StoreFlow Cloud User Terms of Service

XMPie StoreFlow Cloud is a turn-key solution for print service providers managing Web-to-print sites and marketing portals.  XMPie StoreFlow Cloud merges XMPie’s powerful Web-to-print capabilities with flexible pre-press automation to provide Subscribers (defined below) with a complete, out-of-the-box solution with an end-to-end workflow for receiving, processing and producing orders received online.  Subscribers may populate their XMPie StoreFlow Cloud tenant (“Tenant”) with Content (defined below) available to Users (defined below) to maximize their capabilities and functionality.

Provider

TheXMPie StoreFlow Cloud consists of the XMPie provided software applications (the “Applications”) and any software, products, services, tools, features, communications, documentation and other information we make available for use with XMPie StoreFlow Cloud and/or Applications (collectively “Platform”).

Applicable Terms

These XMPie StoreFlow Cloud User Terms of Service (the “User Terms”) are a legally binding agreement between you as a XMPie StoreFlow Cloud subscriber (“Subscriber”, “You” or “Your”) and XMPie, Inc. a New York Corporation with its corporate headquarters at 485 Lexington Avenue, 25th Floor New York, NY 10017 (“XMPie,” “We” or “Us”) that govern Your access to, and use of, the Platform.  These User Terms incorporate by reference, the terms and conditions of the XMPie Privacy Policy as though fully set forth herein.

XMPie StoreFlow Cloud Users

Subscriber may permit Users access to the Tenant who are authorized by You to share access to the Platform or Tenant and access Content provided by Users that share the same Tenant.  You acknowledge and agree that You will only use the Platform or Tenant to further Your business purposes, and You are solely responsible for the Content on, and access to, the Platform and Tenant.

Only employees and agents with the authority to act on behalf of the Subscriber may be Users.  Users shall provide Personal Data (as defined below) to obtain an associated username, password or other authentication criteria (“Credentials”), which are used to access the Tenant.  XMPie may prevent any User from accessing the Tenant if We believe the registration information provided to obtain the Credentials is false, incorrect, incomplete or outdated.  Users shall keep their Credentials secret and notify XMPie immediately if there is a suspicion of unauthorized use of Your Credentials.

User shall not access, or use, the Platform or Tenant for any purpose unless User: (a) has accepted these User Terms and (b) is a User accessing the Platform or Tenant associated with User’s Credentials.  User acknowledges and agrees that each User is solely responsible for the security and use of User’s Credentials, and acknowledge that XMPie is not liable for any loss caused by someone else using User’s Credentials, whether such use occurs with or without User’s knowledge.

Content:  Users may submit, transmit, share, upload or otherwise provide audio, video, graphics, images, photos, links, text and other materials or information (“Content”) to or through XMPie StoreFlow Cloud to the Tenant.  You acknowledge that: XMPie has no duty to, and generally does not, view or monitor Content provided by any party; and You are solely responsible for all Content and XMPie has no responsibility for any Content submitted to, obtained from or stored on the Platform or Tenant, or any custom code Subscriber uses.  However, You consent to XMPie monitoring all Content submitted to, obtained from or stored on the Platform or Tenant, including without limitation as required by law or regulation and/or for purposes of making the Platform and Tenant available to You.  XMPie does not endorse, support, represent or guarantee: the completeness, truthfulness, accuracy, or reliability of any Content submitted to, obtained from or stored on the Platform or Tenant by You or any other party, or any custom code Subscriber may embed in its Content.  XMPie is not responsible for: the validity, accuracy, functionality or integrity of any Content; any loss or damage Content may cause; or the introduction of viruses or any corruption to any system caused by Content or the use of XMPie.  Both You and Your Users shall use their own judgement in using or relying on any Content obtained through the Platform and Tenant, and any such use or reliance is at Your own risk.  If XMPie learns of any Content that violates these User Terms or any terms, conditions or policies made applicable to You or any User, as well as any applicable laws, ordinances, regulations or other legal requirements; or causes a loss of functionality, the introduction of viruses or corruption to a system, XMPie may opt, but has no duty, to take appropriate action.  For example, XMPie may remove Content that infringes or misappropriates a copyright, trademark or other intellectual property right or results in or facilitates harassment or unlawful conduct.

Subscriber Content:  Subscriber acknowledges and agrees that Subscriber: (i) has the necessary ownership or license rights to any Content, including all intellectual property rights therein, submitted to, obtained from or stored on the Platform or Tenant, and any code embedded by Subscriber in any Content (“Subscriber Content), and (ii) has exclusive control over all such Subscriber Content.  User’s rights to use Subscriber Content are determined by the Subscriber at the time Subscriber provides the Subscriber Content and Subscriber may modify or restrict in any manner later established by the Subscriber.

Users shall only provide Subscriber Content to the Tenant if the Content was created by or on behalf of the Subscriber that provided User access to its Tenant or if the party that created the Content has granted that Subscriber the necessary rights to use it.  Subscriber has exclusive control of, and is solely responsible for, the completeness, accuracy and understandability of any Subscriber Content uploaded to the Platform or Tenant including over any custom code embedded by Subscriber, and Users are solely responsible for ensuring that any instructions, directions, descriptions or other information included in or with Subscriber Content User provides to the Tenant is, and remains, complete, accurate and understandable.  We have no duty to host, store or deliver any particular Content.  If We are notified that Subscriber Content is infringing a copyright or if You notify Us that Content provided by someone else is infringing Your Subscriber’s copyright we will respond as described in our Copyright Policy, the terms and conditions of which are hereby incorporated herein by reference.  Further, with respect to custom code embedded by Subscriber, if such custom code risks data, or causes malfunction, XMPie may remove such custom code without notice or liability .

Users Data: You understand that XMPie may collect, process and use User’s name, email address and other information that can be used to personally identify User (“Personal Data”).  Our Privacy Policy and Data Processing Addendum describe how We handle Personal Data.  User hereby grants XMPie the right to use Personal Data as required or useful to perform its obligations and exercise its rights under these User Terms, User grants to XMPie the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, and User hereby irrevocably grants to XMPie all such rights and permissions in or relating to Personal Data relating to User as are necessary or useful for XMPie, its subcontractors, and agents to perform XMPie’s obligations and exercise its rights under these User Terms.

You hereby consent to the collection, disclosure, processing and use of User Personal Data as set forth in the above referenced documents, including the transfer of such Personal Data to the United States, Ireland, and/or other jurisdictions for storage, processing, and use by XMPie and its affiliates.  The laws in these jurisdictions may differ from the laws of User’s Jurisdiction and Personal Data may be subject to access by governmental authorities in these jurisdictions.  XMPie StoreFlow Cloud is controlled and operated from Ireland, Israel and the United States and international transfers shall be made in accordance with applicable law.  If User’s consents under this clause are not sufficient under the law applicable to such Jurisdiction, User shall not access or use XMPie StoreFlow Cloud until User completes the procedure required under the law of such Jurisdiction for giving consent.  By accessing and using XMPie StoreFlow Cloud, User understands and agrees that Subscriber Content and Personal Data, if stored by Us, will be stored in Ireland as set forth in the Data Processing Addendum.  You also understand that other Users or other people that Subscriber collaborates with can access Applications that You access and use (including Subscriber Content and Content provided by XMPie) from outside of Ireland and that nothing prohibits the processing of Personal Data outside of Ireland.

You acknowledge that XMPie will collect, process and use Personal Data compiled in an aggregate and anonymized manner as well as information relating to Your interactions with XMPie StoreFlow Cloud (collectively “XMPie StoreFlow Cloud”).  You agree that all right, title, and interest in XMPie StoreFlow Cloud Data and all intellectual property rights therein, are vested in and are retained solely by XMPie and that You have no right to prohibit, restrict or otherwise interfere with any use of such XMPie StoreFlow Cloud Data.

Acceptable Use: User may not access, provide Content or use the Platform or Tenant in any way that is disruptive, harmful, unlawful, contrary to commonly acceptable standards of good behavior online, or if you do not have sufficient rights, and in particular User may not, and may not permit any third-party, to directly or indirectly: (i) interfere with the lawful and authorized use of XMPie StoreFlow Cloud by any person, system or program; (ii) interfere with the lawful business or activities of XMPie or any third-party; (iii)  collect or harvest information about other people; (iv) provide to or through the Platform any material that contains, transmits, or activates any malicious or harmful code or malware such as viruses, Trojan horses or worms or launch, cause or facilitate any cyber threat or other activity that can cause damage or injury to any system; (v) provide to or through XMPie StoreFlow Cloud any offensive material (including any libelous or defamatory, discriminatory, explicit, pornographic, or violent material); (vi) violate any law, regulation, guideline or code of practice to which User submits or is subject including conducting unsolicited advertising or marketing or other activities that violate anti-spam laws, including the Telephone Consumer Protection Act and the Do-Not-Call Implementation Act (or any similar or analogous anti-spam, data protection, or privacy legislation in any other jurisdiction, or make unwanted communications); or (vii) receive, send or otherwise process sensitive personal information within the meaning of data protection laws including, but not limited to Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 as amended, Special Category personal data as referred to in the EU General Data Protection Regulation or any other personal information protected by law in any applicable jurisdiction.

Any software We provide may automatically download and install upgrades, updates, or other new features.

Neither Subscriber nor User will, and will not permit any third-party to directly or indirectly: (A) misappropriate or infringe XMPie’s intellectual property rights; (B) access or use the Platform or Tenant in any manner that: (i) is not expressly permitted by these User Terms and any applicable third-party license agreement; (ii) or violates any applicable law; (C) reverse engineer, decompile, disassemble, decode, adapt, disclose or otherwise attempt to derive, gain access to or discover the source code, object code or underlying structure, ideas or algorithms or any portion thereof relating to the Platform; (D) copy, modify, translate, or create derivative works of or improvements or modifications to the Platform; (E) submit, transmit, share, upload or otherwise provide to or through the Platform or Tenant any Subscriber Content that when used pursuant to these User Terms: (i) causes XMPie to misappropriate, infringe or otherwise violate the intellectual property rights of any third-party or (ii) obligates XMPie to grant any rights to You or to any third-party; (F) use, distribute or sell the Platform for the benefit of a third-party unless authorized in writing by XMPie; (G) use or view the Platform or Tenant for the purpose of developing a product or service competitive to the XMPie StoreFlow Cloud or the Platform; (H) attempt to bypass or breach any security device or protection associated with XMPie StoreFlow Cloud; (I) attempt to access XMPie StoreFlow Cloud through an unauthorized third-party application; (J) use or access XMPie StoreFlow Cloud in any way which may subject XMPie to liability; or (K) otherwise access or use XMPie StoreFlow Cloud in a manner that exceeds the scope of the authorization granted in these XMPie StoreFlow Cloud User Terms.

Our Technology and Materials: XMPie StoreFlow Cloud and related documentation and other materials are protected by copyrights, patents, trade secrets, or other proprietary rights.  Some of the characters, logos, or other images incorporated in XMPie StoreFlow Cloud are also protected as registered or unregistered trademarks, trade names, and/or service marks owned by XMPie or others.  XMPie, or its licensors, own and shall retain all right, title and interest in and to XMPie StoreFlow Cloud, including all copyright and other intellectual property rights therein and, in using it.  You do not acquire any ownership rights.  XMPie StoreFlow Cloud may contain software components provided by third parties.  You have no right, license, or authorization with respect to XMPie StoreFlow Cloud except as expressly set forth in these User Terms or in the applicable third-party license.

Third Party Charges: You are responsible for any mobile data charges that You may incur for using XMPie StoreFlow Cloud.  If You are unsure what those charges may be, You should ask Your service provider before using XMPie StoreFlow Cloud.

Third Party Software Licenses: XMPie StoreFlow Cloud may contain certain object code and/or components provided by third parties.  Your use of such object code or components as provided by XMPie is subject to your compliance with the license terms of such third parties.  Click here – https://www.xmpie.com/third-party-licenses/  for the terms of such third party licenses.

Disclaimer of Warranties: User’s access to and use of XMPie StoreFlow Cloud and any Content is at User’s own risk.  User acknowledges and agrees that XMPie StoreFlow Cloud is provided to Subscriber and User on an “AS IS” and “AS AVAILABLE” basis and that any use or reliance on any Content or materials submitted, transmitted, shared, uploaded or otherwise provided to or through, obtain from or store in XMPie StoreFlow Cloud is at Subscriber’s and User’s own risk.  XMPie DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR OTHERWISE EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS.  XMPie makes no warranty or representation and disclaims all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of XMPie StoreFlow Cloud or any Content; (ii) any harm to Your computer system or any other devices used to access or use XMPie StoreFlow Cloud, loss of data, or other harm that results from Your access to or use of XMPie StoreFlow Cloud or any Content; or (iii) the deletion of, or the failure to store or to transmit, any Content or other data provided to or through XMPie StoreFlow Cloud; and (iv) whether XMPie StoreFlow Cloud will meet Your requirements or be available on an uninterrupted, secure, or error-free basis.

Indemnity: You agree to indemnify, defend and hold harmless XMPie from and against any and all claims, demands, liabilities, costs or expenses, including reasonable attorney’s fees, caused by: (i) any breaches of any of the User Terms, (ii) the placement or transmission of any information onto XMPie’s or our affiliates or third-party partners’ servers (iii) or related to, Content, or its  storage, use, or access to; and/or (iv) any and all use of Your Credentials.

Investigations: XMPie may seek to gather information from a Subscriber or User who is suspected of violating these User Terms and from any other user at any time.  XMPie may suspend access by any User whose conduct or Content are under investigation and may remove such Content as it deems appropriate and without notice.  If XMPie believes, in its sole discretion, that a violation of these User Terms has occurred, it may: permanently remove the Content, warn Subscriber and User, suspend Subscriber and User and their respective passwords, terminate Tenant access, or take other corrective action it deems appropriate in its sole discretion.  XMPie may fully cooperate with any law enforcement authorities or court order requesting or directing XMPie to disclose the identity of anyone using XMPie StoreFlow Cloud.  BY ACCEPTING THESE TERMS, SUBSCRIBER AND USER WAIVE AND HOLD HARMLESS XMPIE FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY XMPIE, ITS AFFILIATES OR ANYONE ACTING ON ITS BEHALF DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER XMPIE OR LAW ENFORCEMENT AUTHORITIES.

Suspension: XMPie may stop (permanently or temporarily) providing XMPie StoreFlow Cloud or any features of it to Subscriber or any User or to parties generally.  We may also: (i) create limits on use and storage at our sole discretion at any time, (ii) remove or refuse to distribute any Content, (iii) suspend or terminate Subscriber or any User, or (iv) reclaim usernames without liability to such Subscriber or Users.  We may suspend Subscriber or any Users use of XMPie StoreFlow Cloud at any time in our sole discretion.  If We suspend access, neither Subscriber nor User shall create other Credentials without our written permission.

Local Regulations: We make no representation that XMPie StoreFlow Cloud is available for use or permitted by law in any particular location.  Subscriber and User respectively access XMPie StoreFlow Cloud, at its own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws.  Subscriber and User specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the United States or the country of residence.

Export: XMPie StoreFlow Cloud is subject to United States (U.S.) sanctions restrictions and export control laws and regulations.  You warrant and represent that: (i) You are eligible to receive and use U.S. exports; (ii) You are not listed on either the U.S. Department of Commerce’s Entity List or Denied Persons List or the U.S. Department of Treasury’s List of Specially Designated Nationals; (iii) You are not resident or otherwise located in Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk or Luhansk regions, and You are not a national of Cuba; (iv) You will not use or divert for use, directly or indirectly, any material, services, or technical data relating thereto: (a) in any nuclear related activity involving military end use or dual use without first obtaining any required U.S. export license or other U.S. governmental approval, (b) in the design, development, production, stockpiling or use of missiles, and/or (c) in the design, development, production, stockpiling or use of biological or chemical weapons; and (v) You will not reexport, divert or otherwise distribute any material, services, software, or technical data, or any products derived from access to software or technical data provided hereunder, in contravention of U.S. law or regulation.  You shall comply with any locally applicable sanctions restrictions and/or export control laws and regulations.  You hereby acknowledge and further agree that: (i) a violation of any of the above representations constitutes a violation of Your license to use XMPie StoreFlow Cloud and therefore will be cause for the immediate termination of Your license to use XMPie StoreFlow Cloud, and (ii) XMPie may terminate Your license to use XMPie StoreFlow Cloud in its entirety, effective immediately and without advance notice, if XMPie, Xerox or a government agency of the U.S. or any other country determines that an export license or other governmental approval is required for You to obtain or use (or continue to use) the materials and/or services.

Severability: If any provision of these User Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these User Terms will remain in full force and effect.  XMPie’s failure to enforce any right or provision of these User Terms will not be deemed a waiver of such right or provision.

Feedback: You grant to XMPie and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, modify, create derivative works, publish, display and incorporate into XMPie and/or its Affiliates’ services any feedback, ideas, or suggestions and/or contributions to services provided by Subscriber or User.  Under no circumstances will We pay Subscriber or User for the use of feedback, ideas or suggestions.

Changes to These XMPie StoreFlow Cloud User Terms: We may update these User Terms from time to time and if we do, we will notify You by posting a notice at our website along with the updated User Terms.  We will try to give You a reasonable amount of time in advance of any updates, however, this may not always be possible, for example, if We have to make changes to meet security, safety, legal, or regulatory requirements.

Additional Terms: Use of XMPie StoreFlow Cloud or any portion thereof may be subject to terms and conditions of an additional agreement between Subscriber and XMPie (e.g., a Professional Services Addendum) or an additional agreement between You and an affiliate or third-party.  In such cases, You must read those additional agreements carefully and be sure You understand them.  XMPie shall not be responsible for Your failure to meet the obligations of those agreements or Your inability to exercise any rights granted to You therein.

Conflicts: In the event of a conflict between these User Terms and the terms and/or conditions of any other agreement between You and XMPie, these User Terms shall control with respect to Your license to, access to and use of XMPie StoreFlow Cloud.

Updated August 1, 2024