PrintReleaf Terms of Service

END USER AGREEMENT

Last Modified: 2023-01-04

IMPORTANT – THIS END USER AGREEMENT (THIS “AGREEMENT”) IS A BINDING CONTRACT BETWEEN YOU (“You” “Your” or “Subscriber”) AND PRINTRELEAF INC. (“PRINTRELEAF”). THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE SERVICES. YOU MUST READ AND AGREE TO THIS AGREEMENT BY CLICKING ON THE “I AGREE” BUTTON BELOW. IF YOU DO NOT READ AND AGREE TO THIS AGREEMENT, YOU MAY NOT USE THE SERVICES. BY CLICKING ON THE “I AGREE” BUTTON BELOW, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE BOUND BY ITS TERMS.

1.  SERVICES. PrintReleaf’s services (the “Services”) allow Subscriber to measure and offset the environmental impact of Subscriber’s paper consumption by providing funding to organizations in support of select environmental projects including projects engaged in reforestation efforts (“Projects”). PrintReleaf will obtain information about the amount of paper Subscriber’s printing equipment consumes. Subscriber will have access to PrintReleaf’s online portal (the “PrintReleaf Exchange”) where Subscriber will be able to select Projects to fund to offset Subscriber’s paper consumption.

2.  USE OF SERVICES; TRACKING; OWNERSHIP

    2.1  Use. Subject to the terms and conditions of this Agreement, PrintReleaf hereby grants Subscriber, during the Term, a nonexclusive, nontransferable, non-assignable, non-sublicensable, royalty-free, worldwide right to access and use the Services solely for its internal business purposes in accordance with the terms and conditions herein.

    2.2  Restrictions. Subscriber will not: (a) copy or duplicate the PrintReleaf Exchange or the Services, in whole or in part; (b) permit any third party to access and/or use the Services; (c) rent, lease, loan or sell access to the Services to any third party; (d) interfere with, disrupt, alter, translate, or modify the Services or any part thereof; (e) introduce any viruses, trojan horses, worms, logic bombs or other type of software or similar material which is malicious or technologically harmful; (f) use any device, software or routine that interferes with the proper working of the Services; (g) access the Services other than as permitted by this Agreement or reverse engineer, disassemble, decompile, decode or adapt the PrintReleaf Exchange or any Services, for any purpose, including without limitation to (i) develop, use or build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Services, or (iii) copy any ideas, features, functions or graphics of the Services; or (h) bypass or breach any security device or protection used for or contained in the PrintReleaf Exchange or any Services. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Subscriber regarding the Services or any part thereof and all rights not expressly granted to Subscriber are reserved to PrintReleaf.

    2.3  Tracking. In connection with the Services, Subscriber hereby authorizes and grants permission to other third parties engaged by You to provide printing equipment or printing services (collectively “Print Providers”) to transfer or share any information which is collected, input, or otherwise available to such Print Providers from or about Subscriber’s printing equipment, paper consumption and related information (the “Data”) with PrintReleaf. No Print Provider shall be liable to Subscriber or any third party for damages caused, either directly or indirectly, due to the sharing of the Data with PrintReleaf and Subscriber disclaims any damages against Print Provider arising from or in any way related to this Agreement.

    2.4  Acceptable Use Policy. Subscriber will at all times comply with PrintReleaf’s then current Acceptable Use Policy and Claims Guidance, current copies of which are available at PrintReleaf’s website at https://www.printreleaf.com/acceptable-use and https://www.printreleaf.com/claims, respectively.

    2.5  Use of QR Codes. If PrintReleaf provides PrintReleaf QR Codes in connection with the Services, You agree to use the PrintReleaf QR Codes solely on printed materials that utilized the PrintReleaf Services. You agree You will not use, and You will use reasonable efforts to prevent any other person from using, the PrintReleaf QR Codes on any products, materials or other items that did not utilize the PrintReleaf Services.

    2.6  IP Ownership. The Services, and all present and future worldwide copyrights, trademarks, trade secrets, patents, patent applications, mask work rights, moral rights, contract rights, and other proprietary rights recognized by the laws of any country (collectively “IP”) are owned solely and exclusively PrintReleaf’s and its suppliers’. Except for the limited Use rights granted to You above, nothing in this Agreement gives You any ownership or other rights in or to the IP. Subscriber agrees that PrintReleaf may use any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Subscriber related to the Services and if PrintReleaf incorporates them into the Services, they shall become part of the IP owned by PrintReleaf.

3.  USE OF DATA. Subject to the terms and conditions of this Agreement, Subscriber hereby grants PrintReleaf the limited right to receive from Print Providers, use, access and collect Data to: (a) perform its obligations under this Agreement; (b) meet its reporting requirements to its affiliates and partners; (c) improve the Services; and (d) on an anonymous, aggregated basis, produce and publish case studies or similar materials. Subscriber may use and disclose the Data in its discretion subject to applicable law and the terms and conditions of this Agreement. PrintReleaf enables Subscriber to publish Data via various channels and social networking systems.

4.  CARBON RIGHTS. You acknowledge and agree that You have no claim or right to any benefit or interest which arises or may arises in relation to the act of or the carrying out of carbon sequestration or similar activities, including certified carbon credits, offsets, renewable energy credits, or similar benefits arising from or related to any Services related to reforestation or biomass offsets.

5.  DISCLAIMERS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS,” AND PRINTRELEAF MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT) OR FITNESS FOR A PARTICULAR PURPOSE. PRINTRELEAF DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

6.  LIMITATION OF LIABILITY. TO THE EXTENT LEGALLY PERMITTED BY APPLICABLE LAW, PRINTRELEAF AND ITS SUPPLIERS SHALL NOT BE LIABLE TO SUBSCRIBER FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, REVENUE, GOODWILL, PRODUCTION OR USE, OR BUSINESS INTERRUPTION ARISING OUT OF OR IN CONNECTION WITH PRINTRELEAF’S PERFORMANCE HEREUNDER OR THE USE, MISUSE, OR INABILITY TO USE THE PRINTRELEAF EXCHANGE OR SERVICES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF PRINTRELEAF HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. THE MAXIMUM LIABILITY OF PRINTRELEAF ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL NOT EXCEED $1,000. IN NO EVENT SHALL PRINTRELEAF’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

7.  INDEMNIFICATION. PrintReleaf will defend at its expense any suit brought against Subscriber, and will pay any settlement PrintReleaf makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the PrintReleaf Exchange or Services misappropriate or infringe any third party’s U.S. intellectual property right. PrintReleaf’s obligation as set forth in the foregoing sentence is expressly conditioned upon each of the foregoing: (i) Subscriber shall promptly notify PrintReleaf in writing of any threatened or actual suit; (ii) PrintReleaf shall have sole control of the defense or settlement; and (iii) Subscriber shall cooperate with PrintReleaf to facilitate the settlement or defense of any claim or suit. If any portion of the PrintReleaf Exchange or Services become, or in PrintReleaf’s opinion is likely to become, the subject of a claim of infringement, PrintReleaf may, at PrintReleaf’s option: (a) procure for Subscriber the right to continue using the PrintReleaf Exchange or Services; (b) replace the PrintReleaf Exchange or Services with non-infringing software or services which do not materially impair the functionality of the PrintReleaf Exchange or Services; (c) modify the PrintReleaf Exchange or Services so that it becomes non-infringing; or (d) terminate this Agreement, and upon such termination, Subscriber will immediately cease all use of the PrintReleaf Exchange and Services. Notwithstanding the foregoing, PrintReleaf shall have no obligation under this section or otherwise with respect to any infringement claim based upon (x) any use of the PrintReleaf Exchange or Services not in accordance with this Agreement; (y) any use of the PrintReleaf Exchange or Services in combination with other products, equipment, software or data not supplied by PrintReleaf; or (z) any modification of the PrintReleaf Exchange or Services by any person other than PrintReleaf or its authorized agents. You will defend at your own expense any action against PrintReleaf brought by a third party to the extent that the action is based upon Your material breach of this Agreement. You will pay all costs and damages finally awarded against PrintReleaf in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. This subsection states the sole and exclusive remedy of Subscriber and the entire liability of PrintReleaf, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.

8.  TERM AND TERMINATION. This Agreement is effective on the date You first use the Services and shall continue unless this Agreement is terminated under this section. PrintReleaf may terminate this Agreement at any time for any reason. Upon termination of this Agreement, the rights granted hereunder will terminate and Subscriber must stop all use of the Services. The sections and subsections titled Limitations, Warranties and Disclaimers, Limitation of Liability, Data, Indemnification, Term and Termination, and Miscellaneous will survive expiration or termination of this Agreement for any reason.

9.  USE OF NAME AND LOGO. Subscriber grants to PrintReleaf during the Term a non-exclusive, non-transferable (except as permitted under the subsection titled No Assignment), revocable, royalty-free license (without the right to grant sublicenses) to use Subscriber’s name and logo (together with any trademarks or service marks designated by Subscriber, the “Subscriber Marks”) on its promotional and marketing materials (including its websites) solely to identify Subscriber as user of PrintReleaf Services. At Subscriber’s request, PrintReleaf will modify or discontinue any use of the Subscriber Marks if Subscriber determines that such use does not comply with Subscriber’s then-current trademark usage policies and guidelines.

10.  MODIFICATIONS. You acknowledge and agree that PrintReleaf has the right, in its sole discretion, to modify this Agreement from time to time, and the modified terms become effective 30 days after You are notified. You will be notified of modifications through notifications or posts on the PrintReleaf Exchange and direct email communication from PrintReleaf. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.

11.  ASSIGNMENT. This Agreement is not assignable or transferable by either party without the prior written consent of the other party and any such attempted assignment or transfer shall be void and without effect, except that either party may assign this Agreement without the consent of the other party to (a) any purchaser of all of the stock or substantially all of its assets, or (b) any affiliate upon notice to the other party.

12.  MISCELLANEOUS. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Colorado, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Any legal suit, action or proceeding arising out of or related to this Agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado in each case located in the city and county of Denver, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Any delay in the performance of any duties or obligations will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible. PrintReleaf ’s relationship to Subscriber is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement comprises the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersede and merge all prior discussions between the parties with respect to such subject matters.