RRD Terms and Conditions

The following RR Donnelley Terms and Conditions (“Terms”) shall apply to Customer’s acquisition from R.R. Donnelley & Sons Company (“RR Donnelley”) of the services, products and/or tangible deliverables (collectively, the “Services”) performed and/or provided by RR Donnelley under any order for such Services placed by Customer and accepted by RR Donnelley (“Order”). An Order may be in any written form acceptable to RR Donnelley. All orders are subject to final approval and acceptance by RR Donnelley.

SECTION 1 - PROVISION OF SERVICES.

RR Donnelley agrees to provide the Services to Customer, and the Customer agrees to purchase the Services from RR Donnelley. Unless otherwise specified in the Order, the Services shall be provided at RR Donnelley’s standard rates in effect at the time of the Order and are subject to availability of facilities and/or personnel. Anything in a Customer purchase order to the contrary notwithstanding, Customer acknowledges that RR Donnelley’s performance of the Services at the prices on the face of this quote shall be strictly in accordance with, and subject to, these Terms.

SECTION 2 - FEES AND OTHER PAYMENTS.

Customer agrees to pay RR Donnelley the fees specified in the Order. Customer shall reimburse RR Donnelley for all expenses incurred by RR Donnelley on behalf of Customer that are reasonable necessary and appropriate in connection with the Order. Customer also agrees to pay all federal, state, and local excise, sales, use and other taxes of whatever natures levied on the Services or otherwise arising out of, or in connection with, the Order, excluding any taxes based upon RR Donnelley’s net income. All payments are due within thirty (30) days after the invoice date, payable in U.S. dollars by check or wire transfer to RR Donnelley's designated bank account. RR Donnelley reserves the right to alter or suspend credit or to change any credit terms provided herein when, in its discretion, the financial condition of Customer so warrants. If Customer fails to pay any charges when due, Customer shall pay a late payment charge of one and one-half percent per month, or the highest amount permitted by applicable law, whichever is lower, on the past due balance.

SECTION 3 - POSTAGE, TITLE AND RISK OF LOSS.

Except in the event Customer is maintaining a USPS CAPS account for postage, Customer shall pay RR Donnelley estimated postal charges at least five business days in advance of the mailing. Customer shall remit a check to RR Donnelley for the postage amount, payable to the USPS. RR Donnelley reserves the right to delay a mailing for insufficient postage. Any excess postage will either be returned to Customer or held over and applied toward subsequent mailings. In the State of Wisconsin, title and risk of all loss of or damage to the products shall pass to Customer upon completion of production, and Customer shall thereupon arrange and be responsible for shipment. At customer’s option and direction, RR Donnelley shall arrange storage and insurance for products, and customer agrees to reimburse RR Donnelley for all storage and insurance charges. In all other States, title and risk of all loss of or damage to the products shall pass to Customer upon shipment. The U.S. Postal Service and/or any other carrier selected by Customer to ship the products and deliverables shall be the agent of Customer.

SECTION 4 - CONFIDENTIALITY.

Both parties acknowledge that certain confidential information of the other party may be disclosed in connection with the Services. Each party shall maintain the other party’s confidential information in strict confidence and shall not

1. use such confidential information, except as required for the Services, and/or
2. disclose such confidential information to a third party without the express prior written consent of the disclosing party.

SECTION 5 - CUSTOMER DATA; CONTENT AND MAILING LISTS.

1. All data furnished by Customer (“Customer Data”) pursuant to these Terms shall at all times remain the property of Customer. Customer shall provide RR Donnelley with timely, correct and complete data in the form requested by RR Donnelley. RR Donnelley shall not be responsible for production delays, errors or omissions resulting from late, inaccurate or defective data or materials supplied by Customer.
2. Customer shall, at its own expense, ensure that all content, specifications, materials, mailing lists, data files and other Customer Data provided to RR Donnelley hereunder, comply with all federal, state and local laws and regulations applicable to such content, materials and the Services hereunder, including, but not limited to, USPS regulations, gaming and sweepstakes regulations and the CAN-SPAM Act (15 U.S.C. 7701 et seq.), as may be amended from time to time. Customer represents and warrants to RR Donnelley that any and all Customer supplied lists containing email addresses do not contain any email addresses of individuals who have “opted out” of receiving commercial emails or other communications from Customer, and Customer will promptly (and no later than the time period required by applicable laws) provide RR Donnelley, on an on-going basis, an updated data file, as applicable.
3. If reasonably requested by RR Donnelley, Customer shall provide RR Donnelley with the proper USPS forms and/or documentation (in an executed format if required), or some other mutually agreed upon form and/or documentation, to confirm and support the mailing services performed by RR Donnelley on behalf of Customer (e.g., Move Update, etc.).
4. Customer represents and warrants that Customer has in place commercially reasonable data privacy policies and procedures covering the collection and use of Customer Data that discloses information about individuals that is protected by law or regulation, including but not limited to Social Security numbers, credit information, or health information or any information that is protected under the Gramm-Leach-Bliley Financial Modernization Act of 1999 (GLB Act), the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH) or any regulations promulgated thereunder, and has provided all necessary notices, and obtained all necessary rights and consents to collect and use the Customer Data, to provide such Customer Data to RR Donnelley, and for RR Donnelley to use such Customer Data, all as provided herein.
5. For Programmatic Marketing Customers (defined as “RRD customers using software to purchase digital advertising”) and Reverse Append Customers (defined as “RRD customers using services to collect on-line behavior data on Customer’s website), Customer grants RR Donnelley the right to engage third parties for the Programmatic Marketing Services (defined as “using software to purchase digital advertising”) and Reverse Append Services (defined as “collecting on-line behavior data on Customer’s website) and to collect and/or transmit the Customer Data to such third parties for that purpose. Customer shall bear any and all risk of loss or liability associated with the collection and/or disclosure of Customer Data to or by such third parties.
6. Customer shall defend, indemnify and hold RR Donnelley and its affiliates (and each of their respective directors, officers and employees) harmless from all claims, demands, losses, damages and expenses, including attorney’s fees and court costs, which RR Donnelley may suffer as the result of any claim: (A) alleging the content, designs, specifications, instructions, logos, copyrights, and/or trademarks provided by Customer, or created by RR Donnelley at Customer’s request (i) infringe any patent, copyright, trademark or other intellectual property right, (ii) is/are libelous, or (iii) violate applicable laws and/or regulations; (B) Customer’s breach of its obligations or representations and warranties hereunder, or (C) (For Programmatic Marketing Customers and/or Reverse Append Customers) any claim resulting from the collection, use or transmittal of the Customer Data as described above.

SECTION 6 - WARRANTY.

RR Donnelley represents and warrants the Services will be free from defect and provided in a professional and workmanlike manner. In the event of nonconforming Services, RR Donnelley shall be obligated to (i) rework the nonconforming Services, or (ii) return to Customer that portion of the purchase price associated with the nonconforming Services. RR DONNELLEY MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE.

SECTION 7 - LIMITATION OF LIABILITY.

RR Donnelley’s total liability for damages arising out of, or in connection with, the Services shall be limited to the total fees paid to RR Donnelley for the nonconforming Services (less freight, postage, taxes and related expenses). IN NO EVENT SHALL RR DONNELLEY BE LIABLE FOR ANY LOST BUSINESS OR PROFITS, OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, TORT, INDEMNITY OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORSEEABLE OR NOT, EVEN IF RR DONNELLEY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OCCURING.

SECTION 8 - TERMINATION.

An Order may be immediately terminated by either party upon written notice to the other party in the event (i) the other party fails to comply with the Terms and the Order, and (ii) the breaching party fails to cure such noncompliance within fifteen (15) days after receipt of written notice specifying the noncompliance in detail.

SECTION 9 - GENERAL.

1. RR Donnelley shall not be considered in default or incur any liability hereunder due to any failure in its performance of this Order should such failure arise out of causes beyond its control, including, without limitation, work stoppages, fires, riots, accidents, floods, storms, unavailability of materials, utilities or fuel or failures of communications or software.
2. Any notices required or permitted to be given pursuant to these Terms or the Order shall be in writing and sent by certified mail (return receipt requested) or delivered by hand. Notices shall be addressed as set forth in the Order or to such other address as may be specified from time to time by notice in writing to the other party, and shall be deemed to have been given when received.
3. No term or provision hereof shall be deemed waived by either party, and no breach excused by either party, unless the waiver or consent shall be in writing signed by an authorized representative of the party granting such waiver or consent. If any term or provision herein shall be found to be illegal or unenforceable then such term or provision shall be deemed stricken, and all other terms and provisions shall remain in full force and effort.
4. Neither these Terms nor the Order shall constitute either party as agent or legal representative of the other party for any purpose, nor shall either party hold itself out as such. Neither these Terms nor the Order shall create a partnership, joint venture or relationship of principal and agent between the parties.
5. No Order may be assigned or otherwise transferred without the prior express written consent of the other party. Any attempted assignment or transfer in violation of this provision shall be null and void.
6. All provisions of these Terms that by their nature would be reasonably expected to survive termination of these Terms or any Order, shall so survive, including, without limitation, the provisions of Sections 4, 5, 6, 7 and 9.
7. These Terms and all Orders shall be governed by and interpreted in accordance with the laws of the State of Illinois without regard to its conflicts of laws provisions.
8. With respect to all Customer purchase order forms, any pre-printed terms and conditions appearing on the purchase order form shall be void and of no effect upon RR Donnelley, and these Terms and the transaction-specific terms placed on the face of the purchase order shall be the only terms and conditions applicable to the to the transaction. With respect to verbal Orders, these Terms and the transaction-specific quantities and fees for items ordered shall be the only terms and conditions applicable to the transaction.

These Terms, together with the terms of any Order accepted by RR Donnelley, shall constitute the entire understanding between Customer and RR Donnelley related to the Services, shall supersede all prior oral and written communications and proposals, and may be amended or modified only in writing signed by both parties. In the event of a conflict between these Terms and the terms of any Order, the terms of the Order shall control. (RR Donnelley Terms & Conditions (Rev 3-10-2017)