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Terms and Conditions
To be an authorized affiliate of SPELLAPRINT.COM, you agree to abide by the terms and conditions contained in this agreement. Please read this agreement carefully before registering and using the SPELLAPRINT.COM service as an affiliate. By signing up for the SPELLAPRINT.COM affiliate program, you indicate your acceptance of this agreement and its terms and conditions. AFFILIATE PROGRAM TERMS AND CONDITIONS 1. INCORPORATION 2. ONGOING COMPLIANCE 3. CANCELLED ORDERS 4. UNACCEPTABLE CONTENT 5. USE OF ADVERTISER CONTENT 6. USE OF SOFTWARE 7. MISUSE OF PHOTOWORKS.COM TRADEMARKS AND OTHER KEYWORDS 8. PROHIBITED ACTIVITIES 9. ELECTRONIC COMMUNICATION ACTIVITIES 10. TERM AND TERMINATION 11. RESPONSIBLITY FOR WEBSITE(S) AND INDEMNIFICATION 12. MODIFICATIONS 13. TRANSACTION EXCLUSIONS 14. GENERAL These Terms and Conditions are applicable to your membership in SpellaPrint.com's affiliate program, as such program is defined in the Publisher Service Agreement (the "Program"). Any SpellaPrint.com content, trademarks, logos, service marks, trade dress, slogans, copyrighted or other proprietary material, or links contained there that are authorized by SpellaPrint.com to be provided to you through the Network Service, are considered "Advertiser Content." In consideration for participating in the Program, you agree to the following terms: 1. INCORPORATION Any capitalized term that is not defined in these Terms and Conditions will have the meaning set forth in the Publisher Service Agreement. In the event of an inconsistency between the Publisher Service Agreement and these Terms and Conditions, these Terms and Conditions will control. 2. ONGOING COMPLIANCE Your continuing compliance with these Terms and Conditions is a condition of participation in the Program. If SpellaPrint.com determines, at its sole discretion, that you are not in compliance with any provision of these Terms and Conditions, or are in Material Breach of the Publisher Service Agreement, SpellaPrint.com may (without limiting any other remedies available to it) pursue any or all of the following actions: · Warn you that SpellaPrint.com will remove you from the Program upon any further occurrences; · Withhold all compensation otherwise payable to you beginning with the date on which you violated the terms of these Terms and Conditions or the Publisher Service Agreement; and/or · Remove you from the Program indefinitely and/or permanently. 3. CANCELLED ORDERS Bounties and commissions will not be paid for any orders cancelled or returned by the customer within and up to 30 days of the order date. SpellaPrint.com reserves the right to terminate upon 7 days notice any Publisher associated with a disproportionate number of cancelled or returned orders. If cancelled or returned items exceed 10% of overall orders placed within any reasonable time limit, your account will be subject to audit. 4. UNACCEPTABLE CONTENT SpellaPrint.com reserves the right to determine what is unacceptable content within its Program. 5. USE OF ADVERTISER CONTENT Notwithstanding Section 4.1 of the Publisher Service Agreement, you agree that SpellaPrint.com has sublicensed to you only the exact Advertiser Content provided by SpellaPrint.com to you directly or through the Network Service and in the form and manner available from and as specified in the Network Service. You further agree to the following duties and restrictions regarding your use of any Advertiser Content: · You may not distribute, transfer, sublicense or otherwise use Advertiser Content in a manner inconsistent with these Terms and Conditions. · You acknowledge that SpellaPrint.com owns and will retain all right, title and interest in the Advertiser Content, including, without limitation, any proprietary rights which may be developed in the future. · You will not remove or modify any trademark, service mark or privacy policy notices from the Advertiser Content. · You will not present or use any Advertiser Content in a manner that (i) could reasonably be interpreted to suggest that editorial content has been authored by or represents the views or opinions of SpellaPrint.com or SpellaPrint.com's representatives; (ii) is, in SpellaPrint.com's reasonable opinion, misleading, defamatory, libelous, obscene or otherwise objectionable; (iii) infringes, derogates, dilutes or impairs SpellaPrint.com's rights in the Advertiser Content; or (iv) uses a name of a product or service of a company other than SpellaPrint.com. You will make any changes to your use of the Advertiser Content that are requested by SpellaPrint.com . 6. USE OF SOFTWARE Your use of any client-side software is prohibited unless prior written approval is received from SpellaPrint.com in writing. 7. MISUSE OF SpellaPrint.com TRADEMARKS AND OTHER KEYWORDS You shall not bid on, register or purchase the following search terms, or list them in any search engine, portal, sponsored advertising service or any other search or referral service: SpellaPrint.com All other variations of our trademarks and keywords are approved for your use in your search engine, portal, sponsored advertising service or any other search or referral service efforts; however, such approval is subject to the following condition: You may not actively outbid SpellaPrint.com on any and all other variations of our trademarks or keywords. 8. PROHIBITED ACTIVITIES You agree not to do any of the following: · Forced Clicks/ Forced Cookies are not permitted. (An end user must take an affirmative action (i.e., clicking on your link that is located on your website or has been submitted to a third-party search engine) for you to be compensated for a transaction); · Overwrite any previously set publisher's cookies other than your own; · Cause your website(s) or advertisements to appear in response to any Internet search for any of the websites or trademarks listed under section 7 of these Terms and Conditions or located at any other website through which digital printing and related products are sold (a "Competitor Website"); · Attempt to intercept or re-direct traffic to or from, or divert referral fees to or from, any website that participates in the Program, any SpellaPrint.com websites, any Competitor Website or any other website; · Record or document any information on any SpellaPrint.com customers or keep a copy of any of the names or associated data generated through the Program via cookies or other software, whether such software has been approved by PhotoWorks.com or otherwise, or through any other method. SpellaPrint.com retains sole and exclusive rights to this data. 9. ELECTRONIC COMMUNICATION ACTIVITIES All mass electronic Internet communication currently available (e.g., emails, newsletters, instant messaging, internet radio broadcasts, etc.) or any electronic internet communication technologies developed in the future containing Advertiser Content or SpellaPrint.com trademarks or promoting SpellaPrint.com , must be pre-approved in writing by SpellaPrint.com . In addition the use of email list rentals for any reason is strictly forbidden. Please contact SpellaPrint.com by email at info@SpellaPrint.com for more information on using mass electronic communications in conjunction with your participation in the Program. In addition, under no circumstances shall you send "commercial electronic mail messages" as such term is defined in the federal CAN- SPAM Act of 2003, or as restricted by any future federal, state or local legislation, with respect to the Program. PhotoWorks.com reserves the right to collect, withhold or cancel any and all compensation related to the content you send via "commercial electronic mail messages". 10. TERM AND TERMINATION These Terms and Conditions shall be in effect and legally binding upon you unless and until either party properly terminates these Terms and Conditions. You may terminate these Terms and Conditions at any time by removing SpellaPrint.com links from your website(s) and terminating your affiliation with SpellaPrint.com through the Network Service. SpellaPrint.com may terminate your affiliation with the Program if it is determined that 1. you have violated the terms of this agreement or 2. we find that your site is unsuitable for the program for any reason. 11. RESPONSIBLITY FOR WEBSITE(S) AND INDEMNIFICATION You will be solely responsible for the development, operation and maintenance of your website(s) and for all content that appears on your website(s). SpellaPrint.com disclaims all liability for matters related to your website(s). Further, you agree to indemnify and hold SpellaPrint.com , and its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees, harmless from all claims, damages, demands and expenses (including, without limitation, any reasonable attorneys' fees) relating to the development, operation, maintenance and contents of your website, your use of the Advertiser Content and SpellaPrint.com trademarks, your violation of these Terms and Conditions or your violation of any rights of another party. You will permit PhotoWorks.com, at its election, to assume and control the defense of any such claim. 12. MODIFICATIONS SpellaPrint.com may modify any provision of these Terms and Conditions by giving you seven (7) days prior written notice through the Network Service. Your continued participation in the Program following SpellaPrint.com notification of a modification will constitute your legally binding acceptance of such change. If any modification is unacceptable to you, you must terminate your participation in the Program through the Network Service. Modifications to these Terms and Conditions may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. You agree that your consent is not necessary to modify any of the terms of this agreement. 13. TRANSACTION EXCLUSIONS None 14. GENERAL The Publisher Service Agreement, SpellaPrint.com detail page on the Network Service, these Terms and Conditions and any amendments or addendums to any of the foregoing constitute the entire agreement between you and SpellaPrint.com and govern your participation in the Program, superseding any prior agreements between you and SpellaPrint.com . These Terms and Conditions and the relationship between you and SpellaPrint.com shall be governed by the laws of the State of Florida. The failure of SpellaPrint.com to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms and Conditions shall remain in full force and effect. You will not assign, transfer, sublicense or otherwise delegate your rights under these Terms and Conditions without the prior written consent of SpellaPrint.com . Any such assignment, transfer, sublicense or delegation in derogation of this provision shall be null and void. BY APPLYING FOR THE PROGRAM AND CLICKING ON THE "ACCEPT" ICON BUTTON YOU ARE SIGNIFYING YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS AGREEMENT
I have read, understand and agree to the above terms and conditions.
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