Content Provision. Merchant will provide Print Me Coupon with data, graphics, text and other information or material in electronic form, including any third party information included therein (the "Content"). The Content will be delivered to Print Me Coupon electronically via technical specifications mutually agreed upon by the parties (the "Data Feed").
License. Merchant grants Print Me Coupon a nonexclusive, royalty free, worldwide license (a) to use, modify, reproduce, distribute, transmit, and publicly display the Content on Print Me Coupon's website(s) (b) to permit users to view the Content in connection with their use of Print Me Coupon and (c) to use Merchant's trademarks, service marks, trade names, proprietary logos, domain names and any other source or business identifiers ("Marks") in connection with Print Me Coupon's authorized distribution of the Content.
Content Modifications. Print Me Coupon will modify Content solely to fit the format and look and feel of Print Me Coupon's web sites, provided that the text of the Content is not modified or edited. Print Me Coupon may make available portions, rather than the whole, of the Content.
Caching. Merchant agrees that Print Me Coupon and its network service providers may cache the Content on Print Me Coupon's servers and consents to such caching.
Sublicensing. Print Me Coupon will have the right to sublicense the rights set forth in this Section, in connection with any derivative site or distribution arrangement, provided that any sublicensees will be subject to the same restrictions that apply to Print Me Coupon with respect to the use of the Content.
Content Exclusion; No Liability. Notwithstanding anything to the contrary in these Terms, Print Me Coupon is not required to make any Content available through Print Me Coupon, nor will Print Me Coupon have any liability to Merchant for using, modifying, or distributing out of date or incorrect Content.
Removal of Licensed Content. If Print Me Coupon is notified by Merchant or otherwise becomes aware that any portion of the Content: (i) violates the intellectual property right of any third party, (ii) violates any applicable law or is subject to an injunction, (iii) is libelous, defamatory or obscene; (iv) is being distributed by Merchant improperly, or (v) may create liability for Print Me Coupon or is otherwise inappropriate, all as determined solely by Print Me Coupon in its discretion, Print Me Coupon may remove that portion of the Content from Print Me Coupon, or take any other actions with respect to the Content that Print Me Coupon believes are prudent or necessary. Any actions in accordance with this Section do not require notice and will not create any liability between Merchant and Print Me Coupon. Merchant agrees to defend, indemnify and hold harmless Print Me Coupon, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, related directly or indirectly to Merchant’s Content on Print Me Coupon websites.
Merchant IP. Subject to the rights granted to Print Me Coupon herein, Merchant will own and retain as between the parties all right, title and interest in and to the Content and all patents, trade secrets, copyrights, trademarks, and all other intellectual property rights arising under the laws of any jurisdiction ("IP Rights") embodied or incorporated therein, subject to the licenses granted to Print Me Coupon under these Terms. Merchant agrees to execute and deliver such other and further documents and instruments as shall be reasonably be required to allow Print Me Coupon to exercise all such licenses granted to it hereunder.
Print Me Coupon IP. Print Me Coupon will own and retain as between the parties all right, title and interest to Print Me Coupon, Print Me Coupon's web sites, Print Me Coupon services, Print Me Coupon Marks, the look and feel of Print Me Coupon websites and services, and Print Me Coupon websites services, any related functionality and user interfaces, and all IP Rights embodied or incorporated therein.
Merchant Warranties. Merchant warrants to Print Me Coupon: (a) that the Content does not violate the rights of any third parties, including without limitation infringement or misappropriation of any applicable copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, invasion of rights of privacy, publicity or personality; (b) that the Content will not contain any material that is fraudulent, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, or racially or ethnically objectionable, including, without limitation, any material that encourages conduct that would constitute a criminal offense, result in civil liability, or otherwise violate any applicable local, state, national or international law; (c) that Merchant is the owner or is licensed to use and provide the Content to Print Me Coupon for use with Print Me Coupon; (d) that Merchant has the power and authority to enter into and perform its obligations hereunder; and (e) that Merchant will honor any coupon printed by a Print Me Coupon end user from Print Me Coupon websites.
Print Me Coupon Fees. The monthly fee for Merchant use of any of Print Me Coupon's services is Twenty and No/100 Dollars ($20.00) (the “Fee”). The Fee must be paid in full by credit card or other acceptable payment arrangements prior to any usage of such services by Merchant. Unless Print Me Coupon receives written notification from Merchant or Merchant cancels its account pursuant to the instructions on the Print Me Coupon website(s) prior to being billed for that monthly period, Merchant’s account will be renewed monthly and the Fee will be automatically billed to the credit card on file for Merchant on the same date in each successive month as the date of the initial account billing. In the event that the credit card on file is no longer valid, Merchant’s account and any materials posted will be removed from our site(s) until updated payment information is provided. Merchant may cancel its account as noted above, but all Fees charged are nonrefundable.
Disputes. Because Print Me Coupon is not involved in the actual transaction between its end users and Merchants and is not the agent of either for any purpose, Print Me Coupon will not be involved in resolving any disputes such parties related to or arising out of any transaction. Print Me Coupon urges its end users and Merchants to cooperate with each other to resolve such disputes. BECAUSE PRINT ME COUPON IS NOT INVOLVED IN TRANSACTIONS BETWEEN END USERS AND MERCHANTS OR OTHER DEALINGS BETWEEN SUCH PARTIES, IF A DISPUTE ARISES BETWEEN END USERS AND MERCHANTS, MERCHANT RELEASES PRINT ME COUPON (AND ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, AGENTS, REPRESENTATIVES AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. MERCHANT AGREES TO DEFEND , INDEMNIFY AND HOLD HARMLESS PRINT ME COUPON, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL CLAIMS AND EXPENSES,INCLUDING ATTORNEYS’ FEES, RELATED DIRECTLY OR INDIRECTLY TO SUCH END USER CLAIMS AND/OR DISPUTES.
Indemnification. Merchant agrees to defend, indemnify and hold harmless Print Me Coupon, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising directly or indirectly out of the use of this Site or a violation of these Terms by Merchant.
Print Me Coupon's headquarters are in Chicago, Illinois. Legal issues arising out of, but not exclusive to the use of, this Site or the Microsites (unless otherwise specifically stated) are governed by and in accordance with the laws of the State of Illinois (exclusive of its rules regarding conflicts of laws). By using this Site, Merchant agrees that any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof, or the Site or any Microsite, shall be finally settled by arbitration in Chicago, Illinois by a single arbitrator under the commercial arbitration rules the American Arbitration Association. Any award rendered pursuant to such arbitration shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The prevailing party shall be entitled to receive from the other party its attorneys’ fees and costs incurred in connection with any arbitration proceeding and the enforcement of any award.