Sales Channel Toolkit Terms of Use

TERMS OF USE – SALES MATERIALS

 

Effective November 1, 2019

 

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING, DOWNLOADING, OR USING ANY OF THE MATERIALS AVAILABLE THROUGH YOUR ACCESS TO THIS WEBSITE. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND THE PAPER AND PACKAGING BOARD (“P+PB”).  These Terms of Use – Sales Materials (“Terms”) govern use of P+PB’s Sales Materials (“Materials”) which are made available to you by P+PB or on its behalf through this website and through any websites on which these Terms appear, including those at all www.paperandpackaging.org URLs.

 

You agree that your access to and use of the Materials, including any part thereof, is governed by these Terms and P+PB’s Privacy Policy located at www.paperandpackaging.org/policies (“Privacy Policy”), which is incorporated by reference in its entirety herein (the Terms, the General Terms of Use and Privacy Policy shall collectively be referred to herein as the “Terms” unless specifically stated otherwise). You agree that by registering or creating an account, accessing, or using the Materials or any part thereof, you are entering into a legally binding agreement with P+PB and you agree to abide by the Terms, including all rules, terms, conditions, restrictions and notices therein. If you do not wish to be bound by the Terms, do not access, download, register or create an account, or otherwise use any of the Materials, as doing so will result in your acceptance of the Terms. If you are registering, accessing or using the Materials on behalf of a company or other legal entity, you are still individually bound by the Terms, even if your company has a separate agreement with P+PB. In the event that there is a conflict between the General Terms of Use and these Terms, these Terms shall apply and be seen as amending the General Terms.

 

 

  1. Materials. The Materials are provided for you to learn about P+PB and its mission and services, including its campaigns. The Materials include, without limitation, any content, data, text, pictures, graphics, audio, video, icons, surveys, software, code, applications, and updates for use on or through this website, links, and other content, features and services available on or through this website, are provided for educational and informational purposes only.

 

  1. 18 and Older.

 

    1. YOU MUST BE AT LEAST 18 YEARS OF AGE TO (a) USE THE MATERIALS, (b) USE ANYTHING ACCESSIBLE OR AVAILABLE ON OR THROUGH THIS WEBSITE, (c) CREATE AN ACCOUNT, OR (d) TRANSMIT/SUBMIT/POST ANY SUBMISSION, ANY PERSONAL INFORMATION OR ANYTHING TO ANY FORUM OR ANYWHERE ELSE ON THIS WEBSITE. By accessing, using and/or submitting information to or through this website, you agree and represent that you are at least 18 years of age or older and otherwise have the legal capacity to enter into these Terms.

 

    1. Pursuant to 47 U.S.C. Section 230(d), as amended, P+PB hereby notifies you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors.  This website is not directed to, not intended for and may not be used by anyone under the age of 18.

 

  1. Changes to these Terms.  P+PB has included the effective date of these Terms on this document. P+PB reserves the right to make changes to any Terms at any time, however, P+PB shall use reasonable efforts to provide notification to you in advance of any material changes becoming effective, such as by posting a notification via this website, at the login page or via email.  If you continue to access and/or use the Materials after the effective date of such changes, then such access and/or use will be deemed an acceptance of and an agreement to follow and be bound by the Terms as changed.  The revised Terms supersede all previous notices or statements regarding the Materials.  For this reason, we encourage you to review these Terms any time you access or use the Materials, and recommend that you print out a copy for your records. Upon P+PB’s request, you agree to sign a non-electronic version of these.

 

  1. License. 

 

    1. Grant. The Materials are provided for educational and informational purposes and solely for the use by your company, and not for any personal use.  Subject to your full compliance hereunder, P+PB hereby grants you a non-exclusive, non-transferable, non-sublicensable, royalty-free, terminable, limited license to access and use the Materials to highlight P+PB’s services for your company’s non-commercial educational or informational purposes.  Except as expressly provided in these Terms, P+PB does not grant you any other express or implied rights or licenses in or to the Materials, and all rights, title and interest that P+PB has in the Materials are retained by P+PB, even after download on your computers, mobile phones, tablets, and/or other devices.

 

      1. Characters. Certain of the Materials contain the P+PB’s paper and box characters.  Such Materials must be used as a whole and cannot be separated or taken apart in any way. That is, a character may be used only when it appears in a Material and only in such Material as a whole. P+PB’s characters cannot be used separately or in any other manner or for any other reason whatsoever.

 

      1. Credit. You must acknowledge P+PB’s ownership of the Materials on of your company’s websites where such Materials are posted, on the trademark or legal page or on the bottom of all web page(s) on which the Materials appear, and on the last page of any presentations or communications in which the Campaign Materials appear.  Further, you agree to follow P+PB’s Tagging Guidelines [located under Toolkit Guidelines] for all social media posts.

 

      1. Linking. Wherever possible, the Materials should be directly linked back to P+PB’s consumer website – www.howlifeunfolds.com.

 

      1. No Change. The Materials may be used only in exactly the form and format as provided by P+PB on this website. No deletions, additions or changes may be made to the Materials. Although not allowable under these Terms, should you change or modify the Materials, P+PB shall own all such modification or change, along with the goodwill symbolized thereby and you hereby automatically assign all such rights to P+PB.

 

      1. Compliance with Laws. You agree that all uses of the Materials shall be in accordance with all applicable laws and regulations.

 

    1. Restrictions.

 

      1. You agree that you will not use the Materials in a manner that is likely to be viewed by a reasonable person as violent, sexually provocative, offensive, obscene, in violation of “hate crime” laws, or otherwise likely to shock or offend the community or in such a way as to bring P+PB, its officers, employees, or Board, or its trademarks, service marks or logos into public disrepute, scandal or ridicule, or that derogates from the public image or reflects unfavorably or negatively upon them.

 

      1. Except as lawfully allowed or expressly set forth in these Terms, you may not modify (including without limitation making derivative works), adapt, reverse engineer, de-compile or otherwise reduce to human perceivable format, license or sublicense, or offer for sale or sell in any form or by any means, in whole or in part, any of the Materials without P+PBB’s express prior written permission.

 

    1. No Other Intellectual Property.  The rights licensed herein extends only to the use of the Materials as stated herein and do not grant permission to use any other P+PB intellectual property or materials.  All  

 

    1. No Other Rights. P+PB reserves any and all rights not expressly granted herein.

 

    1. P+PB reserves the right to revoke your right to use any or all of the Materials, including your access to this website, at any time as further set forth herein.  You acknowledge that the time that but for the limited and terminable license granted herein, you are not entitled under the law to use or have access to the Materials.

 

  1. Intellectual Property

 

    1. Ownership.  Except for third party intellectual property that may be included therein, you acknowledge and agree that P+PB is the sole and exclusive owner of all right, title, and interest in and to the Materials and that your use of the Materials shall inure to the benefit of P+PB and that you shall not, at any time, acquire any ownership rights in the Campaign Materials by virtue of any use you may make of the Materials, regardless of whether authorized by these Terms.

 

    1. No Challenge.  You shall not directly or indirectly contest or otherwise challenge or attack P+PB’s rights in, and/or the validity of, the Materials during the term of these Terms or at any time thereafter.  You further agree not to do anything, either by act of omission or commission, which might invalidate, impair, jeopardize, violate or infringe the Materials, or to misuse or bring into dispute the Materials or jeopardize P+PB’s rights in the Materials.

 

    1. No Circumvention. You may not circumvent or disable any content protection features used on the Materials and must retain all trademark, copyright and other proprietary notices on downloaded, published, redistributed and copied Materials, and any such downloads, publications, redistributions or copies are subject to the terms and conditions of these Terms.

 

    1. No P+PB Restriction.  Nothing in these Terms shall be construed to prevent P+PB from using, or licensing others to use Campaign Materials for any purpose whatsoever.

 

    1. Changes or Discontinuation.  You acknowledge that, from time to time and without your approval, Owner may modify certain elements of the Materials or discontinue the use of certain Materials. Accordingly, P+PB does not represent or warrant that the Materials or any of their respective elements will be available for your use or maintained or used in any particular fashion.

 

  1. Account.

 

    1. In order to access the Materials (after your request for access has been approved by P+PB in writing) you are required to register or create an account (“Account”).  You acknowledge and agree that you have no ownership or other proprietary interest in any Account. To create an Account, P+PB may ask or require you to provide P+PB or its service providers with certain personal information (e.g., your full name, company name, title and email address) and/or social media login information. Providing P+PB and/or any service provider with your personal information or your social media login information is your choice. 

 

    1. Each time you decide to provide P+PB or any service provider with your personal information, you agree to: (a) provide accurate, current and complete information about yourself as prompted by P+PB’s registration form or process (including your current email address), and (b) maintain and update your information (including your email address) to keep it accurate, current and complete.  You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, P+PB has the right to terminate your access to and use of the Materials (or any portion thereof). You also agree that P+PB has the right in its sole discretion to suspend or terminate your Account, your username, or refuse any and all current or future use of the Materials (or any portion thereof) for any reason or no reason.

 

    1. YOU ARE ENTIRELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF YOUR ACCOUNT, INCLUDING ANY AND ALL ACTIVITIES (INCLUDING USE OF THE MATERIALS) THAT ARE CONDUCTED THROUGH THE USE OF YOUR PSEUDONYM AND PASSWORD WHETHER OR NOT AUTHORIZED BY YOU.

 

  1. Right to Modify. P+PB reserves the right, at any time, to modify, suspend, or discontinue the Materials, and/or any part or parts thereof with or without notice, including terminating, eliminating, supplementing, modifying, adding to or discontinuing any content, functionality, promotion, or feature of this website. You agree that P+PB will not be liable to you or to any third party for any such modification, suspension, or discontinuation.

 

  1. Term and Termination. 

 

    1. Your right to access and use the Materials will remain effective until terminated in accordance with these Terms. P+PB may delete, suspend, terminate or block your access to the Materials and/or suspend, terminate, modify, or delete your Account (all, a “termination”), with or without notice to you, at any time for any reason or for no reason, including without limitation, for violation or suspected violation of these Terms.  For example, your access may be blocked and/or your Account deleted without warning if P+PB believes, in its sole discretion, that you are under 18 years of age or if you provide any information that is false or infringing on the right of another. Upon termination, your right to access and use the Materials, including your Account, will immediately cease.  In addition to its termination rights, P+PB also reserves the right to refuse service to anyone for any reason whatsoever in its sole discretion, including without limitation, if P+PB becomes aware that you are a convicted felon or sex offender.

 

    1. You may terminate your Account by contacting the Account Administrator by emailing sales@paperandpackaging.org with the subject line “Termination Request” and your full name and company name included in the body of the email. P+PB may terminate and delete your Account, including any information associated with your Account, in P+PB’s sole discretion, if your Account has been inactive for a period of at least 12 months. Your Account will be considered inactive if you do not login to this website with your username and password and/or social media login information.

 

    1.  P+PB may terminate and delete your Account, including any information associated with your Account, in P+PB’s sole discretion, if your Account has been inactive for a period of at least 12 months. Your Account will be considered inactive if you do not login to this website with your username and password and/or social media login information.

 

  1. Disclaimers.

 

    1. THE MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

 

    1. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, P+PB AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. 

 

    1. P+PB AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE MATERIALS OR SERVICES AVAILABLE ON OR THROUGH THIS WEBSITE, WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE MATERIALS (OR ANY PART THEREOF) OR THE SERVER(S) ON WHICH THE MATERIALS ARE HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 

 

    1. NO OPINION, ADVICE OR STATEMENT OF P+PB OR ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE ON THIS WEBSITE, IN THE MATERIALS, OR OTHERWISE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.  YOUR USE OF THE MATERIALS IS ENTIRELY AT YOUR OWN RISK.

 

    1. BECAUSE SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.

 

  1. Limitations of Liability. 

 

    1. NEITHER P+PB NOR ANY OF ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE OR WILL BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR ARTICLE, LOST REVENUES OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE MATERIALS OR THIS WEBSITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE MATERIALS IS TO STOP USING SUCH MATERIALS.  THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF P+PB FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE (i) THE TOTAL AMOUNT PAID BY YOU TO P+PB IN THE PRECEDING TWELVE (12) MONTHS, IF ANY, TO ACCESS OR USE THE MATERIALS or (ii) $100 . YOU AGREE THAT THE DAMAGE EXCLUSIONS IN THESE TERMS SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

 

    1. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY ADDITIONAL LEGAL RIGHTS WHICH YOU MAY HAVE AS A CONSUMER REMAIN UNAFFECTED BY THESE TERMS.

 

    1. NO COMMUNICATION OF ANY KIND BETWEEN YOU AND P+PB OR A REPRESENTATIVE OF P+PB CONSTITUTES A WAIVER OF ANY LIMITATIONS OF LIABILITY HEREUNDER.  MULTIPLE CLAIMS WILL NOT INCREASE THE MONETARY DAMAGES LIMIT STATED HEREIN.

 

    1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT P+PB OFFERS THE MATERIALS IN RELIANCE UPON THE ABOVE WARRANTY DISCLAIMERS, RELEASES, AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS, THAT THESE WARRANTY DISCLAIMERS, RELEASES, AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND P+PB. P+PB WOULD NOT BE ABLE TO PROVIDE THE MATERIALS TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE WARRANTY DISCLAIMERS, RELEASES, AND LIMITATIONS OF LIABILITY.

 

  1. Indemnity.  You agree to defend, indemnify and hold P+PB harmless against any and all third party claims, demands, causes of action, liability, loss, damage, judgments, or expense (including court costs and reasonable attorney’s fees) arising out of your negligent use of any or any part of the Materials, use of any or any part of the Materials in a manner not permitted under these Terms, breach of any applicable law or regulation, or use of any or any part of the Materials after written notification by P+PB that such use may be an infringement, or any such use made on behalf of or for your company. P+PB reserves the right to assume exclusive control of its defense in any matter subject to your indemnification, which shall not excuse your obligation to indemnify P+PB. You agree not settle any dispute subject to your indemnification under these Terms without written consent from P+PB.

 

  1. Notice for California Users.

 

    1. If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to Paper and Packaging Board, 8200 Greensboro Drive, Suite 1175 McLean, VA 22102 with your email address and a request for these Terms.

 

    1. Under California Civil Code Section 1789.3, California users are entitled to the following specific consumer rights notice:  The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at California Department of Consumer Affairs, Consumer Information Center, 1625 North Market Boulevard, Suite N-112, Sacramento, California  95834, or by telephone at (916) 445-1254 or (800) 952-5210 in order to resolve a complaint regarding the Materials or to receive further information regarding use of the Materials.

 

  1. Federal Civil Rights Policies.  You agree that you shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age or disability.  You further agree that you will fully comply with any and all applicable federal, state, and local equal employment opportunity statutes, ordinances, and regulations, including without limitation, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, and the Equal Pay Act of 1963.  However, nothing in this Section shall require you to comply with or become liable under any law, ordinance, regulation, or rule that does not otherwise apply to your company.

 

  1. Captions/Section Headings.  The captions and Section and paragraph headings used in these Terms are inserted for convenience only and shall not affect the meaning or interpretation of these Terms.

 

  1. No Third Party Beneficiaries/No Implied Rights.  No other person or entity shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of these Terms as a third-party beneficiary or otherwise. Nothing contained in these Terms shall be construed as conferring any rights by implication, estoppel or otherwise, under any intellectual property right, other than the licenses expressly granted in these Terms.

 

  1. Independent Contractors.  The parties hereto are independent contractors in their performance of this Agreement, and nothing contained herein shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners, employer-employee, or otherwise as participants in a joint or common undertaking, or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.  All financial obligations associated with each party’s business are the sole responsibility of that party, including, but not limited to all applicable federal, state and local income taxes (if lawfully applicable), associated payroll and business taxes (if lawfully applicable), licenses and fees, and such insurance as is necessary for a party’s protection in connection with work performed under this Agreement; it being understood and agreed that no such taxes or fees shall be withheld or paid by a party on behalf of the other party.

 

  1. Equitable Relief.  You acknowledge and agree that P+PB would not have an adequate remedy at law and would be irreparably harmed in the event you were to misuse, harm, or bring into disrepute any or any part of the Materials or if you were to breach any term of these Terms concerning the proper use or placement of any or any part of the Materials.  Accordingly, it is agreed that, in the event of a breach or threatened breach of these Terms or your failure to follow any instruction of P+PB regarding the Materials, in addition to any other remedies at law or in equity, P+PB shall be entitled to equitable relief including but not limited to immediate injunctive relief without the requirement of posting a bond or other security.

 

  1. Waiver.  No waiver, modification or amendment of any term or condition of this Agreement shall be valid or of any force or effect unless made in writing, signed by the parties hereto or their duly authorized representatives, and specifying with particularity the nature and extent of such waiver, modification or amendment to which it applies.  The failure of a party at any time to exercise any of its rights, remedies or options under this Agreement shall not be construed to be a waiver of such rights, remedies or options or prevent such party from subsequently asserting or exercising such rights, remedies or options, nor shall it be construed, deemed or interpreted as a waiver of, or acquiescence in, any such breach or default or of any similar breach or default occurring later. This Section shall survive termination of the Agreement.

 

  1. Severability.  If the application of any Section or provision of these Terms to any particular facts or circumstances shall be held to be illegal, invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then (a) that provision or Section shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable; (b) the validity and enforceability of such provision or Section as applied to any other particular facts or circumstances and the validity of other provisions of these Terms shall not in any way be affected or impaired thereby, and (c) such provision or Section shall be enforced to the maximum extent possible so as to give effect to the intent of the parties and reformed without further action by the parties to the extent necessary to make such provision or Section valid and enforceable.

 

  1. Binding Agreement.  These Terms shall inure to the benefit of and be binding upon the parties hereto, and their respective successors and permitted assigns.

 

  1. Interpretation.  All references in these Terms to laws, agreements or other documents shall be deemed to mean those laws, agreements or documents as the same may be modified, replaced or amended from time to time. Wherever any provision of these Terms uses the term “including” (or “includes”), such term shall be deemed to mean “including” and “including but not limited to” (or “includes without limitation” and “includes but is not limited to”).  All definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or the plural.  All references to the word “will” are interchangeable with the word “shall” and shall be understood to be imperative and mandatory in nature.

 

  1. Survival.  Notwithstanding any terms set forth herein, all provisions of these Terms that may reasonably be construed as surviving the expiration or termination of these Terms will survive any termination of these Terms.

 

  1. Law.  These Terms, including the construction and application thereof, are subject solely and exclusively to the state of Virginia without regard to choice of law provisions. Any and all disputes shall be filed in Fairfax County, in the applicable State or Federal Court.

 

  1. Entire Agreement.  This Agreement is the entire Agreement between the parties with respect to the subject matter contained herein, and all other agreements, whether verbal or in writing, are hereby terminated and replaced with this Agreement.