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THOMAS REPROGRAPHICS, INC.
RETROSPECT™ SERVICE ACCESS AGREEMENT
Please review the following terms and conditions carefully. This Agreement is a legally binding contract between you ("User" or "you") and Thomas Reprographics, Inc. ("Thomas Reprographics") regarding your access to and use of the RETROSPECT™ service offered by Thomas Reprographics via its website (the "Website") and the data, reports, information and materials available using the client service tools for the RETROSPECT™ service. By accessing the Website, you agree to the terms and conditions as outlined in this Agreement.
User ID and Password. In order to access and use the RETROSPECT™ service, you must (a) be an existing customer of Thomas Reprographics with an established client account; and (b) you must first set up an on-line account with Thomas Reprographics. Thomas Reprographics will contact you regarding activation of the on-line account. Once your on-line account has been established by Thomas Reprographics, you will be given a unique and individual password and account number identification (ID). Thomas Reprographics initially will supporting one on-line account per customer account and Your on-line account will be set up for one email address per customer account. You must have a password and account number ID to access the RETROSPECT™ service once your on-line account is activated, and such password and account number ID will permit access to your account invoices and information stored on the Website and attributable to the email address for that on-line account. If you desire to have your customer account information be available to more than one email address or password, then You may submit electronically a form requesting an account and password, and upon verification of Your authorization to access the customer account (e.g.: Your work status for the customer), Thomas Reprographics may provide You with the customer account and password. However, if you desire to remove an email address from the account, you must send to Thomas Reprographics a cancellation request by email, regular mail or fax. If your customer account has multiple email addresses, Thomas Reprographics reserves the right to require a written confirmation or verification of removal from your designated customer account contact prior to deactivating any email address. You are responsible for maintaining the secrecy of all of your password and account number ID and protecting against unauthorized use of your password and account number ID. You may permit your employees, agents or other representatives ("Your Representatives") to access the RETROSPECT™ service via the Website on your behalf only; provided that you remain liable for any actions taken by you or Your Representatives regarding the access to and use of the RETROSPECT™ service and the information contained therein. You agree to immediately notify Thomas Reprographics of any unauthorized use of your password(s), your account number ID or your on-line account(s) or any other breach of security, and ensure that you exit completely from the RETROSPECT™ service at the end of each session. You further are responsible for obtaining and maintaining all computer hardware, software, communication equipment and ISP connectivity needed to access RETROSPECT™ service and the Website via the Internet and for paying all third party access charges (e.g.: kiosk, ISP, telecommunications) incurred while accessing the RETROSPECT™ service and the Website. You acknowledge and agree that your access to the RETROSPECT™ service, the Website and all software, data and other materials thereon is limited to duration of this Agreement and your active customer account(s) with Thomas Reprographics and Thomas Reprographics may, at the end of such period without notice, deny your access thereto and deactive your account number ID or password(s).
Account Information. The information contained in the RETROSPECT™ service has been supplied to Thomas Reprographics by you or your agent or representative. You are responsible for the accuracy of the information in your on-line account(s) supplied by you. Although Thomas Reprographics will use commercially reasonable efforts to ensure that the information provided from the RETROSPECT™ service is maintained, Thomas Reprographicscannot guarantee the completeness or accuracy of such information. You should ascertain the appropriateness of any information as it may pertain to your intended purpose and needs. You further represent that any information or materials provided by you shall be accurate, complete and correct and that you shall have lawful right to provide such information to Thomas Reprographics for use in the RETROSPECT™ service. By providing such information to Thomas Reprographics by any means (e.g.: email, posting, fax, telephone, mail, etc.), you grant to Thomas Reprographics an irrevocable, perpetual, royalty-free, worldwide, non-exclusive right to use, post, transmit, digitize, dissemination, commercially exploit or otherwise make available such information for its lawful business purposes.
Permitted Use of the RETROSPECT™ Service and Information. You (or Your Representative) may access only your own on-line account(s) using the RETROSPECT™ service for which you are authorized. You may print or copy any information contained on or reports generated by using the RETROSPECT™ service for your on-line account(s) only and for your own internal business purposes only, and not for resale. Your permitted use of the RETROSPECT™ service is personal to you and may not be assigned, sublicensed or otherwise transferred, whether by operation of law or otherwise, without the prior written consent of Thomas Reprographics.
Improper Use of the RETROSPECT™ Service or Information. You shall not access, or use information contained in any on-line account(s) under the RETROSPECT™ service for which you have not been authorized. You shall not use, copy, email, transmit or otherwise make available any information or any part or portion of the RETROSPECT™ service or the Website for unlawful purposes or otherwise operate a service bureau, outsourcing or other time-sharing business using the RETROSPECT™ service or the software, tools or other components available under the RETROSPECT™ service. You shall not remove any copyright, trade secret, trademark , service mark, or other proprietary legend or notice that appears on or in any reports generated using the RETROSPECT™ service or the Website (or any materials derived from your access to the RETROSPECT™ service or the Website). You shall not upload onto the RETROSPECT™ service or the Website, or otherwise use the RETROSPECT™ service or the Website for, any destructive or unlawful purposes including, but not limited to, the dissemination of computer viruses, libelous or inflammatory materials, pornographic or obscene information, or any works infringing upon the patents, copyrights, trademarks, trade secrets or other proprietary rights of third parties. You shall not download any portion of the application or operating software from the Website or otherwise control its operation. You shall not upload, post, email, transmit or otherwise make available any unsolicited or unauthorized information or materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation or other false or misleading information. You will not interfere with or disrupt RETROSPECT™ service or the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website. You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the RETROSPECT™ service or the Website. You shall not download, reproduce, copy, alter, adapt, modify, improve, translate, create derivative works from, reverse engineer, disassemble, decompile or otherwise attempt to reveal the trade secrets or know how underlying Thomas Reprographics’ software, the RETROSPECT™ service or the Website, or otherwise develop a product that is similar to Thomas Reprographics’ software or a service similar to the RETROSPECT™ service or any other service provided by Thomas Reprographics via the Website. You shall not intentionally or unintentionally violate any applicable local, state, national or international law related to the RETROSPECT™ service or the Website. You shall not impersonate any person or entity, including, but not limited to, Thomas Reprographics employee or government official, or falsely state or otherwise misrepresent your affiliation with a person or entity. You shall allow Thomas Reprographics to periodically review your access and use of the RETROSPECT™ service or the Website to ensure that you are using such products and services in accordance with the terms of this Agreement and to ensure that all other obligations under this Agreement are being met. You will at all times comply with Thomas Reprographics’ network security policies while accessing the RETROSPECT™ service or the Website. Thomas Reprographics reserves the right to object to any use of, and immediately terminate access to, RETROSPECT™ service or the Website including prohibited and unlawful conduct, even if that use is not expressly prohibited by this Agreement. IMPROPER USE OF THE RETROSPECT™ SERVICE OR THE WEBSITE WILL RESULT IN LOSS OF ACCESS TO RETROSPECT™ SERVICE AND THE WEBSITE AND MAY RESULT IN CIVIL AND CRIMINAL LIABILITIES.
Ownership. You understand that all information, data, text, software, music, sound, photographs, graphics, audio, video, messages or other materials, whether publicly posted or privately transmitted, available using the RETROSPECT™ service or found on the Website as well as all derivative works thereof, is retained by Thomas Reprographics or the original creator of the material and is protected by copyright, trademark and other intellectual property laws. You are expressly prohibited from using any such content without the express written consent of Thomas Reprographics or its licensors. Notwithstanding the foregoing, Thomas Reprographics does not guarantee the accuracy, integrity or quality of any such information. Such content may have originated from Thomas Reprographics or third parties and is made available to You as a courtesy. Such content is present only as of the date published or indicated and may be superseded by subsequent events or for other reasons. Product or service offerings, prices, terms and other information provided herein are subject to change without notice. You should ascertain the appropriateness of any product or service as it may pertain to Your intended purpose and needs.
DISCLAIMER. THE INFORMATION AVAILABLE USING THE RETROSPECT™ SERVICE OR FOUND ON THE WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. UNDER NO CIRCUMSTANCES WILL THOMAS REPROGRAPHICS BE LIABLE IN ANY WAY FOR ANY INFORMATION, INCLUDING, BUT NOT LIMITED TO, FOR ANY ERRORS OR OMISSIONS IN ANY INFORMATION, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY INFORMATION POSTED, EMAILED OR OTHERWISE TRANSMITTED VIA THE WEBSITE. THOMAS REPROGRAPHICS MAKES NO WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND QUIET ENJOYMENT, WITH RESPECT TO YOUR ACCESS OR USE OR INABILITY TO ACCESS OR USE THE RETROSPECT™ SERVICE OR THE WEBSITE OR THE INFORMATION CONTAINED THEREIN. THOMAS REPROGRAPHICS MAKES NO GUARANTEE AS TO THE CONTINUOUS AVAILABILITY OF THE RETROSPECT™ SERVICE OR THE WEBSITE OR ANY SPECIFIC FEATURE THEREOF. YOU AGREE THAT THOMAS REPROGRAPHICS SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER, ARISING OUT OF YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE RETROSPECT™ SERVICE OR THE WEBSITE OR THE INFORMATION CONTAINED THEREIN, EVEN IF THOMAS REPROGRAPHICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDIES SET FORTH IN THIS AGREEMENT FAIL THEIR ESSENTIAL PURPOSE.
Viruses. There is always a possibility of computer viruses. Although Thomas Reprographics is making every commercially reasonable effort to prevent the transmission of any viruses to or from the RETROSPECT™ service or the Website, placing your system on-line can expose you to outside attack. You release Thomas Reprographics from all responsibility or liability for viruses.
Web Site Links. If any link is offered connecting you to a third party web site, it is as an accommodation to the respective site owner and without charge. Sites linked to and from the Website are not necessarily under the control of Thomas Reprographics and Thomas Reprographics shall have no responsibilities or liabilities whatsoever for the content or privacy practices of any such linked site or any link or linking program at any time. Thomas Reprographics does not necessarily endorse companies (or related products or services) to or from which the Website is linked. If you decide to access any of the non-Thomas Reprographics sites linked to the Website, you do so entirely at your own risk. Linking the Website to any other website through hypertext, text, banner, logo or contextual link that permits a user to go from one party’s website to another by clicking on the image or deep linking is not permitted without Thomas Reprographics’ prior written consent.
Dealings With Advertisers. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you or such advertiser. You agree that Thomas Reprographics shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Website.
Trademarks. Thomas Reprographics disclaims any proprietary interest in trademarks, service marks, logos, slogans, domain names and trade names other than its own. THOMAS REPROGRAPHICS® and RETROSPECT™ are common law trademarks or registered trademarks of Thomas Reprographics in the United States All other brand and product names are trademarks or registered trademarks of their respective companies. Nothing in this Agreement shall be construed to grant any ownership interest or other rights in and to Thomas Reprographics’ patents, copyrights, trademarks, trade secrets and other intellectual property rights in the RETROSPECT™ services or the Website and the information and materials contained therein.
Indemnification.You agree to indemnify and hold Thomas Reprographics, its subsidiaries, affiliates, officers, agents, licensees, clients, partners, and employees, harmless from and against any and all claims, damages, costs and expenses, including attorney’s fees, arising from or related to your access to or use of the RETROSPECT™ services or the Website and any information and materials contained therein.
Privacy Policy. All materials and information contained on the RETROSPECT™ services or the Website is made available subject to Thomas Reprographics’ privacy policy. You agree that Thomas Reprographics’ privacy policy is incorporated into this Agreement by reference and you will comply with all terms and conditions set forth in Thomas Reprographics’ privacy policy as amended from time to time. For more information, please see the privacy policy available from the login page of the Website.
Copyright Policy. Thomas Reprographics respects the intellectual property of others, and we ask our users to do the same. Thomas Reprographics may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be infringing the intellectual property rights of others. If you believe that your work has been copied in a manner constituting copyright infringement, or your intellectual property rights have been otherwise violated, please provide Thomas Reprographics’ Copyright Agent the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the Website; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf. Thomas Reprographics’ Agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
Name and Contact Information for Thomas Reprographics’ Copyright Agent:
Brianna T. Long
Thomas Reprographics, Inc.
600 North Central Expressway
Richardson, TX 75080
Termination.You may terminate your on-line account(s) at any time by notifying the Thomas Reprographics in writing of your intent to terminate subject to full payment of any costs charged to your on-line account(s). You agree that the Thomas Reprographics, in its sole discretion, may terminate your on-line account(s) (or any part thereof) or access to and use of the RETROSPECT™ services or the Website, and remove and discard any information stored on the RETROSPECT™ services or the Website, upon termination or for any reason, including, without limitation, for lack of use or if the Thomas Reprographics believes that you have violated, or acted inconsistently with the intent of, this Agreement or otherwise are in breach of its agreement with Thomas Reprographics (including without limitation non-payment of fees). You agree that any termination of your on-line accounts and your access to the RETROSPECT™ services or the Website under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that the Thomas Reprographics may immediately deactivate or delete your on-line account(s) and all related information and files in your on-line account(s) and/or bar any further access to such on-line accounts or the RETROSPECT™ services or the Website. Further, you agree that Thomas Reprographics shall not be liable to you or any third-party for any termination of your access to your on-line account(s), the RETROSPECT™ services or the Website.
Governing Law. Thomas Reprographics is based in Richardson Texas. You agree that this Agreement is governed by the laws of the State of Texas and that proper and convenient venue lies exclusively with the courts of Dallas County Texas. You agree that the statute of limitations for any claim against Thomas Reprographics shall be brought within one year from when the claim arose, and any claims not brought within such period of time shall be deemed waived.
Reservation. Thomas Reprographics reserves the right to amend the terms and conditions of this Agreement at any time without prior notice. Notice of modifications may be given by posting notice of such changes on the Website, by electronic mail, by facsimile or by regular mail. You agree that your use of the RETROSPECT™ services or the Website constitutes acceptance of all of the terms and conditions as they may be amended in the future. Thomas Reprographics shall not be deemed to have waived any rights hereunder unless such waiver is in writing signed by a duly authorized officer of Thomas Reprographics. Thomas Reprographics further reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the RETROSPECT™ services or the Website (or any part thereof) with or without notice. You agree that Thomas Reprographics shall not be liable to you or to any third party for any modification, suspension or discontinuance of the RETROSPECT™ services or the Website.
Effective Date. This Agreement is effective as June 1, 2005. This Agreement was last modified on July 15, 2005.