Terms of Service

Last modified: September 4, 2024

TERMS OF SERVICE:

By using Print Profit’s online services, offline components, or downloadable software ("Service"), by clicking “I Agree,” or by accessing or otherwise using the Service, you agree to the following terms and conditions ("Agreement"). If you are entering this Agreement on behalf of a company or other legal entity, you confirm that you have the authority to bind that entity to this Agreement. If you lack such authority or do not agree with the terms, you may not use the Service. By using the Service, you consent to this Agreement.

1. What Print Profit Provides: If you use Print Profit’s online Service, you will have access to the online features, including a browser interface and data encryption. Your registration or use of the Service implies your agreement to comply with this Agreement, including all materials available on the Print Profit website, as well as Print Profit’s privacy and security policies.

2. Privacy & Security; Disclosure: Print Profit may update its privacy and security policies as needed. As the online Service is hosted, Print Profit may occasionally notify you of important updates regarding the Service’s operation. If you become a paying customer (“you” or “Customer”), you agree that Print Profit may disclose that fact, along with the edition and type of Service you are using.

3. Limited Data Processing

3.1. Scope of Data Processing. Print Profit acknowledges and agrees that, other than your profile data as a customer of Print Profit (e.g. – sales rep or account manager), its processing activities under this Agreement are limited exclusively to the use of non-personally identifiable information data ("Non-PII Data"). Personally identifiable information means any piece of information that, individually or in combinations, does or can identify a specific individual, or from which a specific individual may be identified, contacted, or located. Print Profit shall not process, collect, store, or transmit any data that can be used to identify an individual, directly or indirectly, including but not limited to names, email addresses, IP addresses, or any other information considered as personal data under applicable data protection laws.

3.2. Compliance with Applicable Laws. Print Profit certifies that, due to the limited scope of data processing as described herein, its activities do not fall under the full regulatory requirements of the General Data Protection Regulation (GDPR) of the European Union or the California Consumer Privacy Act (CCPA). Consequently, Print Profit is exempt from certain obligations under these regulations, including but not limited to providing data subjects with access to, or deletion of, their personal data, as no such personal data is processed.

3.3. Data Processing Restrictions.

3.3.1. Print Profit shall only process Non-PII Data as necessary for the performance of its services as described in this Agreement.

3.3.2. Print Profit shall implement appropriate technical and organizational measures to ensure that no Personal Data is inadvertently collected, stored, or processed.

3.3.3. Print Profit shall promptly notify the Customer in the event that any Personal Data is mistakenly processed and shall immediately take all necessary actions to delete such data and mitigate any potential risks.

3.4. Customer Responsibility for Data De-Identification.

3.4.1. The Customer acknowledges that it is solely responsible for ensuring that any data uploaded or provided to Print Profit is properly de-identified and does not contain any Personal Data.

3.4.2. The Customer shall indemnify, defend, and hold harmless Print Profit from and against any and all claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Customer's failure to de-identify data before it is uploaded or provided to Print Profit.

3.4.3. In the event that Personal Data is uploaded or provided without proper de-identification, the Customer shall be responsible for any and all damages, penalties, or regulatory actions that may result, and shall promptly cooperate with Print Profit to remediate any such issues.

3.5. Third-Party Data Processing. Print Profit shall ensure that any third parties involved in the processing of Non-PII Data adhere to the same restrictions and limitations as set forth in this Clause. Print Profit shall remain fully liable for the actions of any such third parties.

3.6. Print Profit Indemnification. Print Profit agrees to indemnify and hold harmless the Customer against any claims, damages, or penalties arising from Print Profit's breach of this Clause, including any inadvertent processing of Personal Data, except where such claims, damages, or penalties arise from the Customer's failure to de-identify data as required by Section 3.4.

4. Service Rights & Restrictions: Print Profit grants you the non-exclusive, non-transferable, non-sublicensable, worldwide right to use the Service under this Agreement. All rights not explicitly granted are reserved by Print Profit.

4.1. You may not:

4.1.1. License, sublicense, sell, transfer, assign, or commercially exploit the Service or its content.

4.1.2. Modify or create derivative works based on the Service or its content.

4.1.3. Reverse engineer the Service to build competitive products, or copy its ideas, features, or graphics.

4.1.4. Copy or transmit the Software unless permitted by Print Profit.

4.1.5. Modify, translate, decompile, or disassemble the Software.

4.1.6. Use the Software for any purposes other than those marketed by Print Profit.

4.2. You may only use the Service for legitimate business purposes. You must not:

4.2.1. Send spam or unsolicited messages in violation of laws.

4.2.2. Send or store unlawful or harmful material.

4.2.3. Interfere with the integrity or performance of the Service.

4.2.4. Attempt unauthorized access to the Service or its related systems.

5. Software Usage: Unless you subscribed to the Service for multiple users, or otherwise specified in your Statement of Work (“SOW”) the Software:

5.1. May only be used by designated person(s) per the SOW or otherwise in writing between you and Print Profit.

5.2. Cannot be shared, loaned, or leased for others to use the Software outside of those specified in Section 5.1.

6. Customer Data. You agree that Print Profit can collect and analyze Customer Data and other information related to the use of its services ("Compiled Data"). Once this data is aggregated and anonymized so it doesn't identify the Customer or its users ("Aggregated Data"), Print Profit will fully own this Aggregated Data. You and your users assign any rights you might have in the Aggregated Data to Print Profit. Print Profit can use the Aggregated Data for any purpose, including advertising, marketing, improving services, and developing new products, even after this Agreement ends. Print Profit will not use or disclose your Customer Data except to provide the Service, in connection with this Agreement, or as required by law.

7. Customer Materials. You are responsible for providing all necessary Customer Data and Customer content needed by Print Profit to deliver the Products and Services. You agree that Print Profit's ability to fulfill its obligations depends on receiving accurate, non-infringing, and complete data and content from you in a timely manner. Print Profit will not be held in breach of this Agreement if it fails to perform due to your delay or failure in providing the required materials.

8. Your Responsibilities:

8.1. You are responsible for all activities under your account. You must comply with all applicable laws, treaties, and regulations when using the Service. You must:

8.2. Immediately report any unauthorized use or security breaches.

8.3. Stop any unauthorized copying or distribution of content.

8.4. Not impersonate other users or provide false information to gain access to the Service.

9. Updates and Availability: Print Profit reserves the right to make changes, updates, modifications and enhancements of the Service and its Software (“Updates”) in its discretion.. The Service and its accompanying Software may be unavailable at times and Print Profit does not make any representations, warranties, or guarantees regarding uptime or availability of the Services. You agree that Print Profit is not required to inform you of any such periods of unavailability even if anticipated or planned by Print Profit, and you herby release Print Profit from any liability relating to such unavailability.

10. Professional Services: From time to time, Print Profit and Customer may enter into SOWs that relate to professional services. Each SOW will set forth the professional services to be provided by Print Profit along with applicable fees, deliverables, milestones, and other pertinent information related to the scope of such professional services. Each SOW shall also incorporate this Agreement.

11. Intellectual Property Ownership: Print Profit retains all rights to its technology, content, and the Service. This Agreement does not grant you any ownership rights. You cannot use Print Profit’s name, logo, or product names without permission.

12. Third-Party Interactions: While using the Service, you may engage with third parties, such as advertisers or sponsors. These interactions are solely between you and the third party. Print Profit is not responsible for any issues arising from these interactions or the content on third-party websites linked through the Service. Some third-party providers may require you to agree to additional terms.

13. Charges and Payment of Fees: You agree to pay all fees and charges associated with your account as per the pricing and billing terms effective at the time of the transaction. Initial charges will include any account setup fees plus the monthly or annual subscription fee. Payments can be made annually, monthly, or quarterly as outlined in your SOW or as otherwise agreed. You are responsible for paying the subscription fee regardless of whether you actively use the Service. You must provide Print Profit with valid credit card information or an approved purchase order to sign up for the Service. You also need to keep your payment information current. Print Profit may modify its fees and charges or introduce new ones with at least 30 days' notice, which can be sent via email. Pricing terms are confidential, and you agree not to disclose them to third parties. All subscriptions will automatically increase by 5% annually, effective on the first invoice of each calendar year with or without Notice. You must provide accurate billing and contact information and update it within 30 days of any change. If you provide false or fraudulent contact information, Print Profit may terminate your access to the Service and pursue other legal remedies. If you believe your bill is incorrect, you must notify Print Profit in writing within 60 days of the invoice date to be eligible for an adjustment or credit. Failure to do so within this period forfeits your right to an adjustment or credit.

14. Termination: This Agreement starts on the Effective Date. Unless otherwise prevented by law, it will automatically renew for successive terms equal to the Initial Term at Print Profit's current fees. Either party may terminate this Agreement without cause by providing written notice at least thirty (30) business days before the current term expires.

15. Termination for Cause: Print Profit may suspend or terminate your account or use of the Service for material breaches, including (a) non-payment, (b) unauthorized use of Print Profit Technology or Service, (c) breach of representations and warranties, (d) breach of indemnity obligations, or (e) violation of any law. Print Profit may also suspend or terminate your account without notice if it believes you have used the Service or Print Profit Technology unlawfully. Print Profit is not obligated to retain Customer Data and may delete it if you materially breach this Agreement.

16. Representations & Warranties: Both you and Print Profit represent that each party has the authority to enter into this Agreement. Print Profit warrants that it will provide the Service consistent with general industry standards and that the Service will perform substantially as described in the online help documentation under normal use. You warrant that you have not provided false information to gain access to the Service and that your billing information is accurate.

17. Indemnification: Unless prohibited by law, you agree to indemnify and protect Print Profit, its licensors, resellers, and their affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from: (i) claims that the use of your data has infringed on third-party rights or caused harm; (ii) claims from your clients or customers; (iii) claims that would indicate you violated your representations and warranties; or (iv) breaches by you or your users of this Agreement. Print Profit will notify you of any such claims, allow you to control the defense and settlement (as long as you release Print Profit from all liability and do not affect Print Profit's business), and provide you with necessary assistance.

18. Disclaimer of Warranties: Print Profit, its licensors, and resellers do not guarantee the reliability, timeliness, quality, accuracy, or completeness of the service or its content. They do not warrant that: (A) the service will be secure, timely, uninterrupted, or error-free; (B) it will meet your needs or expectations; (C) stored data will be accurate or reliable; (D) the quality of products or services obtained through the service will meet your standards; (E) errors will be corrected; (F) the service and servers are virus-free; (G) the service won’t result in data loss or corruption; or (H) the service won’t infringe third-party intellectual property rights. The service and its content are provided "as is" without any warranties, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement. You use the service at your own risk. Print Profit is not liable if you are unable to download, install, or use the software.

19. Limitation of Liability: Print Profit, its licensors, and resellers’ total liability to you shall not exceed the amount you paid for the service in the twelve (12) months preceding the incident. They will not be liable for indirect, punitive, special, exemplary, incidental, or consequential damages, including data loss, lost revenue, or profits, even if previously advised of the possibility. Print Profit won’t be liable for any costs or damages for substitute goods or services, and won’t be responsible for damages not reported within fourteen (14) days of when you knew or should have known about them, or if you don’t start a recovery action within 60 days of discovering your damages.

20. Additional Rights: Some jurisdictions may not allow the exclusion of implied warranties or limitations of liability for incidental or consequential damages. Therefore, some limitations above may not apply to you.

21. Local Laws and Export Control:

21.1. This site and its software may be subject to U.S. and international export controls. You agree not to use or export the site’s information, software, or technology to any embargoed countries or individuals on restricted lists. You also confirm that you are not located in, under the control of, or a resident of any embargoed country or on any restricted list. You will comply with all applicable export laws.

21.2. This site may use encryption technology that requires licenses under U.S. and European Union regulations.

21.3. Print Profit, its licensors, and resellers make no claims about the appropriateness of the service in any location. If you use the service outside the U.S., you are responsible for complying with local laws, including export and import regulations. Using the service for nuclear activities, chemical or biological weapons, or missile projects is prohibited unless authorized by the U.S. government or appropriate European body.

22. Notice: Print Profit may notify you through a general notice on the service, by email to your registered address, or by first-class mail to your address on file. Notices are considered delivered 48 hours after mailing or posting, or twelve (12) hours after sending an email. You can send notices to Print Profit by letter through a recognized overnight delivery service or first-class mail to Print Profit LLC, 1769 Lexington Ave North #235, Roseville, MN 55113. Notice is effective upon receipt by Print Profit.

23. Modification to Terms: Print Profit may update this Agreement or its policies at any time, with changes taking effect once posted on the service. No other actions or omissions will count as modifications unless explicitly labeled as such by Print Profit in writing. You are responsible for regularly reviewing this Agreement. Continued use of the service after modifications indicates your acceptance. If you do not accept the changes, you must notify Print Profit in writing, and your sole remedy is to terminate the Agreement.

24. Assignment; Change in Control: You cannot assign this Agreement without Print Profit’s written consent. However, Print Profit may assign the Agreement without your consent to (i) a parent or subsidiary, (ii) an asset acquirer, or (iii) a successor. If you undergo a change in control resulting in a direct competitor of Print Profit owning or controlling fifty percent (50%) or more of you, Print Profit may terminate this Agreement immediately with written notice.

25. No Setoff: All amounts due under this Agreement to be paid by Customer to Print Profit will be paid in full and Customer will not be entitled to assert any credit, set-off or counterclaim against Company in order to justify withholding payment of any such amount in whole or in part.

26. Enforcement and Interpretation: This Agreement is governed by Minnesota and U.S. federal laws, without considering conflicts of law. Any disputes must be resolved in state courts in Hennepin County, Minnesota, or federal courts in Hennepin County, Minnesota. You agree to this jurisdiction and venue, waiving any claims of inconvenience. This Agreement, along with any SOW, is the entire agreement between you and Print Profit, superseding any prior discussions or agreements. In lawsuits to enforce this Agreement, you waive the right to a jury trial, and Print Profit will recover its legal costs if it prevails. The Agreement should be interpreted strictly within its text, without considering external evidence or prior dealings. Any singular terms include the plural, and vice versa; "and" means "or," and vice versa. You waive the right to introduce extrinsic evidence to interpret or modify the Agreement and waive any claims of fraud in its inducement. Section headings are for convenience only and do not affect interpretation.

27. California Users and Residents.

27.1.1. Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Company must be addressed to our agent for notice and sent via certified mail to that agent. For our agent’s most current contact information, please send a request to info@printprofit.com.

27.1.2. Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

28. Definitions: In this Agreement and any related SOWs:

28.1. "Agreement" refers to these terms of use, any SOWs (whether online or written), and any materials on the Print Profit website that are explicitly included by reference. Print Profit may update these materials at its discretion.

28.2. "Content" includes all audio, visual information, documents, software, products, and services provided to you through the Service.

28.3. "Customer Data" means any data or material you or your clients submit to the Service while using it.

28.4. "Effective Date" is the date you sign the Service Contract.

28.5. "Initial Term" is the first period you commit to paying for the Service, based on the billing frequency you choose during signup.

28.6. "Intellectual Property Rights" covers all types of intellectual property, including patents, copyrights, trademarks, trade secrets, and similar rights, worldwide.

28.7. "Site Administrator(s)" are the users you designate to manage your use of the Service.

28.8. "SOW(s)" documents the initial subscription and any subsequent orders, specifying billing periods and other charges. SOWs are part of this Agreement, and in case of any conflict, this Agreement takes precedence.

28.9. "Print Profit" includes both the Print Profit website and Print Profit, LLC, an Illinois-based company.

28.10. "Print Profit Technology" encompasses all of Print Profit's proprietary technology, such as software, hardware, processes, and technical information, used to provide the Service.

28.11. "Service(s)" refers to the specific edition of Print Profit's online services (e.g., order management, billing, data analysis) you access via https://www.printprofit.com or another designated site. It includes Print Profit Technology and Content.

28.12. "User(s)" includes your employees, clients, representatives, consultants, contractors, or agents who are authorized to use the Service and have been provided with user IDs and passwords.

29. Support: Print Profit is not obligated to provide you with training, assistance, or support unless specifically posted on the Print Profit website or provided at Print Profit’s discretion.

30. Independent Provisions: Print Profit’s limitations on warranties, liability, and damages are independent of its obligations. Any breach by Print Profit does not affect these limitations.

31. Review of Content: You permit Print Profit to review your website and its content. Print Profit may suggest changes to improve your use of the Service, but is not obligated to do so, and you are not required to follow their suggestions. Print Profit does not guarantee the outcome of any suggestions.

32. Additional Products and Services: If Print Profit provides additional products or services beyond the Service, the terms of this Agreement will apply, unless otherwise specified in a separate contract.

33. Third-Party Beneficiaries: This Agreement benefits only you, Print Profit, its licensors, and resellers. No other third parties have rights under this Agreement.

For questions or more information, email: info@printprofit.com