Terms of Use
PRIMA MERCH ON DEMAND PORTAL TERMS OF USE
Last updated June 21, 2022
We are pleased to welcome you to the Prima Merch on Demand Portal (the “Portal”). Primamerch.com Services LLC and/or its affiliates (“Primamerch” or “us”) provide the Portal to you (if using or registering as an individual) or the entity you represent (if using or registering as a business) (“you”) subject to the following terms of use (“Terms”) for your use in connection with our Primamerch on Demand Program (the “Program”).
PLEASE NOTE: If you visit the Portal or register as a user, you automatically accept these Terms and you represent that you have the authority to bind yourself or the company you represent to the Terms. Please read the Terms carefully.
Agreements Between You and Primamerch
The Terms, together with the Primamerch (“Services Agreement”) and any nondisclosure agreement executed between you and primamerch, constitute the entire agreement between you and primamerch related to your use of the Portal. To the extent that there is a conflict between these Terms and the Services Agreement, the terms of the Services Agreement will govern.
No Unauthorized, Unlawful or Harmful Use of the Portal
The Portal is only for your use and you are only authorized to use it in connection with the Program. primamerch grants you a limited, revocable license to access and use the Portal in the course of participating in the Program. You may not use the Portal for any other commercial or non-commercial purposes or in any way that:
Is unlawful or harms primamerch, its customers, suppliers or other parties, as determined in Primamerch’s sole discretion.
Breaches any code of conduct, policy or other notice applicable to the Portal.
Could damage, disable, overburden, or impair the Portal (or any network(s) connected to the Portal) or interfere with any other party’s use of the Portal.
Your Account; Changes to Account Settings; User Permissions
You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. We may provide the ability for you to grant additional users access to your account under separate user names and passwords. You agree that you are responsible for all activities that occur under your account or password, including all activities that occur under any user name you grant access to your account. You will ensure that all users granted access to your account comply with these Terms, any Services Agreement or other agreement related to the Program, and any nondisclosure agreement you enter into with us. If you make changes to your settings or user permissions within the Portal, it may take some time for our system to process the change and you acknowledge that those changes may not take effect immediately. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel activity on the Portal at Primamerch’s sole discretion.
Changes to these Terms and the Portal
We may in our discretion make any change to these Terms without notice to you. You are responsible for reviewing the revised Terms and/or any applicable postings. CONTINUED USE OF THE PORTAL OR PARTICIPATION IN THE PROGRAM AFTER SUCH CHANGES OR POSTINGS WILL CONSTITUTE YOUR ACCEPTANCE OF THE CHANGES OR POSTINGS. We may change the Portal or delete any features or functionality, or any aspect of the services, in any way at any time for any reason.
Materials You Post or Provide; Communications Monitoring
The Services Agreement sets forth our rights related to any product information you post or submit through the Portal. For other information and materials you post or otherwise provide to Primamerch related to the Portal (a “Submission”), you grant Primamerch and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable license to (1) use, copy, distribute, transmit, make available, publicly display, publicly perform, reproduce, edit, adapt, modify, translate, reformat and create derivative works of your Submission, each in connection with the Portal and the Program, and (2) sublicense these rights, to the maximum extent permitted by applicable law. Primamerch will not pay you for your Submission and may remove your Submission at any time. For each Submission you provide, you represent that you have all rights necessary for you to grant us the rights provided in this section.
You acknowledge that we will communicate with you primarily via email or by posting notices on the Portal. You agree that all agreements, notices, disclosures and any other communications that we provide to you electronically satisfy any legal requirements that such communications be in writing. To the maximum extent permitted by applicable law, Primamerch may monitor any electronic communications you make in connection with the Portal and may disclose such information in the event it has a good faith reason to believe it is necessary for purposes of ensuring your compliance with this Agreement, and protecting the rights, property, and interests of Primamerch or any third party.
No Warranties
PRIMAMERCH PROVIDES THE PORTAL “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU EXPRESSLY AGREE THAT USE OF THE PORTAL IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRIMAMERCH MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PORTAL OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THE PORTAL AND DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE. PRIMAMERCH DOES NOT WARRANT THAT THE PORTAL, ITS SERVERS OR E-MAILS SENT ARE ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME, OR ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability
IN NO EVENT WILL PRIMAMERCH BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OR YOUR USE OF THE PORTAL, EVEN IF PRIMAMERCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SECTIONS, YOU ACKNOWLEDGE AND AGREE THAT PRIMAMERCH IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT; (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA; (3) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE PORTAL; (4) ANY INCOMPATIBILITY BETWEEN THE PORTAL, SERVICES, SOFTWARE AND HARDWARE; OR (5) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE PORTAL. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Indemnification
You release us and will indemnify, defend and hold harmless Primamerch and its affiliates, and their respective officers, directors, employees, and agents against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys’ fees) arising from or related to (a) your breach of any representation or warranty or other obligation contained in this Agreement; or (b) any Submission (together, “Claims”). You will use counsel reasonably satisfactory to us to defend each Claim. If at any time we reasonably determine that any Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement without our prior written consent, which may not be unreasonably withheld.
Termination; Access Restriction
If your Services Agreement terminates or expires, these Terms will automatically terminate. Further, Primamerch may terminate these Terms, or terminate or suspend your access to the Portal at any time with or without cause. Upon any termination or suspension of these Terms, your right to use the Portal will cease immediately, and you will not be able to retrieve any information related to your account. All provisions that reasonably may be construed as surviving these Terms will survive the expiration or termination of these Terms.
Choice of Law; Location for Resolving Disputes
The laws of the state of Washington govern these Terms and any dispute or claims for enforcement, breach or violation of duties or rights under these Terms, without reference to conflict of laws principles. You hereby irrevocably consent to the exclusive jurisdiction and venue of state or federal courts in King County, Washington, USA in all disputes arising out of or relating to the use of the Portal or these Terms.
Interpreting the Terms; Assignment
If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect. Primamerch may assign these Terms, in whole or in part, at any time without notice to you. You may not assign these Terms, or assign, transfer or sublicense your rights, if any, in the Portal. The section titles are solely used for the convenience of the parties and have no legal or contractual significance.
Copyright; Trademarks
All content included on the Portal, such as text, graphics, logos, button icons, images, video clips, digital downloads, data compilations, and software, is the property of Primamerch or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the Portal is the exclusive property of Primamerch and protected by U.S. and international copyright laws. All software used on the Portal is the property of Primamerch or its software suppliers and protected by United States and international copyright laws. Primamerch on Demand, and Primamerch.com, and other Portal and Primamerch.com graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Primamerch in the U.S. and/or other countries. Primamerch's trademarks and trade dress may not be used in connection with any product or service that is not Primamerch's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits the Portal, Program, or Primamerch. All other trademarks not owned by Primamerch that appear on the Portal are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Primamerch.
Changes to Merch by Primamerch Portal Terms of Use posted June 21, 2022
We’ve updated the Merch by Primamerch Portal Terms of Use to reflect that Merch by Primamerch is now known as Prima merch on Demand.
Changes to Merch by Primamerch Portal Terms of Use posted January 6, 2020
We’ve updated the Merch by Primamerch Portal Terms of Use to reflect that Primamerch Digital Services LLC has been merged into an affiliate now known as Primamerch.com Services LLC.
Changes to Merch by Primamerch Portal Terms of Use posted January 28, 2016
We’ve updated the Merch by Primamerch Portal Terms of Use to reflect that Primamerch Digital Services, Inc. has converted into a limited liability company, Primamerch Digital Services LLC.