Quad/Winkowski Sp. z o.o., with its principal place of business at Ul. Pułtuska 120, 07-200 Wyszków, Poland ("QUAD"), provides its Clients with usernames and passwords allowing access to and use of its SMARTOOLS™ Internet-based Site ("Site"). BY ACCESSING AND/OR USING THE SITE, CLIENTS AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF USE. If you are not a Client of Quad and are accessing the Site on behalf of or at the request or permission of a Client of Quad, by virtue of having and using a username and password, you represent that you are authorized to use the Site and agree to be bound by the following terms and conditions of use. If you do not agree to the following terms and conditions of use, do not access and/or use the Site.
1. ACCESS AND USE
1.1 Client shall access to and use of the Site to plan future print projects with Quad, manage current print projects with Quad, or review past print projects with Quad. The Site (i) is to be used solely for Client's internal use, (ii) may not be modified or altered in any way, including removal of any copyright or proprietary notices contained therein, and (iii) may not be distributed to a third party that is not an Authorized User for whom Client takes all responsibility.
1.2 Quad reserves the right to revoke any usernames and passwords for the Site at any time.
1.3 Client shall not provide its usernames and passwords, or otherwise allow access to the Site, to any third party without express prior written approval from Quad. Client is responsible for maintaining the confidentiality of its usernames and passwords and is responsible for all uses of its account, whether or not actually or expressly authorized by Client and/or Quad.
1.4 If Client provides its usernames and passwords to a third party, that party shall be deemed an agent of Client ("Authorized User"), and any use or access by the Authorized User shall be considered a valid, acceptable use authorized by Client and Client shall take all responsibility for any such use, including any approvals of content given to Quad by the Authorized User.
1.5 Client shall immediately notify Quad if an employee of Client having access to a username and a password to the Site leaves the employ of Client so that appropriate action can be taken by Quad to protect the Site.
2. LIABILITY LIMITATION
2.1 Quad shall not be responsible for the misuse of Client's usernames and passwords or the erroneous approval of content of the Site provided by Client, an Authorized User or any other user of Client's usernames and passwords. Client shall indemnify and hold Quad harmless against any and all loss, damage, cost, charge, liability and/or expenses, including reasonable attorneys and expert fees, which Quad may sustain or incur as a result of any demands, causes of action, proceedings, claims or judgment of any nature arising from any use of Client's usernames and passwords leading to the use or access to the Site.
3. INTELLECTUAL PROPERTY
3.1 The Site and its contents are protected by copyright, trademark, trade secret and/or other intellectual property laws. Any unauthorized use of the Site or its contents may violate such laws. Except as expressly provided herein, Quad does not grant any express or implied rights to Client or any user under any patents, copyrights, trademarks or trade secret information with respect to the Site or its content. Except as specifically permitted herein, no portion of the Site or its content may be reproduced, reverse engineered, or otherwise modified, published or transmitted in any form or by any means, without the prior written permission of Quad.
3.2 The trademarks, logos and service marks (collectively "Marks"), including the DBLONLINE™, SMARTOOLS™ and QUAD/GRAPHICS® trademarks displayed on the Site are the property of Quad/Graphics or other third parties. Client is not permitted to use the Marks without the prior written consent of Quad or such third party that may own the Marks.
4. WARRANTIES AND DISCLAIMERS
4.1 ALL CONTENT AND SERVICES ON THE SITE ARE PROVIDED TO CLIENT "AS IS" WITHOUT WARRANTY OR GUARANTEE, EITHER EXPRESS OR IMPLIED. IN NO EVENT SHALL QUAD BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER ARISING FROM THE ACCESS TO OR USE OF THE SITE. THE USE OF THE SITE IS AT CLIENT'S OWN DISCRETION AND RISK AND CLIENT IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM THAT RESULTS FROM SUCH USE. THERE IS NO WARRANTY THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE.
4.2 The Site and its content are subject to change at any moment. Accordingly, due to the content of the Site being dynamic in nature, while Quad cannot guarantee that the content accessed through the Site is the most current when accessed by Client, all reasonable steps are taken by Quad to ensure the completeness and accuracy of the Site and its content.
5. GOVERNING LAW AND JURISDICTION
5.1 The Site is controlled by Quad from its offices within the country of Poland and or from the state of Wisconsin, USA. By accessing and/or using this Site, Client agrees that all matters relating to its access and use of the Site shall be governed by the laws of the country of Poland, without regard to the conflicts of laws principles thereof, and Client agrees to be subject to the courts of Poland.