The following agreement ("Agreement") sets forth the terms and conditions on which Unisource Worldwide, Inc., its parent and subsidiaries, through it's Paper Plus Division, ("Unisource", "Paper Plus" or "We") offers Your company (also referred to as "You" and "Your") access to this Internet web site (the "Site") to purchase Unisource products through the Site and have them shipped to You from a Paper Plus store of your choice. This Site is for companies located within the United States only. By clicking on "Yes" below, You indicate that as an authorized representative of Your company You have read, understand and agree to be bound by the entire Agreement below, as well as all posted operating rules and policies of the Site. If You do not agree with any of the terms and conditions herein, click on the "No" button below, and You will be automatically linked back to the Unisource home page.
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General Requirements. Use of the Site is limited to entities which are (i) duly organized and validly existing pursuant to the laws in their state of formation; (ii) located within the United States; and (iii) authorized to do business in the state in which the Unisource products will be ordered from and the state to which they will be shipped. Additionally, You may not purchase products over the Site until You have completely and truthfully completed the registration forms on the Site and obtained a user ID and password for each employee Your company authorizes to use the Site. |
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Your Information. Your information includes any information You provide to us during the registration process ("Your Information"). You represent, warrant and covenant that Your Information is complete and accurate. In the event Your Information changes, You are obligated to update it by clicking on the "Modify Registration" button on the Site. Unisource may use Your Information consistent with the way Unisource uses its other customers' information in general. In addition, Unisource may take any action with respect to Your Information that we deem necessary or appropriate in our sole discretion if we believe it may create liability for either of us. |
| 3. | Authorization to Verify Information. Unisource reserves the right to (i) verify Your Information and (ii) terminate Your access to and use of the Site temporarily or permanently without cause, notice or liability to You if Unisource, believes that any of Your Information is inaccurate or incomplete or cannot be verified. Unisource may use a third party to verify Your Information and You agree to hold such party harmless from any liability in connection therewith. |
| 4. | Product Information. Information about products on our site is accurate at the time of publication. Some product information is provided to Unisource by its suppliers and vendors. Typographical errors involving pricing, product weight, shipping, etc. may occur from time to time. In this instance, the published prices and other related information at the Paper Plus Corporate Office in Atlanta, Georgia shall supersede any such incorrect information. Any web images and descriptions of Unisource products shall be understood to be representations only of said products. Variations in the users' computer equipment, web browser, or other software may affect these web images. For more accurate and complete product information, call 1.888.PAPERPLUS. |
| 5. | Copyright. You acknowledge that the content, layout, and navigation of the Site, including without limitation text, software, music, sound, photographs, video, graphics or other material contained of the Site (collectively, "Content") is either owned by Unisource or licensed from third parties and is protected by United States and international copyright, trademark, patent and other applicable laws and treaties. The compilation (meaning the collection, arrangement, and assembly) of all content on the Site is the exclusive property of Unisource and protected by U.S. and international copyright laws. All software used on the Site is the property of Unisource or its software suppliers and protected by U.S. and international copyright laws. The content and software on the Site may be used as a shopping, selling, and e-card resource. This Agreement does not transfer any right, title, or interest in the Site or the Content to You, and You may not copy, display, reproduce, perform, distribute, modify, transmit, republish, or delete any aspect of the Site or Content, or create derivative works therefrom. |
| 6. | Trademarks. PAPER PLUS is a registered trademark of Unisource, in the United States. Paper Plus and other Paper Plus graphics, logos, and service names are trademarks of Unisource. Unisource's trademarks may not be used in connection with any product or service that is not Unisource's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Unisource. Other Trademarks on the Site not belonging to Unisource are the property of their respective owners and /or organizations. |
| 7. | Use of Site. The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by Unisource. Unisource and its parents and affiliates reserve the right to refuse service, terminate accounts, and/or cancel orders at its discretion, including, without limitation, if Unisource believes that customer conduct violates applicable law or is harmful to the interests of Unisource and its parents and affiliates. Any attempt by any individual, group, organization, or other entity to reproduce, modify, or otherwise affect or damage the Site, its contents, customers, technology, or transactions will be construed as a malicious and criminal assault upon the assets and resources of Unisource and will be vigorously prosecuted to the fullest extent of the law. |
| 8. | Web Links. Unisource may display URLs or icons that allow Users to link to other web sites, including, without limitation, sites operated by third parties. Any content, representations or warranties made on such other web sites are the sole responsibility of the operator of such sites, and Unisource assumes no liability, obligation, or responsibility for such content, representations, or warranties. |
| 9. | Right to Modify or Terminate Site. At any time and for any reason without notice or liability, Unisource may suspend or terminate the operation of the Site or modify any aspect of the Site and this Agreement. Such action will not have any effect on orders already placed through the Site, except that if the Site is suspended or operation has been terminated, You will have to call 1-888-PAPERPLUS for order status and other requests. |
| 10. | Offers to Buy. Unisource will post electronic product catalogues so registered users can check Unisource product pricing and availability, purchase Unisource products, and verify the status of a shipment on the Site. Unisource's posting of its catalogue or the contents thereof is only an invitation to negotiate with You and shall not be construed as an offer. By clicking on "place order now" You agree that You are submitting a non-revocable legally binding offer, and that the PaperPlus store's acceptance of such offer shall create a legally binding contract between You and Unisource. Notwithstanding the foregoing, Unisource reserves the right to reject any offer You submit for any reason. Taxes as applicable will be determined upon billing based on final unit price and cost of shipping. Upon acceptance of an order, You will receive a telephone call from the appropriate PaperPlus location to confirm Your order and notify You of shipping costs and applicable sales tax. In addition, Your order may be delayed or canceled if Your Information is incomplete or inaccurate, in which case, Unisource will have no liability to You. In the following order of priority, sales contracts hereunder shall be subject to (i) the terms and conditions contained in this Agreement and (ii) any duly executed and applicable terms and conditions of purchase and sale between You and Unisource. To the extent there is a conflict, the terms and conditions of this Agreement shall govern. Any other terms and conditions, such as but not limited to standard purchase order terms and conditions shall not apply to use of the Site, the services or purchases made hereunder. |
| 11. | Risk of Loss. Shipment of the products you purchase is available at a fee, which will be calculated and disclosed to you prior to shipment. Risk of loss and title for such products pass to you upon our delivery to the carrier. |
| 12. | System Integrity. You may not use any technique, device, software, routine or any other action to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted herein. You may not take any action, which imposes an unreasonable or disproportionately large load on our Site or infrastructure. You may not disclose to or share Your password or user ID with any third party or use such information for any unauthorized purpose. You may share Your user ID and password with Your company's information technology employees if necessary to correct a computer hardware or software problem at Your company; provided that at all times You treat such information with the same degree of care that Your company uses for its similar information. You hereby represent, warrant and covenant that the sole purpose of Your registering as a user and sole activity You will undertake while using the Site is to purchase Unisource products for which Your company intends to and has the ability to pay for and for no other purpose. You may not deeplink to the PaperPlus.com catalog or bypass security or encryption processes, or download any information on the Site other than this Agreement, except as may automatically occur during the viewing process (e.g. cache). |
| 13. | Breach. In the event we believe that You are in breach of any of the terms of this Agreement or any policy or procedure set forth on the Site, or that You (or electronic information, viruses and the like coming from Your computers) are adversely affecting the performance or security of the Site or its contents, or we are unable to verify or authenticate any of Your Information, we may at our sole discretion, without any notice or liability to You and in addition to any remedy we may have at law or equity, (i) issue a warning and (ii) temporarily suspend or terminate Your use of the Site and any offer You submitted not yet accepted by Unisource. |
| 14. | Limit of Liability. IN NO EVENT SHALL UNISOURCE OR ITS PARENTS OR AFFILIATES BE LIABLE FOR DIRECT DAMAGES IN EXCESS OF THE FEES PAID TO UNISOURCE FOR ACCESS TO THE SITE, OR FOR LOST PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND USE OF THE SITE, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF INCURRING SUCH DAMAGES IN ADVANCE. |
| 15. | No Warranties. YOU EXPRESSLY AGREE THAT USE OF THE SITE AND THE SERVICES ARE AT YOUR SOLE RISK AND THE SITE AND RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. UNISOURCE MAKE NO REPRESENTATIONS, COVENANTS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED WITH REGARD TO THE USE OR AVAILABILITY OF THE SITE. ADDITIONALLY, UNISOURCE HEREBY DISCLAIMS AND YOU HEREBY WAIVE ALL WARRANTIES, INCLUDING WITHOUT LIMITATION:
a) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
b) THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR;
c) THAT THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR PRICES INCLUDED ON THE SITE WILL BE ACCURATE OR AVAILABLE FOR PURCHASE OR SALE AT THE TIME OF DESIRED PURCHASE;
d) ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND
e) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF UNISOURCE. |
| 16. | Indemnification. You agree to indemnify and hold Unisource and its successors, representatives, principals, officers, employees, servants, agents, administrators, attorneys, affiliated corporations, parent corporations, subsidiaries, assigns, and licensees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your use of the Unisource web Site, any violation of these Terms of Use or any other policy of Unisource, or any infringement of any intellectual property or other right of any person, by you or any other person using your User name and password. |
| 17. | General Compliance with Laws. You shall comply with all applicable laws, statutes, ordinances, rules, regulations and treaties regarding Your use of the Site, the Content and the transactions arising therefrom. |
| 18. | Privacy Policy. Our current privacy policy, available at http://www.paperplus.com/privacy.asp, is incorporated herein and made a part of this Agreement. Such policy may change without notice to you. You are required to inform yourself of the then current privacy policy prior to providing any information to us. |
| 19. | Agency. Unisource is completely independent from You. You and Unisource agree that You and Unisource are not engaged in any agency, partnership, joint venture, employee-employer, franchisor-franchisee or other type of relationship and no such relationship(s) are intended nor created by this Agreement or use of the Site. |
| 20. | Choice of Law and Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia, USA, without regard to conflict of law principals. Both parties hereby unconditionally and irrevocably agree to submit to the exclusive jurisdiction and venue of any state court located in Fulton County, Georgia, USA, to resolve any dispute arising out of this Agreement, the use of the Site or services provided hereunder. You hereby waive any claim of lack of jurisdiction or venue. |
| 21. | Entire Agreement; Amendment. This Agreement, including any applicable Site terms of use, each of which is incorporated herein for all purposes, constitutes the entire agreement between You and Unisource with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral. No amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by an authorized representative of the party against which such change, waiver, or discharge is sought to be enforced. |
| 22. | General. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be replaced by a binding provision that captures the parties original intent; provided however that if such replacement is not permitted by law, such provision will be struck without replacement and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of a section of this Agreement. The failure of Unisource to act with respect to a breach by You or others does not waive its right to act with respect to subsequent or similar breaches. |
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