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The following terms and conditions (“Terms and Conditions” or “Agreement”) are a legally binding agreement between the affiliate of the Printesta Affiliate Program (“you”, the “Publisher” or “Affiliate”) and Printesta Incorporated (“we” or the “Company”) in relation to the Printesta Affiliate Program (the “Program”).


1. APPLICATION OF TERMS
1.1 These Terms and Conditions apply to the application for, and participation in, the Program.
1.2 The Affiliate may not participate in the Program unless it acknowledges and accepts these Terms and Conditions and indicates its acceptance (by ticking box) on the Printesta Affiliate Program application form on the affiliate network provider’s
(Impact Radius) website (the “Affiliate Network Provider” or
“Affiliate Network”).
1.3 The Affiliate may not apply to, or participate in, the Program if the Affiliate or its representative (i) are not of legal age to form a binding legal contract with the Company; or (ii) are otherwise precluded from participating in the Program under the laws of their country of residence.
1.4 These Terms and Conditions may be periodically updated. In this case, an updated copy will be available on the Printesta website and the Affiliate Network Provider will inform the Affiliate. When the Company posts changes to the Terms and Conditions, the "Last Update" date at the top of Terms and Conditions will be presented. If the Affiliate continues to participate in the Program after receiving notification of the amendments to the Terms and Conditions, the Affiliate is deemed to have affirmatively accepted the updated Terms and Conditions. If, on the other hand, following any changes, the Affiliate decides not to continue with its participation in the Program, the Affiliate is required to terminate its participation in writing via email to (i) the Affiliate Network or (ii) the Printesta Affiliate Marketing Team.

2. ENROLLMENT
2.1 A potential Affiliate must submit a complete application via the Affiliate Network Provider (Impact Radius).
2.2 Affiliates are allowed to open more than one Affiliate Account on the Printesta Program. In this event, commissions sales will only be rewarded to the Affiliate for the “last click sales” (i.e., commissions will be paid to a sole Affiliate regardless of the number of accounts of the same Affiliate through which the website-user landed on the Company’s website before the transaction was performed).
2.3 The Company, and/or the Affiliate Network Provider, will evaluate each application and notify the potential Affiliate of their acceptance or rejection to the Program. Company may reject any application if it is determined, at the Company’s sole and absolute discretion, that the submitted application or the related Affiliate’s website is unsuitable for the Program.
2.4 Unsuitable websites include, without limitation, those which:

a)    infringe trademark rights of the Company or of any third parties, or otherwise violate the rights of any third party;
b)    contain sexually explicit materials;
c)    contain hate/violent/offensive/discrimination content;
d)    promote discrimination/hate based on race, sex, religion, nationality, disability, sexual orientation, or age;
e)    promote illegal activities or otherwise violate any applicable laws, including without limitation: (i) viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs; or (ii) any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation to any person;
f)    violate any intellectual property rights of the Company or of any third parties, including, without limitation, scraping text or images from the Company’s website;
g)    are otherwise considered to be offensive or inappropriate by the Company.
2.5 If either the Company or the Affiliate Network Provider rejects the application, potential Affiliates may re-apply to the Program at any time.
2.6. If the Company and the Affiliate Network Provider accept the Affiliate’s application and its website is thereafter determined unsuitable, the Company reserves further right to terminate this Agreement and consequently the Affiliate’s participation in the Program, (which is based on the Company’s sole discretion), at any time by providing the Affiliate with a 7 days’ written notice, save for the event of immediate termination under art. 3.2 below.

3. TERM AND TERMINATION
3.1 These Terms and Conditions are concluded for an indefinite term, and shall remain in full force and effect for the whole time during the Affiliate’s participation in the Program.
3.2 The Company may terminate the Affiliate’s participation in the Program at any time, immediately without prior notice, in case of breach of any of herewith listed Terms and Conditions.  3.3 In case of termination of the participation in the Program for whatever reason (whether it be due to termination of the agreement between the Affiliate and the Affiliate Network Provider or otherwise), the Affiliate shall immediately (i) return to the Company any confidential information in its possession, custody and control; (ii) cease all uses of any trade names, trademarks, service marks, logos and other designations of the Company or its licensors; (iii) remove all Company banners from its website and disable any links to the Company’s website therefrom.
3.4 The termination of the Affiliate’s participation in the Program will not release the Affiliate of any liability arising from any breach of these Terms and Conditions occurring prior to such termination.

4. AFFILIATE OBLIGATIONS AND RESPONSIBILITIES
4.1 General
4.1.1 Affiliate shall only engage in advertising, marketing and promotional efforts which do not violate any law and which reflect positively the business reputation of the Printesta brand. 4.1.2 Affiliate shall not establish nor use any social network profiles, domains, blog domain, profile name or display name containing “Printesta” or any variation, including but not limited to Printesta.com, or similar.
4.1.3 Furthermore, Affiliates operating within social environments must communicate under their affiliate names to make it clear that they are operating separately to Printesta.
4.1.4 Affiliates are prohibited from using Twitter or Facebook hash-tags or name-tags when posting comments which could be construed as negative to the Printesta brand.
4.1.5 If an Affiliate posts on an existing community website any content referring to Printesta, it must be clear to community members that it is acting as an affiliate of Printesta.
4.1.6 If an affiliate receives any complaints from its users regarding Printesta services, it should not reply directly but forward the complaint via email to Printesta within 24 hours.
4.1.7 Except for the Affiliate’s right to receive commissions in accordance with clause 5, an Affiliate will not be entitled to any costs or payments and shall bear all costs and expenses incurred by it in connection with the advertising, marketing and promotion of Printesta products and services to the Affiliate’s customers with the Printesta Affiliate Program.
4.1.8 The Affiliate will be free to choose the advertising and marketing promotional means it believes most functional as well as the amounts to invest. However, the Company reserves the right to terminate the Agreement in case the Affiliate does not sufficiently engage in advertising activity.
4.1.9 This Agreement does not authorize the Affiliate to use the trademark “Printesta” as well as the other distinctive signs of the Company, except for the uses expressly permitted herein.
4.2 KEYWORDS AND BIDDING
4.2.1 Affiliates are not permitted to bid on or use any Printesta trademarks to gain preferential listings on search engines or directories or any other kind of online database. The Affiliate acknowledges that it is aware that the Company continually monitors search engine activity, in particular, but without limitation, across Google, MSN, Bing, Yahoo!, Yandex, and Ask.
4.2.2 Affiliates shall NOT purchase any domains that include the word “Printesta”, any variation or misspell thereof and shall NOT bid on any keywords or keyword phrases that include the word “Printesta”, any variation or misspell thereof, in any format, in relation to any pay-per-click (PPC) search engine or any advertising system based on keywords.
4.2.3 Additionally, Affiliates are restricted from using any Printesta trademarks, as well as any variations or misspells of “Printesta”, in URLs. This includes, but is not limited to, the use of such URLs for indexing in the following search engines: Google, MSN, Bing, Yahoo!, Yandex and Ask.
4.2.4 Affiliates shall NOT use the name “Printesta” as “branded term + generic terms” to gain preferential listings on any search engines, directories or any other kind of online database, including without limitation Google, MSN, Bing, Yahoo!, Yandex and Ask. For example, ‘Printesta Folded Flyers’’ or ‘Roll Sticker from Printesta’ are prohibited pursuant to this clause.
4.2.5 Affiliates are NOT permitted to bid on any of the Company’s competitors’ brand terms to drive traffic to the Printesta website. The Company’s competitors include, but are not limited to: VistaPrint, Moo, Printed, Goodprint, Printexpress, Saxoprint, and Print24.
4.2.6 The Affiliate acknowledges the risks of Google’s extended/expanded broad match functionality. The Company strongly recommends that the Affiliate include the term “Printesta” as negative keywords on all campaigns, in order to negate the risk of appearing on Printesta brand terms. Additionally, misspells and close variations shall be also included in the negative keywords, to further negate the risk of appearing on Printesta brand terms.
4.2.7 All clicks must first land on the Affiliate’s site, and the website-user must click from the Affiliate’s site to
www.Printesta.com. Clicks must never land directly on
www.Printesta.com or any Printesta sites in any other country. Overlays and marked URLs are NOT permitted.
4.2.8 The Affiliate shall not set up any site which automatically redirects to www.Printesta.com.
4.2.9 The Affiliate shall not place any banners or links within unsolicited emails, unauthorized newsgroup postings, chat rooms or through the use of "bots". Traffic generated illegally will not be commissionable.
4.2.10 The Affiliate shall seek the advice of the Printesta account manager if there is any doubt about permitted behaviors pursuant to these Terms and Conditions.
4.3 ADVERTISING MATERIAL

4.3.1 The Affiliate agrees to fully cooperate with the Company in using and maintaining links and other promotional tools as supplied by the Company, or by the Affiliate Network Provider on the Company’s behalf. Furthermore, the Affiliate agrees to:

(i)    use the entire code for the banners, links and other promotional tools (including the tracking codes therein) and not to alter or remove any part of the code;
(ii)    display on Affiliate’s website(s) only those graphical or textual images that are provided by Company or by Affiliate Network Provider on the Company’s behalf;
(iii)    not to create and publish any material on the behalf of the Company without a prior written approval of the Company;
(iv)    use the updated images provided by Company or by the Affiliate Network Provider on Company’s behalf from time to time;
(v)    display such graphic and/or textual images prominently in relevant sections of Affiliate’s website(s); and
(vi)    display such graphic and/or textual images in accordance with any applicable time limits notified to the Affiliate via the Affiliate Network Provider’s website, and ensure that they are not displayed after the expiration of any applicable promotional periods relating to such graphic or textual images.4.3.2 The Affiliate undertakes not to copy or resemble the "look and feel" or layout of the Printesta website or otherwise represent to users that (i) its website represents the Company and/or the Printesta Business; (ii) misrepresent or embellish the relationship between the Affiliate and the Company; (iii) suggest that the Company endorses any products or services other than its own.

4.4 SPAM
4.4.1 The Company does not condone or endorse spam. Any Affiliate found to be actively engaged in spam activities will be removed from the Program. The commission will not be paid where it results from or is connected to spam activity.
4.4.2 The Affiliate shall not conduct unauthorized email Direct Marketing (eDM) communications aimed at advertising the Printesta brand. Classification of eDM communications that is not permitted includes, without limitation, (i) unsolicited emails
(spam), (ii) spam advertising and (iii) spoofing.
4.4.3 The Company employs strict eDM guidelines and policies for its affiliates, media and other third parties. The eDM guidelines and policies serve to protect the Printesta brand, and email reputation with customers, Internet Service Providers
(Google, AOL, Yahoo!, Hotmail, etc.) and spam services including Spam Cop, Spam Assassin, Goodmail, Bonded Sender and others.
4.4.4 The Affiliate undertakes to abide by all applicable regulations and employ best practices in all marketing email communications.
4.4.5 The Affiliate further acknowledges and agrees that subscribers and customers may incur expenses in dealing with Spam-generated email, and that the Company may potentially incur legal expenses and penalties as a result of unauthorized third party email communications. Consequently, the Affiliate undertakes to indemnify and hold harmless the Company for any costs incurred in this regard. In such cases, the Company shall determine the relevant amounts in good faith, which will be collectable by law as a debt owing to the Company.
4.5 COUPONS / PROMOTION CODES
4.5.1 If the Company engages in a tactical voucher
code/voucher redemption for both online and/or offline use, the Affiliate shall comply with the following rules in respect of promoting special offers, discounts and/or promotions:communications.
4.4.5 The Affiliate further acknowledges and agrees that subscribers and customers may incur expenses in dealing with Spam-generated email, and that the Company may potentially incur legal expenses and penalties as a result of unauthorized third party email communications. Consequently, the Affiliate undertakes to indemnify and hold harmless the Company for any costs incurred in this regard. In such cases, the Company shall determine the relevant amounts in good faith, which will be collectable by law as a debt owing to the Company.
4.5 COUPONS / PROMOTION CODES
4.5.1 If the Company engages in a tactical voucher
code/voucher redemption for both online and/or offline use, the Affiliate shall comply with the following rules in respect of promoting special offers, discounts and/or promotions:(i)    any website with a URL that contains any or all of the following terms, or derivatives of the following terms: “code”, “voucher code”, “promotional code”, “voucher” or “coupon”;
(ii)    any website which appears in search engine listings under any of the terms or derivatives of those set out in clause 4.5.2(i); and
(iii)    any website whose primary or main focus is to promote the use of voucher codes.

4.5.4 The Company may terminate the Affiliate’s participation immediately, without prior notice, in case of use of Unauthorized codes.
4.6 AFFILIATE WEBSITE
4.6.1 The Affiliate will ensure that, throughout the term of the Agreement, its website:

(i)    will remain active and operational throughout the year;
(ii)    adopts a top-level domain (by way of example only, www.yourname.com);
(iii)    delivers high or reasonably high standard quality experience (including ease of navigation) to visitors;
(iv)    complies with all terms and conditions, and guidelines issued by the Company including those contained or mentioned in this Agreement; and:
(v)    is located at the URL notified by the Affiliate to the Affiliate Network and/or Company upon application to the Printesta Affiliate Program.
4.6.2 The Company may, at its sole discretion, monitor or request that the Affiliate Network monitor, the Affiliate website, and shall notify the Affiliate of any aspect of its web site the Company reasonably considers unacceptable, inappropriate or out of date. The Affiliate undertakes to modify its web site to remove any such unacceptable, inappropriate or out of date aspects as soon as practicable and, in any event, no later than 7 days after being notified by the Company.
4.6.7 The Company and/or the Affiliate Network may perform ad hoc checks from time to time of the Affiliate web site to ensure that it complies with all the terms of the Agreement. 4.6.8 The Affiliate further acknowledges and agrees that the information about its Web Site (name, URL, traffic counts or similar) may be used by the Company for tracking usage and may be included in a list of websites on publicity or marketing materials.

5. COMMISSION PAYMENTS
5.1 Commissions will be paid by the Company in accordance with the terms of the agreement between the Affiliate and the Affiliate Network Provider as well as these Terms and Conditions. In case of any inconsistency or conflict between these Terms and Conditions and the terms of the agreement with the Affiliate Network Provider, these Terms and Conditions will prevail.
5.2 The Company has the right to determine the rate of commission payable and the terms on which it is payable, at its absolute discretion. If the Affiliate intends to perform audit procedures on commissions and/or on website-users’ data, it shall bear all the relevant costs the Company will incur to provide the Affiliates with the relevant documentation.
5.3 The Company will pay varying commission rates according(i)    any death or personal injury caused by the negligence of the Company; to the type of customer sale referred by the Affiliate. The primary customer types are, but not limited to, “new customer” (making their first paid order) or a “returning customer” (placing their 2nd or Nth order).
5.4 The Company shall notify the Affiliate of the rate of commission payable via:

(i)    the Affiliate Network Provider’s website;
(ii)    email to the Affiliate; or
(iii)    listed on www.Printesta.com.
The Company may vary the rate of payable commission at any time, on giving notice to the Affiliate via the same method. 5.5 The Affiliate shall receive commissions, payable in accordance with the Terms and Conditions and its agreement with the Affiliate Network Provider, via the Affiliate Network Provider and not directly from the Company. Where the Company has paid to the Affiliate Network Provider all commission payments due to the Affiliate pursuant to its participation in the Printesta Affiliate Program, the Company shall not be responsible for ensuring that the Affiliate receives such commission payments from the Affiliate Network Provider. 5.6 The Company shall not be responsible or liable for any liability arising from the Affiliate Network Provider’s acts, omissions or negligence.
5.7 If the Affiliate breaches any of the provisions set out under clause 4 above:

(i)    commissions due during the period of breach shall not be payable; and
(ii)    the Company may suspend or terminate the Affiliate’s participation in the Program immediately without notice to the Affiliate.
5.8 No commission is payable in respect of:

(i)    transactions made via Printesta Loyalty Program
(ii)    transactions made using invalid promotion/voucher codes;
(iii)    the cost of shipping, delivery or handling of goods;
(iv)    cancelled and returned orders;
(v)    non-commissionable items: tax, rush printing, free products and trial/sample packs (This list may be amended from time to time. Affiliates will be notified in advance of any changes);
(vi)    fraudulent transactions; and
(vii)    any other exclusion notified to the Affiliate from time to time.
5.9 A commission will become payable following the date a website-user accesses the Company’s website (the “Session Start Date”) by clicking on a link published by the Affiliate (the “Affiliate Link”) if the website-user makes a purchase on the Company’s website within 30 days from the Session Start Date. If the website-user, after visiting the Company’s website via the Affiliate Link, visits the Company’s website again through the links of other affiliates and makes the purchase, only the last affiliate link clicked by the website-user will be entitled to a commission. If the website-user, after visiting the Company’s website via the Affiliate Link, visits the Company’s website

again directly (i.e., not via third parties’ links) and makes the purchase after the “Session Start Date” Expiration, the Affiliate will not be entitled to a commission.


6. WARRANTIES AND INDEMNITIES
6.1 No advice or information, whether oral or written, obtained by the Affiliate from the Company in relation to the Program shall create any warranty not expressly stated in these Terms and Conditions. The Company expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement of third party rights. Additionally, the Company also disclaims any warranties as to the performance of the Program or the number of visitors who click on a link from the Affiliate’s website to the Company’s website.
6.2 The Affiliate expressly understands and agrees that the Company, its subsidiaries and affiliates, and its licensors and service providers, shall not be liable for:

(i)    any indirect, incidental, special, or consequential damages which may be incurred by the Affiliate, however caused;
(ii)    any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data;
(iii)    any loss or damage as a result of: (a) any changes which the Company may make to the Program, or for any permanent or temporary suspension in the provision of the Program (or any features within the Program); (b) the deletion of, corruption of, or failure to store, any content and other communication data stored or transmitted by or through the use of the Program; or (c) failure from the Affiliate to keep its password or account details secure and confidential.
6.3 The limitations on the Company’s liability above shall apply whether or not the Company has been noticed of or should have been aware of the possibility of any such losses. In any case, nothing in this Agreement will limit or restrict any liability of the Company for:
(ii)    any loss arising out of any fraudulent misrepresentation; or
(iii)    any other liability which cannot be excluded.
6.4 The Affiliate warrants that:(i)    its acceptance of the Terms and Conditions does not breach any other agreements to which it is a party;
(ii)    it has duly registered the domain names of its website(s) which will be linked to the Company’s website; and
(iii)    the Affiliate’s website(s) (including without limitation all content, text, images, software, media and other materials which the Affiliate has placed within its website(s)) is proprietary to or licensed by the Affiliate and does not and will not infringe upon or violate any copyright, patent, trademark or other proprietary third party right.

6.5 The Affiliate will indemnify and hold harmless the Company, its officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable legal fees) directly or indirectly arising from or relating to any breach of these Terms and Conditions, or any act or omission of the Affiliate in relation to the Printesta Affiliate Program.


7. GENERAL
7.1 The Affiliate shall not assign, transfer, charge, create a trust over or otherwise deal in its rights and/or obligations under these Terms and Conditions (or purport to do so) without the Company’s prior written consent.
7.2 The Affiliate shall not subcontract the performance of any or all of its obligations under these Terms and Conditions without the Company’s prior written consent.
7.3 Unless the right of enforcement is expressly granted, it is not intended that any provision of these Terms and Conditions shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Terms and Conditions.
7.4 A failure or delay by either party to exercise any right or remedy under these Terms and Conditions shall not be construed or operate as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy.
7.5 Without prejudice to the Company’s agreement with the Affiliate Network Provider, these Terms and Conditions represent the entire terms agreed between the parties in relation to their subject matter and supersede all previous contracts or arrangements (including any usage or custom and any terms arising through any course of dealing) of any kind between the parties relating to their subject matter.
7.6 Nothing in these Terms and Conditions, and no action taken by the parties pursuant to these Terms and Conditions, shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever. No party shall have the authority to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
7.7 Each of the provisions contained in these Terms and Conditions shall be construed as independent of every other such provision, so that if any provision of these Terms and Conditions shall be determined by any court or competent authority to be illegal, invalid and/or unenforceable then such determination shall not affect any other provision of these Terms and Conditions, all of which other provisions shall remain in full force and effect.
7.8 These Terms and Conditions shall be governed by and construed in accordance with English law.