sales, as requested, in increments of not less than $20.00. As
used herein, the term “net sales revenues” means the
revenues collected by CDL on your sales minus the price charged
by CDL for the products sold via your web site, including sales
taxes and shipping charges. You will have the right to determine
the marked-up sales price of the products you sell through the
Program above the price which CDL charges you for such products.
CDL will use commercially reasonable efforts to process, fill
and ship orders made through your web site. However, CDL will
not be liable for any delay, inability or failure to process,
fill or ship such orders due to any cause beyond its reasonable
control, including, without limitation, fires, floods, storms,
explosions, accidents, civil disturbances, terrorist actions,
equipment breakdowns, unavailability of product, unavailability
of personnel, transportation or shipping delays, or government
restriction or regulation.
4. REGISTRATION; ACCESS TO SERVICES
You agree to provide true, accurate, current and complete information
about yourself and/or your company as prompted by the Program
registration form (the “Registration Data”), and
further agree to maintain and promptly update the Registration
Data.
You understand and agree that the Program is provided “AS-IS”
and “AS AVAILABLE” and that CDL assumes no responsibility
for the timeliness, deletion, misdelivery or failure to store
any customized settings or user communications or data. You must
provide and are responsible for all equipment necessary to access
the Services, and will be responsible for obtaining access to
the Services and any third-party fees required to do so, including,
without limitation, Internet service-provider fees and airtime
charges.
5.
ACCOUNT, PASSWORD AND SECURITY
You will receive a password and account designation upon completing
the Program registration process. You are responsible for maintaining
the confidentiality of the password and account, and are fully
liable for all activities that occur under your password or account.
You agree to immediately notify CDL of any unauthorized use of
your password or account or any other breach of security, and
further agree to immediately exit from your account at the end
of each use.
6. CONDUCT
You agree not to use the Program to:
A. Post, transmit or otherwise make available any content other
than that made available by CDL or otherwise permitted under these
Terms;
B. Upload, post, transmit or otherwise make available any content
which is unlawful, harmful, threatening, abusive, harassing, tortuous,
defamatory, vulgar, obscene, libelous, invasive of another’s
privacy, hateful, objectionable on the basis of race, national
origin, ethnicity, gender, age, religion or other such grounds,
or which you do not have the right to make available under any
applicable law or contractual or fiduciary relationship, or which
infringes any patent, trademark, trade secret, copyright, proprietary
right, confidential information or other intellectual property
of any other person or entity;
C. Use, provide access to, reproduce, duplicate, copy, sell, resell
or exploit the Program or Services for any commercial purpose
other than as permitted hereunder;
D. Impersonate any person or entity, or falsely state or otherwise
misrepresent your affiliation with another person or entity;
E. Violate or fail to comply with any applicable international,
national, state, provincial or local law, statute, ordinance,
regulation, rule or other legal requirement, including those governing
the transmission of technical data exported from the United States
or the country in which you reside or conduct business.
You acknowledge that CDL does not pre-screen content, but that
CDL has the right, but not the obligation, in its sole discretion,
to refuse, delete or move any content relating to the Program
or the Services. Without limiting the foregoing, CDL has the right
to remove any content that violates these Terms or is otherwise
objectionable in CDL’s sole discretion.
You acknowledge and agree that CDL may preserve content and may
also disclose content if required to do so by law or in the good
faith belief that such preservation or disclosure is reasonably
necessary to (a) provide the Services; (b) enforce these Terms;
(c) comply with legal process; (d) respond to claims that any
content violates the rights of any third-party; or (e) protect
the rights, property or safety of CDL, its distributors, suppliers,
customers or the public.
7. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON
THE SERVICE
CDL does not claim ownership of content you submit or make available
for inclusion on the Program. However, with respect to content
you submit or make available for inclusion on the Program, you
grant CDL a world-wide, non-exclusive, royalty-free license to
use, disclose, reproduce, distribute, modify, adapt and display
such content for the purposes of providing and promoting the Program
and performing the Services. This license exists only for as long
as such content I included on the Program and will terminate at
the time you or CDL removes such content from the Program.
8. INDEMNITY AND SET-OFF
You agree to indemnify and hold CDL, its affiliates, and their
respective officers, directors, shareholders, employees, representatives
and agents harmless from any and all claims, demands, causes of
action, judgments, damages, liabilities, penalties, fines, losses,
expenses and costs, including reasonable attorneys’ fees
and court costs, arising from or relating to the use by you and
your customers of the Program and Services, the content you or
your customers submit, post, transmit or make available through
the Program or Services, your violation of these Terms, or the
violation by you or your customers of the rights of any other
person or entity. You agree that CDL shall have the right to set
off any such sums against the net revenues which it collects from
your Program sales, without prejudice to any other rights or remedies
available to CDL.
9. MODIFICATIONS TO PROGRAM AND SERVICES
CDL reserves the right at any time, in its sole discretion, to
modify, suspend or discontinue, temporarily or permanently, all
or any portion of the Program or Services, with or without notice.
You agree that CDL will not be liable to you or to any third party
for any modification, suspension or discontinuance of the Program
or any Services.
10. TERMINATION
You agree that CDL, in its sole discretion, may terminate your
password, account or use of the Program or Services, and may remove
and discard any content within the Program, for any reason, including,
without limitation, for lack of use for an extended period of
time, as established by CDL. You agree that CDL will not be liable
to you or any third party for any termination of your access to
the Program.
11. DEALINGS WITH THIRD PARTIES
Your business dealings with third parties through the Program
and Services, including with customers who access your web site
through the Program, are solely between you and such parties.
You agree that CDL shall not be responsible or liable for any
loss or damage of any kind incurred as a result of any such business
dealings.
12. CDL'S PROPRIETARY RIGHTS
You acknowledge and agree that the Program and Services, and any
software used in connection with the Program and Services (“Software”),
contains trade secrets, proprietary data and confidential information
that is protected by applicable intellectual property and other
laws. CDL grants you a personal, non-transferable and non-exclusive
right and license to use the object code of its Software on a
single computer, provided that, without the prior written consent
of CDL, you do not, and do not allow any third party to, copy,
modify, create a derivative work of, reverse engineer, reverse
assemble or otherwise attempt to discover any source code, sell,
rent, lease, assign, sublicense, loan, distribute, grant a security
interest in, or otherwise transfer any right in the Software.
13. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
A. YOUR USE OF THE PROGRAM AND SERVICES IS AT YOUR SOLE RISK.
THE PROGRAM AND SERVICES ARE MADE AVAILABLE ON AN “AS IS”
AND “AS AVAILABLE” BASIS. CDL EXPRESSLY DISCLAIMS
ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, EXPRESS AND IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND
NON-INFRINGEMENT.
B. CDL MAKES NO WARRANTY THAT THE PROGRAM OR SERVICES WILL MEET
YOUR REQUIREMENTS, THAT THE PROGRAM OR SERVICES WILL BE UNINTERRUPTED,
TIMELY, SECURE, ERROR-FREE, OR THAT ANY ERRORS IN THE SOFTWARE
WILL BE CORRECTED.
C.
NO ADVICE OR INFORMATION, WHETHER ORAL, WRITTEN OR COMMUNICATED
THROUGH ANY OTHER MEANS, OBTAINED BY YOU FROM CDL, OR THROUGH
THE PROGRAM OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY
SET FORTH IN THESE TERMS.
14. LIMITATION OF LIABILITY
YOU UNDERSTAND AND AGREE THAT CDL WILL NOT BE LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES,
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL,
USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CDL HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE
OR THE INABILITY TO USE THE PROGRAM OR SERVICES; (ii) THE COST
OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM
ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED, OR NOT OBTAINED,
THROUGH THE PROGRAM; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION
OF THE TRANSMISSIONS OR DATA OF YOU OR YOUR CUSTOMERS; (iv) STATEMENTS
OR CONDUCT OF ANY THIRD PARTY IN CONNECTION WITH THE PROGRAM;
OR (v) ANY OTHER MATTER RELATING TO THE PROGRAM OR SERVICES.
YOU AGREE THAT ANY CLAIM, DEMAND OR CAUSE OF ACTION ARISING FROM
OR RELATING TO THE PROGRAM OR SERVICES MUST BE FILED WITHIN ONE
(1) YEAR AFTER SUCH CLAIM, DEMAND OR CAUSE OF ACTION ARISES OR
IT WILL BE FOREVER BARRED.
IN NO EVENT SHALL CDL’S DAMAGES ARISING FROM ANY MATTER
RELATING TO THE PROGRAM OR SERVICES EXCEED THE AVERAGE MONTHLY
NET SALES REVENUES WHICH YOU DERIVED FROM YOUR USE OF THE PROGRAM
DURING THE PERIOD OF YOUR REGISTRATION IN THE PROGRAM.
15. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES
OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET
FORTH IN SECTIONS 13 AND 14 MAY NOT APPLY TO YOU.
16. TRADEMARK INFORMATION
Continental Datalabel, EZ Money, and other CDL logos and product
and service names are trademarks of CDL (the “CDL Marks”).
You agree not to display or use in any manner any of the CDL Marks
without the prior written consent of CDL.
17. OTHER INFORMATION
These Terms govern your use of the Program and Services and supersede
any prior communications, negotiations, arrangements and agreements
between you and CDL relating to the Programs and Services. These
Terms and the Program, Services and business dealings between
you and CDL will be governed by the laws of the State of Illinois,
USA, without regard to its conflict of law provisions. You and
CDL agree to submit to the personal and exclusive jurisdiction
of the courts located within Cook County, Illinois, USA. The failure
of CDL to exercise or enforce any right or provision of these
Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is found by a court of competent
jurisdiction to be invalid or unenforceable, you and CDL hereby
agree that the court should endeavor to give effect to the intent
of such provision, and the other provisions of these Terms will
remain in full force and effect.
