The
PrintGlobe Affiliate Program Agreement contains the terms
and conditions to your participation as an Affiliate in
the PrintGlobe Affiliate Program; including conditions
for the use of graphical banners and text links from your
affiliate web site to our web site, www.printglobe.com.
Please read through the entire agreement and when you're
ready to join, click on the "Join Now!" link
at the bottom of the page. By submitting your application,
you will have agreed to all terms set forth below.
1)
Joining the PrintGlobe Affiliate Program - To join,
submit a complete Affiliate Program application through
our site. Our staff will review your application and notify
you of your acceptance or rejection within 2 business
days. We may reject your application if we determine that
your site is unsuitable for any reason, including, but
not limited to, inclusion of content that is in any way
unlawful, harmful, threatening, defamatory, obscene, harassing,
or racially, ethnically, or otherwise objectionable. If
we reject your application, you are welcome to reapply
to the Affiliate Program at any time. If we accept your
application and your site is thereafter determined (in
our sole discretion) to be unsuitable for our Affiliate
Program, we may terminate this Agreement.
Once
your application is approved, you will receive and email
welcoming you to the program. This email will contain
the username/password combination created when you joined
and a link to the Affiliate Administration Center. Just
log in and start placing banners and/or text links on
your site!
2)
Promotion of the Affiliate program - As an Affiliate
participant, we will make available to you via our Affiliate
Administration Center a variety of graphical banners and
text links, which, subject to the terms of use herein,
you may display as often and in as many areas on your
site as you desire. These banners and text links will
serve to identify your site as a member of our Affiliate
Program and will establish a link from your site to ours.
To permit accurate tracking, reporting, and referral fee
accrual, we will provide you with html code to be pasted
into your site. You must ensure that you not alter this
code in any way, as the reporting functionality can be
lost. Printglobe is not responsible for damage or loss
of commissions due to the alteration of the affiliate
code provided.
In
utilizing the links, you agree that you will cooperate
fully with us in order to establish and maintain such
links. You also agree that you will display in your site
only those graphical banners and text links that are provided
by us, and you will substitute such images with any new
images provided by us from time to time throughout the
term of this Agreement. All Affiliate Sites shall display
such graphical banners and/or text links prominently in
relevant sections of their site. All links may be modified
and/or expanded from time to time throughout the term
of this Agreement pursuant to the mutual agreement of
the parties hereto. Each banner and link connecting users
of your site to the pertinent area of our site will in
no way alter the look, feel, or functionality of our site.
*
Affiliates must accurately promote PrintGlobe's products,
prices, promotions and is prohibited from displaying misleading
or false information about PrintGlobe, its products or
offerings.
3)
PrintGlobe Responsibilities - We will be responsible
for providing all information necessary to allow you to
make appropriate links from your site to our site. We
will be solely responsible for processing every order
placed by a customer following a special link from your
site, for tracking the volume and amount of sales generated
by your site, and for providing information to Affiliate
Sites regarding sales statistics. We will be responsible
for order entry, payment processing, shipping, cancellations,
returns, and related customer service. All reporting information
is available in real time via our Affiliate Administration
Center.
4)
Commission Types/Amounts - PrintGlobe offers a Two-tier
Affiliate program, Tier-1 and Tier-2. Tier-1 affiliates
earn 5% of the total order on all sales for the life of
that customer. This applies to any and all PrintGlobe
product offerings. As an added incentive, Tier-1 affiliates
can promote the PrintGlobe Affiliate Program by signing
up Tier-2 affiliates, earning an additional 2% commission
on all sales made through those affiliates that sign up
under you (Sign up a Tier-2 affiliate, earn 2% from their
orders!!).
5)
Commission Payment - When the total commission payment(s)
due to you exceed $25.00 at the end of any calendar month,
you will be paid by a company check for the applicable
commission (less any taxes required to be withheld under
applicable law) and a statement of activity will be provided
to you. Such commission checks and statements of activity
will be sent approximately 30 days after the end of each
calendar month and will be paid in US Dollars only. However,
if the commissions due to you for any calendar month are
less than $25, we will hold such commissions until the
total amount due is at least $25 or (if earlier) until
this Agreement is terminated.
6) Affiliate Administration Center - Is a password-protected
area of our site that provides affiliates an administration
console to check daily statistics related to their affiliate
accounts. This area also provides the necessary banners
and text links (html code) available for creating tracking
links from your site to ours.
7)
Policies and Pricing - Customers who buy PrintGlobe
products through the Affiliate Program will be deemed
to be customers of PrintGlobe, Inc. Accordingly, all of
our rules, policies, and operating procedures concerning
customer orders, customer service, and PrintGlobe product
sales will 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 PrintGlobe
products sold under the Affiliate Program in accordance
with our own pricing policies. Prices and availability
of PrintGlobe products 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 use commercially
reasonable efforts to present accurate information, but
we cannot guarantee the availability or price of any particular
product.
8)
Publicity - You shall not create, publish, distribute,
or permit any written material that makes reference to
us without first submitting such material for review and
receiving our written consent, which we agree shall not
be unreasonably withheld.
9)
Licenses and Use of the PrintGlobe, Inc. Logos
and Trademarks -
(a)
WE GRANT YOU A NON-EXCLUSIVE, NONTRANSFERABLE, REVOCABLE
RIGHT TO (i) ACCESS OUR SITE THROUGH THE LINKS SOLELY
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii)
SOLELY IN CONNECTION WITH SUCH LINKS, TO USE THE PRINTGLOBE
TRADEMARK AND LOGO AND SIMILAR IDENTIFYING MATERIAL RELATING
TO US (BUT ONLY IN THE FORM(S) THAT THEY APPEAR IN OUR
AFFILIATE ADMINISTRATION CENTER) (COLLECTIVELY, THE "LICENSED
MATERIALS"), FOR THE SOLE PURPOSE OF LINKING YOUR SITE
TO OUR SITE, WHERE YOUR USERS CAN PURCHASE PRINTGLOBE
PRODUCTS. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED
MATERIALS IN ANY WAY. YOU ARE ONLY ENTITLED TO USE THE
LICENSED MATERIALS TO THE EXTENT THAT YOU ARE A MEMBER
IN GOOD STANDING OF THE AFFILIATE PROGRAM. (b) You shall
not make any specific use of any Licensed Materials for
purposes other than selling PrintGlobe products on your
site for PrintGlobe, without first submitting a sample
of such to us and obtaining the prior written consent
of your PrintGlobe account executive, which consent shall
not be unreasonably withheld. You agree not to use the
Licensed Materials in any manner that is disparaging or
that otherwise portrays us in a negative light. We reserve
all of our rights in the Licensed Materials and of our
other proprietary rights. You hereby acknowledge our exclusive
ownership of and rights to use the Licensed Materials
and agree that all goodwill arising from use of the Licensed
Materials shall inure to our benefit. We may revoke your
license at any time, by giving you written notice. (c)
You grant to us a non-exclusive license to utilize your
names, titles, and logos (the "Affiliate Trademarks"),
to advertise, market, promote, and publicize in any manner
our rights thereunder; provided, however, that we shall
not be required to so advertise, market, promote, or publicize.
This license shall terminate upon the effective date of
the expiration or termination of this Agreement.
10)
Your Site Responsibilities - You will be solely responsible
for the development, operation, and maintenance of your
site and for all materials that appear on your site. Such
responsibilities include, but are not limited to, the
technical operation of your site and all related equipment;
creating and posting product reviews, descriptions, and
references on your site and linking those descriptions
to our catalogue; the accuracy and propriety of materials
posted on your site (including, but not limited to, all
PrintGlobe Product-related materials); ensuring that materials
posted on your site do not violate or infringe upon the
rights of any third party and are not libelous or otherwise
illegal. We disclaim all liability for all such matters.
Further, you will indemnify and hold us harmless from
all claims, damages, and expenses (including, without
limitation, attorneys' fees) relating to the development,
operation, maintenance, and contents of your site. You
hereby agree that your site will not, in any way, copy
or resemble the look and feel of our site nor will you
create the impression that your site is our site or is
a part of our site, nor will you frame any page on the
PrintGlobe site being viewed by a user of your site who
links to the PrintGlobe site through a link. You also
hereby agree that your site will not contain any content
of our site or any materials which are proprietary to
PrintGlobe, except (i) with our prior permission, or (ii)
materials which are obtained by you via the PrintGlobe
"Affiliate Administration Center" in accordance with the
provisions hereof or the policies or instructions thereon.
You further hereby agree that (i) your domain name does
not and will not contain the words "PrintGlobe.com," and/or
"PrintGlobe" or any variation thereof (collectively, the
"PrintGlobe marks"), and (ii) that you will not purchase
or otherwise contract with a third party to exploit any
of the PrintGlobe marks for the purpose of causing the
Affiliate site to appear as a search result or for any
other reason.
11)
Term of the Agreement - The term of this Agreement
will begin upon our acceptance of your Affiliate 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 written
notice of termination. Upon termination of this Agreement
for any reason, you will immediately cease use of, and
remove from your site, all links to our site, and all
PrintGlobe trademarks, trade dress and logos, and all
other materials provided by or on behalf of us to you
pursuant hereto or in connection with the Affiliate Program.
You are only eligible to earn commission on sales occurring
during the term, and commissions earned through the date
of termination will remain payable only if the related
PrintGlobe product orders are not canceled or returned.
We may withhold your final payment for a reasonable time
to ensure that the correct amount is paid.
12)
Modification - We may modify any of the terms of use
contained in this Agreement at any time, in our sole discretion,
by posting a change notice or new agreement on our site.
Modifications may include, but are not limited to, changes
in the scope of available commissions, commission duration
for affiliate referred customers, commission schedules,
payment procedures, and affiliate program rules. IF ANY
MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE
IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION
IN THE AFFILIATE PROGRAM FOLLOWING OUR POSTING OF A CHANGE
NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING
ACCEPTANCE OF THE CHANGE.
13)
Relationship of Parties - You and PrintGlobe 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.
14)
Disclaimers - We make no express or implied warranties
or representations with respect to the Affiliate Program
or any PrintGlobe products sold through the Affiliate
Program (including, without limitation, warranties of
fitness, merchantability, non-infringement, or any implied
warranties arising out of course of performance, dealing,
or trade usage). In addition, we make no representation
that the operation of our site will be uninterrupted or
error free, and we will not be liable for the consequences
of any interruptions or errors.
15)
Representations and Warranties - You hereby represent
and warrant to us as follows: (a) This Agreement has been
duly and validly executed and delivered by you and constitutes
your legal, valid, and binding obligation, enforceable
against you in accordance with its terms. (b) The execution,
delivery, and performance by you of this Agreement and
the consummation by you of the transactions contemplated
hereby will not, with or without the giving of notice,
the lapse of time, or both, conflict with or violate (i)
any provision of law, rule, or regulation to which you
are subject, (ii) any order, judgment, or decree applicable
to you or binding upon your assets or properties, (iii)
any provision of your by-laws or certificate of incorporation,
or (iv) any agreement or other instrument applicable to
you or binding upon your assets or properties. (c) You
are the sole and exclusive owner of the Affiliate Trademarks
and have the right and power to grant to us the license
to use your trademarks in the manner contemplated herein,
and such grant does not and will not (i) breach, conflict
with, or constitute a default under any agreement or other
instrument applicable to you or binding upon your assets
or properties, or (ii) infringe upon any trademark, trade
name, service mark, copyright, or other proprietary right
of any other person or entity. (d) No consent, approval,
or authorization of, or exemption by, or filing with,
any governmental authority or any third party is required
to be obtained or made by you in connection with the execution,
delivery, and performance of this Agreement or the taking
by you of any other action contemplated hereby. (e) There
is no pending or, to the best of your knowledge, threatened
claim, action, or proceeding against you, or any affiliate
of yours, with respect to the execution, delivery, or
consummation of this Agreement, or with respect to the
Affiliate Trademarks, and, to the best of your knowledge,
there is no basis for any such claim, action, or proceeding.
(f) You are an adult of at least 18 years of age.
16)
Confidentiality - Except as otherwise provided in
this Agreement or with the consent of the other party
hereto, each of the parties hereto agrees that all information
including, without limitation, the terms of this Agreement,
business and financial information, customer and vendor
lists, and pricing and sales information, concerning us
or you, respectively, or any of our Affiliates provided
by or on behalf of any of them shall remain strictly confidential
and secret and shall not be utilized, directly or indirectly,
by such party for its 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 through a source or sources other than such party
hereto or its affiliates. Notwithstanding the foregoing,
each party is hereby authorized to deliver a copy of any
such information (a) to any person pursuant to a subpoena
issued by any court or administrative agency, (b) to its
accountants, attorneys, or other agents on a confidential
basis, and (c) otherwise as required by applicable law,
rule, regulation, or legal process including, without
limitation, the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder, and
the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.
17)
Limitation of Liability - WE WILL NOT BE LIABLE FOR
INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS
OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH
THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER,
OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT
AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS
PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
18)
Indemnification - You hereby agree to indemnify and
hold harmless PrintGlobe, Inc. and its subsidiaries and
affiliates, and their directors, officers, employees,
agents, shareholders, partners, members, and other owners,
against any and all claims, actions, demands, liabilities,
losses, damages, judgments, settlements, costs, and expenses
(including reasonable attorneys' fees) (any or all of
the foregoing hereinafter referred to as "Losses") insofar
as such Losses (or actions in respect thereof) arise out
of or are based on (i) any claim that our use of the Affiliate
Trademarks infringes on any trademark, trade name, service
mark, copyright, license, intellectual property, or other
proprietary right of any third party, (ii) any misrepresentation
of a representation or warranty or breach of a covenant
and agreement made by you herein, or (iii) any claim related
to your site, including, without limitation, content therein
not attributable to us.
YOU
ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE
TO ALL ITS TERMS OF USE. 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 WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED
THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM
AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE,
OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
19)
Miscellaneous - This Agreement will be governed by
the laws of the United States and the State of Texas,
without reference to rules governing choice of laws. Any
action relating to this Agreement must be brought in the
federal or state courts located in the State of Texas,
and you irrevocably consent to the jurisdiction of such
courts. You may not assign this Agreement, by operation
of law or otherwise, without our prior written consent.
Subject to that restriction, this Agreement will be binding
on, inure to the benefit of, and enforceable against the
parties and their respective successors and assigns. Our
failure to enforce your strict performance of any provision
of this Agreement will not constitute a waiver of our
right to subsequently enforce such a provision or any
other provision of this Agreement. If a court having competent
jurisdiction declares any provision of this Agreement
invalid or unenforceable, the remainder of the Agreement
shall continue in full force and effect.