Effective Date: June 18, 2016

IMPORTANT LEGAL NOTICE

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PLEASE READ THIS USER AGREEMENT CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION IN THE SECTION TITLED "DISPUTE RESOLUTION BY BINDING ARBITRATION," WHICH REQUIRES THAT DISPUTES ARE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL AND NOT A CLASS-WIDE OR CONSOLIDATED BASIS. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED AT THE END OF THE SECTION TITLED "DISPUTE RESOLUTION BY BINDING ARBITRATION."

BY ACCESSING OR USING THIS WEBSITE, OUR CREATE & BUY PROCESS, OR OTHER SERVICES PROVIDED VIA OUR WEBSITE, YOU AGREE TO BE BOUND BY THIS USER AGREEMENT AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT IN THEIR ENTIRETY, DO NOT USE ANY CAFEPRESS PROVIDED SERVICE, INCLUDING THIS WEBSITE.

Introduction

Welcome to CafePress, the World’s Customization Engine^®. Through www.cafepress.com and any other websites we own or operate (the “Website”), we provide various Internet-based services to help you express your creativity. Use of the Website is governed by this CafePress User Agreement, which includes its Exhibits (the “Agreement”).

The Website lets you upload your original art, sayings, phrases, text, materials, tags, data, photos, designs and other creations (“Content”), apply it to a variety of blank products to create virtual products bearing your Content (“Products”), and then buy or sell your Products as follows:

1. “Create & Buy” or “C&B” – create and purchase your own Products;
2. “Services” – offer your Products for purchase by others, including through;
3. “Marketplace” – a shared marketplace hosted by CafePress;
4. “Fan Portals” – create designs using various entertainment properties, and offer them for sale on a variety of blank products through Website Fan Portals;
5. “Shops” – your own private store (extra fees apply), set up and run by you and hosted by CafePress;
6. “Affiliates Program” – a program allowing you to earn Commissions for referring potential customers to the Website. This program is administered by a third-party. You can sign up here.

CafePress only sells the blank products for you to customize, and the services needed to fulfill orders for your Products. CafePress does not sell any Content, and you acknowledge and agree that you are the seller of your Products' Content.

General Terms and Conditions

I. This Agreement

1. Acceptance. This Agreement establishes the terms, conditions, rights, and responsibilities applicable to your use of the Website. To use the Website, you must accept this Agreement by clicking the [I ACCEPT] button during account setup. If you do not click the “I ACCEPT” button, you are not authorized to use the Website, C&B and/or the Services.
2. Amendments/Modifications. We may change this Agreement at any time, for any reason. We will notify you of changes by an e-mail from us and we will post the revised Agreement on the Website for thirty (30) days before the new version takes effect. If you don’t agree with the new version, you must terminate your Account before the new version’s effective date.
3. Age and Capacity Requirements. No one under the age of 13 may use the Website, and use by individuals between the ages of 13 and 18 must be supervised by a parent or guardian who is bound by this Agreement. By using the Website, you represent and warrant that you meet the age requirements and are able to enter into legally-binding contracts.
4. Breach. Your breach of this Agreement results in the automatic termination of the rights and licenses granted to you under this Agreement.

II. Your Account

1. Opening an Account. An account ("Account") is required to use the Website. You must provide complete and accurate contact, payment, and tax identification information, and select a password, to open an Account. Account registration is located here.
2. Maintenance. You must keep all Account information current, and your failure to do so means you will not receive Payments for any Products you sell through the Services.
3. You are responsible for keeping your password confidential, and for any and all use of your password and Account (including unauthorized use). You must immediately notify us if you think your password has been stolen, or if there has been any actual or attempted access involving your Account, to which you did not consent.
4. Account Termination.
   1. Your Rights. You may close your Account by completing the online account termination form.
   2. Your Obligations. On termination of your Account, you must immediately remove all links to the Website and stop representing yourself as a user of our Services.
   3. Our Rights. We may, with or without notice:
      1. suspend, limit your access to, or terminate your Account(s) for any reason, or no reason, including, but not limited to:
         1. lack of Account activity for twelve (12) consecutive months; or
         2. repeated infringement of the intellectual property rights of CafePress or third parties.
      2. remove any or all of your Content and/or Products from the Website, our servers and/or directories; and
      3. ban you from use of the Website by any available means, including blocking your IP address.
   4. Termination Fees. If you use our Services and earn any Payments, and your Account is terminated (by you or by us), we will charge you a Twenty-Five Dollar ($25.00 USD) processing fee (“Processing Fee”) and will deduct that amount from any final Payment sent to you. If your Account contains less than the Processing Fee, we will keep the entire Account balance and you will not receive any Payment.
   5. Waiver. Any Payment which is outstanding and unclaimed for twelve (12) months or more after it is made to you becomes our sole property to retain or otherwise dispose of as we deem fit, without liability to you or anyone else.

III. Rights and Licenses

1. CafePress Intellectual Property. We own all intellectual property and other rights, title and interest in and to the Website, C&B service, and the Services including, but not limited to, the CAFEPRESS trademark, the Website copyrights, and technologies used to provide C&B and the Services. You do not have, and will not acquire, any right, title or interest in or to any of our intellectual property except as specifically detailed in this Agreement. You have a limited, non-exclusive, revocable license to access and use the Website in accordance with this Agreement.
2. Your Intellectual Property. You own all intellectual property and other rights, title and interest in and to any Content that you upload to the Website. You are solely responsible for your Content, and we do not have, and will not acquire, any right, title or interest in or to your Content except as specifically detailed in this Agreement. By uploading any Content to the Website, you grant us the following rights and licenses:
   1. For C&B - a royalty-free, worldwide, transferable, exclusive, sub-licensable right and license to use your Content in all media, existing now or created in the future, as we deem necessary to enable you to use the C&B Services. Our right to sublicense is limited to the use of third-parties to provide the Services, process your order, and/or produce and ship your Products.
   2. For the Services - a royalty-bearing, worldwide, transferable, non-exclusive, sub-licensable right and license to use your Content in all media and sales channels, existing now or created in the future, as we deem necessary to provide the Services including, but not limited to:
      • allowing you to design, market, make available for sale, sell, produce and distribute Products bearing your Content;
      • promoting, marketing and advertising your Content and/or Products by displaying them on the Website, marketing them through our affiliates and distribution partners, and featuring them in magazines, television shows, and movies;
      • automatically adding your Content to additional blank products offered through the Shops and Marketplace portions of the Services via the auto-populate feature (“CP Admin”); and
      • modifying your Content for purposes of improving the printing quality, display-ability, or enhancing its appearance on your Products by cleaning up JPG artifacting, resizing to fit dimensions of the blank products that you have chosen to apply your Content to, adjusting colors for different printers and Products, and adjusting placement on Products.
   3. For the CP Admin Auto-Populate Feature. By using the Shops and Marketplace portions of the Services, you agree that your Content may be automatically included on additional blank base products unless you “opt-out” of the CP Admin feature.
3. Submissions. You grant us the perpetual, non-exclusive, sub-licensable right to use any questions, comments, suggestions, ideas, message board postings, web forms, contest entries, communications or any and all other materials or information that you submit to us ("Submissions") for marketing and other promotional purposes, and waive any claim arising from or relating to use of your Submissions.

IV. Payments

1. Payment. You will be paid either a Royalty or a Commission (collectively “Payment” or “Payments”) for all Products sold using the Services.
   1. For Products you sell through the Marketplace and/or Shops, you will receive Payment in the form of a “Royalty” or “Royalties.” Each Account you have, and each of the Products you offer through the Marketplace and/or Shops, will be assigned a score calculated in accordance with Exhibit A (“Sales Quality Score”). Your Royalty rate will be calculated using the Sales Quality Score.
   2. For Products you sell through a Fan Portal or under any Affiliate Agreement you will receive Payment in the form of a “Commission,” calculated in accordance with Exhibit B.
2. Taxes. You are responsible for determining what, if any, taxes apply to Payments you receive, for maintaining any required documentation, and for collecting, reporting and remitting taxes to the appropriate authorities.
3. Timing of Payments. As you sell Products, Royalties and/or Commissions will accumulate in your Account. You will be paid by the method selected in the Payee Information section of your Account once your Account balance reaches Twenty-Five Dollars ($25.00 USD). Payments will be automatically pushed to you within sixty (60) days after the last day of the month during which the minimum Account balance was met.

V. Content

1. Content Usage Policy. You are responsible for uploading your Content according to the Website upload instructions. All Content must comply with the Content Usage Policy in Exhibit C.
   • We reserve the right, but do not assume the obligation, to determine whether Content complies with the Website upload instructions, the Content Usage Policy, and this Agreement. We may remove Content that appears to be non-compliant, and withhold Payment for any Products sold bearing Content that appears to be non-compliant.
2. Costs of Creation. You are responsible for the cost of creating your Content.

VI. Use of the Website

1. Your use of the Website must be in accordance with this Agreement, and must comply with all applicable laws, rules and regulations.
2. You may not cause any harm to, or otherwise interfere with, the Website and/or Services by (but not limited to):
   1. introducing viruses or using programs or technology intended to disrupt or damage software or hardware;
   2. modifying, creating derivative works from, reverse engineering, decompiling or disassembling any technology;
   3. interfering with or disrupting the access of any user, host or network via any means including, but not limited to, overloading, flooding, spamming, scripting Content creation, or linking to coupon sites;
   4. creating an undue burden on the Website;
   5. collecting email addresses or other information using the Website;
   6. impersonating another person or entity;
   7. using meta tags, search terms, key terms, etc. containing the word “CafePress” or our other trademarks;
   8. helping or encouraging any third party to engage in activity prohibited by this Agreement;
   9. purchasing, registering, or bidding on any keywords, search terms or other identifiers including the term (or variations of) "cafepress" (i.e. "cafepress", "cafe press", "CafePress.com", etc.) for use in any search engine, portal, sponsored advertising service or other search or referral service.
3. You may not use "spam," "blast-faxes" or recorded telephone messages to promote, market or sell your Content and/or Products. You may not spam or attempt to deliberately subvert the results of our directory or search engine with false, misleading, or unnecessarily repetitive information.

VII. Representations and Warranties

1. Mutual Representations and Warranties. You represent and warrant to us, and we represent and warrant to you, that: (1) each of us has the full power and authority to enter into and perform this Agreement; (2) the execution of this Agreement and performance of our obligations will not breach, and does not conflict with, any other agreement or arrangement by which we are respectively bound; and (3) each of us understands and agrees that this Agreement is a legal, valid, and binding obligation enforceable by law according to its terms and conditions.
2. Your Representations and Warranties. You represent and warrant that:
   1. your use of the Website does not infringe the rights of any third-party including, but not limited to, copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity;
   2. your use of the Website does not violate any applicable laws, regulations and rules including, without limitation, exploitation of the images or likeness of minors;
   3. there are no pending or threatened lawsuits, claims, or demands involving, arising from or relating to your Content; and
   4. your use of the Website is and will at all times remain in full compliance with this Agreement.

VIII. Disclaimers and Exclusions

1. Modification of the Website, C&B and/or the Services. We may modify, change, suspend or discontinue any aspect of the Website, C&B and/or the Services at any time, with or without notice, without liability to you or anyone else.
2. We are not obligated to monitor the transactions or communications made through the Website. However, we reserve the right to cancel any transaction, or remove or limit access to any Content, Products, or all or part of the Website at any time with or without notice and without any liability to you or any third party.
3. DISCLAIMER OF WARRANTIES. THE WEBSITE, C&B AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". WE NEITHER REPRESENT NOR WARRANT THAT THE WEBSITE, C&B AND/OR THE SERVICES OR ITS OR THEIR USE:
   1. WILL BE UNINTERRUPTED;
   2. WILL BE FREE OF INACCURACIES OR ERRORS;
   3. WILL MEET YOUR REQUIREMENTS; OR
   4. WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE

• WE MAKE NO REPRESENTATIONS OR WARRANTIES OTHER THAN AS EXPRESSLY MADE IN THIS AGREEMENT, AND HEREBY DISCLAIM ANY AND ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

IX. Limitation of Liability

1. We May Use Third-Party Services. We may use third-parties to provide certain services accessible through the Website, and will not be liable to you for their acts or omissions.
2. LIMITATION OF LIABILITY. WE WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH YOUR USE OF THE WEBSITE, UNDER ANY THEORY OF LIABILITY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT WILL IN ALL EVENTS BE LIMITED TO THE GREATER OF FIFTY DOLLARS ($50.00 USD) OR THE INVOICED AMOUNT PAID TO US FOR THE PRODUCTS GIVING RISE TO SUCH LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY TO YOU IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
   • YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE WILL NOT BE LIABLE FOR THE ILLEGAL, OFFENSIVE OR DEFAMATORY CONDUCT OF OTHERS, INCLUDING ANY SUCH CONDUCT BY YOU, AND THAT YOU BEAR ALL RISK AND LIABILITY ASSOCIATED WITH YOUR CONTENT.
3. RELEASE. YOU HEREBY RELEASE CAFEPRESS AND ITS OWNERS, OFFICERS, DIRECTORS, MANAGERS, REPRESENTATIVES, AFFILIATES, SUCCESSORS, ASSIGNS, AGENTS, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES AND BUSINESS PARTNERS FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE, C&B AND/OR THE SERVICES. IF YOU ARE A RESIDENT OF CALIFORNIA, YOU WAIVE CALIFORNIA CIVIL CODE § 1542 WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

X. Indemnification

You hereby agree to indemnify and hold CafePress and its owners, shareholders, directors, officers, managers, employees, representatives, agents, subsidiaries, affiliates, successors, business partners and assigns (the "Releasees") harmless from and against any and all damages, losses, costs or expenses (including, without limitation, attorneys' fees and costs at trial and on appeal) incurred in connection with any third-party suit, claim, demand or action brought against any of the Releasees arising from or relating to your use of the Website, C&B, the Services, your Content, or your breach of this Agreement (individually and collectively a “Claim”). CafePress has the right to control the defense, settlement, and resolution of any Claim, at your sole cost and expense. In no event may you settle or otherwise resolve any Claim without our express written permission. We may withhold any and all Payments due to you in enforcing your indemnification obligations.

XI. Arbitration and Dispute Resolution

1. Notices. All notices under this Agreement must be in writing and delivered as follows:



If to CafePress:

CafePress Inc.
11909 Shelbyville Road
Louisville, KY 40243
Attention: General Counsel

If to you:

Using your most recent Account contact information.;

Notices must be made, and will be considered received, as follows: (i) by U.S. mail, seven (7) business days after deposit in a mailbox, (ii) by overnight courier, on the date receipt is confirmed by the courier service, or (iii) by electronic mail, upon receipt of a “read receipt”.

You or we may update the address for Notices set forth in this section by electronic e-mail, upon receipt of a “read receipt”.

2. Applicable law, Jurisdiction, and Venue.

This User Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, in accordance with the Dispute Resolution by Binding Arbitration section of this Agreement set forth below in Section D.

Any and all claims of infringement involving the Website, C&B, and/or the Services shall be governed by and construed in accordance with applicable federal law, and shall be brought before a court of competent jurisdiction in the State of California.

The parties acknowledge that this User Agreement is evidence of a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted under this User Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., §§ 1-16).

3. Assignment and Transferability. You may not assign or otherwise transfer this Agreement.


4. Dispute Resolution by Binding Arbitration.
   

PLEASE READ THIS "DISPUTE RESOLUTION BY BINDING ARBITRATION" PROVISION CAREFULLY, BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH CAFEPRESS AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

THIS PROVISION PRECLUDES YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST CAFEPRESS. IT ALSO PRECLUDES YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST CAFEPRESS BY SOMEONE ELSE. IN ADDITION, ARBITRATION PRECLUDES YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.

WHETHER TO AGREE TO ARBITRATION IS AN IMPORTANT DECISION. IT IS YOUR DECISION TO MAKE AND YOU SHOULD NOT RELY SOLELY ON THE INFORMATION PROVIDED IN THIS AGREEMENT, AS IT IS NOT INTENDED TO CONTAIN A COMPLETE EXPLANATION OF THE CONSEQUENCES OF ARBITRATION. YOU SHOULD TAKE REASONABLE STEPS TO CONDUCT FURTHER RESEARCH AND TO CONSULT WITH AN ATTORNEY REGARDING THE CONSEQUENCES OF YOUR DECISION. YOU MAY OPT-OUT OF THIS ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS BELOW.

Scope of Arbitration.You and CafePress agree that any dispute, claim or controversy arising out of or relating to your access to or use of the Website, C&B, or Services or to this Agreement or any other aspect of the parties’ relationship (a "Dispute"), shall be determined by arbitration, except that you and CafePress are NOT required to arbitrate any Dispute in which either party seeks equitable and/or legal or other relief for alleged violation of the Copyright Act, Lanham Act, or Patent Act or for state law claims of copyright, trademark, trade secret or unfair competition laws.

Small Claims Court. Notwithstanding this agreement to arbitrate, you may bring an individual action in the small claims court of your state or municipality if the action is within that court’s jurisdiction and is pending only in that court.

Applicable Arbitration Rules and Procedure. The arbitration shall be governed by the rules of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”), available at http://www.jamsadr.com or by calling 1-800-352-5267, and under the rules set forth in this Arbitration Provision, except that JAMS may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. If there is a conflict between the JAMS Rules and the rules set forth in this Arbitration Provision, the rules set forth in this Arbitration Provision shall govern. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to federal, state, or local laws. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by the terms of this Agreement. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. You may choose to engage in arbitration hearings by telephone. Arbitration hearings not conducted by telephone shall take place in a location reasonably accessible from your primary residence, or in Jefferson County, Kentucky, at your option.

1. Initiation of Arbitration Proceeding. If either You or CafePress decide to arbitrate a Dispute, we agree to the following procedure:
1. Write a Demand for Arbitration. The demand must include a description of the Dispute and the amount of damages sought to be recovered. You can find a copy of a Demand for Arbitration at http://www.jamsadr.com (“Demand for Arbitration”).
2. Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS at:

One Atlantic Center
1201 West Peachtree, NW, Suite 2650
Atlanta, GA 30309
USA
P 404-588-0900
F 404-588-0905

3. Send one copy of the Demand for Arbitration to the other party at the address set forth above in Section A on Notices or in accordance with that Section.
2. Hearing Format. In all hearing formats, the arbitrator shall issue a written decision that explains the essential findings and conclusions on which an award, if any, is based. The discovery or exchange of non-privileged information relevant to the Dispute may be allowed during the arbitration.

Location of Arbitration and Applicable Rules.You and CafePress agree that such arbitration shall occur in Jefferson County, Kentucky. You may request to appear in such proceedings telephonically. You and CafePress agree that such arbitration shall be conducted by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Service ("JAMS"), as modified by this Agreement.

Authority of Arbitrator.With the exception of class procedures and remedies as discussed below under "Waiver of Class Relief," the arbitrator shall have the authority to grant any remedy that would otherwise be available in court.

Allocation of Arbitration Fees.If you assert a Dispute as a consumer, you will only be required to pay arbitration fees of $250 of the fees charged by JAMS in connection with any arbitration under this section, and CafePress will bear all other costs charged by JAMS or the arbitrator, including any remaining JAMS Case Management Fee and all professional fees for the arbitrator's services. You will still be responsible for paying your own attorneys’ fees.

WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND CAFEPRESS AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS ARBITRATION PROVISION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL PARTIES TO AN ARBITRATION PROCEEDING.

Procedure to Opt-Out of Arbitration Provision.You may opt-out of this arbitration provision only by written Notice via U.S. Mail, or by any nationally recognized delivery service (e.g., UPS, Federal Express, etc.) to CafePress Inc., Attn: Legal Department, 11909 Shelbyville Road, Louisville, KY 40243.You must send such Notice within thirty (30) days of your acceptance of this Agreement.You must sign and date the Notice, and include in it your name, address, and a clear statement that you do not wish to resolve disputes with CafePress through arbitration. If you do not follow this procedure by your thirty (30) day deadline to do so, then you and CafePress shall both be bound by the terms of this section entitled Dispute Resolution by Binding Arbitration.

If any portion of this Section entitled "Dispute Resolution by Binding Arbitration" is found to be unenforceable, that provision shall be severed with the remainder of this Section remaining in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire Arbitration Provision shall be null and void. The terms of this Arbitration Provision shall otherwise survive any termination of this Agreement.

5. Entire Agreement. This Agreement contains our entire understanding and agreement regarding your use of the Website, and supersedes any and all prior agreements and understandings regarding its subject matter. No failure or delay by either of us in exercising any right, power or privilege under this Agreement will operate as a waiver of that right, power or privilege, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. We are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect.


6. Survival. Section II. C, D, and E, Section III A, B, and C, Section IV B, Section V A, Section VII, Section VIII, Section IX, Section X, and Section XI of this Agreement survive any suspension, limitation of access to, termination, removal of Content or ban on your use of the Website, C&B and/or Services.

The Services – Additional Terms and Conditions

This Section contains additional terms and conditions governing your use of the Services.

1. Additional General Terms and Conditions Applicable to the Services


1. Controlling Content. We strive to make your use of the Services as easy as possible. For the Marketplace and Shops portions of the Services, the Website includes CP Admin, a default setting that places all Content that you upload on all Services-eligible blank products once you place any of your Content on any Services-eligible blank product.

However, you control your Account, and can change the CP Admin and any other default settings by logging into your Account, going to the “Shop Management” screen, and electing to “opt-out”. IMPORTANT NOTE: Unless you “opt-out” of CP Admin, the default setting on your Marketplace and Shops Account will place all of your Content on all Services-eligible blank products once you place any Content on any Services-eligible blank product.

2. Product Pricing. We set the retail price for all Products offered for sale through the Marketplace and Shops portions of the Services. Some of our Services partners control the pricing for Products sold through their sales channels. Your Products’ pricing may vary, depending on the sales channel.


3. Eligibility for Participation in the Affiliate Program. As a user of the Services, you may be eligible to participate in the Affiliate Program covered in the Introduction Section of this Agreement.


2. Fan Portals


1. Conditions of Use. Through our fan portals, you can access and use images that we license from the U.S. armed forces and various entertainment brands such as movies and television to create virtual products offered for sale in a designated location on the Website (“Fan Portal” or “Fan Portals”). IMPORTANT NOTE: Fan Portal content may NOT be used outside of the Fan Portal (you can’t use Fan Portal content in Shops or on the Marketplace), and your use of images accessed through the Fan Portal is subject to special guidelines and restrictions established by the licensor.
2. Creating Fan Portal Designs. To create designs for the Fan Portals, simply upload and tag Fan Portal images in accordance with the guidelines for the relevant property (“Fan Portal Guidelines”). About 72 hours after you upload and tag your designs, they'll appear on the Fan Portal webpage.
3. Commissions. You will receive a Commission for any designs sold through the Fan Portals. Commissions will be calculated in accordance with Exhibit B.


3. Shops

1. Scope: As a Content Owner, you have the ability to create one or more virtual online shops of your own (“Shop” or “Shops”), hosted by us.
2. Shop Fees. The following fees apply to each Shop you operate (“Shop Fees”):



Shop Fees
No Up-Front Fee Plan: No Up-Front Fee Plan: Account holders that do not have a valid credit card on file will pay a Shop fee in the amount of 10% of accrued Royalties (“CafeCash”) for the current month (not to exceed $10 per month). If you select the No Up-Front Fee Plan, your Shop fee will be deducted from CafeCash in your Account.	Pre-Paid Fee Plan: Account holders that have a valid credit card on file* will pay a Shop fee at the following rates: $6.95 per month $18.45 for 3 months $34.95 for 6 months $59.95 for 1 year (only $5 per month!)




^*Shop Fees are billed on the one month anniversary of the date that you open your Shop. On the Account management page, you select which plan you want to use to pay the Shop Fees. If you do not select a plan, or if you do not have a valid credit card on file, your Account will be billed under the No Up-Front Fee Plan.

3. Product Pricing. You set the prices for all Products offered through your Shops.


4. Your Cost for Products. Each Product sold through your Shop(s) has a Base Price, and may be subject to Surcharges, as detailed at:

http://www.cafepress.co.uk/cp/info/help/pricing_policy.aspx

5. For each of your Products sold through Shops, you pay us the Base Price plus any applicable Surcharges for our Services. Because in the Shops format you decide how much you want to make on your sale of each Product, you add the amount you want to make to the amount you will pay for our Services to set your retail price (“Retail Price”).

We will charge a transaction fee of 5% of Retail Prices which are greater than $15 over Base Price. No transaction fee will apply to Retail Prices which are $15 or less over the Base Price. For example, if you markup an item by $20, we will charge you a transaction fee of $0.25 (5% of the $5 over the $15 markup limit).

Products sold through the Marketplace, the Services, Fan Portals or that include Branded Products are subject to a different pricing and royalty structure (See Fees and Royalties Chart), even where the product itself may be identical (e.g. you may have a product available in both your Shop and the CafePress Marketplace, if the Product is added to a cart from your Shop it will be subject to the Base Price/markup pricing structure noted here, whereas if the Product is added to a cart in the Marketplace it will be subject to the Marketplace pricing and Royalty structure).

6. Shop Performance Bonus. You will earn a bonus for sales of Products added to a buyer's cart from your Shop (“Shop Performance Bonus”). The Shop Performance Bonus is calculated in stepped up tiers based on the total monthly Base Price sales of Products added to buyers’ carts while in your Shop. Any purchases that you make from your own Shops (including Bulk Orders), and any third party fulfillment items are not eligible for credit toward a Shop Performance Bonus.

Tiers	Monthly Base Price Sales	Bonus Percentage of Monthly Base Price Sales
Tier 0	$0-$100.00	0%
Tier 1	$100.01-$500.00	10%
Tier 2	$500.01 - $1,000	15%
Tier 3	$1,000.01 - $2,000	20%
Tier 4	$2,000.01 - $5,000	25%
Tier 5	above $5,000.01	30%

For example, if you made a total of $1,300.00 in Base Price sales for a single month, your Shop Performance Bonus will look like this:

Tiers		Total Monthly Base Price Sales of $1300.00	Bonus % of Base Price Sales	Actual Bonus Received
Tier 0	$0-$100.00	$100.00	0%	$ 0.00
Tier 1	$100.01-$500.00	$400.00	10%	$40.00
Tier 2	$500.01-$1,000.00	$500.00	15%	$75.00
Tier 3	$1,000.01-$1,300.00	$300.00	20%	$60.00
				$175.00 Total

Shop Keeper Bulk Discount. Whenever you order 12 or more units of a specific Product from your own Shop you can receive up to a forty-five percent (45%) discount (“Bulk Discount”).

• Discounts vary with Products and quantity.
• Bulk Discount orders must be shipped to a single address only, and will take 1-3 weeks for production and shipping depending on the quantity ordered.
• Bulk Discount orders are not be eligible for: (i) Royalties; or (ii) Shop Performance Bonus credits.
• Applicable Surcharges apply.
• Bulk Discounts cannot be combined with any other discounts, coupons, or promotions.
• Click here to view the list of Products excluded from the Bulk Discount program.

Per unit pricing for each of the blank product categories you can customize are set forth in

http://www.cafepress.co.uk/cp/info/help/shop_services.aspx#bulk

Exhibit A
Sales Quality Score for Products
Sold through the Marketplace

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We have introduced variable commission rates on sales of Products through the Marketplace portion of the Services. The commission rate for sale of individual Products shall be determined by the Sales Quality Score applied to the individual Products in the Marketplace. The Sales Quality Score will be determined using objective criteria related your Product’s performance, and data about you and your contact with and participation in the Marketplace. A Sales Quality Score ranging from zero to 75 will be applied, allowing you to achieve a maximum potential Royalty rate of up to 10%.

Each Products’ Sales Quality Score will be determined daily at 11:59 pm PST, and will be applied to all of your Products sales during the next 24-hour period. The Sales Quality Score is calculated as follows:

Points Criteria

Sales Quality Score (SQS)

Uploaded at least one image to the CafePress Marketplace in past three months*

Addition of at least one follower on the CafePress site in last three months

Designer profile is at least 80% complete

Follow at least one other Designer on CafePress in last three months

Logged into your CafePress account at least once in last three months

*This Agreement’s prohibitions with respect to spamming or scripting the Website remain in effect.

Application of Royalty rate to Sales Quality Score

For each Product sale on the Marketplace, the associated Royalty will be based on the Sales Quality Score for that Product on the date during which the sale occurred.  The applicable Sales Quality Score for each of your Products will be listed in your Royalty report.

SQS	Applicable Royalty Rate
< 50	5%
51-55	6%
56-60	7%
61-65	8%
66-70	9%
71-75	10%

CafePress reserves the right, to modify the (i) criteria comprising each individual quality score component, and (ii) the rates attached to each SQS range, from time to time, but not more than once per thirty (30) day period and not more than four (4) times per twelve calendar months. The determination of the SQS and the Royalty ranges on sales applied to each Product shall be determined in CafePress' sole and absolute discretion.

Bonus Royalty Programs

We may offer you the opportunity to participate in bonus royalty programs bringing Royalty rates on certain Products to up to fifteen percent (10-15%) of Net Revenue on a sliding and variable basis. Bonus Royalty Programs may include factors such as: participation in specific marketing programs we operate, the performance and quality of individual Products, interaction with social media applications and specific content creation needs, and other factors as determined by us in our sole discretion. If you are eligible for a Bonus Royalty Program, we will contact you and provide you with detailed terms of any such programs.

Exhibit B
Fees, Royalties and Commissions

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All Royalties due will be calculated at retail prices, discounted prices, promotional prices, or as otherwise determined by us and/or our partners.

Products that you offer for sale through the Marketplace and Fan Portal portions of the Services are offered at preset retail prices determined by us and/or our partners.  These retail prices are based on a variety of factors including the cost of the blank product to be printed, as well as the costs of printing, shipping, and provision of the Services and/or partner services provided to you.  We do not take Content into consideration when setting retail prices for Products offered for sale through the Services, so pricing is completely independent of the Content involved. 

By using the Services, you understand that the blank products offered, and their associated retail prices, may change at any time and you agree to and accept any and all such changes.

Finally, all Content offered for sale through the Services may be made available for purchase on third party websites.  Individual partners may establish and control their own retail prices, so they may differ from those on the Website.

Services Offerings	Fees	Royalties or Commissions by Sales Channel
Shops Sales	See Shops Section	See Shops Section
Website Sales	N/A	Variable rate by PTN from 5-10%[1] of Net Revenue[2]
Partner Sales[3] (% of Net Revenue)	N/A	5% of Net Revenue
Fan Portal Products Commission (% of Net Revenue)	N/A	5% of Net Revenue See also Fan Portals and Branded Product Schedules for any additional applicable terms[4]
Branded Products Royalty (e.g. Thermos) (% of Net Revenue)	N/A	5% of Net Revenue See also Fan Portals and Branded Product Schedules for any additional applicable terms4

[1] A Sales Quality Score will be assigned to each Products’ part number ("PTN"). For information on the application of a Sales Quality Score to your Products, see here.

[2] "Net Revenue" means the gross revenue actually received by us for your Products, minus discounts, returns, refunds, redos, chargebacks, taxes and shipping revenue.

[3] "Partners" are the distribution channels, platforms and mechanisms by which we sell and distribute your Products including, without limitation, any and all third party feeds, retail distribution partnerships, and any distribution channels that we own, operate and/or control.  For example, if your Content is placed on the Website, and Products bearing that Content are sold through one of our Partners such as Amazon.com, then you will receive a Royalty of 5% of the Net Revenue for all sales of your Products. We may add or eliminate distribution channels through which you may offer your Products (subject to the license terms set forth herein) at any time without liability to you and/or anyone else.

[4] Royalties for Products created and properly tagged pursuant to Fan Portals will be based on Net Revenue calculated on the terms set forth on the applicable Fan Portal pages, which vary by individual property and may change from time to time in accordance with the agreements in place with the licensors. The current list of Fan Portal properties is available here. Similarly, base goods provided for products from well-known brand names (“Branded Products”) may have special terms and commission rates as set forth on the pages referenced in Exhibit D, Special Merchandise Rules.

Exhibit C
Content Usage Policy

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Our Content Usage Policy (CUP) establishes the guidelines for your use of the Website C&B and/or the Services to upload, store and use your Content. Your use of the Website, C&B and/or Services constitutes your agreement that everything you upload, store, or use on the Website complies with this CUP, and you accept liability for any non-compliant Content.

If you believe that images on the Website or offered through the Services infringe your intellectual property rights, notify us at trademark@cafepress.com. If you are not a rightsholder, but believe that images on the Website violate this CUP, please email us at trademark@cafepress.com.

I. Prohibited Images

All Content uploaded to the Website will be evaluated against our CUP.

Below are some general examples of prohibited Content. Although CafePress has the right and authority, in its sole and absolute discretion, to remove any Content on the Website which CafePress believes violates this CUP, you are always fully responsible for all Content that you upload to the Website.

1. General Categories of Prohibited Content

Content is prohibited on the Website if it:

• may infringe the intellectual property or other rights of a third party, including rights of privacy and personality;
• makes inappropriate use of swastikas or other Nazi symbols and/or glamorizes the actions of Hitler or other individuals or groups advocating ethnic cleansing, genocide or similar activities;
• uses symbols or marks signifying hate towards another group of people;
• contains or consists of hateful and/or racist terms;
• is pornographic;
• nudity is prohibited on the Website;
• exploits images of, or the likeness of, minors;
• reveals the personal information of another person;
• contains or consists of obscenities, vulgarities, and/or offensive remarks that harass, threaten, defame or abuse others such as F*** (Ethnic Group);
• depicts violence, is obscene, abusive, fraudulent or threatening such as an image of a murder victim, morgue shots, promotion of suicide, etc.;
• depicts or glamorizes the use of "hard core" illegal substances or drugs such as a person injecting a substance in their body;
• is obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable, generally offensive or in bad taste, as determined by CafePress; or
• is otherwise prohibited by applicable law.

The list above is NOT exhaustive, and only serves as a general guideline.

AN IMPORTANT NOTE ABOUT TOLERANCE IN A DIVERSE WORLD: CafePress has millions of users, from varied backgrounds and cultures, who differ in their beliefs and views about what is considered acceptable and what is considered offensive. We recognize that along with such diversity comes differences which may result in some individuals being offended by the opinions, perspectives and creative expressions of others within our user group. We ask that you exercise tolerance, and respect each individual's right to express him- or herself in a manner consistent with our CUP.

All Content that you upload is automatically stored to the Website. We do not review any Content before you upload it to the Website. By using our Services, you assume full responsibility for all of the Content that you upload to the Website, and for complying with our CUP.

2. Examples of Content Prohibited Under Intellectual Property Laws

Following are some examples of Content that should not be uploaded to the Website under intellectual property laws:

• NO unofficial merchandise, such as Content relating to professional sports teams, videogames, or Olympic merchandise.
• NO use of names, logos, pictures or other intellectual property of musical groups or musical artists. For example, you cannot make merchandise depicting a musical group or artist simply because you run a fan-based website for that group or artist or just because you downloaded his/her/their image from an internet website. You also cannot modify the name of or other intellectual property relating to these individuals and avoid infringement.
• NO use of names, logos, pictures, or other intellectual property of sports teams, colleges/universities, clubs, or organizations. Modifications may not avoid infringement.
• NO photos, logos, caricatures, or other artwork depicting actors, actresses, models or other celebrities. Just because you take a photograph of a celebrity does not necessarily give you the right to use that photograph on merchandise, even if you digitally manipulate the photograph. However, Content depicting political figures is permissible if used to promote political free speech (and not to endorse products). A political figure is usually a person holding or seeking political office. While certain celebrities are sometimes active in politics, CafePress does not allow use of content depicting celebrities in any manner unless expressly authorized by that person.
• NO use of trademarks, names, or logos of companies. For example, you cannot use the name of a company or company logo. However, Content depicting political parties is permissible if used to promote political free speech, and the Content does not otherwise use or depict other trademarks, names, or logos.
• NO pictures or photographs of products (such as toys). Even if you own a product, intellectual property laws may still prohibit you from selling merchandise that features pictures of it. For example, you cannot take a picture of your famous doll and sell merchandise for that famous doll with that picture.

This list is NOT comprehensive. If in doubt, you should consult with an attorney.

II. Marketing Restrictions

1. CafePress Branding Bar

You may not remove or alter the CafePress branding on your storefront and store pages.

2. False or Misleading Marketing Material

You may not use false or misleading Content to market and promote your shops and products. Some examples of false and misleading information are:

• Making claims that the proceeds from sales will go to a charity without first obtaining permission from such charity to use their name in connection with product sales, and complying with all applicable laws relating to charity fundraising;
• Using a third party trademark to market your content (e.g. using "Gucci"® in your product descriptions, titles, tags or other SEO text on your CafePress shop); and
• Spamming or attempting to deliberately subvert the results of the CafePress directory or search engine with false, misleading, or unnecessarily repetitive information (e.g., tag spamming or artificially increasing your CafePress search results rankings).


3. Product-Based Content Restrictions

All Content offered on the products in Exhibit D must comply with the rules in Exhibit D, which may be more restrictive than our CUP. We reserve the right to remove any Content from the Website that violates these rules, without notice and without incurring any liability to you or any third party.

Exhibit D
THERMOS® MERCHANDISE RULES

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• No alternative use of the official Thermos corporate logo
• No use of the word "Thermos" in support of any specific causes or religious issues
• No use of profanity, vulgar or hateful language
• No use of violent graphic imagery (e.g., guns, knives)
• No use of controversial religious imagery
• No use of explicit sexual language or graphics
• No use of derogatory or disparaging language or imagery pertaining to disabilities, race, religion or nationality
• No use of Thermos products in CafePress fan portals
• No use of unauthorized copyrighted materials
• No political party affiliations (e.g., republican, democrat, candidates)
• No misrepresentations (e.g., "Made in the USA" on a product made in China or "Not Made in China" on a product made in China)

Thermos® is a registered trademark of Thermos L.L.C.
AdWords® is a registered trademark of Google Inc.
Gucci® is a registered trademark of Gucci America, Inc.