1. Enrollment in the Program
By becoming a member of the Site, you are automatically enrolled in the Program. We may discontinue your participation in the Program if we determine (in our sole discretion) that Your Site is unsuitable for the Program for any reason, including, but not limited to, sites that:
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- promote illegal activities;
- promote violence;
- promote sexually explicit materials;
- promote materials that violate intellectual property rights, including Zazzle's intellectual property rights;
- include in the site's URL "Zazzle" or any other trademark of us or our affiliates, or variations of misspellings of any of such trademarks; or
- are primarily dedicated to dissemination of coupons.
2. Utilizing Our Links on Your Site
For Your Site(s), we will make available to you button links and/or text links that have a unique URL for use as a link to the Site, containing Zazzle's logo and/or words identifying Zazzle (collectively, "Link(s)"), which subject to the terms and conditions hereof, you may display on Your Site. You may also use Your Associate ID on Your Site or any other promotional materials for purposes of sending Users to the Site. In utilizing the Links and Your Associate ID, you agree that you will cooperate fully with us in order to establish and maintain the Links, and shall display such Links and Your Associate ID and any associated graphic images prominently throughout Your Site and on other promotional materials. The Link may only be modified and/or expanded with our prior written consent. Each Link connecting Users of Your Site to the Site will in no way alter the look, feel or functionality of the Site. We have the right in our sole discretion to monitor Your Site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
3. Order Processing
We will process Product orders placed by Users who follow the Links provided by Zazzle from Your Site to the Site or who directly access the Site via Your Associate ID ("Referral Sales"). We reserve the right to reject orders that do not comply with our Zazzle User Agreement or any other requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment, including, among other things, order entry, payment processing, shipping, cancellations, returns, and facilitating related customer service. We will track the volume and amount of sales generated by Your Site and will make unaudited reports, summarizing this sales activity, available to you through the Program in your "MyAccount" account. The form, content, and frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between Your Site and the Site are properly formatted.
4. Referral Fees
We will pay you a referral fee Referral Fee Table ("Referral Fee(s)"), which may be updated from time-to-time and as we release new Products, for Referral Sales we receive from Users of Your Site who purchase Products by i) utilizing the Links to navigate between Your Site and the Site or accessing the Site via Your Associate ID; and ii) and making a purchase as detected by the cookie described in the paragraph below. "Net Referral Sales" means the purchase price received by Zazzle for the Products minus amounts charged for shipping, handling, packaging, insurance, and sales or similar taxes; refunds, credits, and reversals; and the face value of the postage (if the revenue is for Zazzle Custom Stamps).
"Zazzle Custom Stamps" means United States postage created by Zazzle as part of Zazzle's custom postage Product offering. The Referral Fee rate is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Referral Fee Rate, pursuant to the provisions of Section 12 of this Agreement. No Referral Fee will be paid if the visitor to the Site cannot be tracked by our system. If a visitor previously visited the Site via the Link on Your Site or Your Associate ID and then later returns to the Site via another Link or Associate URL, then Referral Fees will be paid to the party that most recently referred the visitor.
We will record the time for each User each time such User visits the Site via the Links or Your Associate ID using cookies. Users may block or delete such cookie and the possible replacement of such cookie as a result of the User entering the Site from a different destination or such blocking or deletion of the cookie may result in our inability to place or detect the cookie: In such a case, no Referral Fees will be paid.
The time for each User visit will reset every forty-five (45) days, and Zazzle will pay the Associate who referred the most recent User(s) making a purchase. The only exception is where a User who originally (and most recently) entered the Site through one Associate's Link re-enters the Site through another Associate's Link within a short window prior to purchase: In such a case, the original Associate will receive the Referral Fee.
Only Products that are sold by us (as a result of Links to the Site), shipped to a User and for which we have received full payment will qualify for a Referral Fee. For a sale to generate a Referral Fee, the User must follow a Link to the Site or access the Site via Your Associate ID, purchase the Product or Products in question using our online ordering system, accept delivery of the item at the shipping destination, and remit full payment to us.
5. Payment Terms
For Payment Terms, please see the Zazzle User Agreement.
6. Policies and Pricing
Users who buy Products through this Program will be deemed to be customers of Zazzle ("Customers"). Accordingly, all Zazzle rules, policies, and operating procedures concerning Customer orders, customer service, and Product sales apply to those Customers. We may change our policies and operating procedures at any time. For example, we or our partners will determine the prices to be charged for Products sold under this Program in accordance with our own 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 Site, you may not include price information in your Product descriptions. We will try to present accurate information, but we cannot guarantee the availability or price of any particular Product.
7. Identifying Yourself as an Associate
You may not make any press release with respect to this Agreement or your participation in the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that Zazzle supports, sponsors, endorses, or contributes money to any charity or other cause). You agree that you will comply with all rules, laws and regulations in promoting Your Site, and you agree that you will comply with all rules and regulations with respect to advertising, promoting and endorsing the Products.
8. Non-Exclusive Limited License and Use of Zazzle Logos, Trademarks and Brand
Subject to the terms of this Agreement and the Zazzle User Agreement, we grant you a limited, nonexclusive, nontransferable, revocable, non-sublicensable right to use any of our (i) trade names, trademarks or any other intellectual property rights; or (ii) graphic images, text or any other of our images (including but not limited to images of your Products) for which we grant express permission (collectively, "Licensed Materials"), solely for the purpose of identifying Your Site as a Program participant and to assist in generating Product sales. You are only entitled to use the Licensed Materials to the extent that you are a member, in good standing, of the Program, and you agree to comply with Zazzle's published trademark guidelines. We may revoke your license at any time by giving you written notice.
Do not use Zazzle's brand to generate referral fees. This includes, but is not limited to, bidding on any keywords containing the trademark "Zazzle" or using trademark "Zazzle" in advertisements associated with paid search, online content networks and online display networks. If you violate this term or any other terms and conditions, your Referral Fees may be permanently withheld and your account with us may be terminated.
9. Non-Exclusive Limited License and Use of Associate Logos and Trademarks
You grant us a non-exclusive license to utilize your names, titles, logos, and trademarks (collectively, "Associate Trademarks"), to advertise, market, promote and publicize in any manner our rights hereunder. Notwithstanding anything herein to the contrary, we shall not be required to advertise, market, promote or publicize Your Site or any of your Associate Trademarks. You hereby represent and warrant that you are the sole and exclusive owner of the Associate Trademarks and have the right and power to grant to us the license to use same in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
You agree to indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorneys' fees and expert witness fees) relating to any breach of the above representations and warranties.
The license in this Section 9 shall terminate upon the effective date of the expiration or termination of this Agreement. This license will also terminate should Zazzle, in its sole discretion, terminate your account and use of our Site and any related programs.
10. Responsibility for Your Site
You are responsible for the development, operation and maintenance of Your Site and for all materials that appear on Your Site. We have no responsibility for the development, operation and maintenance of Your Site and for all materials that appear on Your Site. You also are responsible for ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party (including, without limitation, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on Your Site are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of any applicable law, rule, regulation, order judgment or decree. You will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees and expert witness fees) relating to the development, operation, maintenance, and contents of Your Site.
11. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program Application and will end when terminated by either party ("Term"). Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice for us to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement or if this Agreement is terminated because Your Site violates any Content Restrictions set forth in Section 1, you are not eligible to receive any Referral Fee payments, even for Referral Fees earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn Referral Fees on sales occurring during the Term of the Agreement, and Referral Fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final Referral Fee payment for a reasonable time to ensure that the correct amount is paid by the Customer to us.
We may modify any terms or conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, and/or the posting on the Site of a change notice or a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available Referral Fees, referral schedules, payment procedures, and Program rules. All such modifications shall take effect forty-eight (48) hours after we serve notice as provided above, unless we indicate otherwise. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM, FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE SITE OR RECEIPT OF AN EMAIL NOTICE OF THE CHANGE, WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
13. Relationship of Parties
You and Zazzle are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or otherwise, that reasonably would contradict anything in this Section. You hereby grant us the right to issue press releases relating to the Program and the fact that you are a member of the Program, without seeking your prior consent.
We may disclose to you certain information as a result of your participation as part of the Program, which information we consider to be confidential ("Confidential Information"). For purposes of this Agreement, Confidential Information shall include, but not be limited to, any modifications to the terms and provisions of this Agreement made specifically for Your Site and not generally available to other members of the Program; Site, business and financial information relating to Zazzle Customer and vendor lists relating to Zazzle; and pricing and sales information for Zazzle and any members of the Program, other than you. Confidential Information shall also include any information that we designate as confidential during the Term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranty of merchantability, fitness for a particular purpose or freedom from patent, infringement of any third party rights, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.
You agree to indemnify, defend and hold harmless Zazzle, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively, "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Associate Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; (iii) any claim related to Your Site; or (iv) any unauthorized use of image links, text links or other artwork or materials supplied to you by us.
16. Independent Investigation
YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.