TERMS AND CONDITIONS
This User Agreement is a binding contract between You, and Standard Register, Inc., dba Taylor Communications, a Minnesota corporation (“Taylor Communications”) setting forth the terms and conditions under which You are authorized to access Taylor Communications’ eXact/CampaignOne website, presently accessible at www.sendexact.com (the “eXact/CampaignOne Site” or simply the “Site”) and to use the eXact/CampaignOne services available to You at the Site. For purposes of this User Agreement, “You” means the individual attempting to access the eXact/CampaignOne Site as well as the Store, as defined below, on whose behalf the individual is attempting access. You must signify you acceptance of the terms of this User Agreement, by clicking to accept this User Agreement in the place indicated. By entering into this User Agreement, You agree that You have Your Store’s authorization to do so and to bind the Store by Your acceptance. If at any time You do not agree to be bound by these terms, You may not access or use the Site. In exchange for the ability to access and use the Site, and for other good and valuable consideration, the receipt and sufficiency of which You acknowledge, You agree as follows:
Scope of Authorized Access
Communications has entered into agreements with certain franchisors, owners of
retail chains and other similar retail entities (“Enterprises”) to authorize
them and their retail stores, franchisees and/or other retail affiliates
(“Stores”) to make use of Taylor Communications’ eXact/CampaignOne services in
order to develop and implement marketing and promotional programs to their
Stores’ customers. Pursuant to such agreements (“Enterprise Agreements”), a
participating Enterprise’s individual Stores may sign up to use the
eXact/CampaignOne services. Stores that agree with Taylor Communications to
participate will be issued a Login ID and a Password for accessing the Site.
Stores may give the Login ID and Password only to their employees and agents
and for the sole purpose of using the eXact/CampaignOne services available on
the Site for the benefit of the Store. Stores and their representatives agree
not to disclose Login IDs and Passwords to third parties. You may not access or
use the Site without a valid Login ID and Password that You have been
authorized to use by a Store, and You may access and use the Site only as an
employee or agent of the Store, and solely for the benefit of the Store. If the
Store ceases to be a participant of the program, or if the Enterprise with
which it is affiliated ceases to have a valid Enterprise Agreement with Taylor
Communications, You may no longer access and use the Site.
eXact/CampaignOne Site and Services
The eXact/CampaignOne Site provides access to a regular updated database of a Store’s customers, based on data provided by the Store, as well as to Taylor Communications’ proprietary eXact/CampaignOne technology by which a Store may design and implement customized post-card direct mail marketing campaigns to its customers. Such marketing campaigns may be designed by Your Store or its Enterprise. Such campaigns shall generally consist of customized direct mail postcard mailings to a participating Store’s customers or subset thereof. Campaigns may in instances be sponsored by, or include product promotions of affiliates of the Enterprise, such as the manufacturer or distributor of products sold in its Stores (“Affiliates”). The Site provides access to an updated database of Your Store’s customers, the Enterprise and in some instances information about its Affiliates. Enterprises and their Stores are solely responsible for designing and building their promotional campaigns, as by designing target zip codes, designing the content of post cards, identifying recipients, customizing cards to include Enterprise and Affiliate content, if any, and designing cards to qualify for any cooperative advertisement reimbursement. Taylor Communications shall be responsible for fulfilling the promotional campaign as designed and ordered by Stores or their Enterprises. Taylor Communications’ obligation to fulfill a campaign is contingent upon Enterprises and Stores fulfilling their obligations in accordance with the instructions and time deadlines specified on the Site.
Ownership of Store Data
Each participating Store must electronically compile certain information about their customers, and provide such data to Taylor Communications. Your initial upload of customer data must consist of the last eighteen (18) months of Your Store’s customer data, or if less the maximum amount of customer data available. Subsequently, a Store must upload its new customer data on a daily basis. Such data shall be electronically compiled and transmitted when and as directed by Taylor Communications. The delivery of data to Taylor Communications is the sole responsibility of You and Your Store and its Point of Sale solutions provider. Taylor Communications will not be held liable for missing data, and the results of missing data.
As between the Store and Taylor Communications, Store is and shall remain the owner of the Store’s customer data provided to Taylor Communications and any rights in it. Affiliates and others may at times request access to such customer data, but Taylor Communications shall not disclose or distribute same without Store’s express prior written consent. Unless otherwise expressly agreed to by Store, Taylor Communications will release its customer data only on an aggregate basis.
Logos, graphics and other content provided by a Store’s Enterprise or an Enterprise’s Affiliates shall be owned solely by the entity that provided such content, and may be used by Store only as is expressly authorized by this User Agreement, or the Site. If Taylor Communications develops and pays for the art it and all associated rights are owned by Taylor Communications or, if the Store pays or provides the art, it and all associated rights shall be owned by the Store.
Authorized and Prohibited Uses
You may access the eXact/CampaignOne Site (which includes its database and other contents) only for the purpose of managing information about the Store’s customers and designing and implementing eXact/CampaignOne marketing campaigns for Your Store.
You may access such Store data, as well as additional information and graphics that Taylor Communications makes available on the Site to You by Your Enterprise and its Affiliates, in all cases for the purposes of designing marketing campaigns to Your Store’s customers. You may place orders and instructions for the implementation of the marketing campaigns, which instructions shall be executed by Taylor Communications. You may also access the Site to participate in campaigns designed by Your Enterprise and in which You have agreed to participate. You may download and use as You wish (subject to any restrictions imposed by Your Enterprise) all data about Your Store’s customers, which data You own, but all other content and data available on the Site may be accessed and used only as is expressly authorized herein.
You may not: (1) access or use the Site other than as is authorized by this User Agreement; (2) make available Your Store’s Login ID or Password to persons not authorized by the Store to access the Site; (3) attempt to access or use data, content, software or functionality on the Site other than through Your Store’s authorized Login ID and Password; (4) attempt to access or use data, content, software or functionality on the Site other than that of Your Store and its Enterprise and Affiliates, as authorized for use by Your Store; (5) use the Site for the benefit of any third party; (6) republish or distribute information from the Site (including by posting same on any other web site), except as is expressly authorized; (7) disassemble, decode, decompile, or otherwise reverse engineer the Site, including, without limitation, any interfaces or software programs accessible via the Site; or (8) take any action that would impede or interfere with the operation of the Site, alter the contents of the Site without express authorization, or alter or interfere with any other content, site or software that Taylor Communications owns or controls.
Taylor Communications’ Right to Modify
Taylor Communications reserves the right, for any reason and without notice, and in its sole discretion, to terminate, change, suspend, or interrupt access, in whole or in part, to the Site. Taylor Communications further reserves the right to impose additional registration, password and other security precautions on access to and use of the Site.
Procedures For Placing Orders
Taylor Communications’ ability to render eXact/CampaignOne services in contingent upon You following procedures for building and placing orders for such services in accordance with the procedures set forth herein and on the Site. Taylor Communications may modify the procedures set forth herein by modifications to instructions appearing on the Site. Enterprises shall designate with Stores participate in a promotion and which zip codes will be covered in a campaign. Stores designing cards for campaigns shall follow instructions on the Site and, upon completion, shall be able to view proofs of the cards as designed. Upon completion of the plan design, Stores may either HOLD the campaign for implementation later order implementation of the campaign by electing START on the Site. In order for a campaign to be implemented as described herein, Stores and Enterprises must have fully designed their promotional campaigns and entered START not later than 11 p.m. Central Time on Tuesdays. Upon receipt of a timely START order, Taylor Communications anticipates that it will print cards on Wednesday and Thursday of the same week, mail the cards on Friday. Accounts will be bill and funds collected on Saturday. It is Your obligation to officially withdraw a mailing. If You wish to withdraw and avoid financial obligation, You must do so BEFORE the mailing cutoff day and time: 11:00 p.m. Central Time on Tuesdays. You deactivate a campaign by accessing the CAMPAIGN MANAGEMENT area of your site, select the campaign, then select the STOP button to deactivate future mailings. A Store withdrawing from the mailing for any reason is financially responsible for their pro-rata share of fees and charges if they withdraw after the official cutoff time.
In placing an order for Taylor Communications to start a campaign via the Site, You agree to pay to Taylor Communications any fees and charges associated with the order when and as stated on the Site, as well as any sales and related taxes applicable to the provision of goods and rendering of services by Taylor Communications. You agree to pay all such fees in full and in a timely fashion. Unless otherwise expressly agreed to by Taylor Communications, You must pay all fees and charges in full immediately upon billing by Taylor Communications or its designee, and You shall authorize Taylor Communications or its designee to charge a such fees and charges automatically to a current, valid credit card number that You shall provide. Taylor Communications reserves the right to impose additional or different payment terms at any time. In the event that payment is not made as set forth on the Site, Taylor Communications may, in addition to exercising any other rights and remedies available to it, impose an additional fee equal to the lesser of 1.5 percent per month of the past due amount, or the maximum amount assessable under applicable law. In addition, Taylor Communications reserves the right to suspend services to You if Your account is past due. If Your Enterprise/Store does not have a valid credit card, it is up to Taylor Communications’ sole discretion as to whether it/they qualify for a Monthly Summary Billing option in which you will receive a monthly bill for all charges and applicable fees for a particular month.
Legal Notices & Proprietary Rights
You acknowledge and agree to the terms of Taylor Communications’ Legal Notices. You agree not to take any action that would infringe, misappropriate or violate Taylor Communications’ intellectual property interests.
You agree not to upload or otherwise place any information on the eXact/CampaignOne Site that would infringe or otherwise violate anyone’s intellectual property interests or other rights, or that is false, misleading, defamatory, or otherwise contrary to law or regulation.
The eXact/CampaignOne Site (and its contents) is copyrighted subject matter owned by Standard Register, Inc. dba Taylor Communications and/or its affiliates (“Taylor Communications”) and is protected by United States and international copyright law. You may not reproduce, modify, distribute or publicly display the eXact/CampaignOne Site, in whole or in part, except as is expressly authorized by the Taylor Communications User Agreement.
Taylor Communications respects others’ intellectual property rights. If You believe that Your copyright interests are being infringed by anything on the eXact/CampaignOne Site, You must notify us of Your claim by filing a Notice with Taylor Communications’ Copyright Agent:
General Counsel, Taylor Communications
1725 Roe Crest Drive
North Mankato, MN 56003
Your Notice must be in writing (either via by certified or registered mail to the address shown above) and must include: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest that allegedly infringed; (2) a specific description of the copyrighted work that You claim has been infringed, including the web page address of the location where the copyrighted work exists or a copy of the copyrighted work; (3) a description or location of the material on the eXact/CampaignOne Site that You claim is infringing; (4) information we can use to contact You, including Your address, telephone number, and email address; (5) a statement by You that You have a good faith belief that the use of the allegedly infringing material is without the authorization of the copyright owner, its agent, or the law; (6) a statement by You, made under penalty of perjury, that the information in Your Notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.
TAYLOR COMMUNICATIONS, EXACT and CAMPAIGNONE are each service marks of Standard Register, Inc., a Minnesota corporation. You may not use any Standard Register, Inc. marks without its express, written authorization.
You agree to the terms of Our Privacy Statement.
Taylor Communications respects Your privacy. We have provided this Online Privacy Statement to make You aware of how we collect and use individual identifying information of visitors to our web site. As Internet technologies continue to evolve rapidly, these guidelines are subject to change. You will find any such changes posted to this Privacy Statement as posted on our web page, presently at www.sendexact.com (the “eXact/CampaignOne Web Site”).
This Privacy Statement discloses information gathering and dissemination policies regarding the eXact/CampaignOne Web Site. We are not responsible for the content or the privacy polices of Web sites to which we may link.
Notice and Disclosure: The information we collect helps us personalize and continually improve Your experience at sendexact.com. We also collect "automatic information" whenever you interact with us. Like many Web sites, we use "cookies," and we obtain certain types of information when you access sendexact.com. Examples of the information we may collect and analyze include:
· the Internet protocol (IP) address used to connect Your computer to the Internet
· login; e-mail address; password; computer and connection information such as browser type and version,
· operating system and platform.
We use this information to monitor and improve the site's functionality and content, for statistical analysis and to respond to your inquiries or comments. From time to time, we may also use this information to send email messages and promotional materials about our products and services, which many of our visitors find valuable. Notwithstanding, You will always be able to "opt out" whenever You choose. If you opt out however, You may not be able to take advantage of eXact services at the site.
Upon receipt of your request as provided for herein, we will, as promptly as is practical:
· Remove You and Your personal information from our databases
· Correct personal information that you tell us is incorrect
· Permit you to "opt out" of further email contact.
SendeXact Customer Support
1498 SE Tech Center Place
Vancouver, WA 98683
Business Hours: Monday – Friday, 7:30 a.m. - 5:00 p.m. Pacific Time
Information Sharing: While we may share the information we gather with other business divisions within Taylor Communications, we do not share or sell any personally identifiable information about You with third parties. In addition to that we will not share your specific customer information with third party partners without your written consent. We do however, combine data across multiple enterprises (aggregate data), for analytical purposes. This information provides benefit to all customers for comparisons. We work to protect the security of Your information during transmission by using Secure Sockets Layer (SSL) on selected pages, which encrypts information You input.
· We reveal only the last four digits of Your credit card numbers when confirming an order. Of course, we transmit the entire credit card number to the appropriate credit card company during order processing.
· It is important for You to protect against unauthorized access to Your password and to your computer. Be sure to sign off when finished using a shared computer.
The eXact/CampaignOne Site, the compilation of data and information thereon and the software and functionality accessible thereby are, except as is expressly provided herein to the contrary, proprietary to and the confidential and trade secret information of Taylor Communications, and made available to You in confidence. You may not use any such proprietary and confidential information except as is expressly authorized by this User Agreement, and you shall not disclose it or permit access to it to any third party without Taylor Communications’ express, prior written consent.
Taylor Communications does not warrant or guarantee the accuracy, quality, completeness, currency, or validity of any information on the eXact/CampaignOne Site (including, without limitation, database accessible via the Site and its content) or linked from the eXact/CampaignOne Site.
Taylor Communications makes no warranty that the eXact/CampaignOne Site is bug free or error free, that same will operate without any interruption, or that use of same will result in any particular results. The eXact/CampaignOne Site are provided “AS IS” and “WITH ALL FAULTS.” TAYLOR COMMUNICATIONS MAKES NO OTHER WARRANTIES, AND IT DISCLAIMS ALL IMPLIED WARRANTIES CONCERNING THE EXACT/CAMPAIGNONE SITE OR THE SERVICES PROVIDED IN CONNECTION THEREWITH, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES RELATING TO NONINFRINGEMENT, NONINTERFERENCE, ACCURACY, MERCHANTABILITY, TIMELINESS, OR FITNESS FOR A PARTICULAR PURPOSE.
Limitations on Liability; Indemnity
IN NO EVENT SHALL TAYLOR COMMUNICATIONS (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS) HAVE LIABILITY FOR PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST BUSINESS, LOST PROFITS, OR LOST DATA) ARISING IN CONNECTION WITH THIS USER AGREEMENT, THE EXACT/CAMPAIGNONE SITE, THE TAYLOR COMMUNICATIONS’ DATABASE OR THE TAYLOR COMMUNICATIONS’ CONTENT OR THE USE OR INABILITY TO USE THE EXACT/CAMPAIGNONE SITE, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES ARE CLAIMED AND REGARDLESS OF WHETHER TAYLOR COMMUNICATIONS HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. NOT ALL STATE LAWS ALLOW SUCH LIMITATIONS, AND YOUR RIGHTS MAY VARY.
IN NO EVENT SHALL THE MONETARY LIABILITY OF TAYLOR COMMUNICATIONS (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS) IN CONNECT WITH THIS USER AGREEMENT OR THE SERVICES RENDERED IN CONNECTION HEREWITH EXCEED THE TOTAL AMOUNT OF FEES AND CHARGES PAID BY YOU TO TAYLOR COMMUNICATIONS IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AGAINST TAYLOR COMMUNICATIONS FIRST ACCRUED.
You agree to indemnify, defend and hold harmless Taylor Communications, its affiliates, and their respective officers, directors, employees, agents, successors and assigns, from and against any and all claims, liabilities, costs and expenses (including, without limitation, attorneys’ fees and expenses) incurred in connection with or arising from any breach by You of this User Agreement, resulting in connection with or arising from Your use of or inability to use the eXact/CampaignOne Site and services, or in connection with any dispute between You, Your Store and/or its Enterprise or Affiliates, and any of their respective agents or representatives.
Termination; Equitable Remedies
Taylor Communications may terminate this User Agreement at any time, with or without notice and with or without cause. Terms of this User Agreement that, by their nature, survive the termination or expiration of this User Agreement, shall so survive.
You acknowledge and agree that any unauthorized use or disclosure by you of the eXact/CampaignOne Site or any infringement or violation of Taylor Communications’ intellectual property rights shall cause Taylor Communications irreparable injury for which Taylor Communications could not be fully compensated by money damages. You agree that, in the event of such a violation, Taylor Communications would be entitled to seek and recover (in addition to any other available remedies) preliminary and permanent injunctive relief without the necessity of posting bond or security, and further that Taylor Communications would be entitled to recover from you its attorneys’ fees and costs incurred in seeking and obtaining such relief.
Taylor Communications shall have no liability whatever for delays or interruptions in delivery or accessibility of any of the eXact/CampaignOne Site, interruptions of service or other breach of this User Agreement due to fire, explosion, lightning, power surge or failure, water, acts of God, war, civil disturbance, terrorism, acts or omissions of communications carriers, or other causes beyond Taylor Communications’ reasonable control.
This User Agreement shall be governed and construed by the laws of the State of Minnesota, without regard to its choice of law rules. Except as is provided herein to the contrary, any controversy or dispute between you and Taylor Communications relating to this User Agreement or the services rendered in connection herewith, whether based on contract, tort, strict liability or other legal theory, shall be settled by binding arbitration under the rules of the American Arbitration Association. Taylor Communications nonetheless may seek relief in court with respect to any controversies or disputes involving (i) failure to pay amounts due to Taylor Communications, or (ii) violation of Taylor Communications’ proprietary rights. Arbitration or litigation, as the case may be, shall be held within a 50 mile radius of Nicollet County, Minnesota, unless the parties expressly agree to a different location. Arbitration shall be before one (1) arbitrator mutually agreeable to the parties, which arbitrator shall be an attorney and generally familiar with products and services of the type to be rendered under this User Agreement. You agree that, by entering into this User Agreement and accessing and/or using the eXact/CampaignOne Site, You are transacting business in the State of Ohio. Any legal or equitable action arising from this User Agreement or in connection with the eXact/CampaignOne Site shall be commenced and maintained in a court of competent subject matter jurisdiction within the State of Minnesota, and you consent to personal jurisdiction and venue in any such court. In the event it is finally held that jurisdiction or venue is wanting in such a court, an action then may be commenced in any other court having proper jurisdiction under applicable statutes and court rules. In the event of any dispute adjudicated between the parties, whether in litigation or permitted appeal, the prevailing party shall be entitled to recover from the party not prevailing its reasonable attorneys’ fees and costs incurred in such proceeding. The parties agree that neither may bring a claim or assert a cause of action against the other in connection with this Access Agreement, in any forum or manner, more than one (1) year after the cause of action accrued, except where the party could not have reasonably discovered the wrong giving rise to the claim within the basic facts supporting the claim within one (1) year.
This User Agreement will inure to the benefit of and be binding upon the parties, their successors and permitted assigns, insurers and reinsurers. You may not assign this User Agreement without the prior written consent of Taylor Communications. Taylor Communications reserves the right to engage third party contractors or affiliates for purposes of performing Taylor Communications’ obligations hereunder.
Modification of this User Agreement
Taylor Communications reserves the right, in its sole discretion, to modify, alter, or otherwise revise this User Agreement at any time by posting such modified versions on the eXact/CampaignOne Site. You agree to monitor regularly the User Agreement as it appears on the eXact/CampaignOne Site. Your continued use of the eXact/CampaignOne Site after the posting of any modified versions shall constitute agreement to the modified User Agreement. This User Agreement may not otherwise be modified or amended without the prior express written consent of Taylor Communications.
Except as is stated herein to the contrary, any notices to Taylor Communications must be given by postal mail sent to Taylor Communications at the address set forth in the Legal Notices. Any notices to You will be sent to the e-mail address that you provide to Taylor Communications.
Should any term of this User Agreement be finally held by a court of competent jurisdiction to be invalid, unenforceable, void or otherwise contrary to law or equity, Taylor Communications and you agree that such provision shall be automatically severed and the remainder of this User Agreement that can be given effect shall continue to be given effect.
By clicking "I ACCEPT" below, you acknowledge that you have read this User Agreement and agree to be bound by its terms. This User Agreement represent the complete and exclusive agreement and understanding between You and Taylor Communications with respect to the subject matter of this User Agreement, and it supersedes all prior understandings, negotiations and proposals, oral or written. No modification, amendment, waiver, consent or discharge in connection with this User Agreement will be binding unless it modified as provided for herein, or is in writing and signed by an authorized representative of Taylor Communications.