Terms of Service
Charges and Payment of Fees
The Customer shall pay all fees or charges to its account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. All billings are due and may be processed on the first day of the month in which payment is due. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. Payments may be made annually, quarterly, or monthly, consistent with the Initial Term, at the Customer's election. License fees are non-refundable whether or not User licenses are actively used. All professional services fees along with any professional services carried out and equaling or less than five (5) hours will be automatically billed to the customer and does not require a formal proposal process. All professional services rendered by Imprint3 servicing customer requests will become due at termination of contract if those fees have not already been paid by the customer. The Customer must provide Imprint3 with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Online Order Center. Additional licenses will be subject to the following: (i) additional licenses will be coterminous with the pre-existing License Term (either Initial Term or renewal term); (ii) the license fee for the additional licenses will be the then current, generally applicable license fee; and (iii) additional licenses in the middle of a billing month will be charged in full for that billing month. Imprint3 reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time, upon at least 30 days prior notice to the Customer, which notice may be provided by email. There are to be no refunds by Imprint3, all sales are final.
Billing & Renewal
Imprint3 charges and collects in advance for use of the Service. Imprint3 will automatically renew and bill the Customer's credit card or issue an invoice to the Customer once a year on the subsequent anniversary for annual licenses. The renewal charge will be equal to the then current number of total User licenses times the then current license fee in effect at the time of renewal. Fees for other services will be charged on as a quoted basis, however any professional services equal to or less than 5 hours will be automatically billed to customer and do not require formal proposal. Imprint3 's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and the Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Imprint3’s income.
The Customer agrees to provide Imprint3 with complete and accurate billing and contact information. This information includes the Customer's legal company name, billing address, email address, and name and telephone number of an authorized billing contact and License Administrator. The Customer agrees to update this information within 30 days of any change to it. If the contact information the Customer has provided is false or fraudulent, Imprint3 reserves the right to terminate the Customer's access to the Service in addition to any other legal remedies.
For credit card payers, invoices will be generated at the start of a license or billing period and the Customer's credit card will be charged simultaneously. If paying by other means, invoices will be generated at the start of a license or billing period and approximately one month in advance of the start of any renewal or subsequent billing period and shall be due within 30 days. The Customer's account will be considered delinquent (in arrears) if payment in full is not received by the license or billing period start date. Customer shall pay any and all collection costs incurred by Imprint3 in collection of outstanding debts.
If the Customer believes that the bill is incorrect, the Customer must contact Imprint3 in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. If possible billing errors are not reported within the 30 day period all charges will be deemed to be correct.
Non-Payment & Suspension
In addition to any other rights granted to Imprint3 herein, Imprint3 reserves the right to suspend or terminate this Agreement and the Customer's access to the Service if the Customer's account becomes thirty (30) days or more delinquent (falls into arrears).
Imprint3 reserves the right to impose a reconnection fee in the event the Customer is suspended and thereafter requests access to the Service. The Customer agrees and acknowledges that Imprint3 has no obligation to retain the Customer Data and that such the Customer Data may be irretrievably deleted if the Customer's account is 30 days or more delinquent.
The Customer is responsible for any and all activities that occur under the Customer's user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with use of the Service. The Customer shall: (i) notify Imprint3 immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Imprint3 immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by the Customer or its Users; (iii) assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data; and (iv) not impersonate another Imprint3 user or provide false identity information to gain access to or use the Service.
Account Information & Data
All data submitted by the Customer to the Service, whether posted by the Customer or by third parties, shall remain the sole property of the Customer or such third parties, as applicable, unless specifically notified in advance. The Customer, not Imprint3, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data and Imprint3 shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. In the event that the Customer terminates this Agreement (other than by reason of the Customer's breach), Imprint3 will make available to the Customer a file of Customer Data within 30 days of termination notice if the Customer so requests. Imprint3 reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, the Customer's non-payment. Upon termination for cause, the Customer's right to access or use Customer Data immediately ceases, and Imprint3 shall have no obligation to maintain or forward any Customer Data.
Termination/Reduction in Number of Licenses
This Agreement commences on the Effective Date and will remain in force until it is terminated. This Agreement will automatically renew, for a term equal in duration to the Initial Term, upon the expiration of the Initial Term or any renewal term. Either party may terminate this Agreement or reduce the number of licenses, effective upon the expiration of the then current term, by notifying the other party in writing via registered mail at least thirty (30) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event that the Customer terminates this Agreement (other than by reason of the Customer's breach), Imprint3 will make available to the Customer a file of Customer Data within 30 days of termination notice if the Customer so requests. The Customer agrees and acknowledges that Imprint3 has no obligation to retain Customer Data, and may delete such Customer Data, more than 30 days after termination.
Termination for Cause
Any breach of the Customer's payment obligations or unauthorized use of the Imprint3 services will be deemed a material breach of this Agreement. Imprint3, in its sole discretion, may terminate the Customer's password, account or use of the Service if the Customer breaches or otherwise fail to comply with this Agreement. In addition, Imprint3 may terminate a free account if the Customer does not first log on within 30 days after registration or if 90 days have passed since the Customer last logged on. The Customer agrees and acknowledges that Imprint3 has no obligation to retain Customer Data, and will delete such Customer Data, if Customer has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
Imprint3 reserves the right to cancel the account at any time. Customers may cancel at any time with 30 days notice.
Imprint3 alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to Imprint3, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Customer or any other party relating to the Service. This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, Imprint3, or Intellectual Property owned by Imprint3 to the Customer. Imprint3 name, the Imprint3 logo, and the product names associated with the Imprint3 Products and Service are trademarks of Imprint3. and may not be otherwise used without the express prior written consent of The Company.
Third Party Rights
During use of the Service, the Customer may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties, or representations associated with such activity is solely between the Customer and the applicable third-party. Imprint3 and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between the Customer and any such third-party. Imprint3 does not endorse any sites on the Internet that are linked through the Service. Imprint3 is providing these links to the Customer only as a matter of convenience, and in no event shall Imprint3 or its licensors be responsible for any content, products, or other materials on or available from such sites. Imprint3 provides its services to the Customer pursuant to the terms of this Agreement. The Customer recognizes, however, that certain third-party providers of ancillary software, hardware, or services may require the Customer's agreement to additional or different license or other terms prior to the Customer's use of or access to such software, hardware, or services on behalf of the Customer.
Representation & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Imprint3 represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Imprint3 help documentation under normal use and circumstances. The Customer represents and warrants that it has not falsely identified itself nor provided any false information to gain access to the Service and that the Customer's billing information is correct.
The Customer shall indemnify and hold Imprint3, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by the Customer of the representations and warranties; or (iii) a claim arising from the breach by the Customer or Users of this Agreement, provided in any such case that Imprint3 (a) gives written notice of the claim promptly to the Customer (b) gives the Customer sole control of the defence and settlement of the claim (provided that the Customer may not settle or defend any claim unless it unconditionally releases Imprint3 of all liability and such settlement does not affect Imprint3’s business or Service); (c) provides to the Customer all available information and assistance; and (d) has not compromised or settled such claim.
Imprint3 shall indemnify and hold the Customer and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or trademark of a third party; (ii) a claim, which if true, would constitute a violation of Imprint3 of the representations or warranties; or (iii) a claim arising from breach of this Agreement by Imprint3; provided that the Customer (a) promptly gives written notice of the claim to Imprint3; (b) gives Imprint3 sole control of the defence and settlement of the claim (provided that Imprint3 may not settle or defend any claim unless it unconditionally releases the Customer of all liability); (c) provides to Imprint3 all available information and assistance; and (d) has not compromised or settled such claim. Imprint3 shall have no indemnification obligation, and the Customer shall indemnify Imprint3 pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of the Customer's products, service, hardware, or business process(s).
Disclaimer of Warranties
Imprint3 demands its licensors make no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content; Imprint3 and its licensors do not represent or warrant that (i) the use of the service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (ii) the service will meet the customer's requirements or expectations, (iii) any stored data will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by the customer through the service will meet the customer's requirements or expectations, (v) errors or defects will be corrected, or (vi) the service or the server(s) that make the service available are free of viruses or other harmful components; (vii) the service and all content is provided to the customer strictly on an "as is" basis; and (viii) all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by Imprint3 and its licensors.
Imprint3's services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Imprint3 is not responsible for any delays, delivery failures, or other damage resulting from such problems.
Limitation of Liability
In no event shall either party's aggregate liability exceed the amounts actually paid by and/or due from the customer in the twelve (12) month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to the Customer.
Local Laws and Export Control
This site provides services and uses software and technology that may be subject to the Laws of British Columbia export controls administered by the Canadian Government, the Canadian Revenue Agency Treasury Office of Foreign Assets Control, and other Canadian federal agencies and the export control regulations of the European Union.
Imprint3 and its licensors make no representation that the Service is appropriate or available for use in other locations. If the Customer uses the Service from outside of Canada is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to Canadian law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons or missile projects, unless specifically authorized by the Canadian Government or appropriate European body for such purposes.
Imprint3 may give notice by means of a general notice on the Service, electronic mail to the Customer's email address on record in Imprint3's account information, or by written communication sent by first class mail or pre-paid post to the Customer's address on record in Imprint3's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). The Customer may give notice to Imprint3 (such notice shall be deemed given when received by Imprint3) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Imprint3 at the following address: Imprint3, P.O. Box 2261, Owasso, OK 74055, addressed to the attention of: VP, Marketing.
Modification to Terms
Imprint3 reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify the Customer by posting an updated version of this Agreement on the Service. The Customer is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute the Customer's consent to such changes.
This Agreement may not be assigned by the Customer without the prior written approval of Imprint3 but may be assigned by Imprint3 to (i) a parent or subsidiary; (ii) an acquirer of assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means this online services agreement, and any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the Imprint3 web site specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Imprint3 from time to time in its sole discretion; "Content" means the audio and visual information, data, documents, software, products and services contained or made available to the Customer in the course of using the Service; "the Customer, Customer, You or Customer's" means the individual or legal entity, its directors, officers, affiliates agents, and employees, as identified in the registration and identification data provided to Imprint3 via this web site. Companies or entities who provide similar services or software, including but not limited to Customer Relationship Management (CRM), Sales Force Automation ("SFA"), Enterprise Resource Planning( ERP Software) or other such entities cannot be considered Customers unless specifically given clause through Imprint3. These entities are ineligible to use the service and are not permitted to sign up for it of their own accord. Imprint3 reserves the right to revoke the accounts of any of these entities at its sole discretion without notice; "Customer Data" means any data, information or material provided or submitted by the Customer to Imprint3 in the course of utilizing the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date the Customer begins using the Service; "Initial Term" means the period during which the Customer is obligated to pay for the Service equal to the billing frequency selected by the Customer during the subscription process, i.e.; if the billing frequency is quarterly, the Initial Term is one quarter; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights,mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature; "License Administrator(s)" means those Users designated by the Customer who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms; "License Term(s)" means the period(s), excluding the Initial Term, during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the initial subscription for the Service and any subsequent order forms submitted online, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties and each such Order Form shall be incorporated into and become a part of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail; "Online Order Center" means Imprints3's online application that allows the License Administrator designated by the Customer to, among other things, add additional Users to the Service; "Imprint3" means Imprint3, a Sole Proprietary company, having its principal place of business at P.O. Box 2261, Owasso, Oklahoma 74055, United States of America (collectively "Imprint3") "Service(s)" means the specific edition of Imprint3's online customer relationship management, billing, data analysis, mobile services, social media services and other corporate ERP Software services identified during the ordering process, developed, operated, and maintained by Imprint3's accessible via or another designated web site or IP address or ancillary services rendered to the Customer by Imprint3, to which the Customer is being granted access under this Agreement; "System Administrator(s)" means those Users designated by the Customer who are authorized to create User accounts and otherwise administer the Customer's use of the Service; "User(s)" means Customers, employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by the Customer (or by Imprint3 at the Customer's request).
You are responsible for complying with all of the above and Imprint3 is in no way liable for actions performed using this application.
Subscriber shall be fully and solely liable for any prerecorded audio, voice transmissions, and text messages sent through the Service and fully responsible for compliance with applicable law. Subscriber acknowledges that Imprint3 has no involvement in the acquisition or development of Subscribers call list(s) or control over the content of any transmission or the destination such transmission will be sent nor will Imprint3 be liable for such content.
Subscriber is fully and solely responsible to be aware of, understand, and comply with all of the rules and regulations applicable to Subscriber's use of Imprint3's Service including but not limited to Federal Trade Commission rules and regulations, Federal Communication Commission rules and regulations, National Do Not Call Registry rules and regulations and individual state Do Not Call rules and any applicable individual state or local regulations, Controlling the Assault of Non-Solicited Pornography and Marketing Act, along with any other federal, state, or provincial local laws that may be applicable to Subscribers use of Imprint3 Service. Subscriber agrees not to violate these, or any other federal, state, or local law and represents and warrants that Subscribers use of Imprint3 will not cause Imprint3 to violate these or other similar laws.