This Associates Program Agreement (the "Agreement") contains the complete terms and conditions that apply to your participation in the Zazzle.com Associates Program (the "Program"). As used in this Agreement, "we" or "Zazzle" means Zazzle Inc., and "you" means the applicant. Zazzle Site refers to Zazzle's site on the world wide web, located at the URL www.zazzle.com; Your Site(s) refers to any site on which you place links to the Zazzle Site (and which you will identify in your Program application); and Your Associate URL refers to a url created at the time you establish your associate account. "Products" means any item offered for sale on the Zazzle Site. This Agreement supplements the Zazzle User Agreement, which is incorporated by this reference.
1. Enrollment in the Program
By becoming a member of the Zazzle 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:
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 Zazzle Site, containing Zazzle's logo and words identifying Zazzle (collectively referred to herein as the "Link(s)"), which subject to the terms and conditions hereof, you may display on Your Site. You may also use Your Associate URL on Your Site or any other promotional materials for purposes of sending users to the Zazzle Site. In utilizing the Links and Your Associate URL, 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 URL 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 Zazzle Site, will in no way alter the look, feel or functionality of the Zazzle 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 customers who follow the Links provided by Zazzle from Your Site to the Zazzle Site or who directly access the Zazzle Site via Your Associate URL. 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 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 "MyZazzle" 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 Zazzle Site are properly formatted.
4. Referral Fees
We will place a forty-five day cookie in the browser of each user each time such user visits the Zazzle Site via the Links or Your Associate URL. Users may block or delete such cookie and the possible replacement of such cookie as a result of the user entering the Zazzle Site from a different destination or such blocking or deletion of the cookie may result in our inability to place or detect the cookie.
We will pay you referral fees equal to fifteen percent (15%) (the "Referral Fee Rate") of the Net Referral Sales we receive from users of Your Site who purchase Products by i) utilizing the Links to navigate between Your Site and the Zazzle Site or accessing the Zazzle Site via Your Associate URL; and ii) and making a purchase as detected by the cookie described in the paragraph above. 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. Zazzle Custom Stamps are sold in sheets consisting of twenty (20) stamps per sheet (each a Sheet of Postage) and each stamp displays an image selected by customers, all in strict accordance with United States Postal Service rules and regulations.
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 Zazzle Site cannot be tracked by our system. If a visitor previously visited the Zazzle Site via the Link on Your Site or Your Associate URL and then later returns to the Zazzle Site via another Link or Associate URL, then referral fees will be paid to the party which most recently referred the visitor.
Only Products that are sold by us (as a result of Links to the Zazzle Site), shipped to a customer and for which we have received full payment will qualify for a referral fee. For a sale to generate a referral fee, the customer must follow a Link to the Zazzle Site or access the Zazzle Site via Your Associate URL, 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
We will pay you referral fees (at the Referral Fee Rate) on a monthly basis. Approximately forty-five (45) days following the end of each month, we will send you a check or payment by email as we determine for the commissions and/or fees earned on Products that we shipped during that month, less any taxes that we are required by law to withhold. If the referral fees payable to you for any month are less than fifty dollars ($50.00) (the "Referral Fee Floor"), we will hold those referral fees until the total amount due is at least equal to the Referral Fee Floor. If Products that generated a referral fee are returned by the customer, we will deduct the corresponding referral fee from your next monthly payment. If there is no subsequent payment, we will send you a bill for the fee, which bill must be paid upon receipt. The Referral Fee Floor 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 Floor, pursuant to the provisions of Section 12 of this Agreement.
6. Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of Zazzle. 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 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
We will make available to you a small graphic image that identifies Your Site as a Program participant. You must display the image or the phrase "In association with Zazzle.com" somewhere on Your Site. We may, or may require you to, modify the text or graphic image of this notice from time to time. 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 applicable laws and regulations in promoting Your Site.
8. Non-Exclusive Limited License and Use of Zazzle Inc. Logos and Trademarks
Subject to the terms of this Agreement and the Zazzle User Agreement, we grant you a nonexclusive, nontransferable, revocable right to use the graphic image and text described in Section 7 and other text or images for which we grant express permission (the "Licensed Materials"), solely for the purpose of identifying Your Site as a Program participant and to assist in generating Product sales. 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. 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.
9. Non-Exclusive Limited License and Use of Associate Logos and Trademarks
You grant us a non-exclusive license to utilize your names, titles and logos, trademarks (collectively the "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. 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.
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. 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 commission payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn commissions on sales occurring during the term of the Agreement, and commissions 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 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 Zazzle 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 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 ZAZZLE SITE OR RECEIPT OF AN EMAIL NOTICE OF THE CHANGE, WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
13. Relationship of Parties
You and we 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 (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "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, Zazzle 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 the "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) or any claim related to Your Site; or (iv) any unauthorized use of button 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.