Last updated: November 14, 2012
Welcome to SamEnrico.com. SamEnrico PLC and/or its affiliates ("SamEnrico") provide website features and other products and services to you when you visit or shop at SamEnrico.com, use SamEnrico products or services, use SamEnrico applications for mobile, or use software provided by SamEnrico in connection with any of the foregoing (collectively, "SamEnrico Services"). SamEnrico provides the SamEnrico Services subject to the following conditions.
By using SamEnrico Services, you agree to these conditions. Please read them carefully.
We offer a wide range of SamEnrico Services, and sometimes additional terms may apply. When you use an SamEnrico Service (for example, Your Profile, Gift Cards, SamEnrico Instant Video, Your Media Library, or SamEnrico applications for mobile) you also will be subject to the guidelines, terms and agreements applicable to that SamEnrico Service ("Service Terms"). If these Conditions of Use are inconsistent with the Service Terms, those Service Terms will control.
TERMS OF SERVICE
THESE TERMS OF SERVICE CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND SAMENRICO PLC. ("SAMENRICO") STATING THE TERMS THAT GOVERN YOUR USE OF THE SamEnrico SITE AND THE PRODUCTS AND SERVICES OFFERED THROUGH IT ("SAMENRICO SERVICES"). TO AGREE TO THESE TERMS OF SERVICE, CLICK "AGREE." IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT CLICK "AGREE," AND DO NOT USE SAMENRICO. YOU MUST ACCEPT AND ABIDE BY THESE TERMS OF SERVICE AS PRESENTED TO YOU: CHANGES, ADDITIONS, OR DELETIONS ARE NOT ACCEPTABLE, AND SAMENRICO MAY REFUSE ACCESS TO SAMENRICO SERVICES FOR NONCOMPLIANCE WITH ANY PART OF THESE TERMS OF SERVICE. ACCESS TO AND USE OF SAMENRICO'S WEB SITE AND OTHER SAMENRICO INTERNET AND MOBILE RELATED SERVICES AS A PUBLISHER ARE SUBJECT TO THE FOLLOWING TERMS OF SERVICE. PLEASE READ THESE TERMS OF SERVICE ("TERMS") UNDER THIS PUBLISHING AND SERVICES AGREEMENT CAREFULLY. CREATING A PUBLISHER ACCOUNT WITH SAMENRICO OR OTHERWISE USING OR ACCESSING THE SAMENRICO SERVICE WILL SIGNIFY YOUR ACCEPTANCE OF THESE TERMS AND CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND SAMENRICO ("AGREEMENT"). SAMENRICO'S ACCEPTANCE IS EXPRESSLY CONDITIONED ON YOUR ASSENT TO THESE TERMS.
This Publishing and Services Agreement (this "Agreement") is made and entered into as of the [Agreement Date] (the "Effective Date") by and between SamEnrico, PLC., London, United Kingdom ("SamEnrico") and [Name of the publishing company] with offices at [Address] represented by its authorized signatory Mr. / Ms. [Name of Signatory] hereafter called "Publisher" Initial Term. The initial term of this Agreement shall be non-exclusive for five (5) years (the "Initial Term").
Fees. In consideration of the services provided by SamEnrico hereunder, SamEnrico shall be entitled to the following fees (collectively, the "Fees"):
Sales Revenue Share: SamEnrico will retain 50% of the Net Revenue of all orders sourced, sold or renewed by SamEnrico in App stores, online & other platforms for all magazine titles as listed in Annex C.
Production Services Fee: All production service fees shall be waived from the date of signing this agreement for the Publisher to use SamEnrico. The Production Services Fee table in Annex A shall apply for any additional services or additional pages and types that require production services or creation of an Apple Newsstand app as well as for a model for Free-to-air magazines that you may want to publish on SamEnrico as in Annex B.
TERMS AND CONDITIONS
"Issue" means a SamEnrico-implemented version of a specific Title issue – the list of magazines is mentioned in Annex B.
"Net Revenue" means the gross transaction revenue (not inclusive of applicable sales taxes or other taxes) generated from the sale or renewal of Titles hereunder, less any refunds, cancellations and credit card, transaction processing fees and 3rd party fees including but not limited to any transaction processing fee from our credit card company or bank wire transfer fees for transferring payments to you.
"Publisher Content" means all content/information (including without limitation Titles, text, links, graphics, photos, ads, audio and video) delivered to SamEnrico by Publisher for Access & Fulfillment to Readers.
"Reader" means an individual who accesses digital files containing Publisher Content online, through a web browser or mobile device by download or otherwise.
"Titles" means magazines, newspapers, books, or other content of Publisher and, to the extent permitted by Section 4(a), its affiliates, including abridged versions of any of the foregoing, which the parties have agreed to implement in the SamEnrico System.
"SamEnrico System" means SamEnrico’s own proprietary digital publishing, marketing, sales and distribution software and platform.
SamEnrico shall implement each Issue in a format established by SamEnrico, including converting Publisher’s digital files to such format and enhancing the files, as needed, with table of contents links, hyperlinks, digital reply cards and other metadata – enhancements, if any, may cost extra as outlined in Annex A.
Publisher shall deliver each Issue to SamEnrico in accordance with SamEnrico’s production specifications currently available at http://www.SamEnrico.com/publisher/pdf_specs.html. These production specifications may be updated from time to time by SamEnrico at the sole discretion of SamEnrico.
The parties shall, throughout the term of this Agreement, work together in good faith to continually improve workflow and better integrate the Publisher Content with SamEnrico’s production services with the goal of reducing the time and expense to perform the production services. Publisher shall provide SamEnrico as much notice as possible regarding any workflow changes Publisher makes.
Publisher shall provide SamEnrico with any information and technical assistance reasonably required for SamEnrico to provide the services contemplated hereunder.
SamEnrico shall be entitled to perform all or any of the services contemplated in this Agreement directly or through its affiliates or third party sub-contractors in such manner as SamEnrico deems fit, and any licenses granted hereunder shall correspondingly extend to such affiliates and third party sub-contractors to the extent necessary to perform such services, subject always to the provision of this Agreement.
Standard Services; Marketing and Sales of Titles. SamEnrico shall provide its standard services for each Issue. SamEnrico may, at any time and in its sole discretion, suspend the marketing and sale of all or any portion of any Title. In such cases, SamEnrico shall notify Publisher, and the parties shall cooperate to promptly address any issues giving rise to such suspension. Publisher shall determine and specify all Reader pricing and other Reader offer terms applicable to the sale of annual subscriptions and single Issues of Titles by SamEnrico, provided that In no event shall Publisher directly or indirectly (whether itself, through Authorized Resellers or any other third party or otherwise) offer digital editions of the Titles for sale or upon terms more favorable to the Reader than those terms offered through SamEnrico.
SamEnrico shall provide customer support to Readers regarding the access & sale of Issues and the installation of SamEnrico’s software in accordance with SamEnrico’s standard customer support practices. Publisher shall retain responsibility for all other customer support, including without limitation Reader subscription inquiries. The parties shall work together in good faith to develop an integrated process for dealing with customer support inquiries received by one party but intended for the other.
The parties may mutually agree that SamEnrico may, in its discretion, directly or through a designee: (i) authorize and clear credit card orders for Titles and collect and remit funds to Publisher, and/or (ii) integrate with Publisher’s fulfillment processing operations.
Supplemental Services. If Publisher requests, and SamEnrico chooses to perform, any services not specifically enumerated in this Agreement, Publisher shall pay SamEnrico’s then-current standard time and materials charges for such services.
Publisher Content License.
Publisher hereby (i) appoints SamEnrico as a nonexclusive marketer, reseller and distributor of Titles, and (ii) grants to SamEnrico a nonexclusive, non-royalty bearing, worldwide license to use, reproduce, distribute, create derivative works of (as reasonably necessary to perform the production and other services contemplated by this Agreement and to promote the Titles perform and display the Publisher Content in connection with marketing, hosting, sale and Access & Fulfillment of the Publisher Content to Readers and potential Readers. SamEnrico may exercise all rights granted hereunder either directly or through third party resellers marketing, selling and/or distributing Titles on behalf of SamEnrico including on social networking websites.
Each party (as "Licensor") hereby grants to the other party (as "License") a nonexclusive, non-royalty bearing, worldwide license to use its trademarks and logos and, in the case of Publisher, the trademarks and logos of any of its affiliates and the licensors of Publisher and its affiliates that are implementing Titles in the SamEnrico System (collectively, "Marks") to distribute, market, promote and provide Access and Fulfillment services for Titles as contemplated by this Agreement. The Licensor may terminate or limit the foregoing license if, in the Licensor's reasonable discretion, the Licensee's use of the Licensor’s Marks tarnishes, blurs or otherwise dilutes the quality or goodwill associated with the Marks and such use is not cured within ten days of receipt of a written notice thereof. Title to Licensor's Marks, and all goodwill associated therewith, remains with the Licensor. The Licensee shall use the Licensor's Marks exactly in the form provided and pursuant to any style guidelines communicated to it. The Licensee shall not take any action inconsistent with the Licensor's ownership of its Marks, and any benefits accruing from use of such Marks, including all goodwill associated therewith, shall automatically vest in the Licensor. The Licensee shall use the Licensor's Marks in a manner that creates a separate and distinct impression from any other trademark, trade name or service mark.
Publisher-Sourced Fulfillment Information.
As between the parties, Publisher shall own all right, title and interest in and to any fulfillment or other data about Readers it provides to SamEnrico for the purpose of fulfilling Title orders (the "Fulfillment Data"). Subject to the terms of this Agreement, Publisher grants SamEnrico a non-exclusive license to use the Fulfillment Data to (A) perform its obligations hereunder, and (B) supply marketing materials to Readers in connection with the Access & Fulfillment of Titles and at other times.
Publisher shall obtain from Readers sourced by Publisher permission (A) to supply the Fulfillment Data to SamEnrico, (B) for SamEnrico to process and use the Fulfillment Data for the purposes of fulfilling the Reader’s purchase and for the other purposes set forth herein, and (C) for SamEnrico to supply marketing materials to such Readers in connection with the Access & Fulfillment of Titles and at other times. Publisher shall immediately notify SamEnrico if at any time Publisher receives notice of objection from a Reader or from a regulatory authority as to the transfer, collection, processing, or use of the Fulfillment Data.
SamEnrico-Sourced Fulfillment and Account Information. As between the parties, SamEnrico shall own all right, title and interest in and to any fulfillment or other data about Readers it collects from Readers who register for a SamEnrico account or that it otherwise collects from Readers in connection with this Agreement.
Housing of Data. Fastvision.net host and manage all data including publication files, user and subscription data in its secure web service servers (currently hosted with Fastvision.net but may be changed at the discretion of SamEnrico to ensure security and stability of the data). This data will be encrypted and securely stored on the servers and daily backups taken. The data will be accessed by the SamEnrico system to deliver a seamless end user experience and will be handled only by authorized SamEnrico personnel with the required security clearances.
Editorial Control. SamEnrico retains exclusive editorial control over its websites and any other digital media it operates, including without limitation the SamEnrico System and SamEnrico’s Digital Viewer and publication stand.
New Technology and App Creation: SamEnrico may, from time to time create new technologies to benefit publishers and sales like creation of white label apps or additional sales channels via various marketplaces or other services. Any and all technology and intellectual property created and used for this will be entirely only owned by SamEnrico. The Publisher will have no rights over the IP or the actual technology or technology piece or app created by SamEnrico for selling to the publisher. The Publisher hereby waives all their rights over such new technologies and Apps created by SamEnrico even if they are co-branded with the content from the Publisher.
Relationship of the Parties.
Publisher Affiliates. Publisher may include, among the Titles subject to this Agreement, Titles of its affiliates, provided that Publisher shall (i) remain liable for all Publisher obligations hereunder with respect to such Titles as if such Titles were Publisher’s own Titles, and (ii) secure all rights therein necessary to grant to SamEnrico all rights therein contemplated hereunder.
Independent Contractor Relationship. SamEnrico and Publisher’s relationship hereunder shall be as independent contractors to each other and not as agents, employees, joint venturers or partners of the other.
Publisher Payments. Except for any Transaction Processing Fees for sales transacted by SamEnrico, Publisher shall pay SamEnrico the Fees within 30 days of the date of SamEnrico’s invoice with respect thereto.
SamEnrico Remittances. Provided that Publisher is not overdue in its payments to SamEnrico hereunder, SamEnrico will pay Publisher for sales sourced, sold or renewed by SamEnrico and transacted by SamEnrico for Publisher’s Titles, on a quarterly basis for orders fulfilled by SamEnrico in the preceding quarter, in an amount equal to the Net Revenues that SamEnrico actually collects for such sales less the revenue share and Transaction Processing Fees set forth on the cover page hereto. All end-user payments will be collected by SamEnrico and the publisher’s share of the net revenue will be remitted to the publisher’s designated account.
Payment Terms. All amounts payable under this Agreement by Publisher shall be paid in full without set-off, deduction or other withholding of any amount which may be due to SamEnrico. All Fees are stated in, and all payments shall be made in, United States Dollars. SamEnrico reserves the right to change its fees giving a notice of one month to the Publisher. All payments under this Agreement shall be made by wire transfer or check to the following accounts (which may be changed by the party receiving the wire upon five business days advanced written notice to the party making the wire):
For payments from Publisher to SamEnrico:
Beneficiary Bank Details
Publisher needs to furnish the following information for SamEnrico to send payments to the publisher account:
Bank Name :
Account Number :
Account Name :
Bank Swift Code :
Bank Routing Number :
Bank Address :
All payments from SamEnrico to the Publisher shall be made only after the Publisher’s share of the revenue crosses US$100 (United States Dollars One Hundred only). Till then the revenue will be held by SamEnrico and no interest will be paid for this amount irrespective of the time it takes for the publisher’s revenue to reach US$100. If a publisher wants to withdraw the amount before it reaches the minimum amount a wire transfer fee of $40 will be charged to the publisher. Interest shall accrue on all Publisher payments received after the due date at the rate of the lesser of 1.5% per month or the highest rate allowable by applicable law. SamEnrico payments delayed more than 180 days from the end of the month of sale shall be paid along with interest of 1.5% per month for the amounts due.
Right to Setoff. In addition to the other rights and remedies set forth herein and otherwise available at law or in equity to SamEnrico, in the event that Publisher does not pay any amount due and owing to SamEnrico in accordance with the terms of this Agreement, SamEnrico shall be entitled to set off any such amounts due and owing against any amounts that SamEnrico may owe to Publisher.
Taxes. Each party shall be responsible for and shall pay to the applicable governmental authority all sales taxes, value added taxes, and good and services taxes applicable to the sale of Titles to Readers hereunder that are transacted by such party. All other federal, state or local use, property, excise, services or other taxes, domestic or foreign, now or hereafter levied attributable to this Agreement, SamEnrico’s services hereunder or the sale or distribution of Publisher Content (but excluding taxes payable on the net income or revenue of SamEnrico) are in addition to the Fees and shall be paid by Publisher.
Reporting. Reporting is on a real-time (live) basis within the Publisher login zone on the SamEnrico website where Publisher can see the number of copies sold, dates of sale, sales figures by date and device – there will not be any charges to view reports. These reports will only be indicative and be subject to any reconciliation of the accounts with any of our device platforms or payment gateway partners and be shared with Publisher at the time of payment. Any special or specific reports will be shared with Publisher but will be charged extra and can be finalized at the time of creating the report. Any disputes regarding reports and reporting have to be made within 90 days of the reports being made available to Publisher after which the reports will be deemed to be correct and SamEnrico will not entertain any claims after this period for any report.
Term and Termination.
This Agreement shall be effective as of the Effective Date and shall continue until the expiration of the Initial Term. Thereafter, this Agreement shall automatically renew for additional terms of the same period as the Initial Term unless either party delivers a termination notice at least 90 days prior to the end of the then-current term.
Either party may immediately terminate this Agreement if the other party does not cure a material breach of this Agreement within 30 days after receiving a written notice of such breach.
Upon termination or expiration of this Agreement, SamEnrico will cease sales of the Titles, but the parties mutually agree to extend this Agreement to allow SamEnrico to complete then existing subscription orders (in which case all licenses hereunder shall be deemed to survive termination or expiration for this purpose). The termination or expiration of this Agreement for any reason shall not terminate the obligation of one party to pay any amount due to the other party in respect of all periods through the date of termination or expiration. In addition, the terms and conditions of Sections 1, 6(c), and 7 through 11 shall survive termination or expiration of this Agreement. Even in the case of termination, the publisher herewith agrees to make available to SamEnrico all the titles and issues that have unfinished subscriptions as on the date of the termination even though the titles and issues are removed from sale. Upon termination, SamEnrico will remove their content from the SamEnrico powered app as well and SamEnrico will bring down the specific magazine app that the publisher has requested SamEnrico to terminate.
Indemnification. Publisher shall indemnify, defend and hold harmless SamEnrico, its affiliates and resellers, and their respective officers, directors, employees, and agents from and against all losses, damages, or expenses of whatever form or nature, including attorney’s fees and other costs, resulting from any third party claim arising out of or related to the Titles, the Publisher Content or SamEnrico’s or its resellers’ use of either of the foregoing.
SAMENRICO DISCLAIMS ALL WARRANTIES AND CONDITIONS (EXPRESS, IMPLIED OR STATUTORY), INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability. In no event shall SamEnrico, its affiliates and resellers, and their respective officers, directors, employees, or agents be liable to publisher for any special, indirect, reliance, incidental, punitive or consequential damages of any kind, lost profits or lost revenue, whether arising in contract, tort (including negligence) or otherwise, even if SamEnrico, its affiliates or resellers, or their respective officers, directors, employees, or agents have been notified of the possibility thereof. The aggregate liability of SamEnrico, its affiliates and resellers, and their respective officers, directors, employees, and agents for claims arising under this agreement or otherwise shall be limited to the fees paid to and retained by SamEnrico hereunder within the 12 month period prior to the event or circumstances giving rise to the liability.
Force Majeure. Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control, including without limitation acts of God, actions of governmental entities, riots, war, terrorism, fire or epidemics. The obligations and rights of the defaulting party shall be extended for a period equal to the period during which such event prevented such party’s performance.
No Waiver; Severability. Any failure by either party to detect, protest, or remedy any breach of this Agreement shall not constitute a waiver or impairment of any such term or condition or the right of such party at any time to avail itself of such remedies as it may have for any breach of such term or condition. A waiver may only occur in a writing signed by the party waiving a term or condition. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect.
Notices. Notices hereunder must be in writing and given to the other party by hand delivery, by first class mail, postage prepaid, or by internationally recognized air courier requiring a signature acknowledging receipt to the mailing address set forth on the cover page to this Agreement or to such other address as either party may designate. Notices shall be effective when received.
Governing Law; Venue; Enforcement. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of New York, without giving effect to the principles of conflicts of law. The courts in the State of New York shall have exclusive jurisdiction over any claim arising under this Agreement. Both parties to this Agreement consent to the jurisdiction of such courts. SamEnrico shall be entitled to all reasonable attorneys’ fees and costs in connection with enforcing any provision of this Agreement.
Assignment. This Agreement may not be assigned by either party in whole or in part without the other party’s prior written consent; provided, however, either party may assign this Agreement by operation of law or in connection with a merger, acquisition, corporate reorganization or sale or lease of all or substantially all of its relevant assets, without the prior written consent of the other party.
Entire Agreement. This Agreement constitutes the final, complete and exclusive statement of the agreement between the parties in respect of the subject matter hereof and supersedes and replaces all prior and contemporaneous agreements, discussions, and proposals between the parties in respect of its subject matter. This Agreement may be amended only by a subsequent writing signed by the parties.
Counterparts; Facsimiles. This Agreement will come into force and be executed and deemed an original hereof on the date of execution in two counterparts.
PUBLISHER AND SAMENRICO ACKNOWLEDGE THAT THEY UNDERSTAND, ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE ATTACHED TERMS AND CONDITIONS AND ALL WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH THEREIN. THESE TERMS OF SERVICE CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND SAMENRICO AND GOVERN YOUR USE OF SAMENRICO AND SAMENRICO SERVICES, SUPERSEDING ANY PRIOR AGREEMENTS BETWEEN YOU AND SAMENRICO. IF ANY PART OF THESE TERMS OF SERVICE IS HELD INVALID OR UNENFORCEABLE, THAT PORTION SHALL BE CONSTRUED IN A MANNER CONSISTENT WITH APPLICABLE LAW TO REFLECT, AS NEARLY AS POSSIBLE, THE ORIGINAL INTENTIONS OF THE PARTIES, AND THE REMAINING PORTIONS SHALL REMAIN IN FULL FORCE AND EFFECT. SAMENRICO'S FAILURE TO ENFORCE ANY RIGHT OR PROVISIONS IN THESE TERMS OF SERVICE WILL NOT CONSTITUTE A WAIVER OF SUCH PROVISION, OR ANY OTHER PROVISION OF THESE TERMS OF SERVICE. SAMENRICO WILL NOT BE RESPONSIBLE FOR FAILURES TO FULFILL ANY OBLIGATIONS DUE TO CAUSES BEYOND ITS CONTROL.
Production Service Fees:
The SamEnrico system is a self-service system where publishers can upload their own SamEnrico approved file formats to the SamEnrico service but when publishers need customization to be done for their publications, SamEnrico will charge the publisher additional fees which would have to be mutually agreed to before they are undertaken. If the publisher follows SamEnrico’s recommended system of uploading PDFs with links called from an external source, embedding videos or audio based on SamEnrico specifications and guidelines, setting up SamEnrico specified XML, RSS, HTML5 feeds, then there will be NO FEE for doing so.
Please review our Privacy Notice, which also governs your use of SamEnrico Services, to understand our practices.
When you use any SamEnrico Service, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site or through the other SamEnrico Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
All content included in or made available through any SamEnrico Service, such as text, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations is the property of SamEnrico or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through any SamEnrico Service is the exclusive property of SamEnrico and protected by U.S. and international copyright laws.
Click here to see a non-exhaustive list of SamEnrico trademarks. In addition, graphics, logos, page headers, button icons, scripts, and service names included in or made available through any SamEnrico Service are trademarks or trade dress of SamEnrico in the U.S. and other countries. SamEnrico's trademarks and trade dress may not be used in connection with any product or service that is not SamEnrico's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits SamEnrico. All other trademarks not owned by SamEnrico that appear in any SamEnrico Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by SamEnrico.
One or more patents owned by SamEnrico apply to the SamEnrico Services and to the features and services accessible via the SamEnrico Services. Portions of the SamEnrico Services operate under license of one or more patents. Click here to see a non-exhaustive list of applicable SamEnrico patents and applicable licensed patents.
LICENSE AND ACCESS
Subject to your compliance with these Conditions of Use and your payment of any applicable fees, SamEnrico or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the SamEnrico Services unless consent is granted by SamEnrico. This license does not include any resale or commercial use of any SamEnrico Service, or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of any SamEnrico Service or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Conditions of Use or any Service Terms are reserved and retained by SamEnrico or its licensors, suppliers, publishers, rightsholders, or other content providers. No SamEnrico Service, nor any part of any SamEnrico Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of SamEnrico. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of SamEnrico without express written consent. You may not use any meta tags or any other "hidden text" utilizing SamEnrico's name or trademarks without the express written consent of SamEnrico. You may not misuse the SamEnrico Services. You may use the SamEnrico Services only as permitted by law. The licenses granted by SamEnrico terminate if you do not comply with these Conditions of Use or any Service Terms.
If you use any SamEnrico Service, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. SamEnrico does sell products for children, but it sells them to adults, who can purchase with a credit card or other permitted payment method. If you are under 18, you may use the SamEnrico Services only with involvement of a parent or guardian. Alcohol listings on SamEnrico are intended for adults. You must be at least 21 years of age to purchase alcohol, or use any site functionality related to alcohol. SamEnrico reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.
REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT
Visitors may post reviews, comments, photos, and other content; send e-cards and other communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. SamEnrico reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.
If you do post content or submit material, and unless we indicate otherwise, you grant SamEnrico a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant SamEnrico and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify SamEnrico for all claims resulting from content you supply. SamEnrico has the right but not the obligation to monitor and edit or remove any activity or content. SamEnrico takes no responsibility and assumes no liability for any content posted by you or any third party.
SamEnrico respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please follow our Notice and Procedure for Making Claims of Copyright Infringement.
RISK OF LOSS
All items purchased from SamEnrico are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.
RETURNS, REFUNDS AND TITLE
SamEnrico does not take title to returned items until the item arrives at our fulfillment center. At our discretion, a refund may be issued without requiring a return. In this situation, SamEnrico does not take title to the refunded item. For more information about our returns and refunds, please see our Returns Center.
SamEnrico attempts to be as accurate as possible. However, SamEnrico does not warrant that product descriptions or other content of any SamEnrico Service is accurate, complete, reliable, current, or error-free. If a product offered by SamEnrico itself is not as described, your sole remedy is to return it in unused condition.
Except where noted otherwise, the List Price or Suggested Price displayed for products on any SamEnrico Service represents the full retail price listed on the product itself, suggested by the manufacturer or supplier, or estimated in accordance with standard industry practice; or the estimated retail value for a comparably featured item offered elsewhere. The List Price or Suggested Price is a comparative price estimate and may or may not represent the prevailing price in every area on any particular day. For certain items that are offered as a set, the List Price or Suggested Price may represent "open-stock" prices, which means the aggregate of the manufacturer's estimated or suggested retail price for each of the items included in the set. Where an item is offered for sale by one of our merchants, the List Price or Suggested Price may be provided by the merchant.
With respect to items sold by SamEnrico, we cannot confirm the price of an item until you order. Despite our best efforts, a small number of the items in our catalog may be mispriced. If the correct price of an item sold by SamEnrico is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation. Other merchants may follow different policies in the event of a mispriced item.
We generally do not charge your credit card until after your order has entered the shipping process or, for digital products, until we make the digital product available to you.
SamEnrico SOFTWARE TERMS
In addition to these Conditions of Use, the terms found here apply to any software (including any updates or upgrades to the software and any related documentation) that we make available to you from time to time for your use in connection with SamEnrico Services (the "SamEnrico Software").
Parties other than SamEnrico operate stores, provide services, or sell product lines on this site. In addition, we provide links to the sites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or individuals or the content of their Web sites. SamEnrico does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THE SAMENRICO SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SAMENRICO SERVICES ARE PROVIDED BY SAMENRICO ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. SAMENRICO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SAMENRICO SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SAMENRICO SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SAMENRICO SERVICES IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, SAMENRICO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SAMENRICO DOES NOT WARRANT THAT THE SAMENRICO SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SAMENRICO SERVICES, SAMENRICO'S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM SAMENRICO ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SAMENRICO WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY SAMENRICO SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY SAMENRICO SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Any dispute or claim relating in any way to your use of any SamEnrico Service, or to any products or services sold or distributed by SamEnrico or through SamEnrico.com will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Conditions of Use as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Corporation Service Company, 300 Deschutes Way SW, Suite 304, Tumwater, WA 98051. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, SamEnrico will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
By using any SamEnrico Service, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of Washington, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and SamEnrico.
SITE POLICIES, MODIFICATION, AND SEVERABILITY
Please review our other policies, such as our pricing policy, posted on this site. These policies also govern your use of SamEnrico Services. We reserve the right to make changes to our site, policies, Service Terms, and these Conditions of Use at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
Notice and Procedure for Making Claims of Copyright Infringement
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide SamEnrico the written information specified below. Please note that this procedure is exclusively for notifying SamEnrico that your copyrighted material has been infringed.
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed upon;
A description of where the material that you claim is infringing is located on the site;
Your address, telephone number, and e-mail address;
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;
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
To make a report, please complete this form.
SamEnrico's Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows:
SamEnrico.com Legal Department
Additional SamEnrico Software Terms
Use of the SamEnrico Software. You may use SamEnrico Software solely for purposes of enabling you to use and enjoy the SamEnrico Services as provided by SamEnrico, and as permitted by the Conditions of Use, these Software Terms and any Service Terms. You may not incorporate any portion of the SamEnrico Software into your own programs or compile any portion of it in combination with your own programs, transfer it for use with another service, or sell, rent, lease, lend, loan, distribute or sub-license the SamEnrico Software or otherwise assign any rights to the SamEnrico Software in whole or in part. You may not use the SamEnrico Software for any illegal purpose. We may cease providing any SamEnrico Software and we may terminate your right to use any SamEnrico Software at any time. Your rights to use the SamEnrico Software will automatically terminate without notice from us if you fail to comply with any of these Software Terms, the Conditions of Use or any other Service Terms. Additional third party terms contained within or distributed with certain SamEnrico Software that are specifically identified in related documentation may apply to that SamEnrico Software (or software incorporated with the SamEnrico Software) and will govern the use of such software in the event of a conflict with these Conditions of Use. All software used in any SamEnrico Service is the property of SamEnrico or its software suppliers and protected by United States and international copyright laws.
No Reverse Engineering. You may not, and you will not encourage, assist or authorize any other person to copy, modify, reverse engineer, decompile or disassemble, or otherwise tamper with, the SamEnrico Software, whether in whole or in part, or create any derivative works from or of the SamEnrico Software.
Updates. In order to keep the SamEnrico Software up-to-date, we may offer automatic or manual updates at any time and without notice to you.
Export Regulations; Government End Users. You must comply with all export and re-export restrictions and regulations of the Department of Commerce and other United States agencies and authorities that may apply to the SamEnrico Software. If you are a U.S. Government end user, we are licensing the SamEnrico Software to you as a "Commercial Item" as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the SamEnrico Software are the same as the rights we grant to all others under these Conditions of Use.