Effective Date: April 11, 2007

Welcome to the CafePress.com Shopkeeper Agreement ("Agreement"). This Agreement contains the terms and conditions under which CafePress.com offers the "Shopkeeper Service" (defined below). Use of the CafePress.com Shopkeeper Service constitutes your agreement to and acceptance of this Agreement. CafePress.com reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the CafePress.com Website. In the event of substantive changes to the terms of this Agreement, you may be notified by email. If any modification is unacceptable to you, your only recourse is to not use the Shopkeeper Service. Your continued use of the Shopkeeper Service following posting of a change notice or new agreement on the CafePress.com Website will constitute binding acceptance of the changes.

1. Agreement.

1.1 Shopkeeper Service. This Agreement provides the terms and conditions under which CafePress.com provides its service that will allow you to create, produce, market, and sell Products through Shops (the "Shopkeeper Service").

1.2 Terms of Service. If you become a Shopkeeper, you will continue to be bound by all of the terms and conditions of the Terms of Service, which are incorporated into this Agreement by this reference. For clarity, the Shopkeeper Service is deemed part of the "CafePress.com Service." All initially-capitalized terms not defined in this Agreement are defined in the Terms of Service, and any disputes you may have relating to your use of the Shopkeeper Service 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, this Agreement will govern and be given precedence.

2. Becoming a Shopkeeper.

2.1 Opening an Account. Only Shopkeepers have the right to use the Shopkeeper Service. To become a Shopkeeper, you must open a Shopkeeper account (an "Account") with CafePress.com through its online registration process.

2.2 Contact Information. You must provide CafePress.com with accurate and complete contact, payment and tax identification information when you open an Account. You must immediately notify CafePress.com if any of this information changes. If you do not provide CafePress.com with complete, accurate, and updated contact, payment and tax identification information, you may not be eligible to sell Products for-profit.

2.3 Account Security. You will need to select a password if you open an Account. You will be solely and exclusively responsible for keeping your password confidential and all use of your password and Account, including, without limitation, any use by any unauthorized third party. You must notify CafePress.com immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify CafePress.com immediately if you become aware of any other breach or attempted breach of the security of your Account or the CafePress.com Service.

2.4 Shop Services. Through the Shopkeeper Service CafePress.com provides, without limitation, premium products, programs, promotions, coupons, discounts, market data, special pricing structures and other fee-based services and programs ("Shop Services"). Available Shop Services and the terms and conditions upon which the various Shop Services are offered are set forth on the Shop Services section of the Website. Use of the Shop Services constitutes your agreement and acceptance of the terms and conditions of the Shop Services. CafePress.com may terminate or modify the Shop Services from time to time.

3. Your Obligations.

3.1 General. You must use the Shopkeeper Service in a manner that demonstrates common sense and respect for the rights of CafePress.com and third parties and in accordance with applicable laws and regulations.

3.2 Shop Content. If you open a Shop, you will be solely and exclusively responsible for ensuring that your Shop(s), any content or materials that you submit to CafePress.com for use with your Products ("Content"), and any websites linked to your Shop comply with the terms and conditions of this Agreement and all applicable laws, regulations and rules. All Shop Content must comply with the Content Usage Policy. While CafePress.com has no obligation to monitor the transactions or communications made through its Website, it reserves the right, in its sole and absolute discretion, to cancel any transaction or remove any Content from the Website at any time without notice and without any liability to you or any third party.

3.3 Prohibited Content. You may not design, produce, market or sell a Product that does not comply with the Content Usage Policy, as determined by CafePress.com in its sole and absolute discretion. For example, but without limitation, you may not design, produce, market or sell a Product that CafePress.com believes: (i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity; (ii) is defamatory; (iii) is obscene or pornographic; or (iv) violates any applicable law, rule, or regulation, including, without limitation, by exploiting images or the likeness of minors.

4. Licensing Your Content to CafePress.com.

In uploading any of your Content to the Website, you grant to CafePress.com a royalty-free, worldwide, transferable, nonexclusive, right and license in such Content, in all media existing now or created in the future: (i) to permit you to use the Shopkeeper Service to design, produce, market and sell Products, and (ii) to promote, market and advertise your Products, your Shop, or the CafePress.com Service generally. Without limitation, this promotion, marketing, or advertising may consist of: (i) display of your Products, (ii) promotional "streams" of audio Content on the Website, (iii) display of pages from book Products on the Website, and (iv) Product or Content placement in magazines, television shows, movies and other media. CafePress.com may sublicense the rights that you grant it in this Section. This Section 4 only gives CafePress.com the right to use your Content for the purposes stated above, and does not give CafePress.com ownership of any of your Content.

5. Product Creation.

5.1 Delivery of Content. You will upload or ship to CafePress.com all Content that you want to use with the Shopkeeper Service in accordance with the applicable instructions on the Website. You must also upload or ship all other Content required to package and market any of your Products, such as cover artwork, titles, and complete and accurate credits. CafePress.com may, in its sole and exclusive discretion, determine whether any Content complies with such instructions and is satisfactory for use with the Shopkeeper Service.

5.2 Approvals and Consents. You must have all necessary approvals and consents to use all Content and you must deliver copies of those approvals and consents to CafePress.com, if CafePress.com requests them.

5.3 Costs of Creation. You will be solely responsible for the creation of the electronic and digital Content that you upload or ship to CafePress.com, and will pay all costs associated with its creation and copies thereof, including, without limitation: (i) any compensation owed to third parties; (ii) payments required by any agreement between you and any labor organization (such as unions or guilds); (iii) all studio, tape, editing, mixing, re-mixing, mastering and engineering costs; and (iv) all costs of travel, per diems, facilities, equipment, and the like.

5.4 Royalties. You must pay 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 your Content. For example, you must pay all mechanical copyright royalties due to the owners of any musical composition used in your Content.

5.5 Unions and Guilds. You acknowledge that CafePress.com is not currently a party to any collective bargaining agreement with any union or guild and that you are solely responsible for complying with any applicable union or guild rules, including without limitation, those relating to payments.

6. Marketing and Advertising Your Shop.

6.1 Marketing of Your Shop. CafePress.com reserves the right, but has no obligation, to promote your Shop or Products, for example, featuring them in CafePress.com newsletters or on the Website, referring users to your Shop, or describing your Products or Shop in communications with third parties. If you market and promote your Shop and Products you must do so in accordance with this Agreement and the Content Usage Policy.

6.2 No Spam. 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.com directory or search engine with false, misleading, or unnecessarily repetitive information.

6.3 Links. CafePress.com, in its sole discretion, may prohibit you from "linking" your shop to any websites that contain content that, if used on the CafePress.com Website, would violate any of CafePress.com's agreements or policies.

6.4 Customer Information. CafePress.com may, from time to time, provide you with information relating to Customers that purchase Products from your Shop. You may only use or disclose this information to a third party for your internal record keeping. You may not disclose any of this information to a third party or use it for any other purposes.

7. Compensation and Fees.

7.1 Tax Information. If you choose to sell Products for-profit through your Shop, you must provide your taxpayer identification number to CafePress.com. Failure to provide an accurate taxpayer identification number may result in CafePress.com withholding your payment until you provide an accurate tax identification number. It is your responsibility to determine what, if any, taxes apply to the payments you receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. CafePress.com is not responsible for determining whether taxes apply to your transactions, or for collecting, reporting or remitting any taxes arising from any payments made to you for Products sold through your Shop.

7.2 Payment Terms. If you earn less than the dollar amount selected as the payment threshold ("Payment Threshold") in the "Payee Information" Section of your account management screen, then the amount of such compensation will not be paid, but will accrue to your Account until such time as it becomes equal to or greater than the Payment Threshold. CafePress.com will make a payment to you (by check, wire or electronic transfer) for the amount of such compensation no later than 60 days after the end of the month in which the total amount of accrued compensation may reach or exceed the Payment Threshold. CafePress.com may, in its discretion, send you a payment before your accrued compensation reaches or exceeds the Payment Threshold. If you have provided an undeliverable mailing address and two or more consecutive payments have been returned to CafePress.com as undeliverable, we may stop sending future payments to you until you provide a deliverable mailing address.

7.3 Product Pricing Terms. You may sell Products for-profit using the Shopkeeper Service by setting the retail price for your Products above the amount of the Base Price CafePress.com assigns to each Product in accordance with our Pricing Policy.

7.4 Processing Fees. If CafePress.com owes you accrued compensation that is less than the Payment Threshold for at least 365 days, then CafePress.com may send you payment of such accrued compensation minus a $5 processing fee. If the amount of accrued compensation is under $5 for at least 365 days, such amount will be used to cover CafePress.com's administrative costs and no payment will be made to you.

7.5 Charitable Contribution. Unless you and CafePress.com otherwise agree in writing, CafePress.com may remit any payment otherwise due to you as a contribution in your name to a 501(c)(3) charitable nonprofit organization of CafePress.com's choice (or any charity agreed upon in writing by you and CafePress.com) if: (i) you fail to provide CafePress.com with accurate and complete contact and tax identification information; and (ii) the funds remain outstanding for more than 12 months. If CafePress.com makes such a contribution, its obligation to you shall be reduced by the amount of that contribution.

7.6 Termination Fees. If you or CafePress.com terminate your Account, and you have less than $25 in accrued but unpaid compensation then outstanding, CafePress.com may charge you a $5 processing fee when sending you your final payment to cover its administrative costs.

8. Indemnification.

As you are bound by the Terms of Service in using the Shopkeeper Service, you must indemnify, defend and hold CafePress.com harmless for any Claim arising out of, relating to, or connected with your alleged breach of the Terms of Service in using the Shopkeeper Service in accordance with Section 10 of the Terms of Service. You must also indemnify, defend, and hold CafePress.com harmless based on any Claim alleging facts that, if true, would constitute a breach of this Agreement. CafePress.com may withhold any commissions that it owes you if you have to indemnify CafePress.com.

9. Termination.

9.1 CafePress.com Termination. In its sole discretion, with or without notice to you, CafePress.com may: (i) suspend, limit your access to or terminate your use of the Shopkeeper Service, (ii) suspend, limit your access to or terminate your Account, (iii) remove any of your Shops from CafePress.com's servers and directories and (iv) prohibit you from opening any new Shops.

9.2 Shopkeeper Termination. If you are a Shopkeeper, you may terminate your Account for any reason at any time by completing the online account termination form.

9.3 Effect of Termination. If you or CafePress.com suspend or terminate your Account, CafePress.com may, without being liable to you or any third party: (i) delete any Content or other materials relating to your use of the Shopkeeper Service, and (ii) not allow you to access your Shop or create, produce, market, or sell Products. If you or CafePress.com terminate your Account, you must immediately remove all links to the Website from any websites you operate and cease representing yourself as a Shopkeeper.

9.4 Survival. The following Sections will survive termination of your Account: 1, 3, 4, 5.2 through 5.5, 6.4, 7, 8, 9.3, and 9.4.

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