Terms and Conditions

Terms & Conditions for RPI PRINT, Inc. Small Business Fulfillment (API)

These Terms and Conditions (" Agreement") are made and entered between RPI Print, Inc. (" RPI PRINT") and you (" Customer" or " you"). You wish to engage RPI PRINT for the manufacture and fulfillment of professional quality printed products and publications (" Products")using self-serve print on-demand services (" Services") that are in some cases available through the use of proprietary RPI PRINT technology. RPI Print will providesuch Products and Services pursuant to the terms and conditions of this Agreement. By clicking "I Agree", you agree to be bound by this Agreement, and you are indicating that you have read and acknowledge the terms and conditions of this Agreement. If you do not agree to every provision of this Agreement, do not click "I Agree" and do not proceed to access, browse, or use the Services.

BY USING THE SERVICES, YOU AGREE TO FOLLOW AND BE BOUND BY THIS AGREEMENT AND THE PRIVACY POLICY FOR THE SERVICES THAT YOU ARE USING, WHICH IS HEREBY INCORPORATED BY REFERENCE. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT AND THE APPLICABLE PRIVACY POLICY, YOU MAY NOT ACCESS OR USE THE SERVICES.

By accepting this Agreement, you represent that you are 18 years of age or older, or the applicable age of majority in your jurisdiction, and that, if you have accepted this Agreement on behalf of any person or entity, you represent that you have legal authority to do so and that such person or entity agrees to be responsible to us if you or such person or entity violates this Agreement.

Amendments. We may modify any of the terms this Agreement from time to time and such modification will be effective with respect to the Customer's use of the Services at any time after the effective modification date. Customer will be required to agree to the modified terms of this Agreement. If Customer does not agree to the modification, Customer must cease use of the Services.

1. DEFINITIONS

In these Terms unless stated otherwise:

"Affiliate(s)" means any entity or entities that directly or indirectly controls, is controlled by, or is under common control with, a party;

"Business Day", if unmodified, means Monday through Friday, 9:00 AM to 5:00 PM;

"Intellectual Property Rights" means all copyright, moral rights, patent rights, trademarks, design rights, trade secrets, rights in or relating to databases, rights in or relating to confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world;

"Keys" means the unique security keys, secrets, tokens, passwords or other credentials used for accessing the RPI PRINT API for which Customer registers and managing Customer's account;

"Customer Application" means the software application Customer creates that is developed to interface with the RPI PRINT API, that is authorized pursuant to the Keys and that meets the interoperability specifications as RPI PRINT provides to Customer from time to time;

"Local Time" means Pacific Time Zone, adjusted for Daylight Savings Time if in effect at the given time;

"Order" means an order for Products transmitted by Customer to RPI PRINT for fulfillment;

"RPI PRINT API" means an application programming interface made available to Customer by RPI PRINT in order for Customer to receive the Services;

"RPI PRINT Data" means all information, data and materials, whether in oral, written, source code or machine-readable form, either provided by RPI PRINT to Customer or generated by RPI PRINT or Customer in connection the Services, including but not limited to the RPI PRINT's past, present and future plans, businesses, activities, products, services, customers, suppliers development status of the RPI PRINT API, the functionality, operability and other aspects of the RPI PRINT API, the pricing of the Products and Services offered to Customer, and all other information provided by RPI PRINT that is marked as "confidential" or that reasonably should be understood to be confidential;

"RPI Holidays" – RPI Holidays will include:

New Year's Day

Dr. M. L. King Jr. Birthday

Presidents' Day

Memorial Day

Independence Day

Labor Day

Thanksgiving Day

Christmas Eve Day

Christmas Day

"RPI PRINT Privacy Policies" can be found online at https://www.rpiprint.com/compliance

"RPI PRINT Trademark(s)" means such trademarks, logos, brands and company names used to designate the products and services of RPI PRINT and its Affiliates;

"RPI PRINT Website(s)" means any website owned or operated by RPI PRINT or any website nominated by RPI PRINT (including but not limited to those of its Affiliates), including in each case all subdomains and corresponding international domains however accessed (e.g., desktop, mobile applications)

2. SERVICES

RPI PRINT provides the Services to Customer subject to this Agreement. Customer agrees to be bound by this Agreement, which are incorporated herein by reference.

Subject to this Agreement, and so long as Customer complies with all the terms of this Agreement, RPI PRINT grants to Customer, a limited, non-exclusive, royalty-free, revocable, non-assignable, non-sublicensable and non-transferable license to (i) use the Services, and (ii) install, imbed and incorporate the RPI PRINT API, in each case, solely to develop and enable the Customer Application.

Customer will not, and shall ensure that its end users of the Customer Application do not, directly or indirectly: (i) sublicense, rent, lease, sell, loan, transfer, distribute, translate, reverse engineer, decompile, or disassemble or otherwise obtain or attempt to create, derive the source code of the RPI PRINT API; (ii) modify, enhance or otherwise change the RPI PRINT API, or prepare derivative works based on the RPI PRINT API; (iii) copy or otherwise reproduce the RPI PRINT API, or any materials provided in connection there with except as expressly permitted herein; (iv) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the RPI PRINT API; (v) circumvent or attempt to circumvent any methods employed by RPI PRINT to control access to the components, features or functions of the RPI PRINT API, or to prevent unauthorized use of the RPI PRINT API; or (vi) use the Services for purposes of competitive analysis, the development of a competing software product or any other purpose that is to RPI PRINT's commercial disadvantage.

Customer is solely responsible and liable for all Content that Customer (or its end user) uploads, posts, e-mails, or otherwise transmits in connection with the Services (" User Content"). RPI PRINT has no control over, and shall have no liability for, any damages resulting from the use (including without limitation) or misuse by any third party of information made public through the Services. With respect to User Content that Customer transmits to the Services, Customer hereby grants to RPI PRINT a worldwide, royalty-free, non-exclusive license to use, copy, excerpt, reproduce, display, publish, modify, normalize, distribute and create derivative works of such User Content in any form or media, to provide the Services. By transmitting User Content to RPI PRINT, Customer represents, warrants, and covenants that Customer has all rights necessary to grant the licenses set forth in this Agreement, to permit RPI PRINT to use the User Content to perform the Services.

3. METHOD OF PERFORMANCE

3.1 Customer Application

Customer will have sole responsibility for developing and enabling the Customer Application, at Customer's sole cost and expense, that will provide the technical integration between Customer's systems and the Services. Customer acknowledges and agrees that its ability to use the Services is wholly dependent on the availability of the Customer Application and Customer's development of the Customer Application in accordance with the specifications that RPI PRINT makes available to Customer from time to time. RPI PRINT will have no liability for Customer's failure to use the Services or order Products.

RPI PRINT will manufacture and deliver the Products ordered by Customer under the terms of this Agreement.

3.2 Orders

Customer will ensure that the form and content of each Order complies with the Order API Technical Specifications (as RPI makes available to Customer from time to time) and Product specifications, and that image assets accompanying Orders conform to the Content Creation Standards as RPI makes available to Customer from time to time.

On receipt of each Order, RPI PRINT will timestamp that Order with the date and time received, using RPI PRINT's Local Time. Every Order is subject to RPI PRINT's acceptance; any Order not expressly accepted by RPI PRINT is deemed rejected, except where RPI PRINT has commenced production.

On or about [5 pm Local Time] each Business Day, RPI PRINT will transmit electronic acceptance of each Order for Products that was submitted since [5 pm Local Time of the prior Business Day]. RPI PRINT will manufacture, package and ship Products as specified in the Order, in compliance with the terms and specifications herein. After submission of an Order and prior to such time that RPI PRINT has commenced preparation of the Order for shipment, Customer may, using the Customer Application, change the delivery method for an Order and/or the delivery address. If other changes are required prior to such time that RPI PRINT has commenced production on the Order or any part thereof, Customer must cancel that Order and resubmit a new Order with the desired changes.

Customer may, after placing an Order, cancel that Order. If such cancellations are made prior to RPI PRINT transmitting electronic acknowledgement of acceptance for that Order, Customer will incur no charges for that Order. In the event that Customer cancels an Order after RPI PRINT transmits electronic acknowledgement of acceptance for that Order, RPI PRINT will invoice, and Customer will pay for those Products ordered using the rates in effect at the time of Order placement. Customer will not be liable for packaging or shipping costs of an Order canceled if Customer cancels the Order before shipment.

Except as otherwise provided, once RPI PRINT has commenced production of an Order or any part thereof, it will be irrevocable and not subject to change or cancellation by Customer.

3.3 Rejection of Orders

i.. "Non-Conforming Order" means an order that is malformed, contains incomplete or invalid product information, missing or corrupt image data, or incomplete or invalid shipping information, or in any other way does not comply with the terms and conditions of this Agreement.

ii.. "Prohibited Content" means any Content that: (i) is offensive, pornographic, or promotes racism, bigotry, hatred, or physical harm of any kind against any group or individuals; (ii) bullies, harasses, or advocates stalking, bullying, or harassment, of another person; (iii) involves the transmission of "junk mail," "chain letters," unsolicited mass mailing, or "spamming,"; (iv) is false or misleading or promotes, endorses or furthers illegal activities or conduct that is abusive, threatening, obscene, defamatory, or libelous; (v) promotes, reproduces, performs, or distributes an illegal or unauthorized copy of another person's work that is protected by copyright or trade secret law, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protection devices, or providing pirated music or links to pirated music files; (vi) is involved in the exploitation of persons under the age of eighteen (18) in a sexual or violent manner, or solicits personal information from anyone under thirteen (13); (vii) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses and other harmful code; (viii) solicits passwords or personally identifying information for commercial or unlawful purposes from others; (ix) contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software; (x) violates any applicable law (that is, in connection with any jurisdiction relevant to Customer, RPI PRINT, or User Content), including, but not limited to laws and regulations governing hate speech, child pornography, export control, unfair competition, anti-discrimination, and false advertising; (xi) involves commercial activities that are detrimental to our interests; (xii) involves commercial activities or content that harms buyers and/or affects the reputations of others, including but not limited to RPI PRINT distributors, as determined in RPI PRINT's sole discretion; (xiii) features a photograph of another person without that person's permission; or (xiv) otherwise violates this Agreement or creates liability for RPI PRINT. Such content prohibited from selling via third-party channels may include: (i) summaries, workbooks, or similar content for which permission from the original author has not been obtained; (ii) books which have more than 10% of blank pages, including journals, notepads, planners, and publications with similar repetitive, low content; (iii) books or content that mirrors or mimics popular books (for example similar covers, titles, author names, or content); (iv) books that mislead or are likely to cause confusion to the buyer, including without limitation, inaccurate descriptions and cover art, pixelated images, unreadable text, or trimmed content; (v) books or other products listed at prices which do not reflect the book's or product's market value; (vi) books scanned from original versions where parts contain illegible content; (vii) books created using artificial intelligence or automated processes including but not limited to content scraped/collected from Wikipedia, or other online sources and publications, content that violates rights of publicity, public domain titles that are too similar to existing versions of the same title available via other retail sites.

iii.. RPI PRINT may reject a Non-Conforming Order, or an Order that contains Prohibited Content. RPI PRINT will use commercially reasonable efforts to reject such Orders within three (3) Business Days of receipt of the Order. RPI PRINT will provide notice of the rejection to Customer and specify the reason for the rejection. Such notice will be delivered by email or other electronic means to such person designated by Customer. Failure by RPI PRINT to reject such Order within three (3) Business Days of receipt of the Order will not constitute a waiver by RPI PRINT to exercise its right to reject the Order. Failure to reject an Order will not affect RPI PRINT's right to indemnification under this Agreement.

3.4 Manufacturing Time

i. Service Level Agreement for Products

a) Definitions

"Manufacturing Time" means the number of Business Days from Order Acceptance Date to Order Ship Date, the Order Acceptance Date being Day Zero, the day following Day Zero being Day One and so forth. "Order Acceptance Date" means the date upon which RPI PRINT accepts an Order if such date is a Business Day, and otherwise will be the first Business Day thereafter. "Order Ship Date" means the date upon which RPI PRINT marks an Order in its production system as shipped.

b) Manufacturing Time – Up to 5 business days after the Order Acceptance Date.

c) Exceptions to Manufacturing Time

RPI PRINT will not be required to meet the Manufacturing Time requirements set forth in this Agreement for Non-Conforming Orders. RPI PRINT may reject Non-Conforming Orders, or at its option, may attempt to correct a Non-Conforming Order. If RPI PRINT corrects a Non-Conforming Order, the date of such correction will be considered as the Order Acceptance Date.

ii. Advance Notice for Planned Closures, Outage

RPI PRINT will use commercially reasonable efforts to provide no longer than [two (2)] calendar days' advance notice in the event of a planned closure, except for closures for RPI PRINT Holidays, as set forth in this Agreement.

RPI PRINT will use commercially reasonable efforts to provide no longer than [two (2)] calendar days' advance notice in the event of other planned service outages. In such notifications, RPI PRINT will provide an estimated duration for the outages and will, with reasonable notice, notify Customer in the event that the duration of the outage is likely to exceed the estimated duration.

iii. Calendar of Planned Closures, Outage

Routine service and maintenance to RPI PRINT's information systems are performed each Tuesday and Thursday from 04:00 to 06:00 Local Time. Access to RPI PRINT's information systems, including the Service and web portals, may be interrupted during these periods.

RPI PRINT facilities are closed during RPI Holidays.

3.5 Shipping and Carriers

i. Risk of Loss; Transfer of Title

All Orders shipped on RPI PRINT carrier accounts will be shipped FOB Destination to the address provided by Customer, with risk of loss and transfer of title passing to Customer upon delivery of the Order to the designated destination.

ii. Packaging

RPI PRINT will package Products in a manner to reasonably protect the Products from damage in shipping. RPI PRINT will package and ship items for an Order in accordance with the shipping option selected by Customer during the ordering process.

iii. International Shipments

No international shipping options will be made available at this time. RPI PRINT will only ship to United States delivery addresses.

iv. Carriers and Billing

Orders will be shipped using RPI PRINT's account. Estimated charges for shipments made on RPI PRINT's account on behalf of Customer are available on the RPI PRINT Website. The charges for shipments will be in effect as of the Order Acceptance Date. These rates are exclusive of fuel and delivery surcharges which may be assessed by carriers. Shipping charges and surcharges are subject to change without advance notice. RPI PRINT will use commercially reasonable efforts to timely notify Customer of changes in shipping charges and surcharges.

v. Shipping Acknowledgements; Tracking IDs

RPI PRINT will provide electronic shipping acknowledgements for each Order as it is prepared for courier pickup. Such acknowledgements will include a tracking ID for each shipment if provided by the courier.

vi. Undeliverable Goods

In the event that RPI PRINT produces Products, and such Products cannot be delivered due to incomplete or incorrect destination information provided by Customer, or such delivery is rejected by the addressee, Customer will be responsible for payment to RPI PRINT for those Products including any shipping costs incurred by RPI PRINT. Customer and RPI PRINT will agree to a process for handling, re-shipping or scrapping of all undeliverable Products that are physically returned to RPI PRINT.

3.6 Fees and Invoicing

i. Pricing Schedule

The Pricing schedule for Services is set forth on the RPI PRINT Website at: api.rpiprint.com.

Pricing will be subject to change by RPI PRINT in the event Customer requests a modification to the Services provided. Notwithstanding the foregoing, RPI PRINT reserves the right to change the pricing at any time, such change will be reflected on the RPI PRINT Website.

ii. Fees

You acknowledge that we reserve the right to charge for Services and to change our fees from time to time in our discretion, upon posting the price change on the RPI PRINT Website. Upon using the Services, you will be responsible for the payment of any applicable fees, and will pay such fees to us as set forth on the RPI PRINT Website. All prices on the RPI PRINT Website are in U.S. Dollars and we only accept payment in U.S. Dollars. If you initiate payment for any Products or Services in currency other than US dollars, the payment will be converted into the equivalent amount in US dollars using the prevailing exchange rate in use by the company processing the credit card payment.

You agree to pay all fees and charges incurred in connection with your Orders and purchases (including any taxes imposed on your orders and purchases, including, but not limited to, sales, use, or value-added taxes, unless, in cases where you intend to resell or redistribute your product(s), you provide us with sufficient evidence that the order and purchase is made solely for the resale or redistribution of the product your ordered to your customers) at the rates in effect when the charges were incurred. We may automatically charge and withhold such taxes for Orders to be delivered to addresses within any jurisdictions where it deems it is required.

iii. Invoicing and Payment

RPI PRINT will compile Customer's daily Orders into a final fulfillment invoice at the end of each day and the total amount of the fulfillment invoice will be charged to the Customer's credit card on file. The fulfillment invoice will be sent to Customer by email and will include the price for the Services, applicable shipping charges, fuel and delivery surcharges and any applicable fees, surcharges, credits, or adjustments. All invoices will be in US Dollars.

You will be required to give us a valid credit card number (VISA, MasterCard, American Express, or any other issuer then accepted by RPI PRINT) and associated payment information at the time you engage RPI PRINT for fulfillment of your Products, including all of the following: (i) your name as it appears on the card; (ii) the credit card type; (iii) the date of expiration of your credit card; (iv) billing address; and (v) any activation numbers or codes needed to charge your card. We currently do not accept cash, checks, or any other payment form. Your credit card issuer agreement governs your use of your designated credit card, and you must refer to that agreement and not this Agreement to determine your rights and liabilities as a cardholder. You agree that no additional notice or consent is required before we invoice the credit card for all amounts due and payable. By providing us with your credit card number and associated payment information, you agree that we are authorized to immediately charge your account for all fees and charges invoiced. You agree to immediately notify us of any change in your billing address or the credit card used for payment hereunder. We reserve the right, at any time, to change our prices and billing methods for RPI PRINT API, either immediately upon posting on the RPI PRINT Website, or by e-mail.

iv. Disputes

You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement, or such dispute will be deemed waived. Billing disputes should be notified to the following address: RPI Print, Inc., 3325 S. 116th St., Suite 161, Tukwila, WA 98168. If we do not receive payment from your credit card issuer or its agent, your Order will be deemed cancelled.

v. Returns and cancellations

RPI Print does not proof, edit, or change content submitted via the RPI PRINT API in any way. This means it's your responsibility to review file integrity and compliance to RPI API specifications before your submission. Typical errors that can occur are:

• Typos, grammar, unfinished text, or other text errors
• Low-resolution images that may appear blurry in print or onscreen
• Dark images that appear dark on screen (we don't lighten your images to match what you see on a backlit screen)
• Design issues, including book format, organization, style, color, and page layout

You are responsible for the content of your file submission.

On the off chance your printed product arrives damaged, with a material manufacturing defect, or a material defect in workmanship, contact us via our Customer Support within 30 days of receipt and we will work with you to secure a replacement copy if necessary. Please note that each printed product you order from us is individually made by one of our print sites or partners. There may be minor differences across different prints of the same product and/or across products printed by our different printing sites or partners, including, but not limited to, slight variances in color fidelity and binding type. While we work very hard to keep our products as consistent as possible, this variation is a normal occurrence and is not considered a manufacturing defect or a defect in workmanship and does not qualify for a reprint.

A User can cancel an order for approximately three hours from the time of payment. Past three hours, we cannot provide refunds or cancel orders, and except for the cases expressly described in this return policy (i.e., we agree to replace your printed product because it arrives damaged, with a material manufacturing defect, or a material defect in workmanship), we will not accept returns.

3.7 Support Services

i. Web Portal

RPI PRINT will maintain a Web Portal that enables Customer to view real-time order and shipment information for Products.

ii. Customer Service Support

RPI PRINT will provide commercially reasonable customer service support to Customer. Customer may request support from RPI PRINT's customer support by email: printapicustomersupport@rpiprint.com. RPI PRINT will at all times use commercially reasonable efforts to cooperate with Customer to resolve issues with the fulfillment and shipment of Orders for Products. RPI PRINT's customer support will be available during the following hours, except on RPI PRINT Holidays or planned closures: Monday-Friday 8am – 5pm US Pacific Time.

iii. Technical Support

RPI PRINT will use commercially reasonable efforts to provide technical support to assist Customer in troubleshooting issues related to order transmission to RPI's API Service. Customer may request technical support from RPI PRINT's technical support by email: printapicustomersupport@rpiprint.com. Technical support will be available during the following hours, except on RPI Holidays or planned closure: Monday-Friday 8am – 5pm US Pacific Time.

RPI PRINT will seek to provide Emergency Technical Support to Customer for circumstances that prevent or materially limit Customer's ability to access the Order Service. Emergency Technical Support will be available all days and times via RPI's Emergency Help Desk phone number.

4. DEVELOPER AND ACCOUNT KEYS

In order to obtain access to the Services, Customer must register for a developer account. Upon Customer providing the requested registration information (" Registration Information"), and subject to any other terms and conditions set forth herein, RPI PRINT may issue Customer one or more Keys in RPI PRINT's sole discretion. Customer may not sell, transfer, sublicense or otherwise disclose the Keys to any other party. If Customer becomes aware of any unauthorized use of the Keys, the Customer agrees to notify RPI PRINT immediately. CUSTOMER IS ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE KEY AND PASSWORD AND FOR ANY AND ALL ACTIVITIES (INCLUDING PURCHASES, AS APPLICABLE) THAT ARE CONDUCTED THROUGH CUSTOMER'S ACCOUNT. Customer is responsible for ensuring that the Registration Information provided by Customer is at all times accurate, current and complete. Customer's failure to provide accurate, current and complete Registration Information may result in RPI PRINT terminating Customer's ability to use the Services and terminating the Keys.

5. CUSTOMER OBLIGATIONS AND CONDUCT

i. Customer agrees to use the Services only for purposes that are permitted by this Agreement.

ii. Customer hereby specifically agrees not to:

a. pretend to be RPI PRINT, any of its Affiliates, or an agent of RPI PRINT or its Affiliates or someone else, or otherwise misrepresent Customer identity or affiliation;

b. forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any RPI PRINT Data transmitted through the Services;

c. engage in activities that would violate any fiduciary relationship, any applicable local, state, national, or international law, or any regulations having the force of law;

d. download any file posted by another that cannot legally be distributed in such manner;

e. interfere with or disrupt the RPI PRINT Data or Services, servers or networks connected with the RPI PRINT APIs, or violate any requirements, procedures, policies or regulations connected thereto;

f. provide, procure or permit third party access to the Services or RPI PRINT Data unless expressly authorized by RPI PRINT;

g. transmit any materials: (i) that Customer does not have the right to transmit, under any law or contractual or fiduciary relationships, including, without limitation, any inside information or proprietary or confidential information; (ii) that infringes any Intellectual Property Rights or misappropriates any trade secret or right of privacy of any third-party;

h. transmit software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or use any robot, spider, or other automatic device to monitor or copy portions of the RPI PRINT Website or Services;

i. be injurious to the interests of RPI PRINT, or other users of the Services as determined by RPI PRINT in its sole discretion;

j. conduct Customer's business using the Services in a way that is unfair, unlawful, or constitutes a deceptive business practice; or

k. mirror or display the Site or any portion thereof in frames without RPI PRINT's prior written permission.

iii. Notwithstanding anything to the contrary, Customer agrees that if Customer uses the Services in a way that RPI PRINT finds unacceptable for any reason, including if Customer violates this Agreement, RPI PRINT may require that Customer immediately stop such usage, terminate Customer's access to the Services and cease all use of the RPI PRINT API, in RPI PRINT's sole discretion.

iv. Customer agrees to provide RPI PRINT with access to Customer Application and/or other materials related to Customer's use of the Services as reasonably requested by RPI PRINT to verify Customer's compliance with this Agreement. Customer agrees that RPI PRINT may monitor online the Customer Applications and Customer agree not to block or interfere with such efforts by RPI PRINT.

v. Customer agrees that RPI PRINT may (i) modify, suspend or terminate Customer access to the Services or any of its RPI PRINT Data or Services (ii) remove any RPI PRINT Data from the Services at any time without any liability to Customer and without the requirement of providing prior notice.

vi. Customer is solely responsible for Customer Applications that Customer has developed, and RPI PRINT is not liable to Customer or any other party (including Customer's end-user) for damages of any sort resulting from use of the Services or Customer Application. Customer will indemnify, defend and hold harmless RPI PRINT and its Affiliates from any and all losses, liabilities, fines, damages, costs and expenses including legal fees, judgment, interest and penalties arising from or in connection with the Customer Application or Customer's or its end user's use of the Services.

vii. Customer is solely responsible for the quality of the Customer Application, and RPI PRINT is not liable to Customer or any other party (including the end-user) for damages of any sort resulting from any decision by RPI PRINT to reject Customer's Orders submitted through the Services.

viii. Customer will not engage in any 'screen scraping', any automated algorithm, device, method, system, software or manual process to access, use, search, copy, monitor or extract data (in whole or in part) from or through any RPI PRINT Website. Customer will take all reasonable steps to prevent third parties from screen scraping or the use of other automated data collection of the RPI PRINT Data from Customer Application.

6. PUBLICITY AND TRADEMARK USE

i. Customer will not use any logos, trademarks or services ("RPI PRINT Marks") or name of RPI PRINT or any Affiliate of RPI PRINT without RPI PRINT's prior written consent.

ii. Customer agrees that it will not: create, acquire, license or support any internet keyword or search term which contains any of the RPI PRINT Marks.

iii. The Customer agrees that it will not: register any trademark, trade name, trade dress, service mark, or domain name that is identical to or confusingly similar to any of the RPI PRINT Marks.

iv. Customer grants to RPI PRINT (including RPI PRINT's third-party production partners) a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, royalty-free license to use the trademarks and service marks of Customer (collectively, " Customer Marks"), only as necessary to comply with the packaging requirements of this Agreement and as otherwise by written consent of Customer, until such time that all Services in connection with this Agreement have been completed by RPI PRINT. RPI PRINT will use the Customer Marks in accordance with Customer's trademark usage guidelines as provided from time to time to RPI PRINT in writing. All rights, interest, and title to such Customer Marks and all goodwill arising out of the use of such trademarks and service marks will insure in the benefit of the Customer.

7. INTELLECTUAL PROPERTY AND LICENSE

i. As between the Parties, RPI retains all right, title, and interest in any property, information, data, materials, systems, technology, including RPI PRINT Data and all Intellectual Property Rights in the Services (collectively, " RPI Property"), exclusive of User Content. To the extent that by operation of law or otherwise, any right, title, or interest in or to the RPI Property, including any improvements or modifications thereto, (including Intellectual Property Rights) vests in Customer or its employees or other representatives, Customer hereby irrevocably and unconditionally assigns and agrees to assign, and will cause all such employees or other representatives to assign, to RPI PRINT and forever waives and agrees never to assert, and will cause all such employees and representatives to forever waive and agree never to assert, any and all such right, title, and interest. Customer will and will cause all such employees and other representatives to execute all documents and take all other actions requested by RPI PRINT in connection with the foregoing assignments and waivers. At RPI PRINT's request, Customer will assist RPI PRINT in obtaining protection for any Intellectual Property Rights in the Services arising out of this Agreement.

ii. The Customer agrees and understands that RPI PRINT may be evaluating similar proposals and/or transactions with other parties, including, but not limited to potentially competing companies, and may be considering, currently or in the future, internal developments similar to those being discussed by the Parties. Nothing in this Agreement will restrict the right of RPI PRINT to create, protect (whether by patent, trademark, copyright, trade secret or other means), procure or market any products or services, including, but not limited to those that may be competitive with those offered by Customer. Customer further agrees not to challenge or make claims against or to such RPI PRINT products or services.

iii. Customer understands and acknowledges that RPI PRINT may be independently creating applications, content and other products or services that may be similar to or competitive with Customer Application and its content, and nothing in this Agreement will be construed as restricting or preventing RPI PRINT from creating and fully exploiting such applications, content and other items, without any obligation to Customer.

iv. This Agreement will not be construed to limit either party's right to independently develop or acquire applications or services without use of the other party's confidential information (including without use of the RPI PRINT Data by Customer). Nothing in this Agreement deprives either party of the ownership rights to any independently developed or received information.

8. DATA PROTECTION

i. Personal data of Customer, and other data provided by Customer to RPI PRINT, may be used and disclosed to provide the Services and as otherwise permitted by RPI PRINT's Privacy Policy, available at https://www.rpiprint.com/compliance/ (the " RPI PRINT Privacy Policy"). Customer consents to the collection, processing and storage by RPI PRINT of Customer information, including personal information, in accordance with the terms of the RPI PRINT Privacy Policy.

ii. The statutory and operational regulations concerning data protection shall be observed. Customer will accordingly impose the same obligations that apply to Customer on its employees and subcontractors who should in any way be involved in the contractual performances, and upon RPI PRINT's request, hand over to RPI PRINT the relevant documentation.

iii. The provision of personal data of customers to Customer requires an appropriate consent of the customer in the data transmission. Customer will obtain all consents from the customer or end user prior to transmitting such data to RPI PRINT, so that RPI PRINT may use and disclose such data for the purposes set forth in this Agreement, including without limitation to provide the Services. Customer agrees to comply with all applicable laws and regulations, and the terms of the RPI PRINT Privacy Policy, with respect to any access, use and/or submission by Customer of any personal information in connection with the Services.

9. TERM AND TERMINATION

This Agreement will remain in full force and effect while you use the Services.

RPI PRINT may terminate this Agreement at any time and for any reason, effective upon 90 days' written notice to Customer.

Either Party may terminate this Agreement upon written notice to the other party in the event of a material breach of the obligations and regulations of this Agreement.

Effective upon termination of this Agreement:

1. RPI PRINT will cease providing the Customer with Services; and
2. The Customer and its Affiliates will immediately cease using the Services and the RPI PRINT API and will promptly remove the RPI PRINT API from the Customer Application.
3. The parties agree that the RPI PRINT Data is and shall remain confidential in perpetuity.
4. All Orders that have an Order Acceptance Date prior to the effective termination date will be fulfilled and RPI PRINT will invoice Customer for such Orders and charge Customer's credit card as provided in this Agreement.
5. The provisions of Sections 1 (Definitions), 3.6 (Fees and Invoicing), 5 (Customer Obligations and Conduct), 6 (Publicity and Trademark Use), 7 (Intellectual Property and License), 8 (Data Protection), 9 (Term and Termination), 11 (Representations and Warranties), 12 (Limitation of Liability), 13 (Release), 14 (Indemnity), 15 (Electronic Communications), 17 (Governing Law), 18 (Relationship of Parties), 19 (Notices), 20 (Force Majeure), 21 (Other) and 22 (Copyright/Trademark Protection) will survive termination or expiration of these Terms.

10. RPI PRINT MODIFICATIONS AND SUPPORT

i. RPI PRINT has no obligation to provide Customer with support, software upgrades, enhancements, or modifications to the RPI PRINT API or the Customer Application. Customer understands that the RPI PRINT API is provided on an "as is" basis. RPI PRINT has the right to enhance, upgrade, modify or deprecate any or all RPI PRINT APIs, Services, Keys, or RPI PRINT Data at any point in time without giving prior notice to Customer.

ii. Customer understands and agrees that Customer is solely responsible for the Customer Applications and for providing user support and any other technical assistance for Customer Applications.

iii. Customer acknowledges and agrees that RPI PRINT may modify the RPI PRINT Data and/or Services at any time and such modification may create technical issues with Customer Applications, including rendering them unusable until Customer has modified the application for use with the modified RPI PRINT Data and/or Services and Customer agrees that RPI PRINT will have no liability for such technical issues.

11. REPRESENTATIONS AND WARRANTIES

THE PRODUCTS, SERVICES, THE CONTENT OF THE SERVICES, AND THE RPI PRINT DATA ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER RPI PRINT NOR ITS SUBSIDIARIES AND AFFILIATES, BUSINESS PARTNERS, CONTRACTORS, CLIENTS AND SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (COLLECTIVELY, THE " RPI PRINT PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS,IMPLIED, OR STATUTORY, AS TO: (A) THE PRODUCTS AND SERVICES; (B) THE CONTENT OR THE RPI PRINT DATA; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO THE SERVICES. IN ADDITION, THE RPI PRINT PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THAT ANY RESULTS WILL BE ACHIEVED, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

THE RPI PRINT PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES OR THE SERVER THAT MAKES THE SERVICES AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE RPI PRINT PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION OR RPI PRINT DATA (INCLUDING ANY INSTRUCTIONS) ON THE SERVICES IS ACCURATE, COMPLETE, OR USEFUL. CUSTOMER ACKNOWLEDGES THAT CUSTOMER'S USE OF SERVICES AND RPI PRINT DATA IS AT CUSTOMER'S SOLE RISK. THE RPI PRINT PARTIES DO NOT WARRANT THAT CUSTOMER'S USE OF THE SITE OR SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE RPI PRINT PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO CUSTOMER TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO CUSTOMER AND THIS AGREEMENT.

BY ACCESSING OR USING THE SERVICES CUSTOMER REPRESENTS AND WARRANTS THAT CUSTOMER'S ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE CUSTOMER ACCESSES OR USES THE SERVICES. CUSTOMER REPRESENTS AND WARRANTS THAT NO INTELLECTUAL PROPERTY IT PROVIDES TO RPI PRINT IN ASSOCIATION WITH THE SERVICES AND PRODUCTS INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTIES.

THE RPI PRINT PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.

12. LIMITATION OF LIABILITY

CUSTOMER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR CUSTOMER'S USE OF THE RPI PRINT API, CUSTOMER APPLICATION, SERVICES AND RPI PRINT DATA. ANY USE OF THE RPI PRINT API, SERVICES AND RPI PRINT DATA IS AT CUSTOMER'S OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE RPI PRINT PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOSS OF REVENUE, INCOME OR PROFITS, LOST BUSINESS OPPORTUNITY, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS TO OR USE OF THE SERVICES OR PRODUCTS (INCLUDING, BUT NOT LIMITED TO, USER CONTENT OR RPI PRINT DATA, AND LINKS TO THIRD PARTY SITES), OR THE ORDER, RECEIPT OR USE OF ANY PRODUCT OR SERVICE, OR OTHERWISE RELATED TO THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM ANY RPI PRINT PARTY, OR FROM EVENTS BEYOND THE RPI PRINT PARTIES' REASONABLE CONTROL, SUCH AS SITE INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS OR OMISSIONS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE RPI PRINT PARTIES' RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED) OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE RPI PRINT PARTIES (JOINTLY) ARISING OUT OF OR IN ANY WAY RELATED TO THE ORDER OR RECEIPT OF PRODUCTS, USE OF THE RPI PRINT API OR USE OF SERVICES EXCEED THE AMOUNT PAID FOR THE PRODUCTS OR SERVICES THAT ARE THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE THE RPI PRINT PARTIES' SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER, ON BEHALF OF ITS HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL AND PERSONAL REPRESENTATIVES, HEREBY RELEASE, WAIVE, ACQUIT AND FOREVER DISCHARGE THE RPI PRINT PARTIES FROM AND AGAINST, AND COVENANT NOT TO SUE ANY SUCH RPI PRINT PARTY FOR, ALL CLAIMS CUSTOMER HAS OR MAY HAVE ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT.

13. RELEASE

You hereby release us, our subsidiaries, affiliates and our and their respective officers, employees, agents, and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with other Users.

If you are a California resident, you hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

14. INDEMNITY

To the fullest extent permitted by applicable law, Customer agrees to defend, hold harmless and indemnify the RPI PRINT Parties from and against any claims, liabilities, costs or damages, including reasonable attorneys' fees and paralegal fees through final appeals, made by any third party, relating to or arising from Customer's use of the Services, RPI PRINT Data or any User Content that Customer transmits to or through the Services, any violation of this Agreement by Customer, or any other act or omission by Customer, including Customer's violation of any rights of another, arising from Customer's use of the Services. Customer further agrees that RPI PRINT shall have control of the defense or settlement of any third party claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Customer and RPI PRINT.

15. ELECTRONIC COMMUNICATIONS

The communications between you and us use electronic means, whether you visit the RPI PRINT Website or otherwise use the Service or send us e-mails, or whether we post notices on the RPI PRINT Website or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

16. U.S. EXPORT CONTROLS

RPI PRINT API and software available in connection with the Services (the "Software" ) is further subject to export controls of the United States and other jurisdictions. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of export laws of the United States or any other applicable jurisdiction.

17. GOVERNING LAW

RPI PRINT's headquarters and principal operations, including control and supervision of the RPI PRINT Website, are based in 3325 S 116th St, Tukwila, WA 98168. This Agreement is governed by the laws of the State of Washington, without regard to its "choice of law" or "conflict of laws" provisions that would apply the laws of another jurisdiction. The UN Convention on Contracts for the International Sale of Goods shall not be applicable.

18. RELATIONSHIP OF PARTIES.

RPI PRINT and Customer are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or in your other products that would reasonably contradict anything in this section.

19. NOTICES.

RPI PRINT may give any notice required by this Agreement by means of a general notice on the RPI PRINT Website, electronic mail to your e-mail address on record with us, or by written communication sent by first class mail or pre-paid post to your address on record with us. Such notice will be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to us, addressed to the attention of our Chief Operating Officer (such notice will be deemed given when received by RPI PRINT) at any time by any of the following: (i) letter sent by confirmed facsimile to us at the following fax number: 415-364-6301; (ii) letter delivered by nationally recognized overnight delivery service, first class postage, or prepaid mail to RPI PRINT at the following address: Chief Operating Officer, RPI Print, Inc., 3325 S. 116th St., Suite 161, Tukwila, WA 98168.

20. FORCE MAJEURE.

Either party will not be liable for non-performance or delay in performance (other than of obligations regarding payment of money) caused by any event reasonably beyond the control of such party including, but not limited to wars, hostilities, revolutions, riots, civil commotion, national emergency, pandemics, epidemics, fire, flood, earthquake, force of nature (including extreme weather conditions), explosion, embargo, or any "act of God."

21. OTHER

This Agreement is accepted upon your use of the RPI PRINT Website or any of the Services. This Agreement constitutes the final, complete, and exclusive agreement between RPI RPINT and Customer regarding the subject matter hereof and supersedes and merges all prior discussions between the parties. If any provision of this Agreement is found to be invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives to the greatest extent possible under any applicable law and the remaining provisions will continue in full force and effect. RPI PRINT's failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The parties of this Agreement have expressly required that the present Agreement be drawn up in the English language. Please contact RPI PRINT with any questions regarding this Agreement. Customer may also receive a copy of this Agreement in (in ASCII text format) by contacting RPI PRINT by email: printapicustomersupport@rpiprint.com.

22. COPYRIGHT/TRADEMARK INFORMATION.

Copyright © 2022 RPI Print, Inc. All rights reserved. The RPI PRINT Marks displayed on the RPI PRINT Website or in connection with the Services‎, and all RPI PRINT Data (collectively, " Our ‎Materials")‎, are the property of RPI PRINT or other third parties. You are not permitted to use these RPI PRINT Marks or any other of Our Materials without the prior written consent of the third party that owns the RPI PRINT Marks, or us, in the case of Our Materials. As between you and us, we own any and all rights, title, and interest in ‎and to Our Materials, and all ‎intellectual property rights related to Our Materials.‎ Your only permission to use Our Materials is as set ‎out herein.