These Terms of Services (“Terms”) govern your access and use of the Direct Mail Manager platform, along with the integration and API documentation (“DMM”) and the provision of products and services by Valassis Digital Corp. dba Direct Mail Manager (“we”, “us” or “our”). By accessing the DMM and/or our products and services (“Services”), you agree to be bound by these Terms, our Privacy Notice, and any additional terms and conditions or guidelines that are referenced herein (all of which are deemed part of these Terms). We reserve the right to change these Terms or to impose new conditions on use of the DMM, from time to time, in which case we will post the revised Terms on this website and update the “Last Updated” date to reflect the date of the changes. By continuing to use the Site after we post any such changes, you accept the Terms, as modified.
1. SERVICES. We provide and maintain an online services platform through which authorized users may place orders (“Order”) via the DMM for selecting, designing, and ordering custom printed marketing materials and mailers as described below (“Printed Materials”) and initiating marketing programs utilizing the DMM (“Campaigns”) for your customers (“Advertisers”). Our Services may also include application programming interfaces (“APIs”) to allow you integrate or embed the DMM into your software applications or website, which is your sole responsibility. We do not guarantee or represent that we will provide a return on investment, guaranteed income, leads, orders, customers, response rates, or any desired, expected, or intended results.
2. TURNAROUND. We use commercially reasonable efforts to meet your expectations and requests, including production and shipping dates. However, quoted and published ship or mail dates are best estimates and not to be considered guarantees. Production turnaround time begins the day after you approve your proof. Business days are considered Monday through Friday. Holidays are excluded from business days.
3. RATES AND PAYMENT. The rates for the Services available through the DMM are set forth on the platform and are subject to change without notice. All orders must be prepaid before commencing production. We reserve the right to place jobs on indefinite hold if the credit card declines or for non-sufficient funds via automated clearing house. There are no net credit terms accounts unless pre-approved in writing by management and secured by credit card or deposit. You authorize us to charge any credit card or debit card previously authorized for unpaid or overdue accounts not received within payment terms (if applicable). Additionally, you authorize us to charge any credit card or debit card previously used for nonsufficient funds. Shipping Charges and additional overages shall be billed separately.
4. TAXES. You are responsible for the payment of all sales and use tax applicable to Services performed, and for all other products, purchases or services performed by us for you or on your behalf. Depending upon the rules of the applicable state, the tax may apply to the selling price or to our production costs.
5. ACCESS RIGHTS. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to use and access the Services for your business purpose as expressly permitted in these Terms. You will have access and use of the DMM in accordance with these Terms to process Orders for Advertisers based on the account information designated to your business. Your use and access to the DMM and Services are subject to any limitations set forth in an applicable order form. You will not provide access to or use of the DMM by any third party, including but not limited to Advertisers. You represent and warrant that you will not misrepresent or inaccurately describe to Advertisers the Services under these Terms. You agree to indemnify, defend, and hold us, our affiliates and their respective employees, contractors, advisors, representatives, and agents harmless from and against all costs, claims, and liabilities that may arise from any such misrepresentation or any claim involving an Advertiser. We have the right to terminate your access to the DMM, with or without cause and at any time, by giving you prior written notice.
6. ALL SALES ARE FINAL. Because each print job is created custom for you, it cannot be reused or resold. ALL SALES ARE FINAL.
7. ORDER CANCELLATIONS. Please carefully review orders before submitting. Due to the quick turnaround of the services, orders cannot be cancelled once submitted by you.
8. CIRCULATION. We will make commercially reasonable efforts to provide the Services, however, circulation and mail dates are estimates and cannot be guaranteed. Also, certain Services may not be available for all mail dates and geographies.
9. CLAIMS AND RETURNS. Claims for defects, damages, or shortages must be timely made by you in writing no later than 10 calendar days after delivery. If no such claim is made, you agree the order and performance tendered by us have been accepted. If an Order is unacceptable to you due to true defects in workmanship, and all the materials shipped are returned to us for inspection and confirmation of the defects, we will reprint the Order at no cost, or issue a credit for future orders. No cash refunds are offered. Please note that the FULL original Order must be returned to us and inspected.
No reprints or credits are offered for the following reasons (these are not considered defects):
- Low resolution or low quality graphics and images as supplied by you
- Spelling, punctuation, and grammatical errors from your approved proof
- Damaged fonts
- Color reproduction
- Artwork files that are not created following our or USPS specifications
- Variances in color from the conversion of Pantone or RGB colors to CMYK
- Errors in user-selected options such as size, quantity, paper and finish
- Duplicate orders submitted by you
- Incorrect files uploaded by you
- Incorrect file orientation on your provided files.
- Cracking on folds
- Cutting variances
- Incorrect or undeliverable shipping address
10. SHIPPING TERMS. All shipments are FOB Shipping Point from our manufacturing location. We assume no liability for damage in shipping, missing, or otherwise delayed shipments.
11. COLOR REPRODUCTION. Because of differences in equipment manufacturers, including paper, inks, lighting, and other conditions, all print jobs utilize a “pleasing color” spectrum as determined by generally accepted printing trade practices. The color output of your print job is not guaranteed to match any other print order or previous printed copy. We are not responsible for color variations between submitted files and the final printed piece. Under no circumstances will a reprint be honored for color variations that have occurred during the printing process.
12. NO PROOFING PROCESS. You acknowledge and understand that there is not a manual offline proofing process. As a result, uploading of the correct and final creative version is your sole responsibility. We are not responsible for any copy or design errors committed on edits once approved by you.
13. COLOR PRINTER AND COLOR COPIES. Digital prints will look substantially different than commercial offset printing. We offer quick turnaround and low prices by printing to a “pleasing color” standard, using standard ink densities. There is no guarantee that your finished piece will match its printed sample. This is due to the varying results from different output devices including inkjet printers, continuous tone proofing devices, and film-based proofs. Consumer printers are known to saturate colors and glossy “photo” paper will look different.
14. CONTENT. We reserve the right, in our sole discretion, to: i) refuse to provide service to you at any time and for any reason; or ii) print anything we deem improper, offensive, or known to be illegal. You guarantee that you have the legal authority to allow us to use all matter submitted to us by you, including but not limited to the necessary license and permission to use any copyrighted material, trademarks, or graphics. You are solely responsible for the content of all matter submitted to us by you. We are not liable for any damages resulting from violation of copyright laws or illegal use of trade names or slogans.
15. CUSTOMER FILES. It is your responsibility to maintain a copy of the original computer files, artwork. We are not responsible for accidental loss or damage to media supplied by you or for errors on supplied artwork furnished by you. We do not always archive your work for longer than it takes to produce the final product. DO NOT send any “one-of-kind” prints or artwork.
16. USPS DISCLAIMER. We provide design, printing service and mailing preparation services. We DO NOT provide mail delivery services. This service is provided by United States Postal Service (“USPS”). We are not USPS and cannot guarantee the delivery schedules or exact dates of your mailings. Our services are completed when your mail is delivered to the dock of the USPS. If there is a delivery or service issue specific to USPS, we will assist you in coordinating all available resolutions with USPS directly. USPS will require specific and/or verifiable proof of error. A self-certified statement that a postcard was not received is not a verifiable error for USPS.
17. DISTRIBUTION VERIFICATION. Upon request by you within 30 days of the in-home date of your mailing, we will provide you verification that your mail was deposited with the USPS.
18. MAILING LIST QUALITY. We are not responsible for undeliverable or returned pieces on any supplied mailing list data provided by you regardless if we processed NCOA and CASS certifications.
19. PURCHASED MAILING LISTS. Mailing lists which are purchased from us will not have returns on consumer lists exceeding 8% and on business lists exceeding 15% (“Return Levels”), conditional on the mailing being sent within 30 days of the purchase of the lists. We are not liable for any returns other than those in excess of the Return Levels. The sole remedy for exceeding the Return Levels shall be refund of the postage of those items that exceed the Return Levels.
Due to contractual terms with third-party mailing data providers, we are unable to refund on mailing list purchases once procured regardless if the list has been mailed or used in any capacity by you.
20. POSTAGE FEES. You should explicitly recognize that we are not the USPS and portion of the money paid by you is collected for postage and paid to USPS on your behalf. These funds are not ours and are not refundable for any reason by us.
21. POSTAGE REFUNDS. UNDER ABSOLUTELY NO CIRCUMSTANCES WILL POSTAGE BE REFUNDED FOR ANY REASON ONCE AN ORDER HAS BEEN TRANSFERRED TO THE USPS FOR MAILING.
22. POSTCARD GEOGRAPHY. We will make commercially reasonable efforts to ensure your requested geography for any postcard campaign is met, provided however, certain geographies and services may not be available for all requested mail dates. In such circumstances, we may substitute those requested geographies with available ones within a reasonable distance from the requested geography to meet your specific quantity. If the quantity changes due to these substitutions your total cost will be adjusted accordingly.
23. WARRANTY AND DISCLAIMER OF OTHER WARRANTY. ALL SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE BASIS”. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO OUR SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IT IS POSSIBLE FOR ERRORS, OMISSIONS OR OTHER MISHAPS TO OCCUR. WE WILL HAVE NO LIABILITY IN SUCH CASE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT WARRANT ANY RESULTS YOU MAY OBTAIN THROUGH SERVICES SUPPLIED BY US.
24. LIMITATIONS OF LIABILITY. WE WILL NOT BE LIABLE FOR: I) ANY DIRECT DAMAGES RELATING TO ERROR, MISTAKE, OR FAILURE TO PERFORM SERVICES OF ANY NATURE THAT EXCEEDS THE VALUE OF THE FEES PAID BY YOU TO US FOR THE SPECIFIC SERVICE GIVING RISE TO THE DAMAGES; II) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, LOSS OF PROFITS, FAILURE TO OBTAIN CERTAIN BUSINESS RESULTS, RESPONSE RATES, SALES, POSTAGE OR ANY OTHER DIRECT OR CONSEQUENTIAL DAMAGES AS A RESULT OF ANY ERROR, MISTAKE, OR FAILURE OF US TO PERFORM SERVICES: THIS INCLUDES BUT IS NOT LIMITED TO; LIST ADDITIONS, REQUESTS MADE AFTER ORDER APPROVAL, AND USPS ERRORS. WE ARE NOT LIABLE IN ANY MANNER OR AMOUNT FOR USPS PERFORMANCE FAILURES, DAMAGE, OR DELAYS AND MAKE NO WARRANTY WHATSOEVER REGARDING USPS PERFORMANCE.
25. INDEMNIFICATION. You represent that you have the legal right to produce all printed materials ordered. In the event that a charge, claim or demand, or arbitration, action or proceeding (collectively, a “Claim”) is made or commenced against us based upon, relating to or arising from your acts, or the printing performed or product produced by us ordered by you, you shall indemnify and hold us harmless from and against any loss, damages, cost and expense arising from or related to the Claim including without limitation; (1) defending us against any such Claim (2) paying any judgment or award against us; and (3) reimbursing us for any legal fees and expenses we reasonably incur in responding and defending the Claim.
27. DATA SECURITY AND MALWARE POLICY / DISCLAIMER OF WARRANTY. You agree and acknowledges the following: (a) that we do not warrant that any of our websites or vendor websites or electronic services will be uninterrupted, error free, or immune from hackers that create data breaches and data theft, and further that we, and our various third-party providers (such as Amazon) may occasionally experience “hard outages” due to internet disruptions, or data security breaches. WE EXPRESSLY DISCLAIMS ANY WARRANTY OR ASSURANCE OF DATA INTEGRITY, SECURITY, OR PERFORMANCE. Any such breaches or outages shall not be considered a breach of these terms and conditions. Further, we agree to use reasonable commercial efforts to ensure that there are no viruses or undocumented feature in any software, email, or data files at the time of delivery to you (a virus will be defined as any harmful, hidden programs or data incorporated in a computer software program that destroys or impairs the program and/or data from processing its normal business operations); and the software does not contain any embedded device or code (e.g., time bomb), but we MAKE NO WARRANTY EXPRESS OR IMPLIED THAT MALICIOUS CODE WILL NOT BE PRESENT ON ANY CUSTOMER COMMUNICATION OR DATA FILES.
28. CONFIDENTIALITY. Except to the extent that you may have a legal obligation to do so, you will not to disclose at any time to any third party person, firm, corporation or any business enterprise of any nature or description, any confidential or proprietary information relating to us or the Services, including but not limited to APIs, geographic and demographic reports, distribution strategies, sale terms or conditions, delivery or scheduling terms or conditions, costs, pricing and manufacturing or processing methods (the “Confidential Information”). Further, you agree to hold such Confidential Information in strict confidence, to take commercially reasonable efforts to protect such information and not to use such information for any reason other than in connection with its performance hereunder. Notwithstanding the foregoing, you may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by applicable laws, or as necessary to enforce its rights under these Terms.
29. INTELLECTUAL PROPERTY. You acknowledge that you are obtaining a limited right to use the Services pursuant to the Terms and that no ownership rights are transferred to you under these Terms. You agree that we retain all right, title and interest (including all intellectual property rights) in and to all Services, and all related or underlying documentation, technology, code, know-how, templates, anything delivered as part of support of other services, and any updates, modifications, or derivative works of any of the foregoing (all of which is deemed our Confidential Information). Other than the applicable APIs, the Service is offered as an online platform. Accordingly, you acknowledge and agree that you have no right to obtain a copy of the software behind any Service and that we, in our sole discretion, may make updates, bug fixes, modifications or improvements to the Service from time-to-time.
30. MODIFICATION OR DISCONTINUANCE OF SERVICES. We retain the right to modify, discontinue, or cancel the DMM or Services, or any associated mailings thereof, or to cease mailing the market, for any reason without liability to you.
31. API TERMS.
- Customer Applications. You may use the APIs to integrate or embed the DMM into your application or website (“Application”). You shall be solely responsible for the Application and shall ensure it has: a) provided its customers, clients, and end users with the applicable terms (including privacy terms) that authorize us to provide the Services hereunder, and b) the proper authority and/or authorization to share information with us.
- Authentication. To the extent that you elect to use the API to enable embedded features into Applications, you must authenticate the identity of each end user through email confirmation or other industry standard methods. You are solely responsible and solely liable for such authentication and will indemnify, defend and hold us harmless against any claim related to such use by end users.
- API Keys. In order to use the APIs, you must obtain its unique API credentials (an “API Key”) via the registration process. You are solely responsible for all activity associated with its API Key, regardless of whether it has knowledge of such activity. You must not share your API Key with any third party, shall keep such API Key secure, and shall use it as your sole means of accessing the API.
- Rate Limits. We may be required to limit or suspend your use of the APIs when such suspension or limits are necessary to prevent harm or liability to other customers/individuals, or to preserve the security, stability, availability or integrity of the Services.
- Application passthrough. You will ensure that the Applications using Services / APIs contain terms of service and privacy policies that are consistent with the terms of this Agreement.
- API Restrictions. You agree that you will not (and will not permit any third party to) directly or indirectly: (a) create an API that functions substantially the same as our APIs; (b) make any use of the APIs for any purpose independent of the Services; (c) misrepresent the source or ownership of the APIs or remove, obscure, or alter any copyright, trademark or other proprietary rights notices, falsify or delete any author attributions, legal notices or other labels of the origin or source of the APIs; or (d) interfere with or disrupt the APIs or the servers or networks providing the APIs or Service.
32. GENERAL PROVISIONS.
- Assignment. You will not assign any of its rights or obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this provision is null and void.
- Compliance. Each party shall comply with all federal, state, or local laws, statutes, rules or regulations applicable to the performance of their rights and obligations under these Terms.
- No Waiver. No waiver of any right under these Terms will be deemed effective unless contained in writing and signed by the waiving party. No failure or delay by either party in enforcing any right or remedy under these Terms shall be construed as a waiver.
- Force Majeure. Neither party will be liable for any delay or failure in its performance, except the making of payments, due to causes which are beyond its reasonable control, including but not limited to, an act of God, an act of civil or military authority, fire, epidemic, pandemic, flood, earthquake, hurricane, riot, war, sabotage, terrorist attack, financial or other crisis, failure of supplier or governmental action.
- Governing Law and Venue. These Terms, including subsequent Insertion Order(s), are entered into in Lancaster County, Pennsylvania, and all parties hereto consent to personal jurisdiction in the courts of the Commonwealth of Pennsylvania sitting in Lancaster County, for all actions arising under or in connection with these Terms and the Services. These Terms shall be governed and construed according to the laws of New York without regard to its conflict of law’s provisions.
- Severability. If any provision of these Terms are held invalid, illegal or unenforceable, such provision shall be deemed not to form part of these Terms and shall be amended and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed and the remaining provisions of these Terms shall remain in full force and effect.
- Entire Agreement. This Terms constitute the entire agreement between the parties as to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, and negotiations, both written and oral, between the parties.
33. PAYMENT TERMS: All orders must be prepaid before commencing production. We reserve the right to place jobs on indefinite hold if the credit card declines or for payment pending via check. There are no net credit terms accounts unless pre-approved in writing by management and secured by credit card or deposit. You authorize us to charge any credit card or debit card previously authorized for unpaid or overdue accounts not received within payment terms (if applicable). Additionally, you authorize us to charge any credit card or debit card previously used for nonsufficient funds (NSF or returned) checks. There is a fee of $35 for any nonsufficient funds checks.
You are responsible for all sales, use, gross receipts, and other excise taxes applicable to taxable products and services produced, distributed, and/or performed pursuant to this order. Depending on jurisdictional rules, the tax may apply to the selling price of a product/service or to our production costs. We collect and remit tax in jurisdictions where required to do so by law, and taxes for more than one jurisdiction may apply if you distribute in more than one state. If you believe you are exempt from tax, you must provide us with the specific exemption documentation required by each state included in your distribution. We will collect tax until we receive and validate your exemption documentation. To the extent a product or service is taxable in a jurisdiction where we do not collect tax, you may be required to self-assess and remit the tax directly to the jurisdiction. If you have products delivered to or distributed in the state of Alabama, we have collected the simplified sellers use tax on taxable transactions delivered into Alabama and the tax will be remitted on your behalf to the Alabama Department of Revenue. GrowMail’s program account number is SSU-R011651076.
End of Terms of Service: November 29, 2021