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VistaPrint Hosting Service Member Agreement

1. Acceptance of Terms

1.1 This Agreement governs the access and use of all products and services relating to: (i) the Member-created websites (individually, a "Member Site" and collectively, "Member Sites"), and (ii) email hosting services, for which Member subscribes from VistaPrint, and (iii) the Facebook Page Builder, and which are provided and administered by VistaPrint and or its agents, suppliers, licensors, or third party contractors (collectively, the services are referred to as the "Services"). The general VistaPrint Terms of Use, available at www.VistaPrint.in, are incorporated by reference into and made a part of this Agreement, except to the limited extent that the general VistaPrint Terms of Use are expressly modified below. IF MEMBER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, MEMBER SHALL NOT PURCHASE, USE OR OTHERWISE ACCESS THE SERVICES OR ANY MEMBER SITES.

1.2 The Services is offered to Member conditioned upon Member's acceptance without modification of this Agreement. Member acknowledges that, from time to time, it may be necessary for VistaPrint to update or revise the provisions of the Agreement. By signing up for the Services and accepting this Agreement, Member agrees that VistaPrint may change the terms of the Agreement in its sole and absolute discretion without specific notice to Member. If Member does not agree to the changes implemented by VistaPrint, Member's sole and exclusive remedy is to cancel Member's subscription to the applicable Services ("Member's Service Account"). Unless explicitly stated otherwise, any new features or products that change, augment or enhance the current Services shall be subject to this Agreement.

1.3 Member's access to and use of the Services is further subject to the VistaPrint Privacy Policy which is available on VistaPrint's website and is incorporated by reference herein.

2. General Use of the Hosting Service

Member shall not use the Services, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement or any applicable law. Without limiting the generality of the foregoing, Member agrees that Member will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other website or product, transfer, or sell any information, content, artwork, graphics, software, lists of users, databases or other lists, products or services provided through or obtained from the Services other than for use as expressly permitted by this Agreement. This means, among other activities, that Member agrees not to engage in the practices of "screen scraping," "database scraping," or any other activity with the purpose of obtaining lists of users or other information. Member agrees that Member will not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other person's use and enjoyment of the Services. Member shall not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services. Except with the prior written permission of VistaPrint, Member agrees that Member will not access or attempt to access password protected, secure or non-public areas of the Services. Without limiting any of VistaPrint’s rights or remedies under this Agreement or available to VistaPrint at law or in equity, if Member violates any of the terms and conditions herein Member's Service Account may be terminated and Member may be subject to prosecution.

3. Charges and Billing

VistaPrint reserves the right to charge fees for the Services or any portion thereof and any applicable fees will be posted on VistaPrint’s website. If Member is required to pay a fee for all or any part of the Service for which Member has chosen to subscribe, Member will make an advance payment for all applicable fees incurred by Member in connection with Member's Service Account. Member will be notified by a mail before end of his applicable subscription period that he needs to renew his subscription or else his account would be terminated, unless Member's Service Account is terminated in advance by the end of the then-current subscription period. All fees associated with Member's Service Account shall be paid in the currency referenced on the VistaPrint website at checkout. The exchange rate will be determined by VistaPrint through a reasonable source. The exchange rate determined by VistaPrint shall be undisputable.

VistaPrint reserves the right to change any fees (which includes but is not limited to, increasing prices on existing or new Services and charging a fee for upgrades and/or for a service for which VistaPrint does not currently charge a fee) at any time and from time to time, provided, however, that VistaPrint will provide Member with reasonable notice prior to making any fee changes to existing Services. If Member finds any change to the pricing of any Services to be unacceptable for Member's continued use of the Services, Member is free to cancel such Services and terminate Member's Service Account at any time, VistaPrint will refund remaining portion of Member's pre-paid fees on pro rata basis.

Taxes

Member agrees to pay GST or other similar taxes, whether international, national, state or local, however designated, which are levied or imposed or may be levied or imposed, with respect to this Agreement. Member is responsible and liable for any fees, including attorney and collection fees, that Vistaprint may incur in its efforts to collect any remaining balances due from Member. This Section shall in no way limit any other remedies available to Vistaprint at law or in equity.

Member agrees to mention GST registration number and Entity Name, if applicable.The Member will ensure that the GST registration number and the Entity Name, if applicable corresponds to the billing address provided, as no change in the said details will be allowed once the order is placed.

Member further acknowledges that Vistaprint will not be responsible for verification of GST registration number and the Entity name, if applicable. Any tax liability arising consequent to non-compliance of law or due to furnishing of incorrect GST registration number and the Entity name, if applicable shall be borne by the Member. In the event, if Member fails to furnish GST registration number, the Member will be treated as ‘unregistered’ and will not be able to avail any input tax credit.

In any case, the liability of Vistaprint under GST regime would be limited to the amount of tax charged by Vistaprint.

4. VistaPrint Support Services

VistaPrint offers certain phone support services at no additional charge. Phone support which is offered at no additional charge is limited to technical questions only. Non-technical questions including, but not limited to, questions relating to design, search engine optimization, marketing planning or similar services, shall not be included in such phone support services.

Members may contact VistaPrint Support by dialling 02522-669393, Monday - Saturday : 10 am - 7 pm (Indian Standard Time).

5. Member Registration/Privacy Policy

In order for Member to participate in the Services, VistaPrint will require Member to provide specific information about Member and (if applicable) Member's business. Member agrees to provide true, accurate and complete information and to refrain from impersonating or falsely representing Member's affiliation with any person or entity. Member shall maintain with VistaPrint a valid and current email address of Member at all times. Member shall be responsible for maintaining the confidentiality of Member’s Service Account and password and shall be responsible for any and all transactions by persons given access to such account or password and any and all consequences of use or misuse of such account and password. Member shall be responsible for all actions by such persons, and shall fully indemnify VistaPrint as set forth in Section 17 herein below for such actions.

Any information supplied by Member upon registering for the Services and any other information supplied by Member about Member and/or Member's business (collectively, "Member Data") is subject to VistaPrint’s Privacy Policy. Member should review the VistaPrint Privacy Policy, a copy of which is available on VistaPrint’s website. VistaPrint reserves the right to update or change the Privacy Policy from time to time in its sole and absolute discretion. In addition, Member Data may be subject to surveillance and disclosure pursuant to applicable laws, rules and regulations relating to domain name registration, including without limitation rules and regulations imposed by ICANN (as defined below), the TPDNVs (as defined below), and the Registries (as defined below).

6. Member Account Limitations

Member hereby acknowledges that VistaPrint may, from time to time, in its sole discretion, establish general practices and limits concerning the use of the Services and Member Site, including without limitation, (a) the maximum number of days that specific Services offerings, such as email messages, guest book entries, discussion board postings or other content posted on the Member's Site (to the extent available and subscribed for) will be retained by VistaPrint, (b) maximum limits on bandwidth usage that will be allotted to Member, (c) maximum limits on storage space, (d) the maximum number of Member Sites and/or email addresses/accounts per Member's Service Account, (e) the maximum number of photographs or other data (if any) according to the type of Member's Service Account, (f) maximum limits on the number of pages within each Member Site, and (g) maximum time limitations for the retention of Member Content (as defined below) following any trial periods or account cancellation. VistaPrint further reserves the right to delete at any time, in its sole discretion and without prior notice, duplicate images uploaded for printing. Any of the foregoing limits will be consistent with the Services (including any upgrades) for which Member has registered. Member agrees that VistaPrint has no responsibility or liability for the deletion or failure to store any content maintained or transmitted by the Services, including without limitation any Member Content. Member further acknowledges and agrees that VistaPrint reserves the right to change these general practices and limits at any time, in its sole discretion. If Member finds any such changes to be unacceptable for Member's continued use of the Services, Member is free to cancel the Services and terminate Member's Service Account at any time. VistaPrint will refund remaining portion of Member's pre-paid fees on pro rata basis.

7. Exchange of Information; Monitoring

The Service enables Members to disseminate and exchange thoughts and opinions to and with other users or the public. VistaPrint is under no obligation, but does reserve the right in its sole discretion, to monitor, correct, pre-screen, filter, modify, intercept and analyze traffic of, copy, backup, redirect, transmit, refuse, limit access to, suspend, freeze, and remove any and all such thoughts, opinions, and other Member Content, Member Data, End-User Data etc. posted through the Services or stored in its servers without notice at any time. VistaPrint is not responsible for the appropriateness, legality, integrity, accuracy, sufficiency, correctness, veracity, completeness, or timeliness of any such Member Content. VistaPrint also reserves the right to disclose any information or materials belonging to any person or entity as necessary to satisfy any applicable law, rule, regulation, legal process, governmental request or contractual obligation binding upon Member. Member acknowledges that Member should always use caution when posting any personally identifying information about Member or Member's employees on the Services, the Member Site, or any other user sites. VistaPrint reserves the right to prohibit the use of any of its services in connection with any specially designated nationals (SDNs) as listed by the governmental authorities or having Country-Code Top Level Domain Name/ccTLD of any country designated by authorities such as Office of Foreign Assets Control (OFAC) or such other authority as having limited or comprehensive trade sanctions imposed by the government of India and or countries in which VistaPrint has operations or presence for reasons of anti-terrorism, non-proliferation, narcotics trafficking, or other reasons.

8. Member Conduct

Member's right to use the Services is personal to Member and or Member's company and its employees (if applicable). Member, and not VistaPrint, is entirely responsible for all Member Content. The term ‘Member Content’ shall include without limitation all information, data, text, literature, software, music, sound, photographs, graphics, designs, video, messages or all other materials and content, as applicable, posted or linked to by Member or its affiliates, agents, employees, representatives or customers via the Services, including, without limitation, any such information, data, text, literature, software, music, sound, photographs, graphics, designs, video, messages or all other materials and content posted or linked to on any Member Site (including, without limitation, as part of a domain name selected or used by Member) (collectively, “Member Content”). Member, and not VistaPrint, is responsible for compliance with all laws, regulations and ordinances connected with all aspects of the creation, use and maintenance of the Member Content, Services and Member Sites by Member and its affiliates, employees, agents, representatives and customers. Without limiting the generality of the foregoing, Member, and not VistaPrint, is responsible for compliance with all policies, rules, procedures, regulations, and other terms and requirements of the Internet Corporation for Assigned Names and Numbers (“ICANN”), the applicable registry governing the registration of the domain name associated with the Member Site (each, a “Registry”), and any applicable independent Third Party Domain Name Vendors (collectively, “TPDNVs”) responsible for the registration of the domain name associated with the Member Site. Member shall not use the Member Content, Services or Member Sites for any illegal purpose in violation of any local, state, federal or foreign law. Member must provide all required and appropriate warnings, information and disclosures, comply with all applicable laws and regulations, and take all other required and appropriate actions in connection with the creation, use and maintenance of the Member Content, Services and Member Sites by Member and its affiliates, employees, agents, representatives and customers. If the Services or Member Sites do not provide adequate facility or features for Member to provide such information or take such actions, then Member shall not create, use or access the Member Content, Services or Member Sites or permit any other party to do so.

With respect to any Member Content, Member Data, or End-User Data (as defined below) on the Services and Member Sites, Member agrees not to submit, post, upload, transmit or otherwise make available any Member Content, Member Data, End-User Data or other information:

a. that is misleading to others, including but not limited to consumers or other visitors to Member Sites;

b. that is unlawful, threatening, abusive, harassing, tortious, defamatory, obscene, harmful, libelouslibellous, invasive of another's privacy, hateful, or racially or ethnically objectionable;

c. in respect of which Member does not have a right to submit, post, upload, transmit or otherwise make available under any law (including without limitation data privacy laws or export control restrictions) or under contractual or fiduciary relationships (such as information learned or disclosed as part of employment relationships or under nondisclosure agreements);

d. that infringes or violates any person's patent, trademark, trade secret, copyright, proprietary right or other intellectual property rights;

e. that contains viruses or any other computer codes, worms, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment and/or that attempts to access the accounts of others, or attempts to penetrate security measures of VistaPrint, its vendors or suppliers or other entities' systems ("hacking"), whether or not the intrusion results in corruption or loss of data or harms any person;

f. that imposes an unreasonable or disproportionately large load on VistaPrint's infrastructure or that exceeds the limits provided by VistaPrint in respect of the Services for which Member registered; or

g. that includes any unsolicited or unauthorized advertising, promotional materials, "spam," "chain letters," "junk mail", “mail-bombing,” “e-mail harvesting,” or any other similar form of solicitation.

h. that includes phishing (identity theft), pharming, distribution of virus or malware, child pornography, fast flux techniques, running botnet command and control, network attacks, money laundering schemes (Ponzi, Pyramid, Money Mule, etc.).

i. that has pirated software or warez.

h. that is in VistaPrint’s sole discretion illegal, unlawful, or otherwise inappropriate.

h. relates to prostitution, escort services, or sex trafficking, all whether legal or not.

With respect to use of the Services and Member Sites, Member further agrees not to:

a. interfere with, disrupt or harm in any way the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of network operators connected to the Services;

b. intentionally or unintentionally violate any applicable local, state, national or foreign laws, including, but not limited to, rules and regulations promulgated by governmental authorities such as the Ministry of Information Technology, the Reserve Bank of India, the Securities and Exchange Board of India and the Ministry of Corporate Affairs , any rules and regulations of national or other securities exchanges, including without limitation, Information Technology (Intermediaries Guidelines) Rules, 2011 and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 and any other applicable regulations having the force of law;

c. impersonate any person or entity or falsely state or otherwise misrepresent Member’s affiliation with any person or entity; intentionally omit, delete, forge or misrepresent transmission information, including any headers, return mailing, and internet protocol (IP) addresses; or otherwise manipulate any identifiers in order to disguise the origin of any Member Content transmitted through the Services;

d. promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals;

e. sell, distribute, disseminate or link to any sites for marketing, sales, or distribution of: firearms, explosives, ammunition, tobacco products and any other products or services that (i) Member cannot legally sell, (ii) are misrepresented, and/or (iii) if sold via a Member Site, could cause VistaPrint to violate any law, statute or regulation;

f. post or disclose any personal or private information or images about children or any third party without their express written consent (or a parent's express written consent in the case of a minor), or engage in any activities that would violate the personal privacy rights of others;

g. intentionally or unintentionally violate any policies, rules, procedures, regulations, or other terms or requirements of ICANN, the Registry, or the applicable TPDNV responsible for the registration of the domain name associated with the Member Site;

h. violate any third party contracts to which Member is subject as a result of its access to or use of the Services; or

i. encourage, permit or enable any of its representatives, agents, employees, affiliates, customers or any other third party to do any of the foregoing.

VistaPrint may immediately terminate Member's Service Account and Member’s and its representatives’, agents’, employees’, affiliates’, customers’ or any other third party’s access to and use of all or part of the Services in the event VistaPrint reasonably concludes that Member and its representatives, agents, employees, affiliates, customers or any other third party is or may be in breach of any of the above listed rules of conduct.

9. Third Party Content

Member agrees that hot keys, hyperlinks, logos, marks, information may be created/inserted/put on Member Site by VistaPrint. No compensation of whatsoever nature shall be payable by VistaPrint to Member.

For Member's convenience, the Services may contain products, services, content and information from third party providers (such as advertisers and affiliates) and/or links to their websites ("Third Party Content"). Such Third Party Content is not under the control of VistaPrint and VistaPrint is not responsible for such content, including, without limitation, any link contained in such Third Party Content, or any changes or updates to such Third Party Content. VistaPrint is under no obligation, but does reserve the right in its sole discretion to pre-screen Third Party Content available on the Services. VistaPrint is not responsible for, and hereby disclaims all liability for and makes no representations or warranties for any Third Party Content. Such inclusion of Third Party Content is only as a convenience, and the inclusion of such Third Party Content does not imply endorsement by VistaPrint of such Third Party Content or the affiliate or advertiser. Member may be subjected to additional and/or different terms, conditions, and privacy policies when using third party products, services, content, software, or sites and agrees to comply with any and all end-user obligations or terms and conditions imposed by the providers of such Third Party Content. VistaPrint reserves the right to remove any Third Party Content that does not meet VistaPrint’s standards/policies/procedures/guidelines, but VistaPrint is not responsible for any failure or delay in removing such Third Party Content.

VistaPrint is not and will not be responsible for (i) the terms and conditions of any transaction between Member and any third party, (ii) any insufficiency of, suspension of or problems with any such third party's service, background, insurance, credit or licensing, or (iii) the quality of any Third Party Content provided by any third party or any other legal liability arising out of or related to any Third Party Content. In the event that Member has a dispute with any such third party, Member releases VistaPrint (and its affiliates, suppliers, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

Member agrees to expressly authorize VistaPrint to send service related transactional SMS messages, even in the case that Member's contact number is listed as DND with the concerned telecom regulatory authority.

10. DISCLAIMER OF WARRANTIES
NOTWITHSTANDING ANYTHING CONTAINED HEREIN, MEMBER EXPRESSLY UNDERSTANDS AND AGREES THAT: (A) MEMBER'S USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE CREATION, USE AND MAINTENANCE OF THE MEMBER SITE, IS AT MEMBER'S SOLE RISK. VistaPrint AND ITS SUPPLIERS PROVIDE THE SERVICES, INCLUDING WITHOUT LIMITATION ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICES AND THE MEMBER SITES "AS IS", “WHERE IS” AND “AS AVAILABLE” BASIS, AND WITHOUT ANY WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) VistaPrint AND ITS SUPPLIERS MAKE NO WARRANTY OR COVENANT OR REPRESENTATION AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND COVENANTS AND REPRESENTATIONS (I) THAT THE SERVICES OR MEMBER SITES WILL MEET MEMBER'S REQUIREMENTS, (II) THAT THE SERVICES OR MEMBER SITES WILL BE UNINTERRUPTED, TIMELY, WITHOUT DOWN-TIME, SECURE OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED, (III) REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, VALIDITY OR TRUTHFULNESS OF ANY INFORMATION, MATERIAL OR OTHER CONTENT OBTAINED THROUGH USE OF THE SERVICES OR MEMBER SITES; (IV) THAT ANY INFORMATION, DATA, DOWNLOAD AVAILABLE ON OR THROUGH HOSTING SERVERS WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES, BUGS, CODES, OR ANYTHING ELSE MANIFESTING DESTRUCTIVE PROPERTIES, OR (V) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY MEMBER THROUGH THE SERVICES WILL MEET MEMBER'S EXPECTATIONS; AND (C) ANY INFORMATION, MATERIAL OR OTHER CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR MEMBER SITES, IS DONE AT MEMBER'S OWN DISCRETION AND RISK, AND MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO MEMBER'S OR THIRD PARTIES’ COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH INFORMATION, MATERIAL OR OTHER CONTENT. FURTHERMORE, VistaPrint NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF SERVICES AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
11. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, IN NO EVENT SHALL VistaPrint AND/OR ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, CUSTOMERS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, OR ANY OTHER DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF VistaPrint OR ANY OF SUCH PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT SHALL VistaPrint AND/OR ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, CUSTOMERS OR SUPPLIERS BE LIABLE IN ANY RESPECT ARISING OUT OF OR IN CONNECTION WITH: (A) THE USE OR INABILITY TO USE OF THE SERVICES OR MEMBER SITES, (B) THE PROVISION OF OR FAILURE TO PROVIDE SERVICES OR MEMBER SITES, (C) ANY MEMBER CONTENT OR OTHER INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR RELATED GRAPHICS OBTAINED OR PROVIDED THROUGH THE SERVICES OR MEMBER SITES OR OTHERWISE ARISING OUT OF THE CREATION, USE OR MAINTENANCE OF THE SERVICES OR MEMBER SITES, (D) STATEMENTS OR CONDUCT OF MEMBER OR ANY THIRD PARTY ON OR WITH RESPECT TO THE SERVICES OR MEMBER SITES, OR (E) ANY DOMAIN NAME DISPUTES ARISING FROM OR RELATING TO A DOMAIN NAME SELECTED BY MEMBER FOR USE WITH THE MEMBER SITE.

12. Additional Representations and Warranties and additional Covenants
Member represents, warrants, and covenants that (a) Member has the power and authority to enter into this Agreement; (b) Member, if being a natural person, is at least eighteen (18) years of age; and, (c) Member will only access and use the Services and Member Sites in accordance with this Agreement. Member further agrees that it is and will at all times be, in full compliance with all applicable laws, regulations, rules and ordinances regarding its business, the creation, use and maintenance of the Services, Member Sites, Member Content, Member Data, End-User Data and other data, including without limitation applicable data protection laws and export control laws, and otherwise as related to this Agreement and Member’s performance hereunder.(d) Member shall obtain the necessary registration under the GST and furnish the returns on time without causing inconvenience to Vistaprint.
13. Proprietary Rights to Member Content
VistaPrint does not claim ownership of the Member Content that Member provides to VistaPrint or through the Services and/or that Member places on the Member Site, and VistaPrint acknowledges and agrees that, subject to the terms and conditions of this Agreement, Member will retain any and all applicable copyright and other intellectual property rights in any Member Content it has. Notwithstanding the foregoing, Member hereby grants VistaPrint a non-exclusive, worldwide, irrevocable, perpetual, unlimited, assignable, sub-licensable, royalty-free, license to (i) copy, host, use, reproduce, modify, prepare derivative works of, improve, distribute, transmit, publish, remove, retain, add to, combine with information provided by third parties, and publicly display the Member Content (a) on and through the Services and Member Sites for the purpose of creating, operating and maintaining the Services and Member Sites and (b) in VistaPrint’s promotional and advertising materials for the limited purpose of promoting the Services, and (ii) sublicense to third parties such Member Content to the extent necessary for the creation, operation, and maintenance of, in part or in whole, the Services and Member Sites. Member also hereby grants VistaPrint the perpetual and irrevocable right to delete any or all of the Member Content from VistaPrint’s servers, the Services and the Member Site, whether intentionally or unintentionally, and for any reason or no reason, without any liability of any kind to Member or any other person. Member agrees that even though Member retains certain copyright or other intellectual property rights in the Member Content, Member does not own the Member’s Service Account used to access the Services or Member Site, nor does Member own any data stored on VistaPrint servers (including without limitation any data representing or embodying any or all of the Member Content). No compensation will be paid to Member with respect to VistaPrint’s or its sublicensee's use of the materials as licensed in accordance with the foregoing terms. By submitting, posting, uploading, transmitting or otherwise making available any Member Content or by posting messages, uploading files, inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through the Services or any Member Site, Member warrants and represents that Member owns or otherwise controls the rights necessary to do so and to grant VistaPrint the license set forth above, and, pursuant to the terms set forth in Section 17, Member will defend, indemnify and hold harmless VistaPrint and the other Indemnified Parties from any third party claim related to a breach of any of the foregoing representations and warranties.
14. VistaPrint Proprietary Rights/Software Licenses

Member hereby agrees and acknowledges that the Services and Member Sites and any software used in connection with the Services and Member Sites (the "Software") contain proprietary and confidential information of VistaPrint and/or its licensors that is protected by applicable copyright, trade secrets, trademarks, and other intellectual property and other laws. No reproduction, distribution, or transmission of the proprietary materials of the Services or the Software is permitted without the express written consent of VistaPrint. Member further agrees and acknowledges that content contained in sponsor advertisements or information presented to Member through the Services and advertisers is protected by applicable copyrights, trademarks, service marks, patents and other proprietary rights and laws. Any rights not expressly granted herein are reserved to VistaPrint.

On the condition that Member complies with all of its obligations under this Agreement, VistaPrint grants Member a non-exclusive, revocable, non-transferable, non-sub-licensable, limited license to use the Software for the purposes of utilizing the Services and operating and maintaining the Member Sites, in each case, solely to the extent provided for herein. Member may not sub-license or charge others to use or access the Software. The Software is owned by VistaPrint and/or its licensors and is protected to the maximum extent permitted by copyright laws and international treaty provisions. Any reproduction, modification, creation of derivative works from, reverse engineering, redistribution or retransmission of the Software is expressly prohibited, and may result in severe civil and criminal penalties. The Software, its structure, sequence and organization and source code are considered trade secrets of VistaPrint and its licensors and are protected by trade secret laws.

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. MEMBER SHALL NOT DECOMPILE OR DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY CODE INCLUDING (SOURCE CODE) CONTAINED IN ANY SOFTWARE PROVIDED HEREUNDER EXCEPT AS AND SOLELY TO THE EXTENT PERMITTED UNDER APPLICABLE LAW NOTWITHSTANDING THIS PROVISION.

CONFIDENTIAL INFORMATION

Member recognises that it may be given and have access to Confidential Information of VistaPrint. Member undertakes not to use any such Confidential Information, for its own purposes except as permitted hereunder, without the prior written consent of VistaPrint. Member further undertakes that it shall at all times during and after termination of this Agreement keep the Confidential Information confidential and not disclose to any third party. The contents of this Agreement shall also be kept confidential. The term “Confidential Information” means any and all information disclosed to or otherwise acquired by Member including its affiliates, directors, officers, representative and or employees from VistaPrint or its affiliates, associates, representatives, agents or employees, whether communicated in writing, orally, electronically, photographically, or in recorded or any other form, including, but not limited to operating information and strategies, data, media, client list, target clients, know-how, designs, drawings, specifications, source codes, technical information, concepts, reports, methods, processes, techniques, operations, devices, and the like, whether or not the foregoing information is patented, tested, reduced to practice, or subject to copyright.

No announcement, circular, press releases, advertising, marketing materials or promotional materials in connection with the subject matter of this Agreement shall be made or issued (whether in print, electronically or otherwise) by or on behalf of Member without the prior written consent of VistaPrint.

Upon request of VistaPrint, Member undertakes to immediately return to VistaPrint or (at VistaPrint’s instructions) destroy or hav