Service Agreement

The following agreement is between LETTERSTREAM, Inc. ("LETTERSTREAM") of 16631 N 91st Street, Suite 106, Scottsdale, AZ 85260 and You ("client")

WHEREAS, LETTERSTREAM is a value-added printing and mailing company, providing a variety of printing, mailing and data management tools both over the Internet (“Online”) and offline to its clients;

WHEREAS, Client seeks to utilize LETTERSTREAM via the Internet for its own purposes;

WHEREAS, the parties acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, LETTERSTREAM can make no guarantee that any given user shall be able to access LETTERSTREAM’s servers at any given time. LETTERSTREAM represents that it shall make every good faith effort to ensure that its servers are available as widely as possible and with as little service interruption as possible;

NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows;

Term: This agreement shall last for a period of one year from beginning with the date of the first use of LETTERSTREAM’s services once the provisions of “Acceptance of Terms” have been met and shall continue from year to year thereafter.

Acceptance of Terms: To obtain full access to the LETTERSTREAM Inc. website and services, you must read the terms and conditions of service set forth below herein and agree to be legally bound by the obligations imposed on you in this Service Agreement. By clicking the "Login" button (on the Login page), you accept the terms and conditions of this Agreement. We may amend this Agreement by posting the changes on our website, these changes will be effective 10 days after being posted.

LETTERSTREAM is a Tool for Creating & Mailing Documents: You are solely responsible for and assume all liability arising from all data and documents that you and any other person using your User ID and password process using the LETTERSTREAM website. If you or a third party notifies us of a problem document, or if we become aware of a problem document created by you, we may review the document and take any action with respect to the document that we deem necessary in our sole discretion, including, but not limited to, refusing to mail the document. The fact that we may review a document and allow the document to be mailed does not mean that: (1) we approve or endorse the content of the document, (2) the document complies with all applicable laws, or (3) you will not incur any liability or harm arising from the document.

Customer is Responsible For Delivering Data: LETTERSTREAM’s customers are solely responsible for determining what customers are to receive mailings and for extracting that data from their system and delivering that data in the proper format. LETTERSTREAM customers are solely responsible for determining the timing of data file delivery to LETTERSTREAM.

Data Processing Parameters: LETTERSTREAM promises to process on demand, all data received via its website upload process within its process guarantee time frame – listed on the service invoice and on the pricing agreement. All data that LETTERSTREAM receives is rendered into a “PDF” file and then delivered via the “delivery method” that is setup on the LETTERSTREAM.com website (see the LETTERSTREAM.com website for a full description of available delivery methods).

Data Processing Checks & Balances Process: To insure that 100% of the data received is completely and properly processed, LETTERSTREAM employs multiple checks and balances in its processing methodology. After file upload, the LETTERSTREAM upload process displays a preliminary record count to the customer that serves to insure that the file is complete (customer is to compare this record count with their “expected” record count). In addition, this process checks for an “end of file” marker, checks for data continuity and checks for the correct number of fields in each records. Notwithstanding the normal checking process employed by LETTERSTREAM, the customer is required to validate the quantity of records and review an appropriate quantity of document records for accuracy and completeness. Once the customer has reviewed and approved the data and document records and clicks “confirm” LETTERSTREAM will begin processing, printing and/or mailing as agreed upon for the specific mailing job being uploaded. After processing is complete, LETTERSTREAM delivers a service invoice that indicates final processing counts reflecting configuration of the delivery methods setup for each document and the nature of the document and processes thereto.

Return Address on Your Statement: LETTERSTREAM will automatically print your return address, as provided by you, on every document that you create using the LETTERSTREAM website. It is a breach of U.S. Postal Regulations to show a false return address on mail.

Your Content & Information: All information, ("DATA") you upload using the LETTERSTREAM website is solely your responsibility. You must evaluate and bear all risks associated with the use of any of your DATA and mailing of your document or other material. You represent and warrant to LETTERSTREAM that you and your authorized users have the full right, power, and authority to perform any function with relation to this DATA.

You Will Comply with All Laws: When you use the LETTERSTREAM website in any way such as ordering the creation, printing, emailing, faxing or electronic presentation on a website and mailing of documents or other information, you will comply at all times with all applicable United States federal, state and local laws, statutes, regulations, and ordinances and will not take any action that harms or violates the rights of any person or entity.

Service Guarantee: LETTERSTREAM promises to make reasonable commercial efforts to process all data received within its service standards. The LETTERSTREAM system will send a service invoice via email. This invoice will serve as a notification of computer processing completion, following every job. LETTERSTREAM promises to make all reasonable commercial efforts to insure website and service access. LETTERSTREAM will not be liable for any anticipated or unanticipated outages, loss of data or interruption of service. – see Limitation of Liability

If for any reason you are not satisfied with the product or service that you receive from LETTERSTREAM, contact us within 30 days of your original order and we will provide you with replacements or a refund, less applicable fees.

Pricing: Pricing for LETTERSTREAM’s various services are listed on the service invoices and are subject to change at any time. Prices may change for any reason, or no reason, and will certainly change in the event of a US Postal Service postage rate increase which impacts LETTERSTREAM’s products and services.

Payment Terms: Billing for services will be on a job-by-job basis. Payment will be due immediately. Service charges may be levied for late payments – see LETTERSTREAM service invoice for details. Website access, data access and processing may be suspended at any time that any payment is more than 15 days late.

LETTERSTREAM May Cooperate with Third Parties: You authorize LETTERSTREAM and its vendors and contractors to cooperate with the U.S. Postal Service and any U.S. or non-U.S. law enforcement or governmental agency, which cooperation includes, but is not limited to, LETTERSTREAM voluntarily disclosing (i.e. without being subject to a lawful order to disclose) to the U.S. Postal Service, and any U.S. or non-U.S. law enforcement and/or governmental agency any or all of your information, data and documents.

Third Party Customer Information: As part of any number of our services, you will be uploading customer data, as well as, marketing communications, creative materials and documents to us for processing. LETTERSTREAM understands that full ownership of the data files and creative materials provided by our clients will remain the exclusive property, including all rights thereof, of the rightful owners of such data and materials. We agree to process the data provided by our clients, for the sole purpose of providing them with data processing and printing services. LETTERSTREAM agrees not to use said data for any additional purpose, and also agrees not to disclose your customer’s data to any other organization or individual in any manner that would be outside of the scope of the requested services, except as has been otherwise noted in this agreement.

Third Party Data and Data in the Aggregate: LETTERSTREAM may disclose aggregated user statistics to describe our services to prospective customers, potential partners or acquirers and or other third parties for other lawful purposes.

Business Transfers: As we continue to develop our business, we might sell or buy businesses or assets. In such transactions, customer information generally is one of the transferred business assets. Also, in the unlikely event that LETTERSTREAM, or substantially all of its assets are acquired, customer information will of course be one of the transferred assets.

Other: LETTERSTREAM may also disclose user account and other information in special cases when we have reason to believe that disclosing this information is necessary to identify, contact or bring legal action against someone who may be violating LETTERSTREAM’s Service Agreement or may be causing injury to or interference with (either intentionally or unintentionally) LETTERSTREAM’s rights or property, other LETTERSTREAM’s users, or anyone else that could be harmed by such activities. LETTERSTREAM may disclose or access account information and other information when we believe in good faith that the law requires it and for administrative and other purposes that we deem necessary to maintain, service, and improve our products and services.

THE SECURITY PRECAUTIONS WE TAKE TO PREVENT YOUR ACCOUNT INFORMATION AND DATA FROM BEING LOST, MISUSED, OR ALTERED Your LETTERSTREAM account information is password-protected so that your staff may have access to the account. We recommend that you do not divulge your password to anyone. LETTERSTREAM will never ask you for your password in an unsolicited phone call or in an unsolicited email. Also remember to sign out of your LETTERSTREAM account and close your browser window when you have finished your work. This is to ensure that others cannot access your account if you share a computer with someone else or are using a computer in a public place like a library or Internet café. LETTERSTREAM promises to secure your data with its sole definition of commonly practiced and reasonable commercial methods.

Indemnity: You will indemnify and hold LETTERSTREAM, Inc., and its subsidiaries, affiliates, officers, shareholders, employees, agents, printers, contractors, vendors, co-branders, suppliers, internet service providers, and partners harmless from any loss, cost, claim, demand or other harm of any kind, including reasonable attorneys’ fees, due to or arising out of your information, your content, your use of this website, the use of this website by any person who uses this website while logged on under your user name and password, documents mailed using your user name and password, your default under any provision in this User Agreement, your violation of any laws and your violation of any rights of another person.

Agreement Termination: Notwithstanding anything contained to the contrary herein, either party hereto may terminate this agreement for any reason or no reason, with or without cause, by providing 30 days prior written notice to the other of its intention to so terminate this agreement. LETTERSTREAM will not be liable to Client or any third-party for any suspension or termination of its services, Client’s access to this website, service or Client’s Content.

After Agreement Termination: LETTERSTREAM in its sole discretion and without notice to you, will: (1) terminate your access, your customers’ access and any other third party’s access to LETTERSTREAM’s websites or their use of any feature of its websites, (2) remove and discard all of your Information and DATA stored on the website. LETTERSTREAM will not be liable to you, your customer or any third-party for any suspension or termination of your access to these websites, your DATA or other information.

Links: This website may provide, or third parties may provide, links to other World Wide Web sites or resources. LETTERSTREAM is not responsible for the availability of any external sites or resources to which we hyperlink ("Linked Sites"), and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from Linked Sites. LETTERSTREAM will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any Linked Sites.

LETTERSTREAM Proprietary Rights: This website and any necessary software used in connection with it ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Content contained in sponsor advertisements or information presented to you on this website may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by LETTERSTREAM or its advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on this website or the Software, in whole or in part. LETTERSTREAM grants you a non-transferable and non-exclusive right and license to use the object code of its Software on your computers provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software.

Limitation of Liability: LETTERSTREAM will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if LETTERSTREAM has been advised of the possibility of such damages), resulting from: (1) the use or the inability to use this website; (2) the cost of procuring substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from this website; (3) unauthorized access to or alteration of your transmissions or data; (4) statements or conduct of any third party on this website; or (5) any other matter relating to LETTERSTREAM’s websites. Our liability and the liability of our printers, suppliers, contractors and vendors, to you or any third parties in any circumstance is limited to the lesser of (1) the amount of fees you pay to us in the 12 months before the action giving rise to liability, or (2) $1000.

Notice: Notices from us to you and from you to us may be given by either email or regular mail. Notice is deemed given 24 hours after an email is sent, unless the sending party is notified that the email address is invalid. If we use the U.S. mail to send you a notice, the notice will be deemed given 3 days after the date of mailing.

General Information: No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. This Service Agreement and the agreements incorporated herein are the entire agreements between you and LETTERSTREAM and governs your use of this website. This User Agreement supercedes any prior agreements between you and LETTERSTREAM. You also may be subject to additional terms and conditions that may apply when you use affiliate or other services, third-party content or third-party software. The User Agreement and the relationship between you and LETTERSTREAM will be governed by the laws of the State of Arizona without regard to its conflict of law provisions. You and LETTERSTREAM agree to submit to the personal and exclusive jurisdiction of the courts located in Maricopa County, Arizona. The failure of a party to exercise or enforce any right or provision of this User Agreement will not constitute a waiver of the right or provision. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.



 

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