Store Owner Agreement
Effective February 22, 2010
This Agreement contains the terms and conditions under which Prinfection.com offers its Store Owner Service. The Store Owner Service (“SOS”) allows you to operate your own on-line store located on Printfection.com to sell your custom made merchandise created through Prinfection.com’s SOS and Design a Product Service. Any capitalized terms that are not herein defined have the same meaning given to them in Printfection.com’s Terms of Service (“TOS”). Your use of the SOS constitutes your affirmative and binding acceptance of this Agreement.
Service Agreement and Other Relevant Documents
This Agreement provides for the terms and conditions under which the SOS is provided. If you decide to utilize the SOS, you will still be bound by Printfection.com’s TOS, including all related rules, policies and procedures. Printfection.com’s TOS and all related rules, policies and procedures are herby incorporated by reference. In the case of a conflict between the TOS and this Agreement concerning the SOS, this Agreement shall govern, and its provisions shall be given precedence.
Setting up an Account
In order to use the SOS you must first open a Store account with Prinfection.com (your “Store Account”). Store Accounts may be set up through our on-line process. After opening a Store Account you must give us complete contact information including your full legal name, your current address, phone number, and e-mail. If you do not provide all of the above information, you will not be able to sell Products “for profit” using the SOS. If any of the above information changes you must immediately notify Prinfection.com. Failure to do so may result in Printfection.com immediately terminating your Store Account. For security purposes, you will also have to select a password for your Store Account in order to prevent access to your Store Account by an unauthorized third party. To protect the security of your Store Account as well as the SOS in general, you must notify Printfection.com in the event you believe that your password or the security of your Store Account has been compromised.
3.1 Delivery of Content to Printfection.com. You must deliver to Printfection.com all Content you wish to use in conjunction with the SOS electronically through the Web Site. This includes but is not limited to, all artwork, graphics or text used with respect to the Products (“Content”), to be used with the Design a Product Service, and all other Content that may be utilized in your product packaging or marketing.
3.2 Licenses, Approvals, or Consents. If you are not the creator of the Content you are using, or your artwork is based on another work, including but not limited to any piece of art, drawing, painting, illustration, sculpture, photograph, book, story, manuscript, film, song or musical piece, you must provide Printfection.com with all appropriate and necessary consents, approvals or licenses, at the request of Printfection.com.
3.3 Amounts owed to Third Parties. You are solely responsible for all costs associated to any content you deliver to Printfection.com including but not limited to any creation costs you incurred in creating the content or licensing fees owed to third parties to use the Content.
Licensing Content to Printfection.com
By the act of uploading your Content to the Web Site, you grant Printfection.com a royalty free, worldwide, transferable, nonexclusive license with the right to sublicense, to such Content, in all media now or in the future for the purpose of 1) creating the Products you design through the SOS or Design a Product Service; 2) facilitate your design, production, marketing and retail sale of the Products through your Store; 3) promotion of your Store and Products, or the Web Site, Design a Product Service and the SOS in general. This section only gives Prinfection.com a right to use your Content in a limited manner; it does not transfer any rights or ownership of the content to Printfection.com. All ownership rights in or to the content shall remain the property of the respective owners.
Store Owner Responsibilities
5.1 Conduct. At all times in your use of the Services you must act in a businesslike manner, utilizing common sense and a general respect for Printfection.com and third parties and act in accordance with all applicable laws and regulations. As the owner of the Store, you must assure that all of your employees, agents, or independent contractors, as well as any Content contained in the Store comply with the terms and conditions of the TOS, this Agreement and all ancillary agreements, and all applicable laws, regulation and rules.
5.2 Content. You agree that you will adhere to the User Supplied Content Policy. Additionally, you may not produce, design, or sell any Products that are 1) generally offensive or inappropriate as determined by Printfection.com in its sole discretion; 2) obscene or pornographic; 3) libelous, slanderous or otherwise defamatory; 4) designed or intended to harass, threaten, or intimidate others; 5) in violation of any applicable rule, law regulation or ordinance; 6) exploits the images or likeness of minors; or 7) infringing on any right of a third party including, but not limited to any rights relating to trademarks, copyrights, trade secret, trade dress, patent, right of publicity, or rights of privacy.
Marketing and Advertising
6.2 Prohibited Forms of Marketing. As a Store Owner, you are prohibited from using unsolicited email or message board postings, junk and blast faxes, and unsolicited personal or recorded phone calls (collectively “spam”) to market or advertise your Store. Additionally, you may not directly or indirectly attempt to change, modify, or unduly influence the operation of the Printfection.com shopping mall, Store directory, or Web Site search engine to your benefit.
6.3 Linking From Your Store. You may place links to other websites on your Store. However, Printfection.com reserves the right to remove or otherwise prohibit any internet links to websites that, in the discretion of Printfection.com, violate any of Printfection.com’s TOS, Rules, Policies, Procedures, could subject Printfection.com to harm or legal liability or would otherwise harm or tarnish the reputation of Printfection.com.
6.4 Use of Third Party Advertising. You may use third party advertising to advertise your store in various medium, including without limitation, print and online advertising such as pay per click internet advertising. You may include the specific web address of your Store, however you may not use or refer to Printfection.com or any of its trademarks in any such advertisement or marketing materials. Television or Radio advertising is not permitted without the express written consent of Printfection.com.
6.5 Advertising by Printfection.com. Printfection.com, may at its option, but is under no compulsion, to promote your Products by featuring them in newsletters, or on the Web Site, through directories on the website, by referrals, or highlighting your products in communications with third parties. You shall not be responsible for compensating Printfection.com for any promotion of your Store or Products which is undertaken by Printfection.com.
Your Compensation and Payment of Fees
7.1 Your Commission. If you are selling your goods “for profit” (i.e. for more than the cost to you), you will receive a commission on every product sold. Your commission shall be calculated by taking the retail price of the Products you have sold and subtracting the Total Cost of the Products. The current Total Cost of the products offered by Printfection.com is contained in the Pricing and Discounts Schedule and is a flat cost to you, inclusive of all set-up, printing, and inventory costs. Shipping charges are paid by the buyer, and the entire order will be handled directly by Printfection.com.
7.2 Payment of Commissions. Commissions shall accrue in your store account until they are equal or greater than the commission threshold level you have selected in the payment information section of your Store Account. Printfection.com shall make payment to you no later than 60 days after the end of the month in which your accrued commission has reached or exceeded your threshold level. All commission payments are payable by paper check only. Printfection.com reserves the right to send commission payments to you before your accrued commissions reach your chosen threshold amount. If your accrued commission is less than your threshold for more than 365 consecutive days, Printfection.com may, at its option, send you the outstanding accrued commission. Upon termination of your Store Account with Printfection.com, Printfection.com shall pay you the then outstanding accrued commissions.
7.3 Returned Commission Checks. Unless otherwise agreed by both parties in writing, if a commission payment is returned to Printfection.com due to your failure to maintain accurate and up to date contact information with Printfection.com, and the funds remain outstanding for 12 consecutive months, Printfection.com may donate in your name the amount of commission due to you to any 501(c)(3) charitable nonprofit organization in Printfection.com’s sole discretion. Any such donation shall reduce Printfection.com’s obligations to you on a dollar for dollar basis.
7.4 Taxes. If you are selling your Products “for profit”, you must provide your federal taxpayer information as required by the IRS to Printfection.com prior to the commencement of any sales through your Store. Printfection.com reserves the right to suspend or deactivate any Store for which proper taxpayer information has not been provided.
General Terms and Conditions
8.1 Amendments or Modifications. Printfection.com reserves the right to add, delete, or modify in any way and in its sole discretion, any of the terms and conditions contained in this Agreement. You may be notified of any changes of this Agreement in the same manner as provided for in the TOS. If any change is unacceptable to you, your only recourse is to terminate this Agreement and discontinue your use of the SOS. Your continued use of the SOS, following the notice of a change to this Agreement shall constitute affirmative binding acceptance of the changes.
8.2 Indemnification. You hereby indemnify, defend and hold Printfection.com harmless for any claim arising out of, related to, or connected in any manner with your alleged breach of the TOS while using the SOS as specified in Section 8 of the TOS. You further indemnify Printfection.com against any claim based on facts that if true, would constitute a breach of this Agreement. Printfection.com may withhold any commissions or other compensation it may owe you in order to satisfy the indemnification obligation.
8.3 Termination. You may terminate this agreement and your Store Account at any time, for any reason, by contacting us through our web form. Printfection.com in its sole discretion may suspend or terminate your use of the SOS, remove any store and all of its Content from Printfection.com servers, and prohibit you from opening new Stores. After termination either by you or by Printfection.com, Printfection.com may remove all Content or other materials from its servers without any liability to you or any other third party and deny you or any third party access to the Store. After termination of this Agreement by either party, you must immediately cease any and all marketing and advertising activities for the Store and cease any representations of affiliation with Printfection.com or the SOS.
8.4 Survival. The following sections and obligations shall survive the termination of your Store Account: 1, 3.2, 3.3, 4, 6.1, 7, 8.2, 8.3, 8.4.