Welcome to the CafePress Affiliate Operating Agreement ("Agreement"). This Agreement contains the conditions under which you may participate in the CafePress Affiliate Program (the "Program"). If you do not read, understand and agree to all of the terms and conditions of this Agreement, you may not participate in the Program.
CafePress Inc. ("CafePress") reserves the right to modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion. Any change notice or new agreement will be posted publicly on the CafePress website (as further defined below, "Website"). Modifications may include, for example, changes in the scope of available commission fees, commission fee schedules, payment procedures, Program features, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program following posting of a change notice or new agreement on the Website will constitute binding acceptance of the change.
IF YOU ARE INTERESTED IN BECOMING A CAFEPRESS AFFILIIATE, PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THERE ARE RESTRICTIONS ON THE TYPES OF CONTENT THAT CAN BE OFFERED IN CONNECTION WITH AFFILIATE ACCOUNTS AND FAILURE TO COMPLY WITH THE PROGRAM TERMS WILL RESULT IN TERMINATION.IF YOU ARE A RESIDENT OF THE FOLLOWING STATES, YOU ARE NOT ELIGIBLE FOR, AND MAY NOT PARTICIPATE IN, THE PROGRAM:
1.1 Affiliate Program. This Agreement provides the terms and conditions under which CafePress makes available the Program by which you may refer potential customers to purchase Products on the CafePress Website.
1.2 Terms of Service. If you become an Affiliate, you will continue to be bound by all of the terms and conditions of the Terms of Service, and by your agreement to the terms hereof and participation in the Program. By this reference this Agreement shall be deemed incorporated into the Terms of Service. For purposes of clarity, the Program is deemed part of the "CafePress Service," and all initially-capitalized terms not defined in this Agreement shall have the meaning set forth for such term in the Terms of Service, and any disputes resulting from your participation in the Program will be subject to confidential binding arbitration in accordance with Section 13 of the Terms of Service. If the terms of this Agreement conflict with the Terms of Service, then this Agreement will govern and be given precedence, with respect to the Program.
1.3 Additional Definitions. For purposes of this Agreement: (1) "Website" means a World Wide Website and, depending on the context, refers either to the CafePress Website located at www.cafepress.com, or any of our affiliated and wholly-owned Websites, and (2) "Affiliate Website" means to the website that you will link to the CafePress Website. As used in this Agreement, "our" or "we" means CafePress Inc.2. Eligibility and Becoming an Affiliate.
2.1 Opening an Account. To become an Affiliate and participate in the Program, you can open an Affiliate account (an "Affiliate Account") by agreeing to the terms and conditions of this Agreement. All Affiliates that agree to be bound by the terms and conditions set forth in this Agreement are automatically approved and can begin participating in the program. At any time thereafter, CafePress may evaluate your status as an Affiliate and limit or terminate your Affiliate Account for any reason as determined in our sole discretion, including but not limited to, the inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, pornographic, harassing, racially or ethnically derogatory or otherwise objectionable or damaging to our business. All decisions are final and in our sole discretion. If we revoke or terminate your Affiliate Account, you may reapply at any time, but there is no guarantee that any later determination will differ from the first. No coupon sites and no scripting are permitted in connection with any Affiliate Account.
2.2 Contact Information. You must provide us with accurate and complete contact and payment information when you open an Affiliate Account. You must immediately notify us if any of your contact or payment information changes. If you do not provide us with complete, accurate, and updated contact information, you may not be eligible to receive commissions based on your participation in the Program. You will receive an email confirming your account information. If you do not provide full contact emails at registration, you will be contacted within thirty (30) days to update your information. If you fail to do so, your Affiliate Account will be subject to termination.
2.3 Account Security. You will need to select a password if you open an Affiliate Account. You will be solely and exclusively responsible for keeping your password confidential and all use of your password and Affiliate Account, including, without limitation, any use by any third party. You must notify us immediately if you believe your password has been, or may have been, obtained or used by any unauthorized person or entity. In addition, you must notify us immediately if you become aware of any other breach or attempted breach of the security of your Affiliate Account or the CafePress Service.
2.4. Minimum Website Requirements. Members of CafePress are eligible to participate in the Program, however, we reserve the right to close any member's Affiliate Account or Member Account at any time for any reason. We do not allow Affiliate Websites to participate in the Program that violate the CafePress Content Usage Policy.
2.5 State Residency Restrictions. You may not participate in the Program if you are a resident of Arkansas, Connecticut, Hawaii, Illinois, New York or Rhode Island.3. Your Affiliate Website.
We will provide you with guidelines and graphical artwork to use in linking to the Website. To permit accurate tracking, reporting, and commission fee calculation, we will provide you with special "tagged" link formats to be used in all links between your Affiliate Website and the Website. You must ensure that each of these links properly utilizes such special link formats. Links to the Website placed on your Affiliate Website pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Link(s)." You will only earn commission fees with respect to activity on the Website occurring directly through Special Links. We will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts which would otherwise be paid to you pursuant to this Agreement. You will, however, earn commission fees with respect to all product purchases through the Website once from that "Special" link.
3.2 Additional Restrictions. (a) You may not use any existing or future software products or services that (1) will replace, intercept, interfere, hinder, disrupt or otherwise alter in any manner the Website user's access, view or usage of, or other aspect of the user's experience at any CafePress Affiliate Websites in a manner that causes or otherwise results in a different experience from what was otherwise intended by CafePress Affiliates; or (2) will block, alter, direct, redirect, substitute, insert, append itself to, or otherwise intercept or interfere in any manner with any click through or other traffic-based transaction that originated from CafePress Affiliates with the result of reducing any compensation or other payment earned by or owing to CafePress Affiliates. (b) You may not purchase, register, or bid on any keywords, search terms or other identifiers that include the term "cafepress" or variations thereof (for example "cafepress", "cafe press", "CafePress.com", etc.) for use in any search engine, portal, sponsored advertising service or other search or referral service.
If CafePress determines, in its sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to CafePress) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement. (c ) If you are a CafePress Designer, you cannot earn commissions as an Affiliate by linking to your own CafePress Shops or Products. CafePress Designers can only earn commissions as an Affiliate by linking to the shops of other members or to the CafePress marketplace. If we determine, in our sole discretion, that you are abusing the system, we may (without limiting any other rights or remedies available to us) withdraw your participation and withhold any commission fees payable to you through the Affiliate Program.
3.3 Responsibility for Your Affiliate Website. You will be solely responsible for the development, operation, and maintenance of your Website and for all materials that appear on your Affiliate Website. For example, you will be solely responsible for:
4. Customers Purchasing Via the Program.
4.1 Order Processing and Reporting. We will process Product orders placed by customers who follow Special Links from your Affiliate Website to the Website ("Customers"). We reserve the right to reject orders that do not comply with any requirements that we may periodically establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms; process payments, cancellations, and returns; and handle Customer service. We will track sales made to Customers who purchase products using Special Links from your Affiliate Website to the Website and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion.
4.2 Policies and Pricing on the CafePress Website. Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those Customers. We may change our rules, policies and operating procedures at any time. For example, we will determine the prices to be charged for any Products sold under this Program in accordance with our pricing policies. Product prices and availability may vary from time to time. Because price changes may affect products that you already have listed on your Affiliate Website, you may not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
5.1 Commission Fees. We will pay you fees on certain Product sales to third parties. For a Product sale to be eligible to earn a fee, the Customer must follow a Special Link from your Affiliate Website to the Website, select and purchase the Product using our automated ordering system within sixty (60) days of the initial Customer session on the Website, accept delivery of the Product at the shipping destination, and remit full payment to us. Only if all of the above circumstances are met will you be eligible for a fee to be paid. Products that are eligible for earning fees in the Affiliate Program may change at any time with no notice to Affiliates.
5.2 Commission Fee Schedule. You will earn Affiliate commission fees based on "Net Qualifying Revenues" according to commission fee schedules established by us which as of today's date are as set forth below. "Qualifying Revenues" are base price revenues derived by us from our sale on our site of print-on-demand products such as apparel, prints or accessories. "Net Qualifying Revenues" do not include royalties, shipping & handling, gift-wrapping, taxes, and service charges. We pay monthly commissions of fifteen percent (15%) to Affiliates. Net Qualifying Revenues may only be generated in the Marketplace portion of the Website and no such revenues may be earned from the Shops portion of our site. Designers on the Website are not eligible for Affiliate commissions under this Affiliate Program. If we determine, in our sole discretion, that you are in violation of any rule of this Affiliate Program or of abusing the system in the manner as determined in our sole discretion, we may (without limiting any other rights or remedies available to us) withdraw your participation and withhold any commission fees payable to you for Affiliate Websites you recruit.
5.3 Commission Fee Payment. We will pay you commission fees on a monthly basis. Within sixty (60) days following the end of each calendar month, we will send you a check for the applicable commission fees earned on Net Qualifying Revenue generated during the applicable month, less any taxes on that Net Qualifying Revenue that we are required by law to withhold. However, if the commission fees payable to you for any month are less than $50, we will hold those commission fees until the total amount due is at least $50 or until this Agreement is terminated. If a Product that generated a commission fee is returned by the Customer, we will deduct the corresponding commission fee from your next monthly payment. If there is no subsequent payment, we will send you a bill for the commission fee.
5.4 Processing Fees. If CafePress owes you accrued compensation that is less than $25 for at least 365 days, then we may send you payment of such accrued compensation minus a $10 processing fee. If the amount of accrued compensation is under $10 for at least 365 days, such amount will be used to cover our administrative costs and no payment will be made to you.
5.5 Charitable Contribution. Unless we otherwise agree in writing, we may remit any payment otherwise due to you as a contribution in your name to a 501(c)(3) charitable nonprofit organization of our choice (or any charity agreed upon in writing by you and CafePress) if: you fail to provide us with accurate and complete contact information; and (ii) the funds remain outstanding for more than twelve (12) months. If we make such a contribution, our obligation to you shall be reduced by the amount of that contribution.
5.6 Termination Fees. If your or we terminate your Affiliate Account, and you have less than $25 in accrued but unpaid compensation then outstanding, CafePress may charge you a $10 processing fee when sending you your final payment to cover its administrative costs.
6. Identifying Yourself As An Affiliate.
6.1 All other Communications. You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. You may not misrepresent the nature of your or any other participant's participation in the Program, and doing so may result in suspension or termination from the Program.
6.2 Other Website Promotion. If you engage in any of the prohibited activities noted below, you will be subject to immediate termination from the Program. a) Anti-Spamming Policy. You may not use "spam," "blast-faxes" or recorded telephone messages to market or sell Products. You may not spam or attempt to deliberately subvert the results of the CafePress directory or search engine with false, misleading, or unnecessarily repetitive information. b) Independence from CafePress. In all promotions, you must clearly represent yourself and your Website as entities independent from CafePress, our affiliated companies, the Website, and any of our affiliated companies' Websites, and you may not indicate in any way that we are "partners" or otherwise engaged in any business together other than the Program. In addition, you may not, in any manner, misrepresent or embellish the relationship between us, or express or imply any relationship or affiliation between CafePress and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse or contribute money to any charity or other cause). c) General promotional guidelines and laws. We reserve the right at our sole discretion to modify the foregoing rules at any time. We reserve the right to take action against any person or entity that does not conform to these rules or any laws related to advertising or marketing on the Internet that may now exist or later arise.
7. Limited Licenses.
7.1 CafePress License to You of Logo and Links. We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 3.2(b) and such other images for which we grant express written permission, solely for the purpose of identifying your Affiliate Website as a Program participant and to assist in generating sales of Products. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice. In addition, we grant you a nonexclusive, worldwide right to reproduce and use all graphic images and other materials provided to you, solely for the purpose of creating Special Links connecting your Affiliate Website to the Website and promoting Products for sale. These product images must be served by the Website and cannot be used in any form other than the form provided by us.
7.2 License from You to CafePress of Your Images. As part of the Program, some members may choose to enable Customers to use selected images from the their Affiliate Website, either owned by the member or licensed from a third party, for use with Products to be purchased by a Customer. If you choose to enable your Customers to use selected images from your Affiliate Website, either owned by you or licensed from a third party ("Images") to create and purchase Products, then you agree to abide by the following terms:
a. Prohibited Images. You may not design, manufacture, market or sell a Product that is generally offensive or inappropriate for use with the Program, as determined by CafePress in its sole and absolute discretion. Please refer to our Content Usage Policy for information about how CafePress exercises such discretion. For example, but without limitation, you may not design, manufacture, market or sell a Product that CafePress believes: infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity; (ii) is libelous, defamatory or slanderous; (iii) is obscene or pornographic; (iv) is designed to or does harass, threaten, or abuse others; or (v) violates any applicable law, rule, or regulation, including, without limitation, by exploiting images or the likeness of minors. While CafePress has no obligation to monitor the transactions or communications made through its Website, it reserves the right to cancel any such transaction or take any other action to restrict access to or the availability of any material that may be considered to be objectionable, without any liability to you or any third party.
b. Limited License to Your Images. In making available any Images for upload to and use on the Website in connection with the Program, you grant to CafePress a royalty-free, worldwide, transferable, nonexclusive, right and license in such Images, in all media existing now or created in the future, to do what it deems reasonable: to permit you to use the Designer Service to design, manufacture, market and sell Products and (ii) to promote, market and advertise your Products, your Shop, or the CafePress Service generally. Without limitation, this promotion, marketing, or advertising may consist of: display of your Products, (ii) promotional "streams" of audio Images on the Website, and (iii) display of pages from book Products on the Website. CafePress. may sublicense the rights that you grant it in this Section to a third party subcontractor only for purposes of manufacturing Products sold through your Shop. This Section only gives CafePress the right to use your Images for the purposes stated above, and does not give CafePress ownership of any of your Images. Within thirty (30) days following termination of your Affiliate Account, CafePress will terminate its use of your Images.
c. Ownership of And Use Rights to Your Images. You must have all necessary approvals and consents necessary for the use of the Images, and you must deliver copies of those approvals and consents to CafePress if CafePress requests them. In all events, you, and not CafePress, will be responsible for the payment of all royalties or similar payments that are or may become due to any third party, such as all payments under licenses for third-party material in the Images, in connection with the use of Images under this Program.
Fraud; No Special Incentives. You may not participate in any scheme that would be deemed fraud, credit card fraud or an attempt to purchase Products from the Website with an intent to defraud, nor may you assist any third parties in doing so, whether successful in such efforts or not. You may not, directly or indirectly, offer any person or entity any consideration or incentive (including, without limitation, monetary payments or discounts) for using Special Links on your Affiliate Website to access the Website (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your Affiliate Website to access the Website) for any reason, either to purchase Products, to become an Affiliate, or otherwise. If we determine, in our sole discretion, that you have offered any person or entity any such consideration or incentive, we may (without limiting any other rights or remedies available to us) withhold any commission fees otherwise payable to you under this Agreement and/or terminate this Agreement.
As you are bound by the Terms of Service in participating in the Program, you agree to indemnify, defend and hold harmless CafePress for any claim arising out of, relating to, or concerning your alleged breach of this Agreement, the Terms of Service in participating in the Program or any other agreement you may have with us. You also agree that covered claims under this indemnity obligation shall include (a) any claim that our use of any images provided via your Website infringes on any trademark, trade name, service mark, copyright, license, right of publicity, or other proprietary right of any third party, (b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (c) any claim related to your Affiliate Website, including, without limitation, content therein not attributable to CafePress.
10. Term and Termination.
10.1 Term. The "Term" of this Agreement will begin upon your acceptance of the terms and conditions set forth in this Agreement and your placement of our banner or textual link on your Affiliate Website and will end when terminated by either party.
10.2 Termination. In its sole discretion, with or without notice to you, CafePress may terminate your participation in the Program, and terminate your Affiliate Account.
10.3 Your Termination. You may terminate your Affiliate Account for any reason at any time by emailing email@example.com.
10.4 Effect of Termination. You can only earn referral fees on sales of Qualifying Products occurring during the Term, and commission fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Affiliate Website, all links to the Website, product images from our database, and all CafePress trademarks, trade dress and logos, and all other materials provided by or on behalf of CafePress to you pursuant hereto or in connection with the Program.