Terms and Conditions of Service for Printer Subscribers
These Terms and Conditions of Service ("Agreement" or "Terms") are an agreement by and between you (the "Subscriber" or "You") and eStore Printing, a Minnesota Limited Liability Company ("eStore Printing"). This Agreement constitutes a legal document that details Your rights and responsibilities as a subscriber to eStore Printing's services and explains the basis upon which transactions between You and eStore Printing will take place.
1.0 ACCEPTANCE OF TERMS.
1.1 eStore Printing reserves the right, in its sole discretion, to change, modify, add, or remove all or part of this Agreement, including but not limited to any term, applicable fee, policy, or guideline, at any time without notice or acceptance by You, except as otherwise provided in the Agreement. Regardless of whether eStore Printing has provided You individual notice, Your continued use of the Services following eStore Printing's notice or posting of changed Terms will constitute Your acceptance of such changes. It is Your responsibility to check regularly for changes to the Terms and ensure that any contact or billing information You provide to eStore Printing is updated and correct. IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS, DO NOT COMPLETE THE SUBSCRIBER SIGN-UP PROCESS.
1.2 BY COMPLETING THE REGISTRATION PROCESS ("Registration Process") AND CLICKING THE ACKNOWLEDGEMENT BOX, YOU: (a) agree to be bound by this Agreement; (b) represent and warrant that, if You are an individual, You are 18 years old or older or, if You are an entity, that You are a corporation, partnership, or other legal entity duly formed and in good standing where required to do business with all legal authority and power to accept this Agreement; (c) agree to provide true, accurate, current, and complete information in the registration form, including billing and payment-related information and other account information (all together, the "Account Information"), and agree to maintain and update this information to keep it true, accurate, current, and complete; and (d) represent and warrant that You have the power and authority to enter into and perform under this Agreement. If You are a third party accessing an account(s) on behalf of an account owner (e.g., as an administrator, consultant, analyst, etc.), You agree that this Agreement governs Your activities on behalf of such account owner. Notwithstanding the foregoing, You are fully responsible for all activities under Your account, whether authorized by You or not. You agree to be bound by all applicable agreements, policies, or procedures posted on Your Website, as well as any changes that may be made to them.
2.0 DESCRIPTION OF SERVICES.
2.1 The Services governed by this Agreement are as follows:
(a) Website. Subscriber is granted a non-exclusive, non-transferrable license to use eStore Printing's ePrint Plus Printers software to create a Website for Subscriber's business use. Subscriber owns and is responsible for the content of the Website, but does not own the Website.
(b) Domain name. The Services do not include domain name services.
(c) Web hosting. eStore Printing will host the Website at all times. Subscriber acknowledges that eStore Printing leases web hosting space from a third-party vendor and does not maintain its own servers.
(d) Custom web programming (optional). Subscriber must enter into a separate Statement of Work ("SOW") with eStore Printing for custom web programming work. Any SOW must be signed by both parties, shall be subject to the terms of this Agreement, and shall set forth the scope, timeline, and pricing for the custom work to be completed.
2.2 Except for the rights expressly granted herein, this Agreement does not transfer from eStore Printing to You any eStore Printing developed, licensed, or owned technology, including the Website. All rights, title, and interest in and to such technology will remain solely with eStore Printing. You acknowledge and agree that the Services and any necessary software used in connection with the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You agree that You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from eStore Printing. The Services include a non-exclusive, non-transferable license to customize and use the Website only on a server controlled by eStore Printing. The Services, including the Website license, are non-transferable and cannot be sold or otherwise transferred.
2.3 eStore Printing reserves the right at any time to revise and modify the software or technology used to deliver the Services, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of such software, without notice to You. If any revision or modification to the Services, or the underlying software or technology, materially changes Your ability to conduct business, Your sole remedy is to cancel the Services. Unless explicitly stated otherwise, any new features that augment or enhance the Services, including the release of new Service resources, shall be subject to this Agreement. In order to use the Services, You must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any fees associated with such access. You are responsible for obtaining and maintaining all telephone, computer hardware, and other equipment needed for Your access to and use of the Services, and for all related fees.
2.4 eStore Printing reserves the right to establish limitations on the extent of any support provided for the Services, and the hours at which support is available. eStore Printing may require a separate SOW, and may charge additional fees, for certain support services.
3.0 PRICING AND PAYMENT TERMS.
3.1 Subscriber will pay a monthly support and licensing fee of $99.95 (the "Fee") for the Services. The Fee will be charged to Your credit card on the 1st or the 15th day of each month in advance of the month of service (the "Payment Due Date"). (For example, the Payment Due Date for February Services is January 1 or 15 .) Subscriber shall choose its Payment Due Date at the time Subscriber completes the sign-up process. It is Subscriber's responsibility to provide eStore Printing with Subscriber's credit card information and to ensure that such information is current and accurate, including the expiration date. Failure to do so could result in termination of the Services. Subscriber is responsible for and shall pay all federal, state, or local sales, use, excise, gross receipts, municipal fees, transfer, transaction, property, or similar taxes, fees, or surcharges imposed on, or with respect to, the Services under this Agreement.
3.2 If Subscriber's selected payment method is invalid or Subscriber otherwise fails to make payment within 10 days of the Payment Due Date, the Services will be terminated effective as of the last day of the month in which the Payment Due Date occurred. Upon termination, all data relating to Subscriber's Services may be removed from eStore Printing's servers by eStore Printing with or without notice, and all the information contained within deleted permanently. eStore Printing will have no liability for information or content that is deleted due to an invalid payment method or failure to pay Fees by the Payment Due Date.
3.3 In the event legal action is necessary to collect any balances due (including fees agreed to in a SOW), You agree to reimburse eStore Printing for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses. You also agree to pay all current charges for the Services as well as taxes and fees assessed against You or eStore Printing on the charges as stated on Your bill.
3.4 Subject to the terms and conditions of this Agreement, Subscriber acknowledges that eStore Printing may change prices, discount rates and transaction fees from time to time. Your continued use of the Services after notice of a fee change constitutes Your acceptance of the new fees and Your agreement to pay such fees under this Agreement. eStore Printing shall provide notice by e-mail at least 30 days prior to the effective date of any pricing changes. Such notice shall be e-mailed to You at Your e-mail address on file with eStore Printing.
4.0 TERM AND TERMINATION.
4.1 The Effective Date of this Agreement will commence on the date You click the acknowledgement box to acknowledge that You have read and agree to these Terms. This Agreement shall remain in effect for one (1) year from the Effective Date and will automatically renew for subsequent one (1) year terms.
4.2 Either party may terminate this Agreement upon written notice to the other party. Regardless of the termination date, Subscriber will not receive a refund for any fees Subscriber may have paid to eStore Printing. Either party may terminate this Agreement at any time for a breach of this Agreement by the other party that has not been cured within 10 business days after the breaching party receives written notice of the alleged breach from the other party. In the event a ruling, regulation, or order issued by a judicial, legislative, or regulatory body causes eStore Printing to believe that this Agreement and/or the Services provided hereunder may be in conflict with such rules, regulations, and/or orders, eStore Printing may suspend or terminate the Services, or terminate this Agreement without liability.
4.3 eStore Printing, in its sole discretion and without liability to Subscriber, may immediately suspend or terminate this Agreement, the Services, Subscriber's access and password; or may remove the Website or any Subscriber content from eStore Printing's servers if eStore Printing concludes, in its sole discretion, that Subscriber is engaged in activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or any state or foreign territories in which Subscriber conducts business; the sale of illegal or harmful goods or services; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; and activities designed to harm minors in any way. Such termination shall be effective immediately and Subscriber agrees that is shall not have an opportunity to cure. Subscriber further agrees that it shall not be entitled to receive a refund of any Fees paid for the month in which termination occurs.
4.4 Upon termination, You shall have no further rights to the Services, including the Website. The Website will be removed. . Upon termination, You will no longer have access to the Website and all information contained therein may be permanently deleted by eStore Printing without notice to You. eStore Printing shall have no liability for such deleted information or content.
4.5 You expressly waive any statutory or other legal protections which conflict with the terms of this Section 4.
5.0 MODIFICATION OF THIS AGREEMENT.
Subscriber agrees that eStore Printing may modify this Agreement from time to time. Subscriber agrees to be bound by any changes eStore Printing may reasonably make to this Agreement when such changes become effective. Should Subscriber elect to cancel this Agreement, Subscriber will not receive a refund for any fees Subscriber may have paid to eStore Printing.
6.0 WEBSITE CONTENT.
6.1 You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services, links to other World Wide Web sites or resources, and other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that You, and not eStore Printing, are entirely responsible for all Content that You upload, post, transmit, or otherwise make available via the Services. The Content must comply with this Agreement, and any applicable law or regulation.
6.2 You shall not post, transmit, retransmit, or store material on or through any of the Services which (i) is in violation of any local, state, federal, or foreign law or regulation; (ii) is threatening, obscene, indecent, defamatory, or that otherwise could adversely affect any individual, group, or entity; or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent, or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for Your use. You agree to indemnify and hold harmless eStore Printing from any claims resulting from the use of the Services which damages You or any other party.
7.0 COMPLIANCE WITH LAWS.
7.1 You agree to comply with all applicable U.S. and non-U.S. laws, rules, regulations, and orders, including, but not limited to, tax and intellectual property, including copyright, content, sales, mail-order, commerce, and ecommerce laws and regulations. You shall be responsible for determining which laws or regulations are applicable to Your use of the Services. You shall, upon eStore Printing's request, provide eStore Printing with assurance of Your compliance with those laws. You acknowledge that eStore Printing exercises no control whatsoever over the content of the information passing through Your site(s) and that it is Your sole responsibility to ensure that the information You and Your users transmit and receive complies with all applicable laws and regulations.
7.2 You agree to comply with the export, re-export, and import laws and regulations of the United States and other applicable countries where you operate or do business. Specifically, but without limitation, You represent and warrant that you (i) will not use the Services to directly or indirectly conduct, promote, or facilitate business in countries and/or with nationals or members of governments that are subject to U.S. embargoes or trade sanctions; (ii) are not a party identified on any government export exclusion lists nor using the Services to conduct business with a party identified on such lists; (iii) will not use the Services to export items, content, or materials to prohibited parties or countries, as identified in applicable export and import regulations, or for military, nuclear, missile, chemical, or biological weaponry end users or end uses; and (iv) will defend, indemnify, and hold eStore Printing harmless against any liability (including attorneys' fees) arising out of or related to Your failure to comply with applicable export, re-export, and import laws and regulations.
8.0 DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ESTORE PRINTING EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
(b) YOUR USE OF THE SERVICES AND ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES, INCLUDING ANY THIRD-PARTY DATA, IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
(c) THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS, AND YOU MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS.
(d) NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE OR PROFITABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
(e) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
(f) ESTORE PRINTING ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS OR FOR THE ACCURACY, TIMELINESS, OR MISDELIVERY OF ANY THIRD-PARTY DATA.
(g) ESTORE PRINTING MAY UPDATE THE SOFTWARE SUPPORTING THE SERVICES FROM TIME TO TIME. UNDER NO CIRCUMSTANCES WILL ESTORE PRINTING ASSUME ANY LIABILITY WHATSOEVER IN CONNECTION WITH ANY SUCH UPDATE, INCLUDING, BUT NOT LIMITED TO, LIABILITY WITH RESPECT TO DATA LOSS, DATABASE CORRUPTION, CACHING, CUSTOM DESIGN, AND/OR THIRD-PARTY PLUG-INS.
(h) THE SERVICES ARE DESIGNED TO SERVE CERTAIN NEEDS OF SMALL, INDEPENDENTLY OWNED AND OPERATED BUSINESSES IN THE UNITED STATES. THE SERVICE IS NOT INTENDED TO SUPPORT THE NEEDS OF LARGE ENTERPRISES OR INTERNATIONALLY BASED BUSINESSES. WITHOUT LIMITATION OF ANY OF THE FOREGOING PROVISIONS OF THIS SECTION, ESTORE PRINTING PROVIDES NO WARRANTIES WITH RESPECT TO USE OF THE SERVICE OUTSIDE OF ITS INTENDED PURPOSES OR ITS INTENDED CUSTOMERS.
9.0 MISCELLANEOUS PROVISIONS.
9.1 Intellectual Property. Subscriber agrees that eStore Printing (including its parent and affiliate companies) owns all proprietary rights, including but not limited to copyrights, patents and trade secrets, trademarks, and service marks and that this Agreement does not transfer ownership of any of these rights. eStore Printing expressly reserves its rights in and to all such content and materials. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to Subscriber or conferred upon Subscriber by this Agreement or otherwise, except as specifically set forth herein. Subscriber will not use any of eStore Printing's trademarks or other intellectual property unless specifically authorized by eStore Printing nor will Subscriber register any trademark, patent or copyright that is substantially similar to one owned by eStore Printing. Subscriber agrees not to use eStore Printing's trademarks, including its web site URLs, as keyword terms in any online advertising agreements.
9.2 Unauthorized Use, Confidentiality and Nondisclosure. Subscriber agrees that Subscriber will exercise a reasonable level of care and discretion to prevent and restrain the use, disclosure, or reproduction of eStore Printing Confidential Information. "Confidential Information" means nonpublic information, including eStore Printing's intellectual property, software and technology and any information that eStore Printing designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential by Subscriber. Confidential Information includes, but is not limited to, information in tangible or intangible form relating to and/or including released or unreleased products, the marketing or promotion of any of eStore Printing products, eStore Printing business policies or practices, and information received from others that eStore Printing is obligated to treat as confidential. Confidential Information does not include any information, however designated, that is or subsequently becomes publicly available without Subscriber's breach of any obligation under this Agreement; became known to Subscriber prior to disclosure under this Agreement; became known to Subscriber from a source other than eStore Printing other than by the breach of an obligation of confidentiality; or is independently developed by Subscriber. This obligation shall continue during the term of this Agreement and for three (3) years after the termination of the Agreement. Upon the discovery of any unauthorized use or copying of eStore Printing products or services, Subscriber will immediately notify eStore Printing and shall take such actions necessary to stop the unauthorized use or prevent future unauthorized use. Subscriber acknowledges that the Confidential Information is of a unique and valuable character, and that unauthorized dissemination of such information would destroy or diminish its value. The damages to eStore Printing resulting from unauthorized dissemination of its Confidential Information would be impossible to calculate. Therefore, Subscriber agrees that eStore Printing shall be entitled to injunctive relief preventing disclosure of its Confidential Information. Such injunctive relief shall be in addition to any other remedies allowed or permitted by this Agreement and by applicable law. Subscriber agrees that it will pay eStore Printing's attorneys' fees and costs incurred in obtaining any such relief.
(a) Subscriber agrees that all notices, including notices of changes to this Agreement, from eStore Printing to Subscriber (except for notices concerning breach of this Agreement) may be posted on eStore Printing's web site (www.estoreprinting.com) and will be deemed delivered within fifteen (15) days after posting.
(b) Notices from eStore Printing to Subscriber concerning breach of this Agreement will be sent either to the email address Subscriber has on file with EStore Printing or mailed to the postal address Subscriber has on file with eStore Printing. In both cases, delivery shall be deemed to have been made five (5) business days after the date sent.
(c) Notices from Subscriber to eStore Printing shall be made either by email to firstname.lastname@example.org or first class mail to our postal address at: EStore Printing, LLC, 1760 88th Place North, Maple Grove, Minnesota 55369. Delivery shall be deemed to have been made five (5) business days after the date sent.
9.5 Non-Solicitation. Subscriber agrees that it will not approach eStore Printing employees with proposals to hire them as its own employees or contractors. If Subscriber were to hire any of EStore Printing employees, Subscriber agrees to pay eStore Printing for each employee hired the greater amount of three years salary for that employee as Subscriber is to pay such employee, or $200,000.
9.6 Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT ESTORE PRINTNG, AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS,SHALL NOT BE LIABLE,UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ESTORE PRINTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE SERVICES OR THE SOFTWARE; (iii) THE COST OF PROCUREMENT OF 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 THE SERVICES; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; (vi) ANY GOOD OR SERVICE OFFERED OR SOLD THROUGH THE SERVICSE; OR (vii) ANY OTHER MATTER RELATING TO THE SERVICES. ESTORE PRINTING'S LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY YOU TO ESTORE PRINTING OVER THE COURSE OF THE EXISTING TERM. YOU ACKNOWLEDGE THAT ESTORE PRINTING HAS SET ITS PRICES IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
9.7 Nonperformance due to Circumstances Beyond a Party's Control. Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. Subscriber agrees that eStore Printing is not responsible for any disruption in the Services (such as the unavailability of the server on which the Website is hosted), and eStore Printing shall not be liable to Subscriber for any damages, including lost business, as a result of any disruption.
9.8 Subscriber's Representations and Warranties. Subscriber represents and warrants that all information provided by Subscriber as part of the registration process is complete and accurate. Subscriber also represents and warrants that each sales order Subscriber makes is being done so in good faith and that Subscriber has no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party's registration, trademark or trade name.
9.9 No Assignment. Subscriber may not assign its rights or duties under this Agreement to another without the express written consent of eStore Printing, and any attempted assignment or delegation without such consent will be void. eStore Printing may assign its rights and obligations under this Agreement without notice. eStore Printing also may delegate the performance of Services to third parties. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.
9.10 Severability. The terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the Agreement will be interpreted in accordance with applicable law as closely as possible in line with the original intention of both parties of the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.
9.11 Governing Law. This Agreement and the relationship between Subscriber and eStore Printing shall be governed by the laws of the State of Minnesota without regard to its conflict of law provisions, and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. Any action relating to or arising out of this Agreement shall be brought in the courts of Hennepin County, Minnesota, and Subscriber agrees to submit to the personal jurisdiction of the courts located within said County. eStore Printing's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
9.12 Entire Agreement. This Agreement constitutes the entire understanding and contract between the parties and supersedes any an all prior and contemporaneous, oral, or written representations, communication, understandings, and agreements between the parties with respect to the subject matter herein. Nothing in this Agreement, express or implied, shall be deemed to confer any rights or remedies upon, nor obligate any of the parities hereto, to any person or entity other than such parties, unless so stated to the contrary.
9.13 No Joint Venture. This Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between Subscriber and eStore Printing. Neither Subscriber nor eStore Printing will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.
In addition to the indemnification provisions set forth elsewhere in this Agreement, You agree to indemnify and hold harmless eStore Printing, and its officers, directors, shareholders, employees, and agents, from any claim, demand, or investigation, including reasonable attorneys' fees and costs, made by any third party due to or arising out of Your use of the Services, including but not limited to the Website, Your content, the goods or services offered or sold through the Website; any alleged violation of this Agreement or any applicable law or regulation; or any alleged violation of any rights of another, including but not limited to Your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with the Services. eStore Printing reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse Your indemnity obligations.