Effective Date: July 19, 2012
Welcome to the CafePress Content Owner Agreement ("Agreement"). This Agreement contains the terms and conditions under which CafePress offers the "Content Owner Service" or "COS" (defined below). This Agreement also incorporates by reference all of the terms and condition of the Terms of Service ("TOS") which shall apply to all Content Owners. Use of the COS constitutes your agreement to and acceptance of this Agreement. If you do not agree to this Agreement, you may not use the Content Owner Service. CafePress reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the CafePress Website. In the event of any conflict between this Agreement and TOS, this Agreement shall govern. In the event of substantive changes to the terms of this Agreement, you may be notified by email within 14 days of the changes. If any change is unacceptable to you, your only recourse is to not use the COS. Your continued use of the COS following posting of a change notice or new agreement on the CafePress Website will constitute binding acceptance of the changes.
Please note that at this time the COS is only available to www.cafepress.co.uk users in United States currency. For example, all prices set by you for products that you sell through the COS will be in U.S. dollars.
This Agreement incorporates the following agreements and policies:
1.1 Content Owner Service. This Agreement sets forth the terms and conditions under which CafePress provides its service that will allow you to create, produce, market, purchase and sell Products through shops and in the CafePress Marketplace (the "Content Owner Service" or "COS").
1.2 Terms of Service. If you become a user of our COS, you will continue to be bound by all of the terms and conditions of the Terms of Service, which are incorporated into this Agreement by this reference. For clarity, the COS is deemed part of the "CafePress Service." All initially-capitalized terms not defined in this Agreement are defined in the Terms of Service. If the terms of this Agreement conflict with the Terms of Service, this Agreement will govern and be given precedence.
2. Opening a Content Owner Account.
2.1 Opening an Account. Only Content Owner's have the right to use the COS. To become a Content Owner, you must open a Content Owner account (an "Account") with CafePress through its online registration process.
2.2 Contact Information. You must provide CafePress with accurate and complete contact, payment and tax identification information when you open an Account. You must immediately notify CafePress if any of this information changes. If you do not provide CafePress with complete, accurate, and updated contact, payment and tax identification information, you may not be eligible to sell Products through the Designer Service.
2.3 Account Security. You will need to select a password if you open an Account. You will be solely and exclusively responsible for keeping your password confidential and all use of your password and Account, including without limitation, any use by any unauthorized third party. You must notify CafePress immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify CafePress immediately if you become aware of any other breach or attempted breach of the security of your Account or the CafePress Service.
2.4 Marketplace and Shop Services. Through the Marketplace and Shop Service, CafePress provides, without limitation, premium products, programs, promotions, coupons, discounts, market data, special pricing structures, the CafePress Marketplace service. Design and List Service and other fee-based services and programs ("Marketplace and Shop Services"). Available Marketplace, Design and List and Shop Services and the terms and conditions upon which the various Marketplace and Shop Services are offered are set forth on the Marketplace and Shop Services section of the Website. Use of the Marketplace, Design and List and Shop Services constitutes your agreement and acceptance of the terms and conditions of the Marketplace and Shop Services. CafePress may terminate or modify any or all of the Marketplace and Shop Services from time to time.
3. Your Obligations.
3.1 General. You must use the COS in a manner that demonstrates common sense and respect for the rights of CafePress and third parties and in accordance with applicable laws and regulations.
3.2 Your Content.
(a) If you open an Account, you will be solely and exclusively responsible for ensuring that your Accounts, any content or materials that you submit to CafePress for use with your Products ("Content"), and any websites linked to your Account pages comply with the terms and conditions of this Agreement and all applicable laws, regulations and rules. All Content must comply with the Content Usage Policy. While CafePress has no obligation to monitor the transactions or communications made through its Website, it reserves the right, in its sole and absolute discretion, to cancel any transaction or remove or limit access to any Content from the Website at any time without notice and without any liability to you or any third party.
(b) CafePress may remove Content from your Account if: 1) your Account has been inactive, as determined by CafePress in its sole discretion, and there are no sales associated with your Account for a period of twelve (12) months or more; or 2) there are no sales associated with the Content for a period of twelve (12) months or more.
3.3 Prohibited Content. You may not design, produce, market or sell any Product that does not comply with the Content Usage Policy, as determined by CafePress in its sole and absolute discretion. For example, but without limitation, you may not design, produce, market or sell a Product that: (i) infringes the rights of a third party, including without limitation, copyrights, trade marks, patents, trade secrets, rights of privacy and publicity, or moral rights; (ii) is defamatory; (iii) is obscene or pornographic; or (iv) violates any applicable law, rule, or regulation, including without limitation, by exploiting images or the likeness of minors. To the extent you violate the Content Usage Policy or the obligations under this Section 3, your Account is subject to termination and you may be liable for any and all consequences resulting from such violation of this Agreement, including without limitation liability for monetary damages to third parties.
3.4 To the extent CafePress discovers that you have attempted to pass off as your own Content provided by another Content Owner on CafePress, or you otherwise modify such Content Owner's Content to mask its origin, you will be liable for any all claims with respect to such action, including without limitation remitting any royalties earned to the other Content Owner, and your Account will be subject to termination in our sole discretion.
4. Licensing Your Content to CafePress.
4.2 You agree to waive all moral rights in respect of the Content, including the right to be identified as the author of such Content and your right to object to derogatory treatment of such Content. You agree to perform all further acts necessary to perfect any of the above rights granted by you to CafePress, including the execution of deeds and documents, at the request of CafePress.
5. Product Creation.
5.1 Delivery of Content. You will upload or ship to CafePress all Content that you want to use with the COS in accordance with the applicable instructions on the Website. You must also upload or ship all other Content required to package and market any of your Products, such as cover artwork, titles, and complete and accurate credits. CafePress may, in its sole and exclusive discretion, determine whether any Content complies with such instructions and is satisfactory for use with the COS.
5.2 Approvals and Consents. You must have all necessary approvals and consents to use all Content and, if requested by CafePress, you must deliver copies of those approvals and consents to CafePress.
5.3 Costs of Creation. You will be solely responsible for the creation of the electronic and digital Content that you upload or ship to CafePress, and will pay all costs associated with its creation and copies thereof, including without limitation: (i) any royalties or other compensation owed to third parties; (ii) payments required by any agreement between you and any labour organization (such as unions or guilds); (iii) all studio, tape, editing, mixing, re-mixing, mastering and engineering costs; and (iv) all costs of travel, per diems, facilities, equipment, and the like. You hereby indemnify CafePress and its officers, directors and employees from any third party claims associated with a failure to meet your obligations under this Agreement.
5.4 Royalties. You must pay all royalties or similar payments that are or may become due to any third party, such as all payments under licenses for third-party material in your Content. For example, you must pay all royalties due to the owners of any intellectual property that you do not own used in your Content.
5.5 Unions and Guilds. You acknowledge that CafePress is not currently a party to any collective bargaining agreement with any union or guild and that you are solely responsible for complying with any applicable union or guild rules, including without limitation, those relating to payments.
6. Marketing and Advertising Your Products and Shops.
6.1 Marketing of Your Products and Shops. CafePress reserves the right, but has no obligation, to promote your shops or Products (for example, featuring them in CafePress newsletters or on the Website, or referring users to your shops), or describe your Products or shops in communications with third parties. If you market and promote your shops and Products you must do so in accordance with this Agreement and the Content Usage Policy.
6.2 No Spam. You may not use "spam," "blast-faxes" or recorded telephone messages to market or sell Products. You may not spam or attempt to deliberately subvert the results of the CafePress directory or search engine with false, misleading, or unnecessarily repetitive information.
6.3 Links. CafePress, in its sole discretion, may prohibit you from "linking" your shops to any websites that contain content that, if used on the CafePress Website, would violate any of CafePress' agreements or policies.
6.4 Customer Information. CafePress may, from time to time, provide you with information relating to customers that purchase Products from your shops. You may only use or disclose this information to a third party for your internal record keeping. You may not disclose any of this information to a third party or use it for any other purposes.
7. Royalty and Fees.
7.1 Tax Information. If you choose to sell Products for royalties through the COS, you must provide your taxpayer identification number to CafePress. Failure to provide an accurate taxpayer identification number may result in CafePress withholding your payment until you provide an accurate tax identification number. It is your responsibility to determine what, if any, taxes apply to the payments you receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. You hereby agree that CafePress is not responsible for determining whether taxes apply to your transactions, or for collecting, reporting or remitting any taxes arising from any payments made to you for Products sold through the COS. It is solely your obligation to maintain any and all records that may be required for your tax purposes. CafePress is not responsible for, and may delete, information associated with your Account that is more than three years old.
7.2 Payment Terms. If you earn less than the dollar amount selected as the payment threshold ("Payment Threshold") in the "Payee Information" section of your account management screen, then the amount of such royalty will not be paid, but will accrue to your Account until such time as it becomes equal to or greater than the Payment Threshold. CafePress will make a payment to you (by check, wire or electronic transfer) for the amount of such royalty no later than 60 days after the end of the month in which the total amount of accrued royalty may reach or exceed the Payment Threshold. CafePress may, in its discretion, send you a payment before your accrued royalty reaches or exceeds the Payment Threshold. If you have provided an undeliverable mailing address and two or more consecutive payments have been returned to CafePress as undeliverable, we may stop sending future payments to you until you provide a deliverable mailing address.
7.3 Shop Pricing Terms. Pricing and royalty structures for shops are set forth on the Shop Pricing Policy, which may be modified from time to time without notice to you. Your continued use of the COS shall constitute your agreement to any such modifications.
7.4 Processing Fees. If CafePress owes you accrued royalties that are less than the Payment Threshold for at least 365 days, then CafePress may send you payment of such accrued royalties minus a $10 processing fee. If the amount of accrued royalties are under $10 for at least 365 days, such amount will be used to cover CafePress' administrative costs and no payment will be made to you.
7.5 Charitable Contribution. Unless you and CafePress otherwise agree in writing, CafePress may remit any payment otherwise due to you as a contribution in your name to a registered charitable organization of CafePress' choice (or any charity agreed upon in writing by you and CafePress) if: (i) you fail to provide CafePress with accurate and complete contact and tax identification information; and (ii) the funds remain outstanding for more than 12 months. If CafePress makes such a contribution, its obligation to you shall be reduced by the amount of that contribution.
7.6 Termination Fees. If you or CafePress terminate your Account, and you have less than $25 in accrued but unpaid royalty then outstanding, CafePress may charge you a $10 processing fee when sending you your final payment to cover its administrative costs.
9.1 CafePress Termination. In its sole discretion, with or without notice to you, CafePress may: (i) suspend, limit your access to or terminate your use of the COS, (ii) suspend, limit your access to or terminate your Account, (iii) remove any of your shops or Content from CafePress' servers and directories, and/or (iv) block your IP address or otherwise prohibit you from opening any new shops.
9.2 Account Termination. If you are a user of our COS, you may terminate your Account for any reason at any time by completing the online account termination form.
9.3 Effect of Termination. If you or CafePress suspend or terminate your Account, CafePress may, without being liable to you or any third party: (i) delete any Content or other materials relating to your use of the COS and (ii) not allow you to access your shops or create, produce, market, or sell Products. If you or CafePress terminate your Account, you must immediately remove all links to the Website from any websites you operate and cease representing yourself as a user of our COS.
9.4 Survival. The following sections will survive termination of your Account: 1, 3, 4, 5.2 through 5.5, 6.4, 7, 8, 9.3, and 9.4.