1. Appointment as a Dealer
DFS hereby appoints the entity listed on the Dealer Application Form (hereinafter “you” or “Dealer”) as a non-exclusive Authorized DFS Dealer. As a dealer, you have the right to sell DFS products to end users in the form and packaging supplied by DFS.
2. Placing and Acceptance of Orders
You agree to submit orders to DFS from time to time for DFS products and services. Orders can be placed by internet, phone, fax or mail. Orders for cheques should include a bank specification sheet or a cheque marked "void" (sorry, no deposit tickets). First time orders with new artwork can only be accepted by internet or mail, as faxing can distort logo artwork. Custom logos and other customer artwork may be redrawn to meet printing specifications, for which there will be an additional charge. Imprint information will be printed in our standard format, as shown in the catalogue, unless otherwise noted on the order. Please specify starting number when applicable. Please note, the owner of any trademark, service mark, logo, or copyrighted material has the exclusive right to use and reproduce such material. You therefore cannot reproduce any unlicensed trademarks, service marks, logos, or copyrighted material onto printed materials and merchandise via the service offered through this web site without authorization from the owner. We may contact you to verify that this authorization is in place.
All orders are subject to acceptance by DFS, as well as these Terms.
3. Prices and Payment
Prices are subject to change without prior notice or obligation. Prices do not include shipping if applicable or sales taxes, all of which are payable by you. Orders are subject to credit approval. Prepayment will speed first-time orders through our credit department. For Dealers having received credit approval, terms are net 30 days from the date of invoice. In the event that open account terms cannot be established, terms are Payment with Order. DFS accepts Visa, MasterCard and American Express. Initial orders for sales materials do not require prepayment. If an account is past due, any new orders will be held until payment is received for the outstanding balance. DFS reserves the right to change a Dealer's open account status if payment history warrants.
We'll ship products with standard imprints within three working days. Orders with custom artwork and special printing instructions will take longer. Stock products ship in 24 hours. Except for specialty orders, DFS will prepay the freight charges using standard ground shipping and ship to dealer or end-users as specified.
5. Support from DFS
DFS will provide you with free sales tools to assist you in the sales of DFS products and services. DFS Dealer Representatives are available Monday through Friday 8:00am - 6:00pm ET at 800.490.6327. Dealer Representatives will gladly answer all questions concerning the DFS program, products, ordering and invoicing. For Custom Printing orders and inquiries, call 800.490.6327 during the same business hours.
For 90 days from the day we ship your order, you are covered by our 100% "Quality Guarantee" which is applicable to all Printed Products. We will replace, refund or credit any of our manufactured products found to contain printing errors caused by us, or to be defective in workmanship or materials. Any printed product created using customer supplied print ready files or created using the services of our composition design team are also guaranteed to match your approved proof in all aspects.
7. Limitation of Liability
IN NO EVENT WILL DFS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY NATURE OR DESCRIPTION IN CONNECTION WITH THIS AGREEMENT OF THE PROGRAM, OR DAMAGES RESULTING FROM ANY USE OR MISUSE OF ANY PRODUCT OR ANY ACT OR OMISSION BY DFS, EVEN IF DFS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DFS CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE TOTAL OF ALL FEES PAID FOR THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO ANY SUCH LIABILITY.
8. DFS Materials
Nothing contained in this Agreement grant, by implication, estoppel, or otherwise, any license or right to use any DFS logos, trademarks, copyrightable materials or other proprietary materials ("DFS Materials"). You shall not, directly or indirectly, undertake or engage in the following practices: (a) use or otherwise incorporate the word "Deluxe" or "DFS" or any other DFS Materials or variations, misspellings or derivatives thereof in the domain name of any websites you own or control; (b) make any representations, either express or implied, or create an appearance or impression, that (i) a visitor to your web site is visiting DFS.ca or any of our affiliated company sites (our Sites), (ii) a visitor to our Site is visiting your web site or (iii) DFS endorses you or your website or your products and services (for example, you are agreeing not to "frame" any pages or portions of deluxeforms.ca); (c) purchase, bid, or register for placement of any DFS or our affiliated companies trademarks (including "Deluxe" and "DFS"), or for any variations or deliberate misspellings thereof, within any search engine or directories; or (d) use predatory advertising methods designed to generate traffic from websites that do not have approval for the online promotion of our products or services. Predatory advertising is defined as any method that creates or overlays links or banners on web sites, spawns browser windows, or any method invented to generate traffic from a website without that website owner's expressed, written permission.
A party may from time to time disclose (the "Disclosing Party") confidential information ("Confidential Information") to the other party (the "Recipient") in connection with the business relationship set forth herein. Recipient agrees to access, use and disclose the Confidential Information of Disclosing Party only in connection with fulfilling its obligations under this Agreement and for no other purposes, except that DFS may access, use and disclose such information to protect against actual or potential fraud or unauthorized transactions, to comply with legal requirements or for other purposes permitted by law. Confidential Information shall not be construed to mean any information which is: (a) or becomes part of the public domain without violation of this Section 6; (b) known by Recipient prior to disclosure by Disclosing Party; (c) rightfully received by Recipient from a third party having the right to disclose such information; or (d) developed by Recipient independent of Disclosing Party's otherwise Confidential Information.
You agree to defend, indemnify and hold DFS and its affiliated companies harmless from and against any and all liabilities, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys' fee and costs of litigation) incurred by or asserted against DFS or any of its affiliated companies that arise out of or are incidental to your conduct of business under this Agreement or the products or services provided hereunder.
11. Term and Termination
These Terms shall be effective upon the earlier of DFS notifying you of your acceptance into DFS Program or DFS acceptance of your initial order and shall expire upon this Agreement being terminated by you or DFS as provided herein (the "Term"). Either party may at its sole discretion at any time terminate the Agreement with or without cause upon written notice to the other party.
No termination of this Agreement shall affect the respective obligations or rights of the parties accruing hereunder prior to the effective date of such termination and, in addition, the parties hereby agree all terms and conditions that should by their nature survive termination of this Agreement shall so survive.
Because these Terms may be terminated by either party at any time, with or without cause, you acknowledge and agree that (i) there is no commitment that your relationship with DFS shall exist for any minimum period and (ii) all investments and commitments made by you or expenses incurred by you are done so by you at your own risk and with the understanding that you shall not look to DFS to recover or recoup any such investments, commitments or expenses or any amounts for expected future profits in the event either you or DFS terminates this Agreement.
This Agreement shall be construed with the laws of state of Minnesota, excluding its conflict of law provisions. Any action relating to this Agreement must be brought in the federal or state courts located in Ramsey County, Minnesota, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without DFS’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. If any clause of these Terms is declared illegal or invalid, the balance of these Terms shall remain enforceable, the clauses herein being severable. No act or failure to act by DFS hereunder shall constitute a waiver by DFS of any term or condition herein. No course of dealing between the parties will be deemed effective to modify or discharge any rights or obligations of either party. This Agreement and any documents incorporated herein by reference constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter hereof. This Agreement constitute the final and complete agreement between you and DFS regarding the subject matter herein and supersedes all prior and contemporaneous, understandings, agreements and communications, written or oral, with respect to the subject matter hereof.
1. You may download material displayed on the Site for non-commercial, personal use only, provided you do not remove or alter any trademark, copyright or other proprietary notices contained on the materials. You may not, however, distribute, modify, transmit, reuse, report, or use the contents of the Site for public or commercial purposes, including the text and images, without DFS's prior written permission.
3. DFS makes no warranties or representations as to the accuracy or completeness of information and materials contained on the Site and DFS assumes no liability or responsibility for any inaccuracies, errors or omissions in the content on the Site.
4. Your use and browsing of the Site is at your risk. Neither DFS nor any other party involved in creating, producing, maintaining or delivering the Site is liable for any direct, indirect, special, incidental, consequential or other damages of any nature or description arising out of your access to, or use of, the Site. Without limiting the foregoing, everything on the Site is provided to you “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. DFS also assumes no responsibility, and shall not be liable for any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing on the Site or your downloading of any materials, data, text or images from the Site.
5. Any communication or material you transmit to the Site by electronic mail or otherwise, including any data, questions, comments, suggestions, or the like is, and will be treated as, non-confidential and non-proprietary. Anything you transmit or post may be used by DFS or its affiliates for any purpose, including but not limited to reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, DFS is free to use, without limitation or restriction, any ideas, concepts, know-how or techniques contained in any communication you send to or through the Site for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and services using such information.
6. Images of people or products displayed on the Site are either the property of, or used with permission by, DFS. The use of these images by you, or anyone else authorized by you, is prohibited. Any unauthorized use of the images may violate applicable laws, including copyright laws, trademark laws, the laws of privacy and publicity.
7. DFS has not reviewed all of the sites linked to the Site and is not responsible for the contents of any off-site pages or any other sites linked to the Site or the products and services offered by or through such Sites or the privacy, data security or other business practices of those owning or maintaining such sites. Your linking to, and access and use of, any other off-Site pages or other sites is at your own risk.
8. You are prohibited from posting or transmitting to DFS or the Site any unauthorized or misappropriated information, materials or images or unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane information, materials or images or any information, material or image that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. It is DFS's policy to fully cooperate with any law enforcement authorities or court order requesting or directing DFS to disclose the identity of anyone posting or transmitting any such information, materials or images.
9. Except as noted otherwise in the text of the Site, the trademarks, logos, service marks and all copyrightable materials displayed on the Site constitute intellectual property owned by DFS or which DFS has the right to use on the Site (the “DFS Intellectual Property”). Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any DFS Intellectual Property displayed on the Site without the prior written permission of DFS. Unauthorized use of the DFS Intellectual Property displayed on the Site, or any other content on the Site, is strictly prohibited. Please be advised that DFS will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.