Register & Connect Your 4over Account

This Web-to-Print Website Software Subscription Agreement (the “Subscription Agreement”) is made by and between 4 Over International, LLC (“4over”) and the person or entity listed below (hereinafter “You” or “Customer”).

4over, or its applicable affiliate or subsidiary, agrees to provide Customer with access to and a right to use 4over’s Printer Bridge™ hosted website software solution and related services to enable Customer to establish a self-branded e-commerce website(s) with the services listed below (hereinafter the “Services”) pursuant to the Software Subscription Terms and Conditions attached hereto as Exhibit “A,” which are expressly made a part of this Subscription Agreement as fully set forth herein.

THIS AGREEMENT TAKES EFFECT AT THE EARLIEST OF WHEN YOU CLICK THE "I ACCEPT" BUTTON BELOW, OR ACCESS OR USE THE SERVICES (the "Effective Date"). BY CLICKING ON THE["I ACCEPT" BUTTON BELOW OR ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND IF ENTERING INTO THIS AGREEMENT FOR AN ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (C) ACCEPT THIS AGREEMENT ON YOUR BEHALF OR ON BEHALF OF THE ENTITY YOU REPRESENT IF YOU ARE ENTERING INTO THIS AGREEMENT FOR AN ENTITY AND AGREE THAT YOU OR SUCH ENTITY, AS APPLICABLE, ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE "I DECLINE" BUTTON BELOW. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

Professional services are based on a standard 8-hour day and are provided during 4over’s normal business hours (9:00 a.m. to 5:00 p.m. Pacific Time), Monday through Friday. Services provided after normal business hours or on weekends (if available) will be surcharged and invoiced at 150% of the then-current standard service fee.

For good, a valuable consideration 4over and the undersigned Customer have executed this Web-to-Print Website Software Subscription Agreement by and through their duly authorized representatives effective as of the date last written below.

EXHIBIT “A”
SOFTWARE SUBSCRIPTION AGREEMENT
TERMS AND CONDITIONS

1. Grant of Right of Use. Subject to and except as otherwise set forth in these Terms and Conditions (the “T&C”), 4over (as defined on the Subscription Agreement) grants to Customer (as defined on the Subscription Agreement), during the Term (as defined below), a non-transferable and non-exclusive right to access and use the proprietary Printer Bridge™ hosted website software solution and related services (hereinafter the “Printer Bridge Website Solution”) as listed on the Subscription Agreement to establish one or more a self-branded websites (the “Customer Website(s)”). The rights granted by the Subscription Agreement are for the access and use of the Printer Bridge™ Website Solution by Customer and its employees or authorized independent contractors only, and only in connection with the conduct by Customer of its business. Customer acknowledges and agrees that the Subscription Agreement does not include the right to modify or otherwise alter or enhance the underlying software, and/or to license, sublicense, or otherwise grant a right to access and use the Printer Bridge Software solution, or any part thereof, to a third party without 4over’s express written consent. Customer expressly acknowledges that it does not and shall not obtain any ownership rights, whether express or implied or any other rights other than those expressly granted by the Subscription Agreement.

2. Effective Date: The “Effective Date” of the Subscription Agreement is the latest date set forth next to Customer or 4over’s signature, as applicable, on the Subscription Agreement signature page.

3. Term of Agreement. The Subscription Agreement will have an initial term of one (1) year unless terminated earlier pursuant to Section 16 below. Thereafter, unless Customer and 4over execute a new agreement, the Subscription Agreement will continue on a month-to-month basis (i.e., subject to cancellation for any reason or no reason on one month’s notice). The initial term and any month-to-month or other extension thereof are referred to as the “Term.”

4. Trade Account. Maintaining a 4over trade account in good standing throughout the Term is a condition precedent for Access to and continued use of the Printer Bridge™ Website Solution. Failure to maintain a trade account in good standing shall constitute a material breach of the Subscription Agreement. Customer acknowledges and agrees that all products and services ordered by Customer through the Printer Bridge™ Website Solution are subject to the terms and conditions governing the establishment and maintenance of a 4over trade account as set forth at https://4over.com/#legal/terms-and-conditions. In the event of a direct conflict between the 4over trade account terms and conditions and these T&C, then these T&C shall control.

5. Privacy Policy. Provider complies with its privacy policy, available at https://4over.com/privacy-policy-cookie-restriction-mode ("Privacy Policy"), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, Customer acknowledges that Customer has reviewed and accepted 4over’s Privacy Policy, and Customer consents to all actions taken by 4over with respect to Customer information in compliance with the then-current version of 4over’s Privacy Policy.

6. Printer Bridge Access / Set-Up Assistance.

6.1. Access to Printer Bridge. As used herein the term “Access” means the connection to and use of the Printer Bridge™ Website Solution via an Internet web browser subject to the terms of the Subscription Agreement. Upon execution of the Subscription Agreement, 4over will provide Customer with an API Key and related API instructions providing Customer Access to the Printer Bridge™ Website Solution and creation of the Customer Website(s).

6.2. Set-Up Assistance and Training. 4over will provide Customer with reasonable assistance in accessing and establishing Customer’s Printer Bridge™ Website Solution; however, Customer acknowledges that it is Customer’s responsibility to evaluate the sufficiency of Customer’s information technology systems and the manner in which the Printer Bridge™ Website Solution will integrate with such systems. Customer understands and agrees that 4over is not responsible for and does not accept any responsibility whatsoever to modify the Printer Bridge™ Website Solution to ensure that it can successfully integrate and operate on Customer’s information technology system, or in conjunction with any other computer software. Subject to availability, Customer may request more comprehensive assistance from 4over, which may incur additional fees and costs to be assessed at 4over’s then prevailing information technology assistance rates. All supplemental assistance fees shall be due and payable upon 4over providing such assistance to Customer.

7. API KEY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PRINTER BRIDGE™ WEBSITE SOLUTION MAY CONTAIN AN API SUSPENSION KEY THAT INCLUDES THE ABILITY TO RENDER THE PRINTER BRIDGE™ WEBSITE SOLUTION OR A PORTION THEREOF INOPERABLE (E.G., TO ADDRESS SUSPICIOUS ACTIVITY, OR NON-COMPLIANCE WITH THE SUBSCRIPTION AGREEMENT). CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THIS API SUSPENSION KEY IS NOT A VIRUS. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT IN THE EVENT THAT THE API SUSPENSION KEY IS EXECUTED DUE TO NO FAULT OF 4OVER, CUSTOMER SHALL BE OBLIGATED TO PAY 4OVER’S THEN-CURRENT FEE TO REACTIVATE THE PRINTER BRIDGE™ WEBSITE SOLUTION, PLUS ANY APPLICABLE SUBSCRIPTION FEES. As used herein, “API Suspension Key” means programming code, intentionally inserted into the Printer Bridge™ Website Solution, which, if executed, renders the Printer Bridge™ Website Solution or portions thereof inoperable.

8. Data Entry and Collection. 4over does not assume any responsibility for the entry of any Customer data into the Printer Bridge™ Website Solution other than providing a means to enter such data. Customer is solely responsible for ensuring that any data it enters into the Printer Bridge™ Website Solution is accurate and reflects Customer’s requirements. Customer agrees to and shall indemnify and hold harmless 4over from and against any liability, damages, or costs arising from any data or content entered by Customer into the Printer Bridge™ Website Solution. With exception of data entered into Customer’s merchant account (e.g. credit card data), all data generated by and through any Customer and/or end user’s use of a Customer Website(s) shall reside on 4over or its service provider’s servers, and 4over shall have the right to use such information for the purposes of fulfilling its obligation to deliver the Services. 4over may use aggregated, non-personally identifiable data for any reason. 4over does not and will not use personally identifiable Customer data (e.g., names, email addresses, etc.) for its own marketing purposes.

9. Independent Payment Gateway / PCI Compliance / Security.

9.1. Payment Gateway. 4over does not provide a payment gateway (merchant account) as part of the Printer Bridge™ Website Solution. 4over can provide suggestions for an appropriate payment gateway but it is Customer’s sole responsibility to select an appropriate payment gateway service provider and Customer assumes full responsibility for procuring and maintaining any merchant account attached to a Customer Website(s).

9.2. PCI Compliance. Neither 4over nor its service providers will store any credit card numbers that are associated with any transactions processed on a Customer Website(s). To the extent Customer elects to utilize a merchant account and accept credit card transactions from end-users of its Customer Website(s), Customer is solely responsible for ensuring that at all times during the Term the Customer Website complies with the Payment Card Industry Data Security Standard (“PCI DSS”) level applicable to Customer and its Customer Website. At such times, as 4over may reasonably request, Customer, shall fully cooperate with 4over in the performance of a vulnerability test scan. 4over reserves the right to request proof of Customer’s compliance with the PCI DSS level relevant to Customer.

9.3. Security.

(a) Customer Website Access. Customer shall: (i) ensure that only authorized individuals shall have access to any passwords or API Keys (of any kind or nature) available to or used by Customer, or its employees or agents, in connection with the Printer Bridge™ Website Solution; (ii) not disclose any passwords or API Key to any unauthorized individual; and (iii) be solely responsible for granting appropriate access to Customer’s Printer Bridge™ Website Solution and for the conduct of any individual to whom it provides such access. Customer acknowledges and agrees that it is solely responsible for strictly maintaining the confidentiality and integrity of any passwords, authority levels, etc. that are connected to its Printer Bridge™ Website Solution. Customer shall indemnify and hold harmless 4over from and against any liability, damages, or costs arising from Customer’s failure to comply with this Section 8.3(a). Customer shall notify 4over immediately if it determines that the security or integrity of a password, API key, or authority level has been compromised. 4over reserves the right in its sole and absolute discretion to activate the API Suspension Key to investigate suspicious activity on Customer’s Printer Bridge Website Solution.

(b) Customer Website Security (SSL). Customer has the option of incorporating dedicated SSL technology (or equivalent) on the Customer Website(s), providing improved page loading response times. If Customer declines to incorporate dedicated SSL technology, while still being compliant with the relevant PCI DSS level, Customer acknowledges that end-users utilizing the Customer Website(s) may, depending on the browser configuration, receive browser-based security warnings.

(c) Printer Bridge Security. 4over shall make commercially reasonable efforts to ensure the security, confidentiality, and integrity of Customer’s content transmitted through or stored on the Printer Bridge Website Solution. Customer acknowledges that Customer’s end-user credit card data (if applicable) is not and should not be transmitted to 4over and 4over assumes no responsibility for such data. Notwithstanding Section 8.3(b) order placement with 4over and the “back office” administrative function of the Customer Website will be protected by 4over’s SSL technology. 4over does not, however, guarantee that the Printer Bridge Website Solution will not be infiltrated or that the security thereof will not be breached; Customer agrees 4over shall not have any liability for any such breach, so long as it has used commercially reasonable efforts to prevent such an occurrence. Customer acknowledges and agrees that Customer is solely responsible for taking the necessary and sufficient measures to: (i) prevent any loss or damage to Customer’s data maintained on its on its own servers and/or storage devices; (ii) maintain archival copies and backup copies of the data it maintains on its own servers and/or storage devices; and (iii) ensuring the confidentiality, security, and integrity of Customer’s data.

9.4. Hypertext Links. Customer represents and warrants to 4over that it has the power, right and authority to create and maintain, or to allow 4over to create and maintain, all Links (as defined below) to Customer’s Website(s) and any other websites on the Internet mutually agreed upon by Customer and 4over. As used in this Subscription Agreement, “Link” shall mean a hypertext reference that, when activated, moves users from one website to another on the Internet.

10. Customer Support / Maintenance Schedule, Etc.

10.1. Customer Support. 4over will provide customer support for Customer’s use of the Printer Bridge™ Website Solution as follows: electronic support (email) via “support@printerbridge.com” to assist Customer in resolving any problems with website functionality during 4over normal business hours.

10.2. Maintenance Services. During the Term, 4over shall provide or make available the following maintenance services:

(a) At no additional cost:

(i) code corrections to correct malfunctions, errors, etc. so that the Printer Bridge™ Website Solution operates in substantial conformity with the warranties set forth herein;

(ii) Periodic updates that may incorporate code corrections for material defects and fixes for bugs, etc.; and

(iii) Enhancements and/or revisions to the Printer Bridge™ Website Solution that are being made available without additional charge to all users of the Printer Bridge™ Website Solution.

(b) At an additional cost to be established and documented at the time of availability: Enhancements and/or revisions to the Printer Bridge™ Website Solution that are not otherwise being made available without additional charge to users of the Printer Bridge™ Website Solution.

10.3. Scheduled Maintenance Windows. 4over may perform routine scheduled maintenance (i.e., the Printer Bridge™ Website Solution may not be available during these periods): (a) daily, between the hours of 1:00 a.m. and 3:00 a.m. (Eastern Time); and (b) on the first Sunday of each month from 12:01 a.m. to 6:00 a.m. (Eastern Time). 4over will use commercially reasonable efforts to limit maintenance of the Printer Bridge™ Website Solution to the foregoing time periods. For maintenance required outside of these periods, 4over shall, unless an exigent situation requires or dictates otherwise or Customer requests immediate maintenance (if appropriate and available to resolve the issue), provide Customer with at least forty-eight (48) hours advance notice.

10.4. Unexpected Outages. Customer acknowledges and agrees that business transactions and communications conducted on the Internet are subject to unexpected outages due to a variety of reasons, including equipment and or service failures that are not within 4over’s control. Customer acknowledges and agrees that 4over is not responsible for and Customer bears any risk of loss of business that results, directly or indirectly, from service outages that are not within 4over’s control, whether reasonably foreseeable or not. 4over, nonetheless, agrees to diligently pursue restoring the Service in the event of any such service outage.

10.5. Credit for Unscheduled Downtime. Excluding downtime during (i) scheduled maintenance periods as set forth in Section 9.3, and (ii) unexpected outages as set forth in Section 9.4, if Customer’s Access to the Printer Bridge™ Website Solution is unavailable for more than three (3) consecutive unscheduled hours within any 24-hour period, upon Customer’s written request, Customer will receive a credit for one day of Subscription Fees (pro-rated based on Customer’s monthly invoice for the affected month). THE FOREGOING CONSTITUTES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND 4OVER’S ENTIRE LIABILITY FOR PRINTER BRIDGE™ WEBSITE SOLUTION DOWNTIME. DOWNTIME THAT IS A RESULT OF SCHEDULED MAINTENANCE AND/OR UNEXPECTED OUTAGES IS NOT ELIGIBLE TO RECEIVE ANY CREDIT.

11. Subscription Fees, Order Payment.

11.1. Subscription Fees. Customer agrees to pay the amounts set forth on the Subscription Agreement (the “Subscription Fee”). If the monthly option is chosen, the Subscription Fee shall be payable in monthly installments, in advance, commencing on the Effective Date. If the Annual option is chosen, the Subscription fee will be payable in advance upon the Effective Date of the Subscription Agreement. The Subscription Fee is fixed for the Services initially selected and shall be fixed for a period of twelve months (14 months if the annual option is chosen); thereafter, the Subscription Fee may be increased to 4over’s then prevailing Subscription Fees in effect. Customer consents to 4over charging a credit card on file with 4over for the monthly Subscription Fee at the beginning of each month and once a year for the annual Subscription Fee upon the anniversary of the Effective Date. Customer shall make all payments hereunder on or before the due date.

11.2. Additional Websites / Enhancements. Customer may add additional Customer Websites and other enhancements, as may be offered by 4over from time to time, at any time during the Term, and agrees to pay the then-current Subscription Fees for such additional websites and or enhancements (if applicable). Customer’s access to and use of such additional Customer Website(s) and/or enhancements is granted subject to all the provisions of these T&C as they may be amended.

11.3. Payment for Orders Placed via a Customer Website. Unless otherwise agreed in a separate written agreement signed by 4over, all print and service orders placed with 4over through a Customer Website shall be paid for by credit card at the time the order is placed.

11.4. Other. 4over reserves the right to charge Customer interest of one and one-half percent per month or the highest legal rate, whichever is lower, on any payments which remain outstanding beyond thirty (30) days after the date any payment hereunder becomes due. If Customer fails to make any payment when due, 4over shall have the right after any applicable cure period, in addition to its other rights and remedies, to terminate this Subscription Agreement, cease further performance hereunder, and, as applicable, to (i) immediately, and without notice, execute the API Suspension Key, or (ii) retake possession of the Printer Bridge™ Website Solution

12. Warranty and Disclaimer.

12.1. 4over Warranty. 4over represents and warrants to Customer that:

(a) 4over is a limited liability company duly registered, validly existing, and in good standing, and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement;

(b) 4over has the right to grant the Access and right to use the Printer Bridge™ Website Solution granted herein;

(c) No law, regulation, or decree has been or would be violated or contravened by the execution and performance of this Agreement by 4over.

(d) 4over shall comply with all PCI Security Standards established by the PCI Security Standards Council, and all amendments, changes, and revisions made thereto from time to time (“Payment Network Requirements”) applicable to its performance of its obligations under this Agreement, and shall otherwise be and remain in compliance with all relevant legal requirements.

(e) the Printer Bridge™ Website Solution, as delivered by 4over to Customer pursuant to the terms of this Subscription Agreement, as it may be updated from time to time, will perform materially in accordance with the specifications for the Service selected by Customer; provided, however, that the foregoing warranty shall not apply to defects attributable to:

(i) defects caused by any equipment or software not provided to Customer by 4over;

(ii) any modification or addition to the Printer Bridge™ Website Solution by Customer, its employees, or any third party acting on behalf of Customer to the extent that such modification is undertaken without 4over’s express, prior written approval; or

(iii) accidents, neglect, misuse, or abuse caused by Customer, its employees, or any third party acting through or on behalf of Customer.

12.2. Customer Warranty. Customer represents and warrants to 4over that:

(a) Customer is a corporation, limited liability company, or partnership, duly registered, validly existing, and in good standing, and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement.

(b) Customer has not entered into and will not enter into during the Term of the Subscription Agreement any contract or agreement with any third party that will in any manner prevent it from accessing or using or otherwise affecting the right to use the Printer Bridge Software Solution under the terms of these T&C.

(c) No law, regulation, or decree has been or would be violated or contravened by the execution and performance of this Agreement by Customer.

(d) Customer shall comply with all Payment Network Requirements relevant to the performance of its obligations under this Subscription Agreement, and shall otherwise be and remain in compliance with all relevant legal requirements.

(e) Customer agrees to promptly notify 4over in the event that the Printer Bridge™ Website Solution fails to perform materially in accordance with its specifications and to cooperate fully and promptly with 4over’s attempts to identify the cause of the failure.

(f) If Customer discovers any defect in the Printer Bridge™ Website Solution that constitutes a breach of the warranty set forth in this Section 11.2, then 4over’s liability under this Subscription Agreement is and shall be limited to providing Customer, at no additional cost, with programming services necessary and sufficient to correct such defect as promptly as is reasonable under the circumstances.

13. WARRANTY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTY AND REMEDIES EXPRESSLY SET FORTH IN THIS SUBSCRIPTION AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, AND 4OVER, AND WHERE APPLICABLE, ITS SUPPLIERS, SPECIFICALLY DISCLAIM ANY SUCH WARRANTIES AND REMEDIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE OR ANY WARRANTIES RELATING TO SECURITY. THERE IS NO WARRANTY OR REPRESENTATION THAT THE OPERATION OF THE PRINTER BRIDGE™ WEBSITE SOLUTION WILL BE UNINTERRUPTED, FAULT-TOLERANT, SECURE, OR ERROR-FREE, OR THAT THE SOFTWARE WILL BE FREE FROM INFRINGEMENT OR VIOLATION OF ANY PATENT, COPYRIGHT, TRADE SECRET, OR ANY OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY.

14. LIMITATION OF LIABILITIES. OTHER THAN FOR WILLFUL AND KNOWING MISCONDUCT 4OVER WILL NOT BE LIABLE FOR DAMAGES ARISING FROM ANY BREACH, UNAUTHORIZED ACCESS TO, OR MISUSE OF, OR INTRUSION INTO, CUSTOMER’S DATA RESIDING ON 4OVER OR ITS SERVICE PROVIDERS’ SERVER(S) OR ANY NETWORK USED BY CUSTOMER. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL 4OVER OR ITS SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SERVICES OR CUSTOMER’S USE OF OR INABILITY TO USE THE PRINTER BRIDGE™ WEBSITE SOLUTION OR ANY PORTION THEREOF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN PARTICULAR, 4OVER IS NOT RESPONSIBLE FOR ANY COSTS, INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, LOSS OF USE OF THE PRINTER BRIDGE™ WEBSITE SOLUTION, LOSS OF DATA, THE COST OF RECOVERING ANY DATA, THE COST OF SUBSTITUTE SOFTWARE, OR CLAIMS BY THIRD PARTIES. IN NO CASE SHALL 4OVER’S LIABILITY UNDER THIS SUBSCRIPTION AGREEMENT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO 4OVER FOR THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

15. Proprietary Rights & Confidential Information.

15.1. No Conveyance of Proprietary Rights. Customer acknowledges that the Printer Bridge™ Website Solution represents and will continue to represent the valuable, confidential, and proprietary property of 4over and, where applicable, its service providers. Specifically, Customer acknowledges that aspects of the Printer Bridge™ Website Solution and associated documentation, including the specific design and structure of individual programs, may be protected by 4over and/or its service providers’ patent, copyright, trademark, service mark, trade secret, trade name or other intellectual property rights (collectively, the “Intellectual Property Rights”). Customer shall not disclose, provide or otherwise make available such Intellectual Property Rights in any form to any third party without the prior written consent of 4over, which consent may be withheld in 4over’s sole and absolute discretion. 4over is not by this Subscription Agreement conveying to Customer any Intellectual Property Rights in the Printer Bridge™ Website Solution, except that Customer will have the limited rights expressly set forth in this Subscription Agreement.

15.2. Protection of Proprietary Rights and Confidential Information. During the Term, 4over may disclose Confidential Information to Customer pursuant to this Subscription Agreement. “Confidential Information” means any information provided to Customer by 4over pursuant to this Subscription Agreement that Customer has been informed or has a reasonable basis to believe is confidential to 4over, including, but not limited to, ideas, programs, data, software, systems configurations, reports, projections, initiatives, customer data or other business and technical information. Such Confidential Information may be designated in writing to be confidential or proprietary, or if disclosed orally, may be summarized and confirmed in writing within thirty (30) days from disclosure, as being confidential or proprietary, except, however, all technical information related to the Printer Bridge™ Website Solution, and all other information that would be understood to be Confidential Information by a reasonable person, shall be deemed to be and is Confidential without any need for marking or summarizing as confidential or proprietary. Customer will use its best efforts to protect the Intellectual Property Rights and Confidential Information and will not sell, license, sublicense, grant a right to use, transfer or otherwise disclose or dispose of the Printer Bridge™ Website Solution, the Intellectual Property Rights, and/or Confidential Information, or any portion thereof, and will take such precautions with respect to the Printer Bridge™ Website Solution and the Intellectual Property Rights and Confidential Information as are taken by Customer to protect its own confidential information and proprietary rights of the greatest sensitivity and in no event less than reasonable precautions. Customer agrees to advise its employees and authorized independent contractors of the terms of this Section 14.2 and the restrictions imposed herein, and acknowledges that any breach hereof by such person shall be deemed a breach by Customer. Customer will not directly or indirectly make any disclosure of all or any part of the Confidential Information to any third party. Customer agrees that it will not make error corrections or otherwise modify the Printer Bridge™ Website Solution, create derivative works based on the Printer Bridge™ Website Solution, or permit third parties to do the same, or decompile, decrypt, reverse engineer (including reverse engineering access to the database), disassemble or otherwise reduce the Printer Bridge™ Website Solution to human-readable form to gain access to the Intellectual Property Rights in the Printer Bridge™ Website Solution or Confidential Information.

15.3. Injunctive Relief. Customer acknowledges that the violation of its confidentiality or non-disclosure obligations under this Subscription Agreement may cause irreparable damage to 4over that cannot be fully remedied by money damages. Accordingly, in the event of any such violation or threatened violation, 4over will be entitled, in addition to pursuing any other remedy available to it under this Subscription Agreement or at law, to (i) terminate this Subscription Agreement and either retake possession of the Printer Bridge™ Website Solution or execute the API Suspension Key, as applicable, and (ii) obtain injunctive or other equitable relief from any court of competent jurisdiction as may be necessary or appropriate to prevent any further violations thereof.

15.4. Scope of Confidentiality Provisions. The provisions of this Section 14 apply to the Printer Bridge™ Website Solution as delivered to Customer by 4over or as modified or otherwise enhanced by either party and to any confidential and proprietary material and information regarding the Printer Bridge™ Website Solution that is given to Customer prior to, on or after the effective date of the Subscription Agreement. Customer agrees to notify 4over immediately upon Customers becoming aware of or reasonably suspecting the possession, use, or knowledge of all or part of the Printer Bridge™ Website Solution by any person or entity not authorized to have such possession, use, or knowledge. Customer will promptly furnish 4over with details of such possession, use, or knowledge that will assist in preventing a recurrence thereof, and will cooperate with 4over in protecting 4over’s rights in the Printer Bridge™ Website Solution. Customer’s compliance with the terms of this Section 14 will not be construed in any way as a waiver of 4over’s right to recover damages or obtain other relief against Customer for Customer’s breach of its confidentiality or non-disclosure obligations under the Subscription Agreement or the negligent or intentional harm to 4over’s Proprietary Rights.

16. No Assignment. Customer may not assign or otherwise transfer, voluntarily, by operation of law or otherwise, any of its rights under this Subscription Agreement, including, without limitation, the Access, and Right to use the Printer Bridge™ Website Solution, without, in each instance, the prior written consent of 4over, which consent may be withheld, delayed or conditioned, for any reason or no reason, in the sole and absolute discretion of 4over. Any attempted assignment or transfer in violation of the terms of this Section 15 shall, at the option of 4over, be null and void.

17. Termination. Notwithstanding the terms of Section 3, this Subscription Agreement may be terminated immediately upon written notice to the other party as follows:

17.1. By 4over:

(a) Customer fails to make any payment required hereunder;

(b) Customer violates Section 14.2.

(c) Customer fails to cure any other material breach of any term or condition of the Subscription Agreement within thirty (30) days after written notice; or

(d) Customer ceases to do business as a going concern, becomes the object of the institution of voluntary or involuntary proceedings in bankruptcy or liquidation which is not dismissed within 60 days after the initial filing, or a receiver is appointed with respect to a substantial portion of its assets - it being acknowledged this provision relates to the Intellectual Property Rights; or

17.2. By Customer:

(a) 4over fails to cure any material breach of any term or condition of this Subscription Agreement within thirty (30) days after written notice; or

(b) 4over ceases to do business as a going concern, becomes the object of the institution of voluntary or involuntary proceedings in bankruptcy or liquidation which is not dismissed within 60 days after the initial filing, or a receiver is appointed with respect to a substantial portion of its assets.

17.3. Effect of Termination. Except as otherwise provided herein, upon the termination of this Subscription Agreement:

(a) Customer shall promptly (i) pay to 4over all unpaid Subscription Fees, accrued prior to termination, (ii) return to 4over all tangible embodiments of the 4over Confidential Information, and (iii) return to 4over, within thirty (30) days after the expiration or termination of this Subscription Agreement, any materials, programs, manuals, and other items then in Customer’s possession or under Customer’s control related to the Printer Bridge™ Website Solution.

(b) 4over shall,(i) if requested, make commercially reasonable efforts to provide Customer with any proprietary data belonging to Customer, in the then-current format in which it is stored (if no request is received data will be deleted after thirty (30) days), and (ii) if applicable, complete production and shipment of all orders placed prior to the date of termination provided that such orders have been paid for and Customer acknowledges in writing it has no cause to set-off, offset, chargeback or other otherwise dispute such orders.

17.4. Relationships with Third Parties. Customer’s use and operation of the Printer Bridge Website Solution does not and shall not create any contract or other obligation between 4over and any third party, e.g., an end-user of a Customer Website. Customer shall have sole and absolute discretion as to the nature of its relationship with end users of a Customer Website; provided, however, 4over is not and shall not be construed to be a party to any agreement for printing services between Customer and any of its customers or vendors, and Customer has no authority to represent or otherwise make any agreement on behalf of 4over. 4over shall have no liability relating to, arising out of, or in connection with any dispute between Customer and any of its customers, vendors or other third parties and any such dispute shall be solely between Customer and such other party, and shall not relieve Customer of any of its obligations to 4over hereunder.

18. General Provisions.

18.1. Taxes. Except with respect to income recognized by 4over, Customer will be liable for the payment of all tariffs, duties, and taxes, however, designated or levied, based on Customer’s Access to and use of the Printer Bridge™ Website Solution, this Subscription Agreement, and/or any Services, including but not limited to any sales, use, value-added, excise, services, personal property, and other taxes.

18.2. Notices. Except as otherwise provided herein, all notices, requests, demands, or other communications required or permitted to be given or made under this Agreement shall be in writing and shall be given by personal service, by overnight delivery service, or by United States certified mail, return receipt requested, postage prepaid, to the address set forth on the Subscription Agreement Notice given by personal service shall be deemed effective on the date it is delivered, notice sent by overnight delivery service shall be deemed effective one business day after dispatch, and notice mailed shall be deemed effective on the third business day following its placement in the mail. All notices to 4over shall be sent to 4 Over International, LLC Attention: Legal Department at 1225 Los Angeles Street, Glendale, California 91204. Customer shall be notified at the address currently listed in their account.

18.3. Binding Effect. This Subscription Agreement will inure to the benefit of and is binding upon Customer and 4over and their respective successors and permitted assigns.

18.4. Non-Waiver. No delay or omission or failure to exercise any right or remedy provided for herein will be deemed to be a waiver thereof or acquiescence to the event giving rise to such right or remedy, but every such right and remedy may be exercised from time to time and so often as may be deemed expedient by the party exercising such right or remedy.

18.5. Captions. The captions of the sections herein are for convenience only and do not affect in any way the scope, intent, or meaning of the provisions to which they refer.

18.6. Governing Law. This Subscription Agreement is governed in all respects by the laws of the State of California without regard to its conflict of law’s provisions. For any and all disputes related to this Subscription Agreement and the Printer Bridge™ Website Solution, 4over and Customer expressly consent to exclusive jurisdiction and venue in the state and federal courts of Los Angeles County, California, and waive any objection thereto.

18.7. CLASS ACTION WAIVER. THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.

18.8. Severability; Interpretation. In the event that any provision of the Subscription Agreement is held to be illegal, invalid, or unenforceable under present or future laws by any court of competent jurisdiction, then such provision will be fully severable, and the Subscription Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision were not a part hereof. This Subscription Agreement shall be interpreted fairly in accordance with its terms and without any strict construction in favor or against either of the parties hereto. This Agreement is in English only, which shall be controlled in all respects. All communications and notices shall be in English and the English version of this Subscription Agreement shall be the version used when interpreting or construing this Subscription Agreement.

18.9. Entire Agreement and Modification. This Subscription Agreement applies to any add-on components or modules to the Printer Bridge™ Website Solution, as well as any Services that Customer may obtain from 4over at any time, and constitutes the full and complete understanding and agreement of Customer and 4over with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties related to the subject matter hereof, except to the extent that an addendum or amendment to this Subscription Agreement governing those add-on components, modules or Services is agreed upon by the parties and provisions of that addendum or amendment are in addition to or conflict with terms in this Subscription Agreement. In such an event, any such addendum or amendment shall take precedence. Except as expressly stated in this Subscription Agreement, any waiver, modification, or amendment of any provision of this Subscription Agreement will be effective only if in a writing signed by Customer and 4over.

18.10. Independent Contractors. The parties and their respective employees and representatives are and shall be independent contractors with respect to the other party and neither party by virtue of this Subscription Agreement shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.

18.11. Survival. The definitions of this Subscription Agreement and the respective rights and obligations of the parties under Sections 6,8,10, 11, 12, 13, 14, 15, 16 and this Section 17 shall survive any termination or expiration of this Subscription Agreement.

18.12. Force Majeure. Except for the payment of monies, no party shall be liable for its failure to perform any obligations on account of strikes, shortages, failure or acts of suppliers, riots, insurrection, fires, flood, storm, explosions, acts of God, war, military operations, acts of terrorism whether actual or threatened, acts of a public enemy, epidemics, quarantines, governmental action, labor conditions, earthquakes, material shortages or any cause that is similar to those enumerated or beyond the reasonable control of such party.

18.13. Compliance with Laws. Customer shall use the Printer Bridge™ Website Solution in compliance with all applicable laws, statutes, rules, and regulations. Upon written notice to Customer, 4over may modify or suspend Customer’s Access to the Printer Bridge™ Website Solution as necessary to comply with any law or regulation.

18.14. Signatures. Signatures to this Agreement may be transmitted by facsimile or PDF file and to the extent so transmitted shall be deemed to be and have the same effect as originals.