PRINTPRIMA WEBSITE TERMS OF SERVICE

Version 05092024

Introduction and Overview

Thank you for choosing Printprima Solutions Limited. We provide a platform (the "Platform") that encompasses print management services, (a "Service");

Printprima Solutions Limited, along with any parent, subsidiary, affiliate, or related companies are referred to in these provisions as "Printprima Solutions”, “we” or "us."

When you use the Platform, you enter into a binding contract with us. Each section of the agreement begins with an italicized annotation that is intended to help you navigate the agreement. The annotations do not completely summarize the agreement, though, and you should read each section carefully and in full. We've also bolded a few areas that talk about important legal rights, and you should be sure to read them carefully. 

If you are an individual acting on your company's or client's behalf, you accept these provisions on their behalf and the term "you" will refer to you, your company, or your client. 

Agreement to These Terms

You need to agree to these terms to use our Platform. By using the Platform, you are instructing us to share your data across our Platform for marketing, eligibility, and other purposes described in our Global Privacy Statement, consistent with applicable law. This data may include credit information and other information we obtain from third parties.

Toaccess and/or use the Platform, you acknowledge and agree:

• To the terms and conditions of this agreement ("Agreement"), which includes:

• Printprima's Global Privacy Statement;
• Any additional provisions and conditions provided separately to you for your use of the Platform, which may include terms and conditions from third parties (which we refer to as "Additional Terms")

• You are at least 18 years of age;
• You are capable of forming a binding contract with Printprima
• You are not based in any other territory that is subject to a government embargo or comprehensive sanctions or are not otherwise prohibited from using the Platform under the laws and regulations of the Nigeria, or any other applicable jurisdiction

You understand that by using certain Services, you are providing written instructions in accordance with the Fair Credit Reporting Act and other applicable law to permit Printprima Solutions Limited. and its affiliated companies to obtain and periodically refresh your credit information and other information about you from third parties for marketing, eligibility, and other purposes described in Printprima's Global Privacy Statement. You understand that your instructions authorize Printprima Solutions and its affiliated companies to obtain such information now and periodically in the future for as long as you have a registered Printprima Solutions account. We will stop refreshing your credit information when you cancel your account through your account settings.

Your Personal Information

We want to be transparent about how we use personal information and about your rights in our Privacy Statement. You should only provide us with personal information of others if you have received permission to do so.

You agree that Printprima Solutions may use and maintain your personal information according to Printprima's Global Privacy Statement and any changes published by Intuit. 

To the extent we allow you to input personal information (as the term is defined under applicable law) about other individuals other than yourself, you represent and warrant that you have complied with all applicable laws and received the proper authority or consent to allow us to collect and process such information to operate our business, in accordance with our Global Privacy Statement.

Changes

Change happens. When it does happen, we will update this Agreement. If the changes are material, you may need to accept the changes to use the Platform. Similarly, there may be circumstances where we need to update or discontinue the Platform.

We may modify the provisions of this Agreement at any time. We may notify you of such modifications by posting through the Platform or on our website or by other means. It is important that you review this Agreement whenever we modify it because your continued use of the Platform indicates your agreement to the modifications.

In some cases, you may need to accept changes to this Agreement to continue using the Platform. If you do not agree to the changes, you may stop using the Platform or terminate your account.

Similarly, we may update the Platform, including with tools, utilities, improvements or third party applications. You agree to receive these updates. We may further modify, suspend or discontinue the Platform at any time. You agree that we will not be liable to you or any third party for any modification, suspensions, or discontinuance of the Platform.

Your Rights to Use the Platform

You can use our Platform for your own personal and lawful use or as otherwise permitted under this Agreement. 

Beta Features

We may provide you with access to beta features in the Platform. You are free to use them, but they are provided as-is.

We may include new and/or updated pre-release and trial features in the Platform and such features are provided as-is. Your use of such features is at no additional cost but you must follow additional rules or restrictions that we may place on their use.

Account

You will provide accurate, up-to-date account information and securely manage such information.

You may need to sign up for an account to use the Platform. We may need to verify your identity and you authorize us to collect information (e.g., date of birth, address) from you to do so (collectively, with all information requested to enable your account, "Account Information"). You will provide accurate, up-to-date Account Information, and we disclaim any liability arising from your failure to do so. Such failure may further limit your ability to use the Platform and affect the Platform's accuracy and effectiveness.

You are responsible for securely managing your Account Information, including any password(s) for the Platform. You will notify us immediately if you believe that your Account Information or device you use to access the Platform has been lost or stolen or that someone is using your account without your permission.

Payment & Cancellations

Our Services have costs associated. For those with costs, we may charge your payment method for fees or on a subscription basis. You may cancel your subscription at any time (but you may not receive a refund).

We may require payment of fees or a subscription charge for use of the Platform (or certain portions of the Platform) and you agree to pay such fees. If you registered for a trial, you may need to purchase the Platform before the trial ends in order to retain access to any content provided to, or created through, the Platform.

Payments will be billed in U.S. dollars, and your account will be charged upon purchase and when you provide your payment information, unless stated otherwise in applicable payment provisions. If your payment information is not accurate, current, and complete, we may suspend or terminate your account. If you do not notify us of updates to your payment information, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

You may be charged a subscription fee in advance on an annual basis or other recurring interval disclosed to you prior to your purchase. For annual subscriptions, we will send you a reminder with the then-current subscription fee no less than thirty (30) days and no more than sixty (60) days before your subscription term ends, or otherwise as required by applicable law. Printprima Solutions may change the price for recurring subscription fees from time to time with notice to you. Price changes will take effect at the start of the next subscription period following the date of the price change. If you do not agree with the price change, you may unsubscribe prior to the price change going into effect.

Your payment to Printprima Solutions will automatically renew at the end of the applicable subscription period but you can cancel a subscription at any time. Subscription cancellations will take effect the day after the last day of the current subscription period. If you cancel in the middle of a subscription period, you will be able to continue to access and use the applicable Service until the end of your subscription period. We do not provide refunds or credits for any cancellations or partial subscription period.

Desktop and Mobile App Use

Desktop and Mobile versions of our Platform may be available for download but you must follow applicable third-party terms when using them.

The Platform may be available through one or more apps for a compatible desktop computer or mobile device. You agree that you are solely responsible for any applicable changes, updates and fees as well as complying with the provisions of your agreement with your telecommunications provider and any third-party mobile app marketplace.

With respect to the applicable Software, you are only granted limited rights to install and use the Software you have downloaded, signed up for or for which you have purchased a license or acquired a free trial. Printprima Solutions reserves all other rights in the applicable Software not granted to you in writing in this Agreement. Conditioned upon your compliance with the terms and conditions of this Agreement (including all payment obligations), Printprima Solutions grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the applicable Software only for the period of use provided in the ordering and activation terms (as applicable), as set forth in this Agreement or in Intuit's then-current product discontinuation policies (as updated from time to time) and only for the purposes described by Printprima Solutions for the applicable Software.

You acknowledge and agree that such Software is licensed, not sold.

You may make a single copy of the Software for backup purposes, provided that you reproduce on it all copyright and other proprietary notices that are on the original copy of the Software. You will not delete or in any manner alter the copyright, trademark and other proprietary rights notices or markings appearing on the Software as delivered to you.

Advice and Third Party Services and Products

You may have access to professional advice and third-party products. Any such advice and products are not covered under this Agreement.

We may offer specific functionality in the Platform that provides you with the opportunity to seek professional advice, for example, the ability to speak with an expert. Unless specifically disclosed, Printprima Solutions is not in the business of providing legal, financial, accounting, tax, health care, insurance, real estate or other professional service or advice, and you should consult with professionals for advice prior to making important decisions in these areas.

The Platform may also include information about or offers for third-party services or products or allow you to connect your account to or otherwise access third-party services or products. Printprima Solutions does not warrant, and is not responsible for, such third party services and products or claims made about them, or the actions or inactions of any third party. You must review and comply with any Additional Terms. Printprima Solutions may be compensated by those third parties, which could impact whether, how and where the services and products are displayed. 

Content and Data 

What's yours remains yours, what's ours remains ours, but we may use information you provide to improve our Platform.

You are solely responsible for anything you write, submit, receive, share and store or any data you input into the Platform (collectively, your "Content"). Content includes, but is not limited to, data, information, materials, text, graphics, images, audio, video that are uploaded, transmitted, posted, generated, stored, or otherwise made available through the Platform. You have no obligation to provide any content to the Platform, and you're free to choose the content that you want to provide. You acknowledge certain functionality in the Platform may be dependent on the provision of Content and may not be available without such Content.

Your Content remains yours, which means that you retain any intellectual property rights that you have in your Content. By sharing your Content on the Platform, you hereby grant Printprima Solutions a license to use your Content, as described in more detail below.

1. What's covered

This license covers your Content to the extent your Content is protected by intellectual property rights.

2. Scope

This license is:

• Worldwide, which means it's valid anywhere in the world;
• Non-exclusive, which means you can license your Content to others; and
• Royalty-free, which means there are no fees for this license

3. Rights

This license allows Printprima Solutions to:

• Host, reproduce, distribute, communicate, sublicense and use your Content — for example, to save your Content on our systems and make it accessible from anywhere you go;
• Publish or publicly display your Content, if you've made it visible to others; and
• Modify and create derivative works based on your Content, such as reformatting or translating it

4. Purpose

This license is for the limited purpose of:

Operating, providing and improving the Platform, which means allowing the Platform to work as designed and creating new features and functionalities.

5. Duration

This license lasts for as long as your Content is protected by intellectual property rights.

Printprima Solutions may collect, derive or generate deidentified and/or aggregated data regarding your usage of or the performance of the Platform, including data derived from your Content. Printprima Solutions will own all such data and may use this data without restriction, including, but not limited to, operating, analyzing, improving, or marketing Intuit's products and services, including the Platform.

As between you and Printprima, Printprima Solutions and its licensors retain all right, title or interest in and to the Platform, except for the rights granted to you.

Prohibited Uses

We expect you to obey the law and follow certain rules in using the Platform.

Printprima Solutions does not condone or support any activity that is illegal, violates the rights of others, harms or damages printprima's reputation, or could cause Printprima to be liable to a third party. At minimum, you may not use the Platform to:

• Violate any law, regulation, executive order or ordinance, including through actions that give rise to criminal, civil, administrative or regulatory liability and/or fines;
• Post, generate, or share Content that is or may be illegal or inappropriate, including material that may be defamatory, obscene, harassing, offensive, fraudulent, objectionable, false or misleading or infringing;
• Transmit any virus, trojan horse, or other disruptive or harmful software or data;
• Send any unsolicited or unauthorized advertising, such as spam;
• Impersonate or misrepresent your affiliation with Printprima;
• Reproduce, modify, resell, license, or provide free or unauthorized access to the Platform or make the Platform available on any file-sharing, virtual desktop or application hosting service;
• Attempt to reverse engineer, decompile or disassemble in any way any of the Platform;
• Engage in unauthorized access, monitoring, interference with, or use of the Platform or third party accounts, information (including personal information), computers, systems or networks, including scraping or downloading content that doesn't belong to you;
• Use the Platform for general archiving or back-up purposes; or
• Encourage or enable any other individual to do any of the above or otherwise violate this Agreement. 

We take copyright seriously at Printprima. We respect the copyrights of others and expect you to do the same. If you repeatedly infringe the copyrights of others, we may terminate your account. 

Printprima Solutions may terminate your use of the Platform based on our reasonable suspicion that your activities, business or products are objectionable or promote, support or engage in any of the prohibited uses described above.

Printprima Solutions may (but has no obligation to) monitor the use of the Platform or Content and may edit or remove any Content. We may disclose any information necessary to satisfy our legal obligations, protect Printprima Solutions or its customers, or operate the Platform properly.

Community Forums; Feedback

You may be able to communicate with others through our Platform but please be respectful. Suggestions you provide for improving our Platform may be used freely by us.

The Platform may include a community forum or other social features that enable you to exchange Content and information with other users of the Platform and the public. Printprima Solutions does not support and is not responsible for the Content in these community forums. Please be respectful when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Printprima Solutions is not responsible.

You may provide Printprima Solutions your feedback, suggestions, or ideas for the Platform. You grant Printprima Solutions a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use your feedback, suggestions, and ideas in any way, including in future modifications of the Platform, other products or services, advertising or marketing materials.

Chatbots

We may use Chatbots to optimize your experience. These technologies are evolving and may have limitations.

When you use the Platform, you may use or interact with automated features like chatbots, digital assistants, conversational experiences powered by artificial intelligence, or similar technologies ("Chatbots"). Information generated by Chatbots may not be unique.

While Chatbots are designed to improve your experience, these technologies are evolving and may have limitations such as generating outputs that are inaccurate or inappropriate to your situation.

Termination

You may cancel your account and Printprima Solutions may suspend or terminate your use of the Platform. 

This Agreement is effective until your subscription expires or you cancel your account or Printprima Solutions terminates this Agreement (or your account). Printprima Solutions may terminate this Agreement (and your account) or suspend the Platform at any time in our discretion.

If you want to cancel your subscription for a Service, please follow the applicable Service instructions. If you wish to delete your data from a Service, please log into Printprima Solutions Account Manager and follow the instructions under the respective data and privacy settings.

Effect of Termination

You must stop using the Platform once your subscription expires or you cancel your account (or if this Agreement or your account is terminated).

Upon expiration of your subscription or cancellation of your account, or Printprima's termination of your account or this Agreement, you must immediately stop using the Platform and pay all fees for Platform used. No expiration or termination will affect your obligation to pay all fees due or that may have accrued through the effective date of expiration or termination or entitle you to any refund.

Survival

There are a few parts of this Agreement that will continue to apply after termination.

The following Sections will survive any termination, discontinuation or cancellation of the Platform or your account: "Your Personal Information," "Payment and Cancellations" (with respect to fees due and unpaid), "Content and Data," "Community Forums; Feedback," "Effect of Termination," "Disclaimers," "Limitation of Liability," "Indemnity Obligations," "Disputes," and "General Terms (Miscellaneous)".

Printprima Solutions Communications

We may contact you from time to time to support your use of the Platform.

In order to properly support and serve you, we occasionally need to reach out and contact you, and may do so in a variety of ways such as via text message, email or messaging functionality in the Platform. We want to provide you options for receiving communications from us, and as such you may opt-in or opt-out of receiving certain types of communications from us or sign up to receive certain kinds of messages from us, depending on the Platform. You will need to notify us of any changes to your contact details to ensure your preferences are updated.

You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that Printprima Solutions may use your telephone number for multi-factor authentication ("MFA"), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve Printprima Solutions sending text messages containing security codes to your telephone number. You agree to receive these texts from Printprima Solutions containing security codes as part of the MFA process. In addition, you agree that Printprima Solutions may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including: providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services.

Third Party Account Information

Printprima Solutions is not responsible for any account information obtained from third parties.

When you direct Printprima Solutions to retrieve your account information from third parties, you authorize and permit us to use and store that information and other information you submit through the Platform (such as usernames and passwords) for purposes of providing the Platform and Services to you. You grant Printprima Solutions a limited power of attorney to access those accounts and retrieve your account information, without additional notice to you. Printprima Solutions will be acting as your agent and will not be acting on behalf of the third party.

Printprima Solutions does not review third party account information for accuracy and is not responsible for any issues or expenses resulting from such account information, including any inaccuracy, error, delay, or non-delivery. For clarity, Printprima Solutions is not responsible for any payment processing errors or fees arising from inaccurate account information provided by third parties.

Disclaimers

We don't make any warranties about the Platform except as expressly stated in this Agreement.

The only warranties we make about the Platform are (1) stated in this Agreement, or (2) as provided under applicable laws. The Platform is otherwise provided "as-is," and we do not make any other warranties about the Platform. Unless required by law, we do not provide implied warranties, such as the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Platform is error-free, secure, or free from any viruses or other harmful components. We also do not provide any warranties with respect to data loss or to the accuracy, reliability, or availability of the Platform, nor of any content (including any Content) or information made available in the Platform. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to sixty (60) days from the date of purchase or delivery of the Platform, whichever is sooner.

Limitation of Liability

Our liability is limited when it comes to issues you may encounter with our Platform. 

Other than the rights and responsibilities described in this Agreement and as allowed by applicable law, Printprima Solutions won't be responsible for any losses.

 The total aggregate liability of Printprima Solutions and our third party providers, licensors, distributors or suppliers ("Printprima Solutions Parties") arising out of or relating to this Agreement is limited to the greater of: (1) the fees that you paid to use the relevant Service(s) in the 12 months before the breach or (2) $100.

Printprima Solutions won't be responsible for the following:

• Loss of data, profits, revenues, business opportunities, goodwill or anticipated savings;
• Indirect, incidental, or consequential loss;
• Punitive damages; or
• Damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, viruses, or spyware.

The above limitations apply even if the Printprima Solutions Parties have been advised of the possibility of such damages. This Agreement sets forth your exclusive remedy with respect to the Platform and its use.

If you're legally exempt from certain responsibilities, including indemnification, then those responsibilities don't apply to you under this Agreement. For example, the United Nations enjoys certain immunities from legal obligations and this Agreement doesn't override those immunities.

Indemnity Obligations

If someone sues us because you used the Platform unlawfully or didn't follow our rules, you will be responsible for any harm to us.

You will indemnify and hold harmless the Printprima Solutions Parties for any losses, damages, judgments, fines, costs and expenses (including legal fees) in connection with any claims arising out of or relating to your unlawful or unauthorized use of the Platform or violation of this Agreement. Printprima Solutions reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any claims. You agree to reasonably cooperate as requested by Printprima Solutions in the defense of any claims.

Disputes

In the event we are unable to resolve any dispute through an informal dialogue, a third-party arbitrator or small claims court will help us resolve any disputes we might have, and any disputes will be resolved on an individual basis rather than as a class action.

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute" and collectively, the"Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 60 days before initiating arbitration. Such informalnegotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

Any dispute arising out of or in connection with these Legal Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by the International Commercial Arbitration Court under the European Arbitration Chamber (Belgium, Brussels, Avenue Louise, 146) according to the Rules of this ICAC, which, as a result of referring to it, is considered as the part of this clause. The number of arbitrators shall be three (3). The seat, or legal place, orarbitration shall be Nigeria. The language of the proceedings shall be English. The governing law of these Legal Terms shall be substantivelaw of Nigeria.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

General Terms (Miscellaneous)

This Agreement is the entire agreement between you and Printprima Solutions and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter.

Governing Law

These Legal Terms shall be governed by and defined following the laws of Nigeria and yourself irrevocably consent that the courts of Nigeria shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Legal Terms.

Compliance with Global Trade Laws and Restrictions

You are allowed to use the Platform under the laws of the Nigeria and other applicable territories. The Platform shall not be exported to jurisdictions that are subject to government embargos or comprehensive sanctions.

You agree that you and anyone who uses the Platform are not prohibited from using the Platform under the laws and regulations of the Federal Republic of Nigeria or other applicable jurisdiction. For example, You will not use, export, re-export, import, sell, release, or transfer the Platform, the Software or the Service directly or indirectly, except as authorized by Nigerian law, the laws of the jurisdiction where the Platform and Software are made available, and any other applicable laws and regulations. In particular, but without limitation, the Platform, Software, Services, source code, and technology may not be exported, or re-exported, transferred, or released into any Nigerian embargoed and comprehensively sanctioned. You also agree that you will not use the Platform, Software and Services for any purposes prohibited by Nigerian law. In addition, you certify that neither you nor any principals, officers, directors, or any person or entity (including any beneficiaries, owners, affiliated and/or associated parties) you know to be directly involved with the use of the Platform, Software and the Services are not: (a) on any sanctions lists in the countries where the Platform, Software and Services are available, (b) doing business in any of the Nigerian embargoed countries.

Waiver

If we waive some of our rights under this Agreement, it doesn't mean we waive our rights in other circumstances.

Printprima's failure to act or enforce any of its rights does not constitute a waiver of any of our rights. Any waiver by Printprima Solutions of any of the provisions in the Agreement must be made in writing and signed by a duly authorized officer of Printprima.

Assignment

You can't transfer this Agreement or your right to use the Platform to someone else without our permission. 

Printprima Solutions may assign or transfer this Agreement to any party at any time without notice to you. You may not assign your rights under this Agreement, by operation of law or otherwise, without our consent. Any attempts to do so without our consent will be void.

Severability

If a court voids a term of this Agreement, the other terms will not be affected.

If any provision of this Agreement is unlawful, void, or unenforceable for any reason, then that provision will be severed and the remaining provisions will remain in full force and effect.

Contact Information

If you have any questions about the Platform or this Agreement, please contact Printprima Solutions support.