Last Updated October 30, 2013
Any references to "User", "You", "Your", or "Authorized User" refer to you or your institution or business and all its related affiliates, agents, or employees who may use or access this Ingram Site.
TERMS AND CONDITIONS
USER OBLIGATIONS. You represent that you have the legal authority to access this Ingram Site, and at all times, will provide true, accurate and complete information when submitting any information to the Ingram Site, including, without limitation, when you provide information during registration or other forms as may be applicable. If you provide any false, inaccurate, or incomplete information, Ingram reserves the right to immediately terminate your access to the Ingram Site. While Ingram has endeavored to create a secure and reliable Ingram Site, you should understand that the confidentiality of any communication or material transmitted to or from the Ingram Site over the Internet or other form of communication network cannot be guaranteed and Ingram is not responsible for the security of any information transmitted to or from the Ingram Site. If you publish a flyer, comment on a flyer, post material to the Ingram Site, or make or allow to be made, material available using the Ingram Site, You are responsible for the content of, and any harm resulting from, that content, whether the content in question constitutes text, graphics, audio, or any software. Ingram does not provide support for the site.
ACCOUNT ACCESS. To use the services provided in this Ingram Site, you will need to create a user account accessible through the use of a UserID and Password assigned and/or controlled by you. You are solely responsible for protecting your UserID and Password and hereby agree to accept all responsibility for any activity that occurs under your account with your UserID and Password. Ingram is not responsible for any liability arising from any unauthorized use of this service (including without limitation from your business or from your failure to safeguard a Password from unauthorized use). Only one (1) Authorized User can use a UserID and Password and, thus, one (1) account for each User. By using the Ingram Site, you agree to consider your UserID and Password as confidential information and to keep your UserID and Password as such. You also agree not to use another Authorized User's UserID and Password. You will immediately notify Ingram if you become aware of any loss or theft of your Password or any unauthorized use of your UserID and Password. Ingram will not be liable for any loss or damage arising from your failure to comply with these obligations. Ingram reserves the right to delete or reset (with notice) a UserID or Password at any time and for any reason.
LICENSE GRANT. The Ingram Site is provided by Ingram, and this TOU provides to you a revocable, limited, non-exclusive, non-transferable license to use the Ingram Site, for your commercial use only, conditioned on your continued compliance with the terms and conditions of this TOU. You may also download materials and information from the Ingram Site, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. Ingram reserves the right for any reason without notice to remove the content of this Ingram Site received from Users and further reserves the right to deny any User access to the Ingram Site or any portion without notice. The License granted herein shall not under any circumstances; (i) be used to generate spam; (ii) be machine or randomly generated or; (iii) contain unethical or unwanted commercial content or mislead recipients as to the source of the material. By submitting any content on this Ingram Site, you grant Ingram a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the content solely for the purpose of displaying, and distributing or promoting your flyer. Ingram reserves the right, in our sole discretion to remove any content that violates any Ingram policy or is in any way harmful or objectionable.
RESTRICTIONS. This Ingram Site is for limited use only. You may not post portions of this Ingram Site on any third party website, including hosting services, sharing sites, or feeds, and further agree You will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party or violate any applicable law or regulation. You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, exploit any data, or negatively impact Ingram's name, its business, image, and/or other Authorized Users provided by Ingram through the Ingram Site in any manner unless expressly permitted by this TOU and Ingram. In addition, your content may not; be pornographic , contain threats or incite violence, violate the privacy or publicity rights of any third party; be advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, or other similar unsolicited promotional methods; or be titled in a manner that misleads your readers into thinking that you are another person or company.
TERM AND TERMINATION. This TOU and your right to use the Ingram Site will take effect at the moment you access the Ingram Site and is effective until terminated as set forth below. If you do not agree with this TOU, you should immediately leave this Ingram site. In addition, Ingram reserves the right at any time for violation of any term or condition of this TOU, to deny your access to the Ingram Site or to any portion thereof in order to protect its name, its business, content, and/or other Authorized Users. Termination will be effective without notice. You may terminate this TOU at any time by ceasing to use the Ingram Site, but all applicable provisions of this TOU will survive termination. Upon termination, you must destroy all copies of any aspect of the Ingram Site in your possession. The provisions concerning Ingram's proprietary rights, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of this TOU for any reason.
LIABILITY DISCLAIMER. THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES PRODUCED ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS AND CHANGES MAY BE PERIODICALLY ADDED OR CHANGED TO THE INFORMATION HEREIN. INGRAM AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, OR SERVICES CONTAINED ON THIS SITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. INGRAM AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IN NO EVENT SHALL INGRAM AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, OR SERVICES OBTAINED THROUGH THIS SITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF INGRAM AND/OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. NEITHER INGRAM OR ITS SUPPLIERS WILL BE LIABLE FOR ANY DELAY OR FAILURE IN THE INGRAM SITE RESULTING FROM ACTS OF NATURE, INTERNET INTERUPTIONS, EQUIPMENT FAILURES, SERVICES FAILURES, OR ANY INABILITY TO ACCESS DIGITAL CONTENT. BECAUSE SOME STATES/JURISDICTIONS HAVE LIMITATIONS ON THE APPLICABILITY OF DISCLAIMERS OR DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF INGRAM FOR ANY REASON WHATSOEVER RELATED TO USE OF THE INGRAM SITE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO INGRAM IN CONNECTION WITH THE USE OF THIS INGRAM SITE FOR THE PRIOR THREE (3) MONTHS.
INDEMNITY. You agree to defend, indemnify, and hold harmless Ingram and its affiliates, employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorney fees and expenses) relating to or arising from any breach by you of this TOU. You acknowledge that any breach, threatened or actual, of this TOU may cause irreparable injury to Ingram, such injury would not be quantifiable in monetary damages, and Ingram would not have an adequate remedy at law. You therefore agree that Ingram shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOU.
GOVERNING LAW. This TOU has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of Tennessee. You and Ingram each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue of the courts in the Middle District in the State of Tennessee for any disputes concerning or related to this TOU. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this TOU and acknowledge that either party may seek attorney's fees in any proceeding. Any claim you might have against Ingram must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred.
WAIVER, NO JOINT VENTURE, SEVERABILITY. No waiver by either party of any breach of any of the provisions of this TOU shall be deemed permission to disclose any preceding or succeeding disclosure of any Confidential Information or a waiver of any preceding or succeeding breach of the same or any other provisions hereof. The parties are independent contractors and do not intend that any agency, partnership or joint venture relationship be created between them by this TOU.
If any provision of this TOU is determined to be invalid, illegal or unenforceable, the remaining provisions of this TOU will remain in full force. This TOU constitutes the entire agreement between you and Ingram with respect to this Ingram Site. A printed version of this TOU and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records.
PROPRIETARY RIGHTS. This TOU provides you a limited license to access and use the Ingram Site. You expressly acknowledge and agree that Ingram transfers no ownership or intellectual property interest or title in and to the Ingram Site to you or anyone else. Please be aware that Ingram does enforce its intellectual property rights to the fullest extent of the law. This Ingram Site is Copyright © 2013 All rights reserved. This Ingram Site, Ingram, the Ingram logo, and all other names, logos, and icons identifying Ingram and its programs, products, and services are proprietary trademarks of Ingram, and any use of such marks, including, without limitation, as domain names, without the express written permission of Ingram is strictly prohibited. Other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners.
THIRD PARTY PRODUCTS/SERVICES. Ingram, in its sole discretion, may post the advertisements of third parties on the Ingram Site and/or feature materials, programs, products, and services provided by third parties, including, without limitation, Ingram's Users. Ingram makes no representations with respect to the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third party materials, programs, products, and services or any other materials, programs, products, and services which such third party materials, products, and services may access. Your correspondence or any other dealings with third parties found on the Ingram Site are solely between you and such third party. Accordingly, Ingram expressly disclaims responsibility and liability for all third party provided materials, programs, products, and services contained on or accessed through the Ingram Site, and you agree that Ingram shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such third parties on the Ingram Site.
If you have a question or comment regarding this Ingram Site, please e-mail: email@example.com