RRD Terms & Conditions - Print & Mail Product

1. Customer agrees to purchase the products and services described in the applicable Order Form (the “Products and Services”) from RR Donnelley, subject to the terms and conditions set forth herein. The prices for the Products and Services are set forth in the applicable Order Form and incorporated herein by reference. Customer shall be responsible for any present or future sales, use, excise, service, goods, value added, property and other taxes and duties arising in connection with this Agreement or any Products or Services provided by RR Donnelley to Customer hereunder (other than taxes on RR Donnelley’s net income).
2. Customer shall pay all invoices net thirty (30) days from the invoice date. All payments will be made in U.S. dollars by check or wire transfer to RR Donnelley’s designated bank account. Late payments shall accrue interest from the due date at a rate of one and one-half percent per month or, if lower, the highest rate allowed by law. If Customer fails to pay any amounts when due, RR Donnelley may, without liability, cease performing any Products or Services until full payment for all outstanding amounts is received by RR Donnelley. RR Donnelley reserves the right at any time to alter or suspend credit or to change any credit terms provided herein when, in its sole discretion, the financial condition of Customer so warrants. If Customer fails to pay an invoice in accordance with these terms, Customer will pay for all reasonable expenses of collection, including but not limited to, reasonable attorneys' fees.
3. Title to, and risk of loss for, finished and semi-finished work shall pass to Customer upon the earlier of RR Donnelley’s delivery to the common carrier (e.g. USPS, UPS, etc.) f.o.b. RR Donnelley plant of final manufacture, or delivery into storage, regardless of whether the transport medium or storage facilities are owned and/or operated by RR Donnelley and regardless of whether RR Donnelley charges Customer for storage.
4. RR Donnelley shall provide the Products and Services in a good and workmanlike manner and in accordance with the specifications and production schedule set forth on the face hereof or in the applicable Statements of Work. In the event RR Donnelley breaches this warranty, the sole and exclusive obligation of RR Donnelley, and the sole and exclusive remedy of Customer, is limited, at RR Donnelley’s option, to (i) the replacement, reworking or reprinting of the defective Products or (ii) the return of that portion of the purchase price applicable to the defective Products. RR Donnelley shall have no responsibility for payment or reimbursement of any postage or freight expenses. Customer accepts sole responsibility for: (i) the accuracy and adequacy of all data, (ii) all changes to recorded data that are requested or directed by Customer, and (iii) other materials provided by it to RR Donnelley. RR Donnelley shall have no responsibility for: (i) any data that is defective, accidentally erased, corrupt or otherwise unusable or (ii) any costs associated with duplicating or recreating images, recreating a photo-shoot, or any similar expenses. RR Donnelley’s liability is limited to restoring the same, provided such restoration can be reasonably performed by RR Donnelley and Customer provides RR Donnelley with all source data in readable form for such restoration. Customer will pay RR Donnelley, at its then-standard rates, for any processing reruns or any other additional work performed by RR Donnelley due to Customer submitting improper data or materials that are incorrect or incomplete. In the event of a privacy or security breach, Customer agrees to cooperate with RR Donnelley to validate and investigate such breach and provide RR Donnelley with sufficient details, to the extent known by Customer, for RR Donnelley to determine and define the root cause of such breach, including, but not limited to, the actual return of affected packages to RR Donnelley and relevant communication from affected parties. EXCEPT FOR ANY EXPRESS WARRANTY SET FORTH HEREIN, RR DONNELLEY MAKES NO, AND DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, INDEMNITIES OR GUARANTEES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY EITHER PARTY OR OTHERWISE WITH RESPECT TO THE SERVICES AND THE ACCURACY, OPERATION, FUNCTIONALITY, QUALIFICATIONS OR CAPABILITIES OF THE PRODUCTS, SERVICES OR RESOURCES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND WARRANTIES OF UNINTERRUPTED OR ERROR‑FREE PERFORMANCE OF PRODUCTS OR SERVICES.
5. RR Donnelley’s maximum liability for any and all claims arising directly or indirectly from the performance of its obligations under this Agreement shall not in the aggregate exceed the purchase price of the Products and Services affected. IN NO EVENT SHALL RR DONNELLEY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOSS OF PROFITS, LOSS OF USE OR DATA OR INTERRUPTION OF BUSINESS, COSTS OF SUBSTITUTE GOODS OR SERVICES, WHETHER SUCH DAMAGES OR LOSSES ARE ALLEGED IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR INDEMNITY, EVEN IF RR DONNELLEY OR ITS AGENTS WERE ADVISED OR AWARE OF THE LIKELIHOOD OF SUCH DAMAGES OR LOSSES OCCURRING.
6. Each party agrees: (i) to hold information of the other party designated as confidential (“Confidential Information”) in confidence by using the same degree of care to safeguard such Confidential Information as it uses to protect its own information of like character, but in no event less than a reasonable degree of care; (ii) to limit disclosure of Confidential Information of the other party to its employees having a need to know such information for the purposes of this Agreement; (iii) not to disclose any Confidential Information to any third party; and (iv) to use Confidential Information solely and exclusively in accordance with the terms of this Agreement. Confidential Information shall remain the property of the disclosing party, and the receiving party will not be deemed by virtue of its access to Confidential Information of the disclosing party to have acquired any right or interest in or to any Confidential Information. This Section shall not affect either party’s right to use or disclose information that:
   1. is or may hereafter be in the public domain;
   2. the receiving party can show was known to it without any confidentiality obligation prior to the disclosure by the disclosing party;
   3. is disclosed to the receiving party by a third party, without violation of any confidentiality obligation, subsequent to disclosure by the disclosing party;
   4. is independently developed by the receiving party without use of the Confidential Information of the disclosing party; or
   5. is required to be disclosed pursuant to governmental or judicial process, provided that notice of such process is promptly provided to the disclosing party in order that it may have every opportunity to intercede in such process to contest such disclosure. Customer acknowledges that other customers and prospects of RR Donnelley tour RR Donnelley’s facilities and may observe Customer’s work in process and completed product. Customer agrees that such casual observation does not violate the terms of this Agreement. The confidentiality provisions shall survive the termination and/or expiration of this Agreement for a period of two years from the date of disclosure.
7. Customer represents and warrants that (i) it is entitled to use any patent, trademark, logo or copyright embodied in the Content or requested by it to be included in any Products, (ii) none of Content furnished to RR Donnelley by Customer or altered by RR Donnelley at Customer’s direction infringes any copyright, trademark or other intellectual property right, is libelous, or otherwise violates the rights of or will cause damage or injury to other persons, (iii) all material provided to RR Donnelley to be distributed will be labeled, packaged and distributed in compliance with any applicable law, rule or regulation and (iv) that the directions given to RR Donnelley by Customer will not cause RR Donnelley to violate any applicable law, rule or regulation. Customer will defend, indemnify and hold RR Donnelley harmless from all losses, damages and expenses, including attorney’s fees, which RR Donnelley may suffer as the result of any claim alleging that Customer’s designs, Content, specification, instructions for any work and the manufacture, sale or use of the Products infringes any patent, copyright, trademark or any other third party intellectual property right is libelous, or violates any state or federal law including, without limitation, those concerning invasion of privacy, false or deceptive advertising, improper labeling and/or packaging, improper distribution or any other form of personal or advertising injury resulting from RR Donnelley's processing, reproduction or distribution of such Content and furnished material. “Content” means all text, designs, images, illustrations, graphics, data or other content, and the selection or arrangement of such content on a page, form or file.
8. Either party may terminate this Agreement upon thirty days advance written notice to the other party in the event the other party is in material breach of its obligations herein, which is not remedied within such thirty day period. Upon the expiration or termination of this Agreement, RR Donnelley shall deliver to Customer all remaining Products, completed or in process, in RR Donnelley’s possession and any raw materials produced or acquired in connection with this Agreement. RR Donnelley shall issue a final invoice for all such items, which shall be paid by Customer in accordance with the payment terms of this Agreement.
9. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither party shall assign or otherwise transfer this Agreement without the prior express written consent of the other party, such consent not to be unreasonably withheld. RR Donnelley hereby reserves the right, in its sole discretion, to subcontract any portion or all of this Agreement. This Agreement supersedes and merges all prior proposals, understandings, and agreements, oral and written, between the parties relating to the subject matter of this Agreement and may not be modified or altered except by written instrument duly executed by both parties signing this Agreement. Customer agrees that this Agreement exclusively governs and controls the rights of the parties so that any purchase order or other writing Customer may submit to RR Donnelley shall be for Customer’s convenience only. This Agreement shall be governed by the internal laws of the State of Illinois, without regard to its conflicts of law provision(s).
   
   (End of Terms and Conditions)