PAPERITALO PUBLICATIONS, LLC PURCHASING CONCIERGE SERVICE MEMBERSHIP AGREEMENT
Last updated November 23, 2016
Paperitalo Publications, LLC operates a pulp and paper industry purchasing concierge service whereby Paperitalo Publications, LLC provides Members with a list of suppliers in categories requested by Members. All services described in this Section, as well as any other services offered by Paperitalo Publications, LLC at any time shall be defined herein as "Service" or "Services. Subscribers shall be defined as "Members."
In order to use the Service, Members must read and accept all of the terms and conditions in, and linked to, this Membership Agreement (this "Agreement"). This Agreement may be modified by Paperitalo Publications, LLC from time to time at our sole discretion, and Members will receive notice if modifications to the Agreement are made. We strongly recommend that, as Members read this Agreement, Members also access and read the linked information. By accepting this Agreement, Members also agree that Members may use of some Paperitalo Publications, LLC branded websites or other websites we operate and these may be governed by separate terms and conditions, agreements and privacy policies.
BY ACCEPTING THE TERMS OF THIS AGREEMENT, MEMBERS ACKNOWLEDGE THAT MEMBERS HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL THE TERMS, CONDITIONS AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF MEMBERS HAD SIGNED THIS AGREEMENT.
- PAPERITALO PUBLICATIONS, LLC PURCHASING CONCIERGE SERVICE
Paperitalo Publications, LLC provides Members with a detailed list of suppliers in the pulp and paper industry for specific categories requested by Members from time to time.
(a)Paperitalo Publications, LLC Subscription and Plan
Members joining and renewing agree to sign up for an annual concierge service for the sum of $500.00. The benefits Members will receive are as follows:
- A detailed list of suppliers in the pulp and paper industry for categories requested by Members for the Members' specific needs from time to time.
- Unlimited requests by Members for specific suppliers' information
The benefits to Members in Paperitalo Publications, LLC Purchasing Concierge Plan are available only while the Member's Plan is active and the Member's Paperitalo Publications, LLC account is in good standing. Paperitalo Publications, LLC reserves the right to modify the Plan at any time and at its sole discretion. The details of the Member's Plan, including the price and the various benefits are offered herein.
- REGISTRATION INFORMATION
As a condition of Members use of the Service, Members agree to: (a) provide Paperitalo Publications, LLC with true, accurate, current and complete information as prompted by the Paperitalo Publications, LLC's registration forms, when registering for or using the Service; and (b) update and maintain the truthfulness, accuracy and completeness of such information.
- MINIMUM AGE
Members must be 18 years of age or older to use or register for Services.
- USE VOID WHERE PROHIBITED
Membership in the Service is void where prohibited.
- SERVICE FEES AND BILLING METHODS
Paperitalo Publications, LLC will charge Members a membership fee in order to provide the Service. The membership fee is $500.00 for an annual membership (the "Membership Fee").
Members acknowledge that Paperitalo Publications, LLC reserves the right, at any time, to modify its Membership Fees and billing methods. Membership Fees may be paid in advance by credit card, debit card, or PayPal.
If the payment processing for the renewal of Member Plan fails for any reason, we will attempt to process Membership renewal for a period up to thirty (30) days in accordance with our standard renewal practices then in effect (which may be modified from time to time by Paperitalo Publications, LLC). Except as otherwise required by applicable law, Members agree that
(b)Canceling Members Plan
Members may cancel Members Plan at any time by contacting Paperitalo Publications, LLC by first class certified mail at 4018 Keeneland Court, Duluth, GA 30096.
The suppliers provided by Paperitalo Publications, LLC do not whatsoever indicate a referral or recommendation of a specific supplier by Paperitalo Publications, LLC. Members hereby acknowledge and agree that any supplier contacted by Members or a Member's company for any service is at Member's own risk and agree to indemnify and hold harmless Paperitalo Publications, LLC from any and all incidents which may arise from any future work said supplier may perform.
- CONFLICT RESOLUTION
If Members have a dispute with a specific Service Provider Members agree that Paperitalo Publications, LLC shall not be a party of said dispute. Members further agree to indemnify and hold harmless, Paperitalo Publications, LLC from any said dispute.
- DISTRIBUTION OF SUPPLIERS
Paperitalo Publications, LLC does not guarantee the accuracy, integrity, quality or appropriateness of any Supplier lists transmitted to or through the Service. Members acknowledge that Paperitalo Publications, LLC simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of Suppliers lists. Members understand that Paperitalo Publications, LLC does not control, and is not responsible for the Service Provider made available through the Service, and that by using the Service Members agree that Members must evaluate and make their own judgment, and bear all risks associated with, the use of any Service Provider.
Members further acknowledge that Paperitalo Publications, LLC has no obligation to screen, preview, monitor or approve any Service Provider. By using the Service, Members agree that it is solely the MEMBER'S RESPONSIBILITY to evaluate their risks associated with the use, accuracy, usefulness, completeness or appropriateness of any Supplier list sent to Members. Under no circumstances will Paperitalo Publications, LLC be liable in any way for any Supplier list or Service Provider, sent to Members. Members waive the right to bring or assert any claim against Paperitalo Publications, LLC relating to Service Provider Content, and release Paperitalo Publications, LLC from any and all liability for or relating to any Service Provider Content.
- SERVICE PROVIDERS
Paperitalo Publications, LLC does not endorse and is not responsible or liable for any Content, Service Provider Content, data, advertising, products, goods or services available or unavailable from, or through, any Service Providers. Members agree that should Members use or rely on such Content, Service Provider Content, data, advertisement, products, goods or services, available or unavailable from, or through any Service Provider, Paperitalo Publications, LLC is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Member's dealings with, or participation in promotions of any Service Provider, and any other terms, conditions, representations or warranties associated with such dealings, are between the Member and such Service Provider exclusively and do not involve Paperitalo Publications, LLC. Members should make whatever investigation or other resources that they deem necessary or appropriate before hiring or engaging Service Providers.
Members agree that Paperitalo Publications, LLC is not responsible for the accessibility or unavailability of any Service Provider or for Member's interactions and dealings with them, waive the right to bring or assert any claim against Paperitalo Publications, LLC relating to any interactions or dealings with any Service Provider, and release Paperitalo Publications, LLC from any and all liability for or relating to any interactions or dealings with Service Providers. In addition, Members agree that Paperitalo Publications, LLC may exclude Service Providers from displaying in search results on the Paperitalo Publications, LLC Website for failing to meet particular Paperitalo Publications, LLC standards regarding Service Provider conduct.
Paperitalo Publications, LLC may, at its sole discretion, have criminal and/or financial background checks conducted on certain Service Providers. By having such background checks conducted, PAPERITALO PUBLICATIONS, LLC DOES NOT WAIVE ANY OF ITS DISCLAIMER OR LIMITATIONS OF LIABILITY, INCLUDING WITHOUT LIMITATION, THOSE SET FORTH UNDER THIS SECTION, SECTION 24 (WARRANTY DISCLAIMER), OR SECTION 25 (LIMITATION OF LIABILITY).
- MEMBER CONDUCT
In connection with Member's use of the Service, each Member represents and warrants that they:
- will abide by the letter and spirit of the terms and conditions of this Agreement and all applicable local, state, national or international laws;
- will not submit any reviews that may be considered by Paperitalo Publications, LLC to be unlawful, harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, invasive of another person's privacy or proprietary rights, or racially, ethnically or otherwise objectionable;
- will not use the Service in any manner that infringes, misappropriates or violates any third party's rights, including, but not limited to, transmitting any material that may infringe, misappropriate or violate a third party's rights of publicity, contractual rights, fiduciary rights or intellectual property rights;
- will not use the Service in any way that could interfere with the rights of Paperitalo Publications, LLC or the rights of other users of the Service;
- have sufficient rights in and to all Content that Members provide, transmit or otherwise convey to Paperitalo Publications, LLC in connection with the Service;
- agree not to re-sell or assign Members' rights or obligations under this Agreement;
- will not reproduce, duplicate, copy, sell, re-sell or exploit any Content;
- will not access any Content for any commercial, educational or other purposes not related to Member's own purchasing decisions without the express written consent of Paperitalo Publications, LLC, which consent may be withheld by Paperitalo Publications, LLC at our discretion;
Paperitalo Publications, LLC may suspend, restrict or terminate Member's use of the Service and to refuse any future use of all or portions of the Service if a Member's use breaches or fails to comply with any of the terms and conditions of this Agreement. Additionally, Paperitalo Publications, LLC may seek any and all other remedies available to it, including: (a) seeking injunctive relief with any court of competent jurisdiction to enjoin any breach or failure to comply with any of the terms and conditions of this Agreement; and/or (b) if damages are ascertainable, seeking damages relating to any breach or failure to comply with any of the terms and conditions of this Agreement.
- DISCLOSURE OF INFORMATION
As Paperitalo Publications, LLC continues to develop its business, it might sell or buy other companies or assets or be acquired or have substantially all of its assets acquired by a third party. In such transactions, customer information generally is one of the transferred business assets. Members hereby consent to the transfer of Members information as one of the transferred assets and to be used for any purpose allowed under this Agreement.
- TERM AND TERMINATION
The term of this Agreement ("Term") will be in effect and continue so long as Members have an active Subscription or Plan.
Paperitalo Publications, LLC may, for any reason at its sole discretion, immediately terminate this Agreement, a Member's account, and Member's access to the Service. If Paperitalo Publications, LLC merely terminates Member's account for its convenience and the Member is not in breach of this Agreement, Paperitalo Publications, LLC will refund the Membership Fee on a pro rata basis from the date of such termination to the end of the then current term.
- MODIFICATION OF TERMS AND CONDITIONS
Paperitalo Publications, LLC will have the right to modify and restate the terms and conditions of this Agreement. Members will receive notice if modifications to the Agreement are made. Paperitalo Publications, LLC will make note of the date of the last update to the Agreement on the first page of this Agreement. Members are responsible for reviewing these terms and conditions regularly. A Member's continued use of the Service after such modifications will be deemed to be the Member's conclusive acceptance of all modifications to this Agreement. If a Member is dissatisfied as a result of such modification(s), the Member's only recourse is to immediately discontinue use of the Service.
- MODIFICATION, LIMITATION AND DISCONTINUANCE OF SERVICE
Paperitalo Publications, LLC reserves the right at any time to limit access to, modify, change or discontinue the Service with or without notice to Members and we shall not be liable to Members for any such modification, suspension or discontinuance of the Service. Members agree that Paperitalo Publications, LLC will not be liable to Members or to any third party for any such limitation, modification, change, suspension or discontinuance of the Service. Members agree that Paperitalo Publications, LLC may establish general practices, policies and limits, which may or may not be published, concerning the use of the Service. Members agree that Paperitalo Publications, LLC has no responsibility or liability for the actions of any of the supplier lists transmitted by or through the Service. Members agree that Paperitalo Publications, LLC has the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
The Service may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. Paperitalo Publications, LLC is not responsible for any delays, failures or other damage resulting from such problems.
- WARRANTY DISCLAIMER
Members understand and agree that THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT PAPERITALO PUBLICATIONS, LLC ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT OR FAILURE BY THE SERVICE. PAPERITALO PUBLICATIONS, LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A) THE SERVICE WILL MEET MEMBERS' REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (D) ANY CONTENT OR INFORMATION MEMBERS PROVIDE OR PAPERITALO PUBLICATIONS, LLC COLLECTS WILL NOT BE DISCLOSED OR (E) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED. MEMBERS AGREE THAT USE OF THE SERVICE IS AT MEMBERS OWN RISK. In some jurisdictions, disclaimers of implied warranties are not permitted. In such jurisdictions, some of the foregoing disclaimers may not apply to Members as they relate to implied warranties.
- LIMITATION OF LIABILITY
MEMBERS EXPRESSLY UNDERSTAND AND AGREE THAT PAPERITALO PUBLICATIONS, LLC WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF PAPERITALO PUBLICATIONS, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, "DAMAGES"), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICE; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF MEMBER'S INFORMATION OR CONTENT; (D) CONTENT MEMBERS SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE; (E) STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY THROUGH THE SERVICE; (F) ANY OTHER MATTER RELATING TO THE SERVICE; (G) ANY BREACH OF THIS AGREEMENT BY PAPERITALO PUBLICATIONS, LLC OR THE FAILURE OF PAPERITALO PUBLICATIONS, LLC TO PROVIDE THE SERVICE UNDER THIS AGREEMENT OR (H) ANY OTHER DEALINGS OR INTERACTIONS MEMBERS HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to Members.
Members understand and agree that Members' unlimited access to lists of suppliers requested by Members represents a substantial portion of the value Members receive from Paperitalo Publications, LLC's Membership Fee. THEREFORE, TO THE EXTENT PAPERITALO PUBLICATIONS, LLC IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICE, PAPERITALO PUBLICATIONS, LLC'S LIABILITY FOR DAMAGES WILL NOT EXCEED THE EQUIVALENT OF ONE (1) MONTH OF MEMBER'S MEMBERSHIP FEE (I.E., THE AMOUNT OF MEMBER'S ANNUAL MEMBERSHIP FEE DIVIDED BY TWELVE).
MEMBERS EXPRESSLY ACKNOWLEDGE AND AGREE THAT PAPERITALO PUBLICATIONS, LLC CONTRACTS WITH A THIRD PARTY TO PROCESS MEMBER'S PAYMENT OF MEMBERSHIP FEES TO PAPERITALO PUBLICATIONS, LLC THROUGH THE USE OF A CREDIT CARD (A "CREDIT CARD PROCESSOR"). MEMBERS UNDERSTAND AND AGREE THAT NEITHER A CREDIT CARD PROCESSOR NOR ANY OTHER PARTY INVOLVED IN THE CREDIT CARD PROCESSING PROCESS FOR PAPERITALO PUBLICATIONS, LLC, INCLUDING, BUT NOT LIMITED TO, THE COMPANY ISSUING THE CREDIT CARD TO MEMBERS AND THE MERCHANT BANK (COLLECTIVELY, THE "RELEASED PARTIES") SHALL BE LIABLE FOR ANY DAMAGES (AS DEFINED HEREIN AND SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION SUFFERED BY MEMBERS AS A RESULT OF THE FAILURE OF PAPERITALO PUBLICATIONS, LLC TO PROVIDE SERVICES TO MEMBERS UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY PAPERITALO PUBLICATIONS, LLC. MEMBERS HEREBY RELEASE EACH OF THE RELEASED PARTIES FROM ANY AND ALL DAMAGES MEMBERS MAY SUFFER AS A RESULT OF THE FAILURE OF PAPERITALO PUBLICATIONS, LLC TO PROVIDE SERVICES TO MEMBERS UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY PAPERITALO PUBLICATIONS, LLC. MEMBERS AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF THE RELEASED PARTIES FOR ANY AND ALL DAMAGES IT MAY SUFFER AS A RESULT OF MEMBER'S BREACH OF THIS SECTION. MEMBERS HEREBY UNDERSTAND AND AGREE THAT PAPERITALO PUBLICATIONS, LLC SHALL BE SOLELY LIABLE FOR THE PAYMENT OF ANY DAMAGES TO MEMBERS UNDER THIS AGREEMENT.
Members agree to indemnify, defend and hold harmless Paperitalo Publications, LLC, its officers, managers, owners, employees, agents, designees, users, successors, assigns, service providers and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys' fees and court costs due to or arising from: (a) any violation of this Agreement by Members; (b) the inaccurate or untruthful Content or other information provided by Members to Paperitalo Publications, LLC or that Members submit, transmit or otherwise make available through the Service; or (c) any intentional or willful violation of any rights of another or harm Members may have caused to another. Paperitalo Publications, LLC will have sole control of the defense of any such damage or claim.
- BREACH OF AGREEMENT AND LIQUIDATED DAMAGES
Members understand and agree that, because damages are often difficult to calculate, if it becomes necessary for Paperitalo Publications, LLC to pursue legal action to enforce the terms and conditions of this Agreement, Members will be liable to pay us the following amounts as liquidated damages, which Members accept as reasonable estimates of Paperitalo Publications, LLC's damages for the specified breaches of this Agreement:
- If Members display, copy, duplicate, reproduce, sell, re-sell or exploit for any purpose any Content in violation of this Agreement, Members agree to pay One Thousand Dollars ($1,000) for each item of Content displayed, copied, duplicated, reproduced, sold, re-sold or exploited in violation of this Agreement
- Except as set forth in the foregoing subsections (a) through (c), inclusive, Members agree to pay the actual damages suffered by Paperitalo Publications, LLC, including, but not limited to attorneys' fees and court costs, to the extent such actual damages can be reasonably calculated. Notwithstanding any other provision of this Agreement, we reserve the right to seek the remedy of specific performance of any term contained herein, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement, or any combination thereof.
Members agree that Paperitalo Publications, LLC may communicate any notices to Members under this Agreement, through electronic mail, regular mail or posting the notices on the Website. All notices to Paperitalo Publications, LLC will be provided by sending: (i) a letter, first class certified mail, to Paperitalo Publications, LLC, 4018 Keeneland Court, Duluth, GA 30096. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.
In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 ("DMCA"), Paperitalo Publications, LLC will respond promptly to claims of copyright or trademark infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its "Designated Agent"). Our Designated Agent is:
Paperitalo Publications, LLC
4018 Keeneland Court
Duluth, Georgia 30096
Attn: James R. Thompson
If Members are a copyright or trademark owner (or authorized to act on behalf of the copyright or trademark owner) and believe that Member's work's copyright or trademark has been infringed, please report Member's notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following:
- a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- identification of the copyrighted work or trademark claimed to have been infringed, or, if multiple copyrighted works or trademarks at a single online site are covered by a single notification, a representative list of such works at that site;
- identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- information reasonably sufficient to permit us to contact Members, such as an address, telephone number, and, if available, an electronic mail address at which Members may be contacted;
- a statement that Members have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that Members are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Paperitalo Publications, LLC will investigate notices of copyright and trademark infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.
- ENTIRE AGREEMENT
This Agreement governs Member's use of the Service and constitutes the entire agreement between Members and Paperitalo Publications, LLC. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between Members and Paperitalo Publications, LLC regarding the subject matter contained in this Agreement. Additional terms and conditions may exist between Members and third parties, including but not limited to, Service Providers and others. Members represent and warrant that those third party agreements do not interfere with Member's obligations and duties to Paperitalo Publications, LLC under this Agreement.
- GOVERNING LAW
This Agreement and the relationship between Members and Paperitalo Publications, LLC will be governed by the laws of the State of Delaware, notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where Members may be located or any other jurisdiction. Members agree and consent to the exclusive jurisdiction of the state or federal courts located in Delaware and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that Paperitalo Publications, LLC may elect, in its sole discretion, to litigate the action in the county or state where any breach by Members occurred or where Members can be found. Members agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to Member's use of the Service or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.
- PROVISIONS REMAINING IN EFFECT
In the event Membership with Paperitalo Publications, LLC is terminated or lapses or Members are no longer a user of Paperitalo Publications, LLC, provisions of this Agreement will continue to remain in effect.
This Agreement may not to be re-sold or assigned by Members. If Members assign, or try to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of Paperitalo Publications, LLC's rights if Paperitalo Publications, LLC fails to enforce any of the terms or conditions of this Agreement against Members. In the event a court finds a provision in this Agreement to not be valid, Members and Paperitalo Publications, LLC agree that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement. No joint venture, partnership, employment or agency relationship exists between Members and Paperitalo Publications, LLC as a result of this Agreement or use of the Service. Members acknowledge and agree that each of the Released Parties shall be an intended third party beneficiary of this Agreement.
IF MEMBERS DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, MEMBERS MUST NOT USE THE SERVICE. BY USING THE SERVICE, MEMBERS ACKNOWLEDGE THAT MEMBERS HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND MEMBERS AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.