Terms of Use and Conditions Agreement

CardsDirect, LLC (“CardsDirect”) provides a web-based, interactive card selection service that provides custom and business greeting cards (“Services ”). This Terms of Use and Conditions Agreement (“Agreement”) describes the policies and practices while you are: (1) using CardsDirect’s www.cardsdirect.com website (the “Site”) and (2) a member of the CardsDirect community.

1. Notice.
   The Site is owned and operated by CardsDirect, LLC, a Texas limited liability company. CardsDirect has the right at any time to change or discontinue any aspect or feature of the Site including, without limitation, the content and software needed for access or use of the Site. By agreeing to use this Site and its Services, you understand and agree to all terms and conditions of this Agreement. You may visit the Site at any time to read this Agreement and learn of any revisions made to this Agreement. All such changes are binding on you 14 calendar days after they are initially posted on the Site unless you are a new user, in which case they are binding on you immediately.
2. Intended Use.
   1. This Site is intended for your benefit to become familiar with and use the services of CardsDirect.
   2. You understand that CardsDirect does not accept any liability whatsoever for any harm that might result from any statements presented on the Site, including any photography-related information, copyright ownership, political views, satires, sales information, and third-party advertisements posted on or viewable from the Site.
   3. You understand that any statements by CardsDirect, its employees, agents, affiliates, and members are provided for informational purposes only.
3. Information and Materials Posted on the Site.
   1. Customers of the Site may generally submit information to the Site and promote their own photography, visual works, promotional materials, and other materials. Customers are solely responsible for such information. CardsDirect is not responsible for verifying ownership of such materials and cannot represent the same to other customers of the Site.
   2. You represent, warrant and covenant that (1) you own or otherwise possess all necessary rights with respect to material submitted to the Site, (2) the materials submitted to the Site does not and will not infringe, misappropriate, use or disclose without authorization, or otherwise violate any intellectual property or proprietary right of any third party, and are not unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, and (3) you hereby consent to the use of your likeness, and you have obtained the written consent, release and/or permission of every identifiable individual who appears in materials submitted to the Site to use such individual’s likeness, for purposes of using and otherwise exploiting the materials submitted to the Site in the manner contemplated by this Agreement (including the purposes of promoting the Services), or, if any such identifiable individual is under the age of 18 you have obtained such written consent, release and/or permission from such individual’s parent or guardian (and you agree to provide to CardsDirect a copy of any such consents, releases and/or permissions upon CardsDirect’s request). If you do submit materials to the Site that contain the likeness of an identifiable individual who is under the age of 18, we strongly encourage you not to include any identifying information (such as the individual’s name or address) with such materials submitted to the Site.
   3. CardsDirect will not be liable for any infringement of copyrighted material or other protected material submitted by or offered for sale by members of the Site. Customers are solely responsible for identifying, verifying, confirming, and maintaining any intellectual property submitted or offered for sale on the Site.
   4. The information and materials posted by CardsDirect and contained on the Site are subject to change without notice. Customers are responsible for regularly checking our policies, Privacy Policy, and any disclaimers on the Site before using and while using the Site.
   5. Any unauthorized use of the Site including but not limited to unauthorized entry into CardsDirect’s computer system(s), unauthorized access to information contained on the Site and CardsDirect’s computer system(s), misuse of passwords, posting or submission of infringing materials, or misuse of any information posted on the Site is strictly prohibited, will result in termination of membership, and may subject you to civil and criminal penalties.
4. Our Services.
   1. CardsDirect makes no predictions, endorsements, warranties, or guarantees, express or implied, about the truthfulness, accuracy, or quality of any statements, representations, opinions, information, copyright information, photography-related information, and classified advertisements provided by, advertised by, or offered by any member, individual, company, service provider, or third party utilizing the Site or featured on the Site and assumes no liability related thereto.
   2. CardsDirect is not responsible for verifying the authenticity or truthfulness of any material posted on or offered from the Site including such materials submitted by our customers. CardsDirect is also not responsible for verifying ownership of any copyright materials submitted or offered on the Site. Rather, each customer is responsible for verifying and ensuring that he or she has sufficient copyrights and other rights in all materials submitted to the Site.
5. Privacy Policy.
   Please see our Privacy Policy to review how CardsDirect uses information collected on the Site. By entering into this Agreement, you also agree to the Privacy Policy.
6. Enforcement.
   1. Limitations of Warranties and Remedies. TO THE FULL EXTENT ALLOWED BY LAW, CARDSDIRECT DISCLAIMS ALL WARRANTIES, TERMS, OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. CARDSDIRECT NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE AND USE OF THE SERVICES PROVIDED BY CARDSDIRECT. IN NO EVENT WILL CARDSDIRECT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, EVEN IF CARDSDIRECT HAS, OR SHOULD HAVE HAD, ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, OF THE POSSIBLITIY OF SUCH DAMAGES.
   2. Indemnification. You agree to defend, indemnify, and hold harmless CardsDirect and its officers and employees (the “CardsDirect Parties”) against any and all third party claims, suits, costs, losses, liabilities, and expenses of any kind (including reasonable attorneys’ fees) that the CardsDirect Parties may incur arising out of or resulting from your use of the Site, any sales of your materials/images made through or facilitated by the Site, any of your other activities on the Site, your use of any of the products and services of CardsDirect, any materials submitted by you to the Site, or your breach of any representation or warranty contained in this Agreement or the Privacy Policy.
   3. Choice of Law and Venue. THIS AGREEMENT WILL BE CONSTRUED AND GOVERENED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT APPLICATION OF CHOICE-OF-LAW PROVISIONS THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. BY ENTERING INTO THIS AGREEMENT, ALL PARTIES IRREVOCABLY SUBMIT THEMSELVES TO THE EXCLUSIVE VENUE AND PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS IN DALLAS COUNTY, TEXAS WITH REGARD TO ANY DISPUTE RELATING TO THIS AGREEMENT OR ITS ENFORCEMENT, OTHER THAN CLAIMS BROUGHT UNDER SECTION 8(E) BELOW. THE PARTIES ALSO HEREBY WAIVE ANY CHALLENGE TO VENUE AND PERSONAL JURISDICTION THEY MAY HAVE TO A LAWSUIT FILED IN A STATE OR FEDERAL COURT IN DALLAS COUNTY, TEXAS, REGARDING A DISPUTE BETWEEN THE PARTIES RELATING TO THIS AGREEMENT OR ITS ENFORCEMENT.
   4. Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions will not in any way be affected or impaired and a valid, legal, and enforceable provision of similar intent and economic impact will be substituted therefore.
   5. Additional Provisions Regarding Liability. You and CardsDirect agree that the foregoing limitations will not be read so as to limit any liability to an extent that would not be permitted under applicable law and specifically will not limit any liability for gross negligence, intentional tortious, or unlawful conduct or damages for strict liability that may not be limited by law.
   6. Notices. Any notices or communication sent by you to CardsDirect pursuant to this Agreement will be in writing and sent to the address specified herein or such other address as CardsDirect may specify in writing.
      
      All notices must be sent to:
      
      CardsDirect LLC
      200 Chisholm Place Suite 220
      Plano, Texas 75075
7. Additional Information.
   1. Links. The site may contain links to other sites. However, please be aware that CardsDirect is not responsible for and cannot control the terms of use and conditions of such other sites. We encourage you to be aware when you leave the Site and to read the terms of use of each and every website. This Agreement applies solely to this Site. We are not responsible for the content, accuracy, or opinions expressed in such other websites. Inclusion of any linked website on the Site does not imply approval or endorsement of the linked website by us.
   2. Trademarks. CardsDirect, www.cardsdirect.com, the CARDSDIRECT® mark and logos, and all page headers, custom graphics, graphical user interfaces, webpage designs, blogging and chat rooms, and button icons are service marks, trademarks, and/or trade dress of CardsDirect. All rights are reserved. CardsDirect is not responsible for any use of third-party marks by customers on the Site.
   3. Copyrights. The Site contains copyrighted material and other proprietary information, including, without limitation, graphics, photography, promotional materials, and other materials. The contents of the Site are protected under the United States copyright laws. You may not modify, publish, transmit, display, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part without prior written permission. No copying, redistribution, retransmission, publication, or commercial exploitation of downloadable material will be permitted without the express written permission of the copyright owner(s). Other than a License under Section 3(b), CardsDirect does not gain any intellectual property rights in materials you post to the Site without agreement by you.
   4. Ownership Disputes. CardsDirect does not resolve intellectual property disputes between members or third parties. If you believe your work has been copied and posted on CardsDirect’s Site in a way that constitutes copyright infringement, please send CardsDirect’s designated agent for notification of claims of infringement (the “Copyright Agent”) a notice properly describing the infringement as required by Paragraph 8(e) of this Agreement to:
      
      CARDSDIRECT, LLC
      ATTN: COPYRIGHT AGENT
      12750 Merit Drive Suite 900
      Dallas TX 75251
   5. Notice of Infringement Claims. CardsDirect intends to strictly follow the requirements of 17 U.S.C. § 512. Any notice of infringement must include a notification of the claimed infringement and the following: (i) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (ii) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Site (providing URL(s) of the claimed infringing material may be sufficient to satisfy this requirement); (iii) your contact information including your address, telephone number, and email address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (v) a statement by you, made under penalty or perjury, that the information included in the Infringement Claim is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) your physical or electronic signature. If we remove your content based upon a notice alleging infringement of someone else’s copyright, we will notify you that your materials have been removed and provide you with an opportunity to provide us a counter-notice, which must contain: (i) your name, address, phone number and physical or electronic signature; (ii) identification of your material and its location on the Site before removal; (iii) a statement under penalty of perjury that the material was removed by mistake or due to misidentification; and (iv) your express consent to local federal court jurisdiction, or if overseas, to an appropriate judicial body. We will then promptly notify the claiming party of the your objection. If the claiming party does not bring a lawsuit in Federal district court within 14 days, we will restore your material to its location on the Site.
   6. Attorney’s Fees. You agree that CardDirect is entitled to its reasonable and necessary attorney’s fees if it is a prevailing party in litigation against you relating to this Agreement or your use of the Site.
   7. Representations and Warranties. You represent and warrant that: (1) you own the content posted by you on, through, or in connection with the Site, and (2) the posting of your content on, through, or in connection with the Site does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of the use of the content posted by you on or through the Site.

      By using the Site, you represent that you are not an attorney or an agent of an attorney conducting an investigation of a potential claim related to the Site, any materials available through the Site, or CardsDirect. You also represent that you are not engaging in activities in an attempt to reverse engineer the Site, portions of the Site, or any materials available through the Site.

   8. Contact Us. If you have any questions or suggestions regarding this Agreement, please contact us at support@CardsDirect.com.