Borders Websites and Computer Kiosk Terms of Use

Last Modified May 27, 2008

Introduction

This website, and all other Borders websites, including but not limited to www.borders.com, www.bordersmedia.com, and www.bordersrewardsperks.com, which may be encountered via the Internet or via computer kiosks available in Borders stores (collectively, the "Borders Sites", "Site" or "Sites"), are operated by Borders Direct, LLC ("Borders", "We", or "Us"). Borders provides its Sites to you subject to the following Terms Of Use (the "Terms"). By using the Sites, you agree to be bound by the Terms. Borders may, in its sole discretion, modify the Terms without notice to you. Therefore, please continue to review the Terms when using the Sites. By continuing to access and use the Sites after the Terms have been modified, you are agreeing to such modifications. In addition, when using particular services or features, or when ordering products on the Sites, you shall be subject to any posted guidelines or rules applicable to such services, features, products or orders that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms.

Description of Service

The Sites allow users to research, review, purchase, and/or order various entertainment, educational and other products featured on the Sites (collectively, "Products"), including, but not limited to, books, magazines, gifts, stationary, and other paper goods, movies, audio CDs, and audio books. The Sites also allow users to access Borders Rewards and Borders Rewards Perks and Borders Rewards Perks Plus (collectively, "Borders Rewards Perks") program accounts, create and share "Wish Lists", upload and download content (including reviews and other user generated content), and access various third-party websites offering a wide variety of products and services. The services, features and products that Borders offers to users on the Sites may be referred to herein collectively as the "Services". Unless explicitly stated otherwise, any new features or offerings on the Sites in the future that are added to or that augment or enhance the Services shall be considered part of the Services and subject to the Terms.

Purchasing Products

If you make a purchase from the Borders Sites (except a purchase of a gift card), you are transacting with Borders Direct, LLC, and ownership of any purchased items transfers to you immediately upon shipment. If you make a purchase from any third-parties advertised on or linked to from the kiosks and/or the Borders Sites, you are not purchasing a product or service from Borders. You agree that neither Borders nor its affiliated companies shall be responsible for or liable for any loss or damage of any sort incurred as the result of any purchases made from any third-parties advertised on or linked to from the Borders Sites.

The purchase and download of any product or service, including audio books, digital music, and the like, from the kiosks and/or the Borders Sites, is non-refundable and may not be returned. All sales of downloadable material are final.

Gift Cards and Greeting Cards

If you make a purchase of a gift card from the Borders Sites, you are transacting with Borders, Inc. and ownership of such gift card transfers to you immediately upon shipment. Gift cards and greeting cards purchased on the Sites are provided and fulfilled by our service providers. Specific additional terms entitled "Gift Card and Greeting Card Website Terms of Service" apply to the purchase and provision of gift cards and are incorporated herein. These Gift Card and Greeting Card Website Terms of Service can be found below and are to be read in conjunction with, and do not supersede, these Terms Of Use. To the extent there is a conflict, these Terms Of Use apply.

Registration

You may be required to register for an account on the Sites in order to take advantage of certain features of the Sites, such as purchasing Products, using an online shopping cart, or using our Customer Ratings and Review Service ("CRR") or "Wish List" pages. If you choose to register on the Sites, or if you otherwise provide information on the Sites, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the Sites, and (b) as permitted, maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information to Borders that is false, inaccurate, outdated or incomplete, or Borders has reasonable grounds to suspect that such information is false, inaccurate, outdated or incomplete, Borders has the right to suspend or terminate your account and to prohibit any and all current or future use of the Services (or any portion thereof) by you.

Privacy

Any registration or other information you provide to Borders is subject to our Privacy Policy. For more information, see our Privacy Policy. Our Privacy Policy is hereby incorporated into the Terms by this reference.

Member Account and Password

If you choose to register for an account with Borders or to become a member of Borders Rewards and/or Borders Rewards Perks, you will create a username and password while completing the registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Borders of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Borders (and its affiliated companies) cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

Materials on the Site, Proprietary Use

You acknowledge that all materials on the Sites, including, but not limited to, design, graphics, text, pictures, software and other files and the selection and arrangement thereof (the "Materials"), are subject to and protected under copyright, trademark and/or other intellectual property laws and rights. All copyrighted and copyrightable Materials are owned by Borders and/or its suppliers or licensors, all rights reserved. Borders authorizes you to view and download the Materials only for personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices contained in the original Materials.

Except as stated herein, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, frame, or otherwise use any of the Materials in any form or by any means, without the prior written permission of Borders or the respective intellectual property owner. You may not modify or adapt the Materials in any way or otherwise use them for any public or commercial purposes. You may not interfere or attempt to interfere with the proper working of the Sites, and you may not use any robot, spider, data miner, scraper, or other automated means to access the Sites for any purpose.

The trademarks, service marks, trade names, trade dress and logos (collectively, "Marks") contained or described on the Sites (including, without limitation, Borders, Borders Rewards, Borders Rewards Perks, Borders Rewards Perks Plus, and any Marks associated with any Products) are the sole property of Borders and/or its suppliers and licensors and may not be copied, imitated, framed, or otherwise used, in whole or in part, without the prior written permission of Borders or its suppliers or licensors. In addition, all page headers, custom graphics, button icons and scripts are Marks of Borders and may not be copied, imitated or otherwise used, in whole or in part, without the prior written permission of Borders. Borders will enforce its intellectual property rights to the fullest extent of the law.

Submissions

In the event that we provide users with any venues to submit opinions, reviews, ratings, information, ideas, suggestions, concepts, videos, audio content, or other material (collectively, "Submissions") on the Sites (collectively, "Venues", and including, but not limited to, "Wish List" pages, CRR pages, bulletin boards, chat rooms, surveys or invitations to e-mail Borders with questions or comments), you agree and warrant that any such Submissions are original with you and are accurate and current. You agree and warrant that you will not submit any Submission that is unlawful, harmful, harassing, threatening, abusive, hateful, libelous, defamatory, obscene, pornographic, profane, vulgar, indecent, sexually explicit or otherwise objectionable, or that would constitute a criminal offense, give rise to civil liability, violate any third party's rights of privacy or publicity or otherwise violate any applicable law or right. You agree and warrant that you will not submit any Submission that is protected by copyright, patent, or other proprietary rights without obtaining permission of the owner of such rights. You agree and warrant that the Venues will not be used by you for any commercial purposes. You agree and warrant that you will not submit any Submission to solicit funds or to promote, advertise, or solicit the sale of any goods or services. You further agree that all "moral rights" that you may have in any submitted content have been voluntarily waived by you.

You agree that any Submissions submitted by you to the Sites through the Venues or otherwise will be deemed non-proprietary and non-confidential, and may be used by Borders without restriction. Without limiting the foregoing, by offering any Submissions through the Sites, you grant to Borders the worldwide, perpetual, royalty-free, irrevocable, nonexclusive right and license to reproduce, modify, edit, publish, display, perform, adapt, distribute, sublicense and otherwise use and exploit such Submissions (and any and all proprietary rights therein that you may have) in any and all forms and media, now or hereafter discovered, without compensation or attribution to you.

Borders reserves the right, in our sole discretion, to edit any Submission, and to choose to include or not include such Submission in any Venue for any reason. We are not responsible for screening, monitoring or verifying any Submissions (subject to the "Copyrights and Copyright Agent" paragraph below). Any opinions, statements or other material expressed or posted by third parties are those of such third parties and not of Borders. Borders does not endorse, and shall not be responsible or liable for, any such opinion, statement or other material posted on or accessible through the Sites.

In addition to the foregoing, Borders, in conjunction with Bazaarvoice, Inc., offers a CRR service. Specific additional terms entitled "Customer Ratings and Reviews Terms of Use" apply to this CRR service and are incorporated herein. These Customer Ratings and Reviews Terms of Use can be found below and are to be read in conjunction with, and do not supersede, these Terms Of Use. To the extent there is a conflict, these Terms Of Use apply.

Links and Third Party Content

Links on the Sites to third-party websites are provided to enhance your Borders experience and to provide you with the opportunity to utilize value-added entertainment and educational content. If you use these links, you will leave the Sites. Any information you provide to these third-party websites while on these third-party websites is subject to the respective third-party's privacy policy, and not Borders Privacy Policy. Borders does not control any such third-party websites. You agree that neither Borders nor any of its parent or subsidiary companies will be responsible or liable for any content, goods or services provided on or through these outside websites or for your use or inability to use such websites. Borders does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give to any third-party sites. You will use these links at your own risk.

Without limiting the foregoing, your correspondence or business dealings with, consumption of products or services of, or participation in promotions of, third-parties found on or through the use of the Services, including payment for and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. You agree that neither Borders nor its affiliated companies shall be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third-parties on the Borders Sites.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SITES AND/OR SERVICES IS AT YOUR SOLE RISK. THE SITES AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, BORDERS, ITS PARENT AND SUBSIDIARY COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES (COLLECTIVELY, THE "BORDERS PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, BORDERS MAKES NO WARRANTY THAT (i) THE SITES AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SITES AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITES AND/OR SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES AND/OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BORDERS OR THROUGH OR FROM THE SITES AND/OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

Limitation of Liability

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, YOU EXPRESSLY UNDERSTAND AND AGREE THAT BORDERS PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BORDERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITES OR SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITES OR SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITES OR IN CONNECTION WITH THE SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE SITES OR SERVICES.

If you are dissatisfied with any Borders material, or with any of Borders' terms and conditions, your sole and exclusive remedy is to discontinue using Borders' Sites and Services.

Exclusions and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnity

You agree to indemnify and hold Borders and its parent and subsidiary companies harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of your breach of the Terms or your violation of any law or the rights of a third party.

Intended Audience

Unless otherwise specified, the Materials are presented solely for the purpose of promoting products available in the United States and its territories and possessions. Borders controls and operates the Sites from its offices located in the State of Michigan in the United States of America. Borders makes no representation that Materials contained on the Sites are appropriate or available for use in other locations. Those who choose to access the Sites from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Borders does not intend its Sites and/or Services to be used by individuals under the age of 18 without the supervision of a parent or guardian 18 years of age or older. Borders relies upon parents or guardians 18 years of age or older to determine if the Sites and/or Services are appropriate for the viewing, access, or purchase by such individuals under the age of 18. If an individual under the age of 18 uses the Borders Sites and/or the Services, such individual may only use the Sites and/or Services under the supervision of a parent or guardian 18 years of age or older.

Copyrights and Copyright Agent

Borders respects the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied on the Sites and/or Services in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Borders' Copyright Agent the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the site;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf. Borders' agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail:
Copyright Agent
c/o Borders
100 Phoenix Drive
ATTN: Legal Department
Ann Arbor, MI 48108

By phone: 734.477.1100

By email: copyright@bordersgroupinc.com

Termination

Borders reserves the right, without notice and at its sole discretion, to suspend or terminate the Terms and/or your ability to access or use the Sites and/or Services, and to block or prevent future access to and use of the Sites and/or Services for any reason, including your breach of the Terms or other conduct by you that Borders considers inappropriate. Borders reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Sites and/or Services (or any part thereof) with or without notice. You agree that neither Borders nor any of its parent or subsidiary companies shall be liable to you or to any third party for any modification, suspension or discontinuance of the Sites and/or Services.

Dealings with Advertisers

Your correspondence or business dealings with, or participation in promotions of, advertisers or third-parties found on or through the use of the Sites and/or Services, including payment for and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertisers or third-parties. You agree that neither Borders nor its parent or subsidiary companies shall be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or third-parties on the Services.

Governing Law

The Terms shall be exclusively governed by and construed in accordance with the laws of the State of Michigan within the United States of America without giving effect to any principles of conflicts of law. If any provision of the Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. Borders makes no representation that the Terms comply with the laws of any other country. Visitors who use the Sites and/or Services and reside outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. By virtue of your use of the Site(s), you agree not to transfer, by electronic transmission or otherwise, any Materials derived from the Sites and/or Services in violation of any laws.

Notices

By use of the Sites and/or Services, you consent to receive electronic communications from Borders (via email or via a posting on the Sites), and you agree that any such communications satisfy any legal requirement to make such communications in writing.

Contacting Us

If you have any comments or questions regarding these Terms of Service, or wish to report any violation of these Terms of Service, please contact us at ccare@borders.com. We will address any issue to the best of our abilities as soon as possible.

Customer Ratings And Reviews Terms Of Use

These Terms of Use are in addition to the Borders Websites and Computer Kiosk Terms of Use and govern your conduct associated with the Customer Ratings and Review service offered by Borders, in conjunction with Bazaarvoice, Inc. (the "CRR Service"). By submitting any content to Borders, you represent and warrant that:

1) You are the sole author and owner of the intellectual property rights thereto;
2) All "moral rights" that you may have in such content have been voluntarily waived by you;
3) All content that you post is accurate;
4) You are at least 18 years old; and that
5) Use of the content you supply does not violate these Terms of Use or the Borders Websites and Computer Kiosk Terms of Use and will not cause injury to any person or entity.

You further agree and warrant that you shall not submit any content:

A) That is known by you to be false, inaccurate or misleading;
B) That infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
C) That violates any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
D) That is, or may reasonably be considered to be, defamatory, libelous, hateful, racially or religiously biased or offensive, unlawfully threatening or unlawfully harassing to any individual, partnership or corporation;
E) For which you were compensated or granted any consideration by any third party;
F) That includes any information that references other web sites, addresses, email addresses, contact information or phone numbers; or
G) That contains any computer viruses, worms or other potentially damaging computer programs or files.

You agree to indemnify and hold Borders (and its officers, directors, agents, subsidiaries, joint ventures, employees and third-party service providers, including but not limited to Bazaarvoice, Inc.) harmless from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown including reasonable attorneys' fees, arising out of a breach of your representations and warranties set forth above, or your violation of any law or the rights of a third party.

For any content that you submit, you grant Borders a perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such content and/or incorporate such content into any form, medium or technology throughout the world without compensation to you.

All content that you submit may be used at Borders' sole discretion. Borders reserves the right to change, condense or delete any content on the Sites that Borders deems, in its sole discretion, to violate the content guidelines or any other provision of these Terms of Use. Borders does not guarantee that you will have any recourse through Borders to edit or delete any content you have submitted. Ratings and written comments are generally posted within 72 hours. However, Borders reserves the right to remove or to refuse to post any submission for any reason. You acknowledge that you, not Borders, are responsible for the contents of your submission. None of the content that you submit shall be subject to any obligation of confidence on the part of Borders, its agents, subsidiaries, affiliates, partners or third party service providers and their respective directors, officers and employees.

By creating an account, you agree that Borders and its third party service providers may use your e-mail address to contact you about the status of your review and for other administrative purposes.

Gift Card and Greeting Card Website Terms of Service

1. Acceptance of Terms.

Welcome to the gift card and greeting card customization pages of Borders ("Site"). Borders, Inc. ("Borders" or "Merchant") is pleased to offer these services to you through its service providers, including Cardways, a division of Arroweye Solutions, Inc. ("Cardways") and subject to the following Terms of Service ("Terms"). By accessing and using this Site you are agreeing to comply with and be bound by the Terms. If you do not wish to agree to the Terms, do not access or use any part of this Site. In addition, when using particular services in connection with this Site, you are subject to any posted guidelines or rules applicable to such services, including without limitation any terms and conditions of any gift cards and the Terms of Service of the Borders website(s). All such guidelines and rules applicable to such services are hereby incorporated by reference into the Terms. Borders may refuse to offer any or all of the services to anyone at any time, in its sole discretion. This Site is intended for use by individuals who are at least 13 years of age.

2. Products and Services

Through this Site you may select and customize (with text, pictures or graphics) various products, including but not limited to greeting cards and gift cards (some of which may be customized) (collectively, "Products"). When you have completed and paid for your order, Cardways will produce the Products you have selected and send them to the recipients specified by you. The pricing for the Products, which is stated in U.S. dollars, is set forth on the Site, and incorporated into these Terms by reference. Please note that prices and fees may change from time to time; the price charged to you will be the price set forth on the Site at the time you place your order.

3. Use of Site.

3.1 Proprietary Rights.
The Site contains or may contain information, text, photographs, designs, graphics, images, sound and video recordings, animation and other materials and effects (including logos) that are protected by copyrights, trademarks, service marks, pending patents, trade dress or other intellectual or proprietary rights owned by Borders, Cardways or other third parties (the "Content"). You acknowledge and agree that these rights belong to their respective owners and are protected in all forms, media and technologies existing now or hereinafter developed.

3.2 No Framing.
You agree not to "frame" or "mirror" any Content or third-party content contained on or accessible from this Site on any other server or Internet-based device without the advance written authorization of Borders and the respective owner of such Content.

3.3 Online Conduct.
Your use of this Site is subject to applicable local, state, federal and International law. Borders and Cardways make no representation that the Contents are appropriate or will be available for use in any locations. If you use a Site from outside of the United States of America, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations of other countries in relation to the Content and the third party content. Your use of this Site in violation of this Section 3.3 governing Online Conduct could subject you to criminal prosecution and/or personal liability for damages. You agree not to use this Site or any of the Content for any illegal or harmful purpose. By way of example only, and not as a limitation, you specifically agree not to:

(a) upload, post, e-mail, or otherwise transmit any material that is unlawful, indecent, pornographic, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

(b) harm minors in any way;

(c) impersonate any person or entity, including falsely stating or otherwise misrepresenting your affiliation with a person or entity;

(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through this Site;

(e) upload, post, e-mail or otherwise transmit any material that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(f) upload, post, e-mail or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright, right of publicity, right of privacy, or other proprietary rights of any party;

(g) upload, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(h) interfere with or disrupt this Site or servers or networks connected to this Site, or disobey any requirements, procedures, policies or regulations of networks connected to this Site;

(i) intentionally or unintentionally violate any applicable local, state, national or international law or any regulations having the force of law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ.

3.4 Use of Content.
Cardways grants you permission to access and view this Site and to electronically design Products for the sole purpose of submitting an order. Any other use of this Site or the Content, in whole or in part, without permission of the applicable rights holder is strictly prohibited, including without limitation: modification, republication, deletion, transmission, public performance, distribution, proxy caching, uploading, posting, reproduction for purposes other than those noted above, or other similar unauthorized exploitation of this Site or the Content. Without limiting the foregoing, unauthorized use of the Content is illegal and could subject you to criminal prosecution as well as personal liability for damages in a civil suit.

4. Third Party Links, Products and Services.

Products and services may be made available to you through the use of third-party web sites ("Third-Party Portals"). If you accessed this Site through a link from a Third-Party Portal or if this Site provides links to any third-party sites, you agree that Borders and Cardways have no control over the content on such sites AND YOU AGREE THAT BORDERS AND CARDWAYS ARE NOT LIABLE FOR THE PRODUCTS AND/OR SERVICES OFFERED ON SUCH THIRD-PARTY SITES. BORDERS AND CARDWAYS ARE NOT RESPONSIBLE FOR AND DO NOT OFFER ANY WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, RELIABILITY OR ANY OTHER ASPECTS OF PRODUCTS OR SERVICES FROM THIRD PARTIES. YOU RELEASE BORDERS AND CARDWAYS FROM ANY DAMAGES THAT YOU INCUR, AND AGREE NOT TO ASSERT ANY CLAIMS AGAINST BORDERS OR CARDWAYS ARISING FROM YOUR USE OF PRODUCTS OR SERVICES FROM THIRD PARTIES.

5. Scanned Data.

5.1 Copyright Policy, Representation and Indemnity.
You are wholly responsible for any data you transmit to this Site ("Scanned Data"), whether such data consists of pictures, art work, text, or other data types, such as audio, video, or multimedia. It is illegal to reproduce or distribute copyrighted material without the permission of the copyright owner or to use trademarks without the permission of the trademark owner. You are responsible for assuring that no Scanned Data you transmit to this Site violates any copyright or trademark right, and that it complies with Section 5.2 of these Terms. Before transmitting Scanned Data to this Site, you should assure that such Scanned Data is in the public domain and therefore not subject to copyright protection, or that you have the consent of the copyright or trademark owner to use the material. By uploading Scanned Data to this Site and/or by submitting Scanned Data for integration into any Product for processing, sharing, storage or fulfillment: (i) you grant Borders and Cardways a limited, royalty free and non-exclusive license to use, adapt, transmit, transfer, store, copy and display the Scanned Data solely in connection with providing products and/or services to you; and (ii) you represent and warrant to Borders and Cardways that the Scanned Data are in the public domain; or that you have all right, title and interest in and to all copyrights in the Scanned Data, or that you have the express permission to copy and use such Scanned Data for all purposes related to the products you order through this Site. You further represent that the Scanned Data does not violate or infringe upon the proprietary rights (including privacy, moral or publicity rights) of others.

5.2 Scanned Data Content Policy and Acknowledgement; Compliance with Law.
You may not upload to a Site any material that (a) infringes any copyright, trademark, right of privacy, right of publicity, or any other right of a third party; or (b) is unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane or offensive to the community or to any reasonable segment thereof. (Material of the type described in clauses (a) and (b) is referred to, collectively, as "Inappropriate Content").

The content of the Scanned Data you submit is governed by applicable laws (including laws which prohibit infringement of copyrights and trademarks, obscenity, pornography, child pornography, or child abuse). Borders and Cardways have no obligation to monitor the Scanned Data. However, Borders and Cardways (and their licensees, suppliers, fulfillers, and Third-Party Portals) reserve the right at all times to review the Scanned Data, to disclose the Scanned Data as necessary to satisfy any laws, regulations or government requests and to report any potential violations of law to law enforcement authorities, to refuse to post or transmit the Scanned Data, to remove the Scanned Data, and to refuse to perform any orders for processing or fulfillment for Scanned Data that are, in Borders's or Cardways' sole judgment and discretion, (or in the sole judgment and discretion of any of the entities described above), objectionable or in violation of these Terms. In the event that you submit Scanned Data to a Site for inclusion on a gift card and Borders believes the gift card contains Inappropriate Content, Borders reserves the right to refuse to honor the gift card.

5.3 Respect for Reputation.
In addition, in the event you violate these Terms and you intentionally publicize such violation, you acknowledge that Cardways and its affiliated companies will suffer substantial damage to its reputation and goodwill and that you can be liable for causing such substantial damage.

Furthermore, you agree to refrain from using the services offered through the Site, including ordering any Cardways Products, in any manner that would cause damage to the public reputation of Cardways, its affiliated companies, and their employees, shareholders, board members, Merchants, or third parties for which Cardways provides services. In the event that you use or publicly display any products ordered through the Site, including by display on the Internet, in order to intentionally bring harm to Cardways or any of its affiliated companies or their employees, or shareholders, or board members, or to owners or operators of Third-Party Portals, or Merchants, Cardways reserves the right to demand the immediate return of the Cardways Product(s) ordered from a Site, to invalidate, without refund, the value of any gift card included in such Cardways Products, and to pursue any and all further remedies available to Cardways and its affiliated companies under the law.

5.4 Indemnification
You agree to indemnify Borders and Cardways and hold them and their licensees, service providers, suppliers and fulfillers, owners and operators of Third-Party Portals, harmless from and against any and all losses, damages, costs or expenses, including reasonable attorneys' fees, arising out of (a) any claim by a third party that the Scanned Data (or the use thereof) constitutes an infringement or other violation of such third party's trademark, copyright, intellectual property rights or other rights; or (b) your use of any Inappropriate Content; or (c) any violation of law by you; or (d) any acts prohibited under Section 5.3. Your obligation to indemnify and hold Borders and Cardways harmless shall survive any expiration and termination of these Terms.

6. Limitation and Disclaimer of Warranties; Limitation of Liability.

You agree that in the event of any damage to or loss of any Product by Borders or Cardways (or by their licensees, suppliers, fulfillers, owners and operators of Third-Party Portals), even through negligence or other fault, the sole obligation of Borders and Cardways (and the sole obligation of their licensees, suppliers, fulfillers, owners, and operators of Third-Party Portals), and your sole remedy, is at Borders's option, to replace the lost or damaged Product(s) or provide you with a refund or credit, for the cost of the purchase price for lost or damaged Product(s). You must submit a claim within thirty (30) days of the damage or loss.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL OTHER WARRANTIES (INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY AND NON-INFRINGEMENT) ARE EXPRESSLY DISCLAIMED. ALL SITES, CONTENT, AND THE PRODUCTS AND SERVICES AVAILABLE THROUGH THE SITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. NEITHER BORDERS OR CARDWAYS NOR ANY OF THEIR LICENSEES, SERVICE PROVIDERS, SUPPLIERS, FULFILLERS, OWNERS AND OPERATORS OF THIRD-PARTY PORTALS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE QUALITY, ACCURACY OR AVAILABILITY OF THIS SITE. THE FOREGOING DISCLAIMER INCLUDES, WITHOUT LIMITATION, A DISCLAIMER OF ANY WARRANTY OR REPRESENTATION THAT THIS SITE WILL BE UNINTERRUPTED, RELIABLE, SECURE OR ERROR FREE, OR THAT THIS SITE OR RELATED SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THIS SITE WILL OTHERWISE MEET YOUR EXPECTATIONS.

Under no circumstances shall Borders or Cardways (or their licensees, service providers, suppliers, fulfillers, owners and operators of Third-Party Portals) be liable for damages of any kind, under any legal theory arising out of or in connection with your use of, inability to use, the Site, any Content, or any products or services offered through the Site, including any direct, indirect, incidental, special or consequential damages (including but not limited to damages for loss of profits, use, data or other intangibles) even if Borders or Cardways, or their licensees, service providers suppliers, fulfillers, owners and operators of Third-Party Portals, have been advised of the possibility of such damages. Without limiting the foregoing, this disclaimer of liability applies to any loss or damage arising out of the customization, processing, storage or fulfillment of any material, Product, or Scanned Data, the inability to use the Site, any changes to the Site (or its products and/or services), or the unauthorized access to or alteration of your transmissions or data. Some jurisdictions do not allow the limitation or exclusion of incidental, consequential or other types of damages, so some of the foregoing limitations may not apply to you.

7. Termination of Right to Use a Site.

Borders and Cardways reserve the right to terminate your right to use this Site if you violate any of these Terms. Upon termination of your right to use the Sites, Borders will remove your account privileges. Borders and Cardways will have no obligation to return to you your Scanned Data. The disclaimers and limitations of liabilities set forth in these Terms shall survive any such termination. Your sole recourse and remedy if Borders or Cardways terminates your right to use this Site, is to receive a refund for any products paid for but not processed or fulfilled by Borders or Cardways, if any.

8. Privacy and Security.

Borders will protect and use information provided by you as set forth in the Borders Privacy Policy posted on this Site. You agree not to violate or attempt to violate the security of this Site, including without limitation, (a) accessing data that is not intended for your use; (b) logging on to a server or account that you are not authorized to access; (c) probing, scanning or testing the vulnerability of any system or network related in any way to the Site without proper authorization; (d) breaching security or authentication measures without proper authorization; (e) interfering with service to any host, network, other user, including without limitation, sending unsolicited e-mail, flooding, spamming, mailbombing, or crashing; (f) sending promotions and/or advertising products and/or services; or (g) attempting to do any of the preceding.

You understand that your account information on the Site is controlled by you, through the User IDs and Passwords that you selected. You are responsible for protecting the confidentiality of those User IDs and Passwords. Borders and Cardways is entitled to rely on the fact that any Scanned Data, orders for Products or other information sent to this Site under your User ID and Password for this Site were sent by you. If you believe that the confidentiality of any of your User IDs and/or Passwords has been compromised or that someone has accessed your account without authorization, you should contact Borders immediately.

9. Applicable Law.

These Terms will be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to any principles of conflicts of laws. Any action seeking legal or equitable relief arising out of or relating to this Site will be brought only in the courts of the State of Michigan or the United States District Court for the Eastern District of Michigan. A printed version of these Terms of Service will be admissible in judicial and administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

10. Return Address and Costs.

Cardways will automatically print a return address on every Product that you print and mail using this Site. The default return address is the address supplied by you for your profile. All costs and taxes are quoted in U.S. dollars. You must pay all applicable taxes on purchases made on this Site. Borders may in its sole discretion add, delete or change some or all of the prices of products and services at any time without notice, other than as set forth on this Site.

11. Miscellaneous.

For purposes of these Terms, "you" and "your" shall mean you and "we", "us," and "our" means Borders and its affiliates. Title and risk of loss for products purchased by you through this Site passes to you upon delivery of the products to our carrier or Cardways' carrier for shipment to you. We may assign our rights and responsibilities hereunder without notice to you. If any of these Terms are held invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision most closely matching the intent of the original provision and the remainder of the Terms will continue in effect. We reserve the right to amend or modify these Terms or impose new conditions at any time. Such amendments and modifications will be effective immediately upon giving you notice by any means including, but not limited to, posting on this Site. These Terms constitute the entire agreement between you and us with respect to the subject matter hereof and supersede all other communications, written or oral, with regard to this Site.

The failure of Borders or Cardways to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing by Borders or Cardways, as applicable. Your use of this Site, however, is subject to the additional disclaimers and caveats that may appear throughout the Borders's website(s).