- Eligibility. If you are using or opening an account with Staples on behalf of a company, entity, or organization (collectively, a "Subscribing Organization") then you represent and warrant that you are an authorized representative of that subscribing organization with the authority to bind such organization to these terms, and that you agree to these terms on behalf of such subscribing organization. In such a case "you" in these terms refers to (i) your Subscribing Organization, (ii) you, an individual user, and (iii) any other Subscribing Organization personnel accessing and using the Marketplace on Subscribing Organization's behalf.
- Accounts. You may use the Marketplace to (i) search and browse Applications, (ii) manage subscriptions to, and sign on to use, Applications, and (iii) in the case of a Subscribing Organization, create individual user accounts allowing personnel of the Subscribing Organization to access and use the Marketplace. You are solely responsible for maintaining the confidentiality of any accounts and passwords used in connection with the Marketplace. Information you provide to Staples on registration and at all other times must be true, accurate, current, and complete. You also agree to keep this information accurate and up-to-date at all times. If you have reason to believe that your account has been compromised, you should immediately notify Staples.
- Terms of Purchase.
- Transaction Processing. Staples will process and handle your order to subscribe to Applications. For your first Application order, Staples will charge the initial subscription payment to your credit card on the date of your purchase, and subsequent monthly payments will be charged on the same day each month (which will be your billing date). For any subsequent order(s) of Applications, Staples will charge subscription payments on your billing date (your first payment for this new Application may be pro rated to reflect a partial month’s subscription payment until your billing date). You agree to pay for all orders you place on the Marketplace. You must keep your payment information on file with Staples current, complete and accurate, and notify Staples if your account is changed or canceled (e.g., if it is compromised or deactivated). You are responsible for all charges incurred under your account made by you or anyone who uses your account (including your employees, contractors, agents, or other personnel). If your payment instrument fails or your account is past due, we may collect fees owed using other collection mechanisms. If payment is past due, or your credit card has expired, your account may be deactivated and your subscription suspended or terminated without notice to you, and you may lose your access to the Application.
Customer Service. Staples shall be responsible for providing you with direct service and support related to your use of the Marketplace and your subscriptions to Applications. We may contract with Vendors to provide backend support to you related to specific Applications, but in all cases Staples will be responsible for and will be the first point of contact for such customer service and support. Staples' customer service representatives are available if you:
- have questions about any Application, or need help choosing the Application which best fits your needs;
- need technical assistance with, or have complaints about, any Application after you place an order;
- need technical assistance with, or have complaints questions about, your Marketplace account.
- Taxes. You are responsible for paying any governmental taxes imposed on your use of the Marketplace, including, but not limited to, sales, use or value-added taxes. To the extent Staples is obligated to collect such taxes, the applicable tax will be added to your billing account.
- Refund Policy. Some Applications come with a free trial period. Please evaluate the Application during this free trial period to ensure that it meets your needs. Subscription fees for Applications are nonrefundable. Some Application subscriptions may come with a minimum subscription period and may impose a penalty if you cancel the subscription early; please see the product page of each Application for more details. Any downgrade of your subscription (e.g., reducing or removing users or moving to a lower-price subscription) will be treated as a cancellation of your original subscription and an enrollment in the new subscription.
- Responsibility for Applications. Each Vendor is solely responsible for the operation and functionality of its Applications and for providing such Applications to you. Staples requires each Vendor to provide bug fixes, updates and new releases for its Applications on a timely basis, and to ensure that its Applications are accessible to the Marketplace.
- Availability of Applications. Staples may discontinue offering any Application at any time, but if you subscribe to an Application before it is discontinued, you will still be able to access and use that Application after such date through its original subscription term.
Prohibited Conduct. You agree not to:
- use the Marketplace for any purposes other than to browse Applications, purchase and manage subscriptions to Applications, and sign on to Applications you have purchased through, or imported into the Marketplace, or access other features of the Marketplace;
- rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein, or use the Marketplace on behalf of any third party;
- post, upload, or distribute any User Submission or other content that is defamatory, libelous, inaccurate, unlawful (including in violation of any intellectual property or similar laws), or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;
- impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Marketplace accounts of others without permission, forge another persons' digital signature, misrepresent the source, identity, or content of information transmitted via the Marketplace, or perform any other similar fraudulent activity;
- use the Marketplace if you are under the age of eighteen (18) years old;
- remove, circumvent, disable, damage or otherwise interfere with security-related features of the Marketplace or User Submissions, features that prevent or restrict use or copying of any content or Applications accessible through the Marketplace, or features that enforce limitations on the use of the Marketplace or Applications;
- reverse engineer, copy, decompile, disassemble or otherwise attempt to discover the source code of the Marketplace or any Application, or create, post or publish derivative works based upon the Marketplace;
- interfere or attempt to interfere with the proper workings of the Marketplace or any activities conducted on the Marketplace; or
- access the Marketplace with any bot, spider, crawler, or other automated system or process, or bypass robots.txt exclusion files or other measures Staples may use to prevent or regulate access to the Marketplace.
- Third-Party Sites, Products and Services; Links. The Marketplace includes links or references to other web sites or services, including but not limited to, advertisers' and Vendor's websites and Applications ("Reference Materials"). Staples does not endorse any such Reference Materials or the information, materials, products, or services contained on or accessible through Reference Materials. In addition, your correspondence or business dealings with, or participation in promotions of, third party Vendors, or advertisers found on or through the Marketplace are solely between you and such third party. Access and use of Reference Materials and Applications, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk.
- User Submissions; Representations and Warranties; Reservation of Rights.
- License Grant to Staples. The Marketplace may allow you to submit content, including text, images, and other media files ("User Submissions"), such as when you create a profile or submit a comment on an Application. You retain all right, title and ownership to all intellectual property rights in original aspects of your User Submissions. By submitting User Submissions to the Marketplace, you hereby grant to Staples a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable, assignable, fully paid-up, royalty-free, license to host, transfer, display, perform, reproduce, distribute, modify and otherwise utilize your User Submissions in connection with developing, enhancing, providing, syndicating, promoting, and advertising the Marketplace. You also agree to waive (and cause to be waived) any claims and assertions of so called "moral rights" with respect to your User Submissions.
- User Submissions Disclaimer. You understand that when using the Marketplace you will be exposed to User Submissions or other content from a variety of sources, and that Staples is not responsible for the quality, accuracy, usefulness, or intellectual property rights of or relating to such User Submissions and other content. You further understand and acknowledge that you may be exposed to User Submissions (including without limitation communications with other users through public postings, private messaging, chat, or other similar features) and other content that is inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Staples with respect thereto. Staples does not endorse any User Submissions, and Staples expressly disclaims any and all liability in connection with User Submissions and other content. Staples reserves the right to determine in its sole discretion whether to remove any User Submission or other content. For clarity, Staples does not permit copyright infringing activities on the Marketplace.
- Reservation of Rights. Each Vendor retains all right, title and ownership in its Applications offered in the Marketplace. Staples and its suppliers and licensors retain all right, title and ownership in the Marketplace.
- Modification of Fees. Certain functions on the Marketplace have fees associated with them. When you use an Application that has a fee, you have an opportunity to review and accept the fees that you will be charged based on our stated fees, which we may change from time to time. Staples may choose to temporarily change the fees for Staples's services for promotional events or new services, and such changes are immediately effective when Staples posts the temporary promotional event or new service on the Marketplace. Any changes to fees for Staples's services that are not temporary or promotional will be effective thirty (30) days after we provide you with notice by posting such changes on the Marketplace.
- Termination; Terms of Service Violations.
- Staples. You agree that Staples, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) you may have with Staples or your use of the Marketplace and remove and discard all or any part of your account, user profile, and any User Submission, at any time. You agree that any termination of your access to the Marketplace or any account you may have or portion thereof may be effected without prior notice, and you agree that Staples will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Staples may have at law or in equity.
- Warranty Disclaimer. You expressly agree that the use of the Marketplace is at your sole risk. The Marketplace and any data, information, third-party software, user submissions, Applications, reference sites, or services, made available in conjunction with or through the Marketplace are provided by Staples on an "as is" and "as available", "with all faults" basis and without warranties or representations of any kind either express or implied. You may, however, have additional warranty rights directly from the applicable Vendor. To the fullest extent permissible pursuant to applicable law, Staples and its directors, officers, employees, agents, or and affiliates, and its third-party vendors, licensors and suppliers (collectively, the "Parties"): (i) disclaim all warranties, statutory, express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights concerning the Marketplace; (ii) do not warrant that the data, user submissions, features, functions, or any other information offered on or through the Marketplace or any reference materials will be uninterrupted, accurate, useful, or free of errors, viruses or other harmful components and do not warrant that any of the foregoing, if encountered, will be corrected; and (iii) do not warrant or make any representations about any Vendor or the Applications. Any warranty made regarding any Application is made directly by such Vendor. Certain jurisdictions do not allow limitations on implied warranties. If you reside is such a jurisdiction, some or all of the above disclaimers and limitations may not apply to you, and you may have additional rights. The exclusions of warranties contained in these terms apply to you to the fullest extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.
- Limitation of Liability and Damages. Under no circumstances, including but not limited to, negligence, will the Parties be liable for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation, damages arising from any unsuccessful court action or legal dispute, lost business, lost revenues or loss of anticipated profits) arising out of or relating to these terms or that result from your use or your inability to use the Marketplace or the Applications or your interaction with other Marketplace users, or any other interactions with Staples, even if Staples or a Staples authorized representative has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy. Applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, Staples's liability will be limited to the fullest extent permitted by applicable law. In no event will the Parties' total liability to you for all damages, losses, and causes of action arising out of or relating to these terms or your use of the Marketplace, the Applications or your interaction with other Marketplace users (whether in contract, tort including negligence, warranty, or otherwise), exceed the amount paid by you, if any, to Staples (other than amounts paid specifically for the right to access and use Applications) during the twelve months immediately preceding the date of the claim or $100, whichever is greater.
- Basis of the Bargain. You acknowledge and agree that Staples has offered its products and services, set its prices, and entered into these terms in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and Staples, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and Staples. Staples would not be able to provide the Marketplace to you on an economically reasonable basis without these limitations.
- Reviews. The Marketplace allows you to post reviews of Applications you have used and to post comments on such reviews. Such reviews and comments will be posted under your name as submitted to Staples. If you do not want your name to appear with any reviews or comments, do not post any reviews or comments on the Marketplace. Please post only one review per Application. We reserve the right, in our sole discretion and for any reason, to remove or edit your reviews or comments. You agree that your reviews or comments will not:
- harass, stalk, threaten, embarrass or cause distress or discomfort upon another participant, user, or other individual or entity;
- transmit via or through the Marketplace any content that is or which Staples considers to be unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, racially or ethnically hateful or otherwise objectionable;
- attempt to transmit any “virus”, “trojan horse” or other software destruction or disruption device;
- impersonate any other person, including but not limited to, a Staples official, expert or bulletin board leader, guide or host;
- post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation on our bulletin boards, including but not limited to, solicitations of credit card numbers, solicitations for sponsors, or promotion of raffles, contests, or multi–level marketing or pyramid schemes;
- intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to, any regulations having the force of law while using or accessing the Marketplace or in connection with your use of the Marketplace, in any manner;
- invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity; or
- infringe the intellectual property rights or similar rights, including but not limited to, copyrights and trademarks, of any person or entity.
We do not claim ownership of the content of reviews or comments you post on the Marketplace. However, you grant Staples and its third-party vendors, licensors and suppliers a nonexclusive, worldwide, irrevocable, perpetual, transferable (to a successor by way of merger, acquisition or corporate reorganization), fully paid-up, royalty-free to use, distribute, reproduce, modify, excerpt, attribute, adapt, publicly perform and publicly display that content (in whole or in part) and to incorporate it into other works in any format or medium now known or later developed, and to permit others to do so.
- Disputes With Third Parties. If you have a dispute with one or more Users, or with an Vendor, you release Staples (and Staples's officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says:
"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."