PrintSprout Retailer Terms of Service

PrintSprout Inc. ("PrintSprout") owns and operates the website located at www.printsprout.shop ("Website") and the PrintSprout Platform, including the web-based dashboard, API integrations, and print management tools made available through Shopify, WooCommerce, and other supported platforms (collectively, the "PrintSprout Platform"). These Retailer Terms of Service ("Terms") apply to all users who register or operate as a Retailer through the PrintSprout Platform.

By creating a PrintSprout account or accessing the Platform as a Retailer, you agree to be bound by these Terms. If you do not accept these Terms, you must not use the PrintSprout Platform or any related services.

These Terms may be updated or revised by PrintSprout at any time without prior notice. It is your responsibility to review these Terms periodically to stay informed of any changes. Continued use of the Platform following the posting of changes indicates your acceptance of the updated Terms.

New features, tools, or services added to the Platform will also be subject to these Terms, unless stated otherwise.

If you are agreeing to these Terms on behalf of a company or other legal entity, you represent and warrant that you have full authority to bind that entity to these Terms.

To use the PrintSprout Platform and its services, you may be required to submit certain information, including personal or business details. All information submitted will be handled in accordance with the PrintSprout Privacy Policy, which is incorporated by reference into these Terms.

Definitions and Interpretations

Definitions

For the purposes of this Agreement, in addition to the capitalized terms defined elsewhere, the following terms shall have the meanings set forth below:

“Agreement” means the Sign-Up Form and these Retailer Terms, including any updates made from time to time.

“Dropshipped” / “Dropshipping” means the fulfillment model in which Products are shipped directly from a Print Supplier to the End Customer on behalf of the Retailer.

“End Customer” means the final customer of a Retailer who receives Products that are fulfilled by PrintSprout’s Supplier partners.

“Listing Price” means the price listed by the Supplier for each Product, exclusive of taxes, shipping, and transaction fees. This is the price charged to Retailers for ordering the Product.

“MSRP” means the Manufacturer’s Suggested Retail Price — a reference sale price a Supplier may suggest to Retailers for resale to End Customers.

“Sign-Up Form” means the online registration or onboarding form completed by the Retailer, which may define service terms, billing details, and selected subscription features.

“Personal Data” means any information that relates to an identifiable individual (“data subject”) as defined by applicable Canadian and U.S. privacy laws. This includes names, contact details, IP addresses, and other identifiers that alone or in combination can identify a natural person.

“Privacy Laws” means applicable Canadian or U.S. privacy and data protection laws and regulations, including but not limited to the Personal Information Protection and Electronic Documents Act (PIPEDA), the California Consumer Privacy Act (CCPA), and other federal or provincial/state-level laws governing the collection, use, and protection of personal information.

“Products” means the commercial-grade print products offered by Suppliers through the PrintSprout Platform, including but not limited to signage, business cards, NCR forms, brochures, folders, and other materials.

“Retailer” means any person or business entity that registers on the PrintSprout Platform and subscribes to its services to resell print products to End Customers via eCommerce storefronts or direct sales.

“Retailer Order” means an order submitted by a Retailer through the PrintSprout Platform to fulfill Products via a Supplier.

“Services” means the PrintSprout Platform and all related software, integrations, fulfillment tools, automation features, and support services offered under the Agreement.

“Shipping Price” means the delivery fee listed by the Supplier on the PrintSprout Platform for shipping Products to End Customers.

“PrintSprout Platform” means the online dashboard, integrations, and fulfillment infrastructure provided by PrintSprout to Retailers and Suppliers, including plugins for Shopify, WooCommerce, and WordPress.

“Supplier” means a print trade supplier partnered with PrintSprout to make Products available for resale by Retailers. These Suppliers fulfill Retailer Orders and ship Products directly to End Customers without PrintSprout branding.

“Supplier Profile” means the Supplier’s listing on the PrintSprout Platform, where Retailers can view available Products, shipping times, print specs, production guidelines, and pricing details.

“Term” has the meaning provided in Section 11.1 of this Agreement or as defined on the Sign-Up Form.

“Total Fees” means the total charge to the Retailer for a submitted order, including the Listing Price of Products, Shipping Price, transaction fees, and any applicable taxes.

“User” means any employee, contractor, or authorized representative of the Retailer or Supplier who has been assigned login credentials to access the PrintSprout Platform.

Interpretation

Unless otherwise stated:

• Terms in the singular include the plural, and vice versa.
• The word “including” means “including, without limitation.”
• All currency amounts are in United States Dollars (USD) unless otherwise stated on the Sign-Up Form.
• Headings are for reference only and do not affect interpretation.
• In the event of a conflict between different sections of this Agreement, these Terms shall take precedence.

Marketplace and License Terms

1. PrintSprout Platform as a Marketplace

   The PrintSprout Platform is an online B2B print marketplace and fulfillment infrastructure that enables print suppliers (each, a "Supplier") to publish and offer their Products for resale by Retailers. Retailers may browse the available Products, add them to their own online stores (e.g., Shopify, WooCommerce), and sell directly to their End Customers using PrintSprout's integrated dropshipping and routing system.

   PrintSprout is not a supplier, distributor, or reseller of any Products listed on the Platform. PrintSprout does not purchase, own, sell, control, or fulfill any Products. When a Retailer places an order for a Product through the Platform, the Retailer enters into a direct contractual relationship with the Supplier for the fulfillment and shipment of that Product to the End Customer.

   Suppliers may publish additional terms or fulfillment conditions through their Supplier Profile or communicate directly with Retailers via the Platform. PrintSprout is not a party to any agreement between the Retailer and Supplier and does not act as an agent, representative, or intermediary for either party.

2. Provision of Service

   Subject to the terms of this Agreement, PrintSprout grants Retailers a non-exclusive, non-transferable, limited license to access and use the Platform and its associated Services during the applicable subscription Term, solely for the Retailer’s internal business purposes.

3. Use Guidelines

   Retailers agree not to: (i) License, resell, sublicense, rent, lease, transfer, or otherwise provide access to the Platform to any third party; (ii) Interfere with or disrupt the integrity, availability, or performance of the Platform or the data contained within it; (iii) Attempt to gain unauthorized access to any portion of the Platform or its systems; or (iv) Publish or disclose the results of performance benchmarks or evaluations of the Service without PrintSprout’s prior written consent.

4. Platform Restrictions

   Retailers shall not (and shall not permit any third party to): (a) Modify, decompile, reverse engineer, or create derivative works based on the Platform; (b) Circumvent usage limits, feature restrictions, or access controls built into the Platform; (c) Remove or obscure any proprietary notices, trademarks, or legal labels; (d) Frame, mirror, or replicate any part of the Platform’s interface or content; (e) Use the Platform to: (i) Build or develop a competing product or service, or (ii) Copy any functionality, features, or visuals of the Platform.

5. Service Changes

   PrintSprout reserves the right to update, modify, suspend, or discontinue any part of the Platform or Services at any time, with or without notice. While PrintSprout aims to provide advance notice where practical, there may be times when updates occur without prior communication, including during urgent system maintenance, feature releases, or platform optimization.

   The Platform may also be temporarily unavailable due to technical issues, third-party service disruptions, or routine upgrades. PrintSprout will make reasonable efforts to restore access promptly but bears no liability for interruptions or delays in service availability.

Retailer Responsibilities

1. Pricing

   Retailers are free to set their own retail prices for Products sold to End Customers via their connected storefronts or sales channels. However, if a Minimum Advertised Price (MAP) is set by the Supplier, the Retailer agrees to comply with that pricing policy where applicable. PrintSprout Suppliers will only charge the Retailer the Listing Price for the ordered Products, plus any applicable Shipping Fees, transaction processing fees, and sales or value-added taxes as required by law.

2. Product Information Provided by Suppliers

   Retailers may use the product titles, descriptions, specifications, and other content provided by the Supplier through the PrintSprout Platform when publishing or marketing Products. However, PrintSprout does not guarantee the accuracy, completeness, or legal compliance of Supplier-provided content. Retailers acknowledge that they are responsible for reviewing and modifying product information as needed to meet their own brand standards and legal obligations, including compliance with any applicable advertising or consumer protection laws.

3. Images and Media Content

   Product images, mockups, videos, or animations ("Images") uploaded or displayed via the PrintSprout Platform must accurately represent the actual product and its print quality. Retailers agree to: Use only high-quality, unaltered Images with no watermarks, text overlays, or misleading content; Follow any minimum requirements regarding image format, size, resolution, and count as communicated by PrintSprout; and Ensure any custom uploads added to their own store meet the quality standards of PrintSprout and its Supplier network. Suppliers grant PrintSprout and Retailers a non-exclusive, royalty-free license to use Supplier-provided Images for resale, promotional, and marketing purposes in connection with the Platform.

4. Retailer Profile and Account Activity

   Retailers must complete all required fields on their PrintSprout Profile to activate their account. This includes business name, contact information, shipping preferences, and integration settings. Retailers are solely responsible for: All activity under their PrintSprout account; The accuracy and legality of the information they provide; and Ensuring their use of the Platform complies with all applicable laws and regulations. PrintSprout is not liable for any unauthorized access or misuse of a Retailer account arising from the Retailer’s failure to maintain account security.

Service Terms

Provision of Service

Subject to the terms of this Agreement and payment of applicable subscription fees, PrintSprout will make the Services available to the Retailer during the active term of their subscription. PrintSprout will also provide basic support to assist with the Retailer's permitted use of the platform.

Retailer acknowledges that the Service may occasionally be unavailable due to:

1. Planned maintenance or updates, which may require temporary downtime; or
2. Unforeseeable events beyond PrintSprout’s reasonable control, including but not limited to natural disasters, acts of government, civil unrest, labor strikes, Internet outages, denial-of-service attacks, or failures in third-party hosting or telecommunications services.

Retailer Responsibilities

The Retailer is responsible for:

• All activities conducted under its account, including those by its Users
• Ensuring that all use of the Platform is lawful and complies with this Agreement and applicable regulations
• Maintaining the security and confidentiality of its account credentials

Retailers must not:

1. Use the PrintSprout Platform to support or facilitate illegal business activities
2. Upload, deploy, or distribute viruses, malware, or malicious code that could disrupt or damage systems
3. Use the Platform to send spam or other unauthorized marketing communications
4. Interfere with PrintSprout’s infrastructure, systems, or those of any third party
5. Violate any applicable data protection, privacy, or consumer protection laws

Retailers agree to comply with all applicable Privacy Laws when collecting or processing Personal Data using the Service. Retailers are responsible for informing their own End Customers about how their data is collected and processed, and for obtaining any necessary consents.

Service Limitations

The PrintSprout Platform is not intended to function as a backup or data storage service. PrintSprout is not responsible for any data loss due to server failures, connectivity issues, or other incidents outside of its reasonable control. Retailers are encouraged to retain copies of critical data stored or submitted through the platform.

Additional Services

From time to time, PrintSprout may offer additional features or third-party tools that are not included in the core Service. Access to such features may be subject to additional terms and pricing, and may require the Retailer’s express acceptance before activation.

Retail Orders

1. Contract Between Retailer and Supplier

   When a Retailer submits an order (“Retailer Order”) through the PrintSprout Platform for one or more Products listed by a Supplier, the Retailer and Supplier are entering into a direct contractual agreement. Under this agreement, the Supplier agrees to Dropship the Products to the designated End Customer at the Listing Price, along with any applicable Shipping Fees, transaction charges, and taxes.

   This order contract includes the minimum terms outlined in this Agreement, as well as any additional, lawful, and non-conflicting terms published in the Supplier Profile at the time the Retailer Order is placed.

   PrintSprout is not a party to this contract and assumes no responsibility or liability for its enforcement or performance.

2. Return Policy

   Each Supplier defines their own return and refund policy, which is published on their Supplier Profile within the Platform. PrintSprout will work with the Retailer in good faith to help enforce the Supplier’s return policy when needed. However, PrintSprout does not control Supplier behavior and is not liable if a Supplier fails to honor their stated return terms.

3. Marketing Materials Prohibited

   Suppliers are strictly prohibited from including any marketing, promotional materials, or inserts—such as coupons, flyers, or discount codes—in shipments fulfilled through the PrintSprout Platform. Suppliers must not attempt to redirect customers to their own websites or bypass the Retailer.

   Only the official PrintSprout-provided invoice, WooCommerce invoice or Shopify Invoice (automatically generated for each order) may be included in order shipments. Suppliers are contractually obligated to use this invoice format.

   PrintSprout is not liable for any breach of this obligation by a Supplier.

4. Processing and Delivery Times

   Suppliers are required to list their:

   • Processing Time – the number of business days needed to print, package, and provide tracking information for an order.
   • Delivery Time – the estimated shipping duration from dispatch to final delivery to the End Customer.

   If a Supplier fails to fulfill an order within their stated processing time, the Retailer may cancel the order through the PrintSprout Platform. In such cases, PrintSprout will facilitate the refund process between the Supplier and Retailer.

   PrintSprout makes no guarantees and holds no liability for Supplier delays or fulfillment issues.

5. Retailer Order Fees

   All Total Fees related to a Retailer Order—including Product price, shipping, taxes, and platform fees—are processed according to the terms outlined in the Fees & Payment section of this Agreement.

6. Disclaimer of Responsibility

   PrintSprout does not manufacture, process, or ship any Products. It serves only as a facilitator of communication, automation, and order routing between Retailers and Suppliers.

   While PrintSprout aims to support resolution of order-related issues, it explicitly disclaims all responsibility for:

   • Product delivery
   • Order accuracy or completeness
   • Damaged, defective, unsafe, or incorrect shipments
   • Late shipments, undelivered packages, or delivery to the wrong address
   • Any act, error, or failure on the part of the Supplier during fulfillment

   Retailers acknowledge that all fulfillment responsibility rests solely with the Supplier selected for each Retailer Order.

Fees and Payments

1. Retailer Order Payment Responsibility

   PrintSprout does not collect or handle payments between Retailers and Suppliers. When a Retailer submits an order through the PrintSprout Platform, the order and associated data (including product selection, shipping details, and pricing) are transmitted to the selected Supplier for fulfillment.

   All payments for Retailer Orders are handled directly between the Retailer and the Supplier, or via integrated payment systems external to PrintSprout. Retailers are solely responsible for ensuring that payment arrangements with Suppliers are completed successfully and that payment details are accurate and up to date.

   If payment fails, is delayed, or not properly completed, the Supplier may choose to cancel or delay the order, and PrintSprout bears no responsibility or liability for any resulting fulfillment issues.

2. Platform Subscription Fees

   In exchange for access to the PrintSprout Platform and services, Retailers shall pay the applicable monthly or annual subscription fees as outlined in the Sign-Up Form or onboarding documentation. PrintSprout reserves the right to modify its pricing structure with no less than 30 days' written notice to Retailers.

3. Invoicing and Payment

   Unless otherwise stated in writing:

   • Subscription and service fees are billed monthly and charged to the payment method on file.
   • Charges are due immediately on the invoice date, and PrintSprout may initiate automatic payment processing for any recurring fees.
   • Retailers are responsible for maintaining complete and accurate billing, contact, and payment information within their PrintSprout account.
4. Overdue Payments

   If payment is not received by the due date (and is not subject to a valid, good-faith dispute), PrintSprout reserves the right to charge late fees at the rate of 1.0% per month (or 12.67% per year), or the maximum rate permitted by law, whichever is lower. Late fees will accrue from the payment due date until the date of actual payment.

5. Taxes

   Unless otherwise indicated, all PrintSprout fees and charges are exclusive of applicable taxes. Retailers are responsible for paying all local, state, provincial, or federal taxes related to their use of the Service and any Retailer Orders—excluding taxes based on PrintSprout’s income.

   This includes but is not limited to sales tax, VAT, GST, HST, use tax, and any cross-border duties that may apply.

6. Audit Rights

   PrintSprout reserves the right to audit Retailer activity via the Platform to confirm accurate fee application, order tracking, and overall compliance with this Agreement. Retailer agrees to cooperate with any such audit.

7. Suspension of Service

   If a Retailer’s account is past due (and not under active dispute), PrintSprout may suspend access to the Platform and related services without notice or liability, until outstanding balances are paid in full. Continued non-payment may result in permanent account deactivation or referral to a collections service.

Confidentiality

1. Definition of Confidential Information

   For the purposes of this Agreement, “Confidential Information” means all non-public, confidential, or proprietary information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether in writing, verbally, electronically, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the context of disclosure.

   Confidential Information includes, but is not limited to:

   • Platform source code and features
   • Business plans and strategies
   • Product designs, specifications, or files
   • Customer, supplier, or pricing information
   • Technical or operational workflows
   • Financial or legal details related to the Service

   However, Confidential Information does not include information that:

   1. Becomes publicly known through no breach of this Agreement;
   2. Was lawfully known to the Receiving Party before disclosure;
   3. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or
   4. Is lawfully received from a third party not under a duty of confidentiality to the Disclosing Party.
2. Obligation of Confidentiality

   The Receiving Party agrees to:

   • Use the Disclosing Party’s Confidential Information only as needed to fulfill its obligations under this Agreement
   • Not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent
   • Restrict access to Confidential Information to only those employees, contractors, or advisors who need to know such information and are bound by similar confidentiality obligations
3. Standard of Care

   Each party agrees to protect the other party’s Confidential Information using the same level of care it uses to protect its own confidential information of a similar nature—but in no event less than reasonable care.

4. Compelled Disclosure

   If the Receiving Party is legally required (by subpoena, court order, or regulatory process) to disclose any Confidential Information, it shall:

   • Provide the Disclosing Party with prompt written notice (to the extent legally permitted)
   • Offer reasonable cooperation, at the Disclosing Party’s expense, if the Disclosing Party chooses to challenge or limit the disclosure
5. Remedies

   The Parties agree that unauthorized use or disclosure of Confidential Information may cause irreparable harm that cannot be adequately remedied by monetary damages alone. Therefore, the Disclosing Party has the right to seek injunctive or equitable relief (in addition to other available legal remedies) to prevent or stop any unauthorized use or disclosure.

Warranties and Disclaimers

1. General Warranties

   Each party represents and warrants that it has the full legal authority and capacity to enter into and comply with the terms of this Agreement.

2. Service Warranty by PrintSprout

   PrintSprout represents and warrants that, during the active Term of the subscription:

   • The Platform and Services will be provided in a manner consistent with commercially reasonable industry standards for B2B software and print fulfillment facilitation.
   • PrintSprout does not guarantee that the Service will be uninterrupted or error-free. In the event of a verified service interruption that prevents access to the Platform for an extended period, and upon written request by the Retailer, PrintSprout may issue a pro-rated credit for each full day of outage. Such credit may be applied toward future subscription billing, at PrintSprout’s discretion.
3. Disclaimer of Warranties

   Except as expressly stated above, the Services and Platform are provided on an “as is” and “as available” basis.

   To the fullest extent permitted by applicable law, PrintSprout (including its officers, affiliates, suppliers, and licensors) disclaims all other warranties, whether express, implied, statutory, or otherwise, including but not limited to:

   • Implied warranties of merchantability, merchantable quality, fitness for a particular purpose, durability, accuracy, and non-infringement
   • Any warranty that the Service will meet all of Retailer’s specific requirements, or that any errors or interruptions will be fully resolved or corrected.

   Retailers use the Platform at their own risk, and PrintSprout does not warrant the results obtained from use of the Service or any integration with third-party systems (e.g., Shopify, WooCommerce, Stripe, or trade print APIs).

4. Security Disclaimer

   While PrintSprout employs reasonable safeguards to protect information transmitted through the Platform, no method of internet transmission or electronic storage is 100% secure.

   PrintSprout makes no guarantees and disclaims all warranties regarding the security of data transmission, the prevention of unauthorized access, or the interception of information by third parties during use of the Platform.

   Retailers are responsible for maintaining strong passwords and protecting their login credentials, and should implement appropriate security practices within their own systems.

Limitation of Liability

1. Maximum Liability Cap

   To the fullest extent permitted by applicable law, in no event shall PrintSprout’s total aggregate liability—arising from or relating to this Agreement, the use of the Platform, or any related services, whether in contract, tort (including negligence), or under any other legal theory—exceed the lesser of actual proven damages or ten thousand U.S. dollars (USD $10,000).

2. Exclusion of Indirect or Consequential Damages

   Neither party shall be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to:

   • Loss of revenue or profits
   • Loss of business or goodwill
   • Business interruption
   • Loss or corruption of data
   • Lost opportunities or savings

   This exclusion applies regardless of the legal theory under which such damages are claimed, and even if the party was advised of the possibility of such damages.

3. Exceptions to Limitation

   The limitations and exclusions above do not apply to the following:

   1. Breach of confidentiality obligations under this Agreement
   2. Infringement or misappropriation of intellectual property rights

   In such cases, the liable party may be responsible for damages beyond the standard limitations, to the extent permitted by law.

Terms and Termination

Term of Agreement. This Agreement shall commence on the Effective Date and continue for the initial subscription term specified in the Retailer's Sign-Up Form. Upon expiration of the initial term, the Agreement will automatically renew on a month-to-month basis unless either party provides at least two (2) weeks’ written notice of its intent to terminate. The initial term together with any renewal period is referred to as the “Term”.

Obligations on Termination or Expiration. Upon termination or expiration of this Agreement, the Retailer shall remain responsible for any outstanding payment obligations incurred during the Term under Section 4.1. Each party shall, at the request of the disclosing party, either return or securely destroy all Confidential Information belonging to the other party.

Surviving Provisions. The following provisions shall survive termination or expiration of this Agreement: Sections 1, 5 through 8, 9.2, 9.3, and 10.

General Provisions

Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, fiduciary, or employment relationship between the parties.

Third-Party Beneficiaries

Every right, exemption from liability, release, defense, immunity, and waiver afforded to PrintSprout under this Agreement shall also extend to benefit PrintSprout’s affiliates, and its and their respective officers, directors, and employees. For these purposes, PrintSprout is deemed to act as agent or trustee on behalf of and for the benefit of such entities and individuals.

Notices

All notices required under this Agreement must be in writing and will be considered delivered upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after confirmed facsimile transmission; or (iv) the second business day after sending by email. Notices shall be directed to the party’s contact specified in the Sign-Up Form or otherwise designated in writing.

Waiver and Cumulative Remedies

A failure or delay by either party in enforcing any right under this Agreement shall not constitute a waiver of that right. Unless explicitly stated otherwise, the remedies provided in this Agreement are cumulative and do not exclude other remedies available at law or in equity.

Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable, that provision will be modified to the extent necessary to accomplish its intent, and all remaining provisions shall remain in full force and effect.

Force Majeure

Except for payment obligations, neither party shall be held liable for failure or delay in performance due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, wars, terrorism, labor disruptions (excluding internal strikes), government actions, or internet or communication failures. If such force majeure event prevents performance for more than thirty (30) consecutive days, the other party may terminate this Agreement without further liability, provided any amounts due prior to such event remain payable.

Assignment

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all of its assets, in which case assignment shall not require consent. Any attempted assignment in violation of this section shall be null and void. Subject to the foregoing, this Agreement shall bind and benefit the parties and their respective successors and permitted assigns.

Governing Law

This Agreement is governed exclusively by the laws of the Province of Nova Scotia, Canada, without reference to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties agree that this Agreement and all related documents shall be written and interpreted in English only.

Venue; Waiver of Jury Trial

The provincial and federal courts located in Halifax, Nova Scotia, Canada shall have exclusive jurisdiction over any dispute arising under or in connection with this Agreement. Each party irrevocably submits to the jurisdiction of such courts and waives any right to trial by jury in any proceeding arising out of or relating to this Agreement.

Further Assurances

Each party agrees to execute and deliver all documents and take all actions reasonably necessary to implement and give full effect to this Agreement.

Complete Understanding

This Agreement, including the Sign-Up Form and any referenced documents or schedules, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous communications, proposals, or agreements, whether written or oral.

Proprietary Rights

Reservation of Rights

Subject to the limited rights expressly granted in this Agreement, PrintSprout retains all rights, title, and interest in and to the PrintSprout Platform and Services, including all associated intellectual property rights. No rights are granted to the Retailer under this Agreement other than those expressly outlined herein.

Retailer Data

As between the Retailer and PrintSprout, the Retailer retains ownership of all content, information, and materials submitted, stored, or processed through the PrintSprout Platform (“Retailer Data”). By using the Services, the Retailer grants PrintSprout a non-exclusive, royalty-free, worldwide license for the duration of the Term to:

1. access, host, store, transmit, and process Retailer Data as necessary to operate and provide the Service;
2. generate non-identifiable usage trends and analytics, referred to as “Pattern Data” (defined below).

This combined license is referred to as the “Content License.”

Retailer understands that PrintSprout may, in the course of delivering the Service:

1. transmit or distribute Retailer Data across various public or private networks and formats; and
2. make technical adjustments to Retailer Data as necessary to ensure compatibility across devices, networks, and platforms.

The Retailer confirms that it has all necessary rights, permissions, and authority to grant the Content License and that PrintSprout’s use of the Retailer Data in accordance with this Agreement will not violate the rights of any third party.

Content Responsibilities

The Retailer is solely responsible for all content it submits through the Platform and for ensuring that all Retailer Data complies with applicable laws and this Agreement. Specifically, the Retailer agrees to:

1. maintain the accuracy, quality, legality, and appropriateness of all Retailer Data;
2. use reasonable efforts to prevent unauthorized access to or use of the Platform and notify PrintSprout promptly of any known unauthorized activity; and
3. comply with all applicable laws and regulations in connection with its use of the Service and handling of Personal Data.

Pattern Data

“Pattern Data” refers to aggregated, non-personally identifiable data generated through the use of the Platform. This may include but is not limited to conversion rates, usage trends, location-based statistics, and demographic insights. Pattern Data does not identify any specific Retailer, customer, or business contract. As between the parties, all rights to Pattern Data are owned by PrintSprout, and PrintSprout may use such data for any purpose, including improving the Platform and Services.

Suggestions

If the Retailer provides any suggestions, feedback, enhancement requests, or recommendations regarding the Service, PrintSprout shall have a perpetual, irrevocable, royalty-free, transferable, and sublicensable license to use or incorporate that feedback into its products, services, or business operations without obligation or compensation to the Retailer.

Copyright and Trademark Information

Except for Retailer Data, all content, software, tools, branding, and materials made available through the PrintSprout Platform are the intellectual property of PrintSprout and its licensors. These materials are protected under applicable copyright, trademark, and other intellectual property laws. All product names, logos, and branding associated with PrintSprout are trademarks or registered trademarks of PrintSprout.

Nothing in this Agreement or on the Platform shall be construed as granting any license or right to use PrintSprout's intellectual property, by implication or otherwise, except:

1. as expressly permitted in this Agreement; or
2. with prior written authorization from PrintSprout.

The Retailer agrees not to bypass, override, or attempt to circumvent any access restrictions, usage rules, or limitations set forth by PrintSprout.