Associates Program Agreement
This Agreement has expired and been replaced by the new Ambassador Program Agreement. Please use the navigation menu above to view updated Terms of Use.
Effective 1 April, 2019
This Associates Programme Agreement ("Agreement") contains the complete terms and conditions that apply to your participation in the Zazzle Associates Programme ("Programme). As used in this Associates Agreement, "we", "us" or "Zazzle" means Zazzle Inc., and "you" means the Programme enrollee. In this Associates Agreement, "Site" refers to Zazzle's mobile apps and websites, including the website located at www.zazzle.com and any corresponding foreign domains for such website; "Products" means any item offered for sale on the Site; "Users" refers to visitors to the Site; "Your Site(s)" refers to any site on which you place links to the Site; and "Your Associate ID" refers to an ID created at the time you establish your associate account. This Associates Agreement supplements the Zazzle User Agreement, Privacy Policy, Volume Bonus Agreement, Shipping and Returns Policy and Creator Licence Agreement (collectively, "Policies"), which are all incorporated by this reference.
This Associates Programme Agreement ("Agreement") contains the complete terms and conditions that apply to your participation in the Zazzle Associates Programme ("Programme"). As used in this Associates Agreement, "us"} or "Zazzle" means Zazzle Inc., and "you" means the Programme enrollee. In this Associates Agreement, "Site" refers to Zazzle's mobile apps and websites, including the website located at www.zazzle.com and any corresponding foreign domains for such website; "Products" means any item offered for sale on the Site; "Users" refers to visitors to the Site; "Your Site(s)" refers to any site on which you place links to the Site; and "Your Associate ID" refers to an ID created at the time you establish your associate account. This Associates Agreement supplements the Zazzle User Agreement, Privacy Policy, Volume Bonus Agreement, Shipping and Returns Policy and Creator Licence Agreement (collectively, "Policies"), which are all incorporated by this reference.
1. Enrollment in the Programme
Please see our Help Center article to learn How to Join the Associates Programme. We may discontinue your participation in the Programme if we determine (in our sole discretion) that Your Site is unsuitable for the Programme for any reason, including, but not limited to, sites that:
1.1. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
1.2. promote illegal activities;
1.3. promote violence;
1.4. promote sexually explicit materials;
1.5. promote materials that violate intellectual property rights, including Zazzle's intellectual property rights;
1.6. include in the site's URL "Zazzle" or any other trademark of us or our affiliates, or variations of misspellings of any of such trademarks; or
1.7. are primarily dedicated to dissemination of coupons.
Please see our Help Center article to learn How to Join the Associates Programme. We may discontinue your participation in the Programme if we determine (in our sole discretion) that Your Site is unsuitable for the Programme for any reason, including, but not limited to, sites that:
1.1. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
1.2. promote illegal activities;
1.3. promote violence;
1.4. promote sexually explicit materials;
1.5. promote materials that violate intellectual property rights, including Zazzle's intellectual property rights;
1.6. include in the site's URL "Zazzle" or any other trademark of us or our affiliates, or variations of misspellings of any of such trademarks; or
1.7. are primarily dedicated to dissemination of coupons.
2. Utilising Our Links on Your Site
For Your Site(s), we will make available to you button links and/or text links that have a unique URL for use as a link to the Site, containing Zazzle's logo and/or words identifying Zazzle (collectively, "Link(s)"), which subject to the terms and conditions hereof, you may display on Your Site. You may also use Your Associate ID on Your Site or any other promotional materials for purposes of sending Users to the Site. In utilizing the Links and Your Associate ID, you agree that you will cooperate fully with us in order to establish and maintain the Links, and shall display such Links and Your Associate ID and any associated graphic images prominently throughout Your Site and on other promotional materials. The Link may only be modified and/or expanded with our prior written consent. Each Link connecting users of Your Site to the Site will in no way alter the look, feel or functionality of the Site. We have the right, in our sole discretion, to monitor Your Site at any time and from time to time to determine if you are in compliance with the terms of this Associates Agreement.
For Your Site(s), we will make available to you button links and/or text links that have a unique URL for use as a link to the Site, containing Zazzle's logo and/or words identifying Zazzle (collectively, "Link(s)"), which subject to the terms and conditions hereof, you may display on Your Site. You may also use Your Associate ID on Your Site or any other promotional materials for purposes of sending Users to the Site. In utilizing the Links and Your Associate ID, you agree that you will cooperate fully with us in order to establish and maintain the Links, and shall display such Links and Your Associate ID and any associated graphic images prominently throughout Your Site and on other promotional materials. The Link may only be modified and/or expanded with our prior written consent. Each Link connecting users of Your Site to the Site will in no way alter the look, feel or functionality of the Site. We have the right, in our sole discretion, to monitor Your Site at any time and from time to time to determine if you are in compliance with the terms of this Associates Agreement.
3. Order Processing
We will process Product orders placed by Users who follow the Links provided by Zazzle from Your Site to the Site or who directly access the Site via Your Associate ID ("Referral Sales"). We reserve the right to reject orders that do not comply with our Zazzle User Agreement or any other requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfilment, including, among other things, order entry, payment processing, shipping, cancellations, returns, and facilitating related customer service. We will track the volume and amount of sales generated by Your Site and will make unaudited reports, summarising this sales activity, available to you through the Programme in the "My Account" section of your account. The form, content, and frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between Your Site and the Site are properly formatted.
We will process Product orders placed by Users who follow the Links provided by Zazzle from Your Site to the Site or who directly access the Site via Your Associate ID ("Referral Sales"). We reserve the right to reject orders that do not comply with our Zazzle User Agreement or any other requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfilment, including, among other things, order entry, payment processing, shipping, cancellations, returns, and facilitating related customer service. We will track the volume and amount of sales generated by Your Site and will make unaudited reports, summarising this sales activity, available to you through the Programme in the "My Account" section of your account. The form, content, and frequency of the reports may vary from time to time in our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between Your Site and the Site are properly formatted.
4. Referral Fees
We will pay you a referral fee as specified in the Referral Fee Table ("Referral Fee(s)"), which may be updated from time-to-time and as we release new Products, based on Net Referral Sales from Referral Sales we receive from Users of Your Site who purchase Products by i) utilising the Links to navigate between Your Site and the Site or accessing the Site via Your Associate ID; and ii) and making a purchase as detected by the cookie described below. "Net Referral Sales" means the purchase price received by Zazzle for the Products minus amounts charged for shipping, handling, packaging, insurance, and sales or similar taxes; refunds, credits, and reversals.
The Referral Fee rate is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Referral Fee Rate, pursuant to the provisions of Section 12 of this Associates Agreement. No Referral Fee will be paid if the visitor to the Site cannot be tracked by our system. If a visitor previously visited the Site via the Link on Your Site or Your Associate ID and then later returns to the Site via another Link or Associate URL, then Referral Fees will be paid to the party that most recently referred the visitor.
We will record the time for each User each time such User visits the Site via the Links or Your Associate ID using cookies. Users may block or delete such cookie, and the possible replacement of such cookie as a result of the User entering the Site from a different destination or such blocking or deletion of the cookie may result in our inability to place or detect the cookie. In such a case, no Referral Fees will be paid.
The time for each User visit will reset every forty-five (45) days, and Zazzle will pay the Associate who referred the most recent User(s) making a purchase. The only exception is where a User who originally (and most recently) entered the Site through one Associate's Link re-enters the Site through another Associate's Link within approximately a week prior to purchase. In such a case, the original Associate will receive the Referral Fee.
Only Products that are sold by us (as a result of Links to the same domain of the Site on which the purchase is made), shipped to a User and for which we have received full payment will qualify for a Referral Fee. For a sale to generate a Referral Fee, the User must follow a Link to the Site or access the Site via Your Associate ID, purchase the Product or Products in question using our online ordering system, accept delivery of the item at the shipping destination, and remit full payment to us.
We will pay you a referral fee as specified in the Referral Fee Table ("Referral Fee(s)"), which may be updated from time-to-time and as we release new Products, based on Net Referral Sales from Referral Sales we receive from Users of Your Site who purchase Products by i) utilising the Links to navigate between Your Site and the Site or accessing the Site via Your Associate ID; and ii) and making a purchase as detected by the cookie described below. "Net Referral Sales" means the purchase price received by Zazzle for the Products minus amounts charged for shipping, handling, packaging, insurance, and sales or similar taxes; refunds, credits, and reversals.
The Referral Fee rate is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Referral Fee Rate, pursuant to the provisions of Section 12 of this Associates Agreement. No Referral Fee will be paid if the visitor to the Site cannot be tracked by our system. If a visitor previously visited the Site via the Link on Your Site or Your Associate ID and then later returns to the Site via another Link or Associate URL, then Referral Fees will be paid to the party that most recently referred the visitor.
We will record the time for each User each time such User visits the Site via the Links or Your Associate ID using cookies. Users may block or delete such cookie, and the possible replacement of such cookie as a result of the User entering the Site from a different destination or such blocking or deletion of the cookie may result in our inability to place or detect the cookie. In such a case, no Referral Fees will be paid.
The time for each User visit will reset every forty-five (45) days, and Zazzle will pay the Associate who referred the most recent User(s) making a purchase. The only exception is where a User who originally (and most recently) entered the Site through one Associate's Link re-enters the Site through another Associate's Link within approximately a week prior to purchase. In such a case, the original Associate will receive the Referral Fee.
Only Products that are sold by us (as a result of Links to the same domain of the Site on which the purchase is made), shipped to a User and for which we have received full payment will qualify for a Referral Fee. For a sale to generate a Referral Fee, the User must follow a Link to the Site or access the Site via Your Associate ID, purchase the Product or Products in question using our online ordering system, accept delivery of the item at the shipping destination, and remit full payment to us.
5. Payment Terms
For Payment Terms, please see the Zazzle User Agreement.
For Payment Terms, please see the Zazzle User Agreement.
6. Policies and Pricing
Users who buy Products through this Programme will be deemed to be customers of Zazzle ( "Customers"). Accordingly, all Zazzle rules, policies, and operating procedures concerning Customer orders, customer service, and Product sales apply to those Customers. We may change our policies and operating procedures at any time. For example, we or our partners will determine the prices to be charged for Products sold under this Programme in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you already have listed on Your Site, you may not include price information in your Product descriptions. We will try to present accurate information, but we cannot guarantee the availability or price of any particular Product.
Users who buy Products through this Programme will be deemed to be customers of Zazzle ( "Customers"). Accordingly, all Zazzle rules, policies, and operating procedures concerning Customer orders, customer service, and Product sales apply to those Customers. We may change our policies and operating procedures at any time. For example, we or our partners will determine the prices to be charged for Products sold under this Programme in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you already have listed on Your Site, you may not include price information in your Product descriptions. We will try to present accurate information, but we cannot guarantee the availability or price of any particular Product.
7. Identifying Yourself as an Associate
You may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Associates Agreement (including by expressing or implying that Zazzle supports, sponsors, endorses, or contributes money to any charity or other cause). You agree that you will comply with all rules, laws and regulations in promoting Your Site, and you agree that you will comply with all rules and regulations with respect to advertising, promoting and endorsing the Products.
You may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Associates Agreement (including by expressing or implying that Zazzle supports, sponsors, endorses, or contributes money to any charity or other cause). You agree that you will comply with all rules, laws and regulations in promoting Your Site, and you agree that you will comply with all rules and regulations with respect to advertising, promoting and endorsing the Products.
8. Non-Exclusive Limited Licence and Use of Zazzle Logos, Trademarks and Brand
Subject to the terms of this Associates Agreement and the Zazzle User Agreement, we grant you a limited, non-exclusive, non-transferable, revocable, non-sublicensable right to use any of our (i) trade names, trademarks or any other intellectual property rights; or (ii) graphic images, text or any other of our images (including but not limited to images of your Products) for which we grant express permission (collectively, "Licenced Materials"), solely for the purpose of identifying Your Site as a Programme participant and to assist in generating Product sales. You are only entitled to use the Licenced Materials to the extent that you are a member, in good standing, of the Programme, and you agree to comply with Zazzle's published trademark guidelines. We may revoke your licence at any time by giving you written notice.
You may not use Zazzle's brand to generate Referral Fees. This includes, but is not limited to, bidding on any keywords containing the trademark "Zazzle" or using the trademark "Zazzle" in advertisements associated with paid search, online content networks and online display networks. If you violate this term or any other terms and conditions, your Referral Fees may be permanently withheld and your account with us may be terminated.
Subject to the terms of this Associates Agreement and the Zazzle User Agreement, we grant you a limited, non-exclusive, non-transferable, revocable, non-sublicensable right to use any of our (i) trade names, trademarks or any other intellectual property rights; or (ii) graphic images, text or any other of our images (including but not limited to images of your Products) for which we grant express permission (collectively, "Licenced Materials"), solely for the purpose of identifying Your Site as a Programme participant and to assist in generating Product sales. You are only entitled to use the Licenced Materials to the extent that you are a member, in good standing, of the Programme, and you agree to comply with Zazzle's published trademark guidelines. We may revoke your licence at any time by giving you written notice.
You may not use Zazzle's brand to generate Referral Fees. This includes, but is not limited to, bidding on any keywords containing the trademark "Zazzle" or using the trademark "Zazzle" in advertisements associated with paid search, online content networks and online display networks. If you violate this term or any other terms and conditions, your Referral Fees may be permanently withheld and your account with us may be terminated.
9. Non-Exclusive Limited Licence and Use of Associate Logos and Trademarks
You grant us a non-exclusive licence to utilize your names, titles, logos, and trademarks (collectively, "Associate Trademarks"), to advertise, market, promote and publicise in any manner our rights hereunder. Notwithstanding anything herein to the contrary, we shall not be required to advertise, market, promote or publicise Your Site or any of your Associate Trademarks. You hereby represent and warrant that you are the sole and exclusive owner of the Associate Trademarks and/or have the right and power to grant to us the licence to use same in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
You agree to indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorneys' fees and expert witness fees) relating to any breach of the above representations and warranties.
The licence in this Section 9 shall terminate upon the effective date of the expiration or termination of this Associates Agreement. This licence will also terminate should Zazzle, in its sole discretion, terminate your account and use of our Site and any related programmes.
You grant us a non-exclusive licence to utilize your names, titles, logos, and trademarks (collectively, "Associate Trademarks"), to advertise, market, promote and publicise in any manner our rights hereunder. Notwithstanding anything herein to the contrary, we shall not be required to advertise, market, promote or publicise Your Site or any of your Associate Trademarks. You hereby represent and warrant that you are the sole and exclusive owner of the Associate Trademarks and/or have the right and power to grant to us the licence to use same in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
You agree to indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorneys' fees and expert witness fees) relating to any breach of the above representations and warranties.
The licence in this Section 9 shall terminate upon the effective date of the expiration or termination of this Associates Agreement. This licence will also terminate should Zazzle, in its sole discretion, terminate your account and use of our Site and any related programmes.
10. Responsibility for Your Site
You are responsible for the development, operation and maintenance of Your Site and for all materials that appear on Your Site. We have no responsibility for the development, operation and maintenance of Your Site and for all materials that appear on Your Site. You also are responsible for ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party (including, without limitation, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on Your Site are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of any applicable law, rule, regulation, order judgment or decree. You will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees and expert witness fees) relating to the development, operation, maintenance, and contents of Your Site.
You are responsible for the development, operation and maintenance of Your Site and for all materials that appear on Your Site. We have no responsibility for the development, operation and maintenance of Your Site and for all materials that appear on Your Site. You also are responsible for ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party (including, without limitation, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on Your Site are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of any applicable law, rule, regulation, order judgment or decree. You will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees and expert witness fees) relating to the development, operation, maintenance, and contents of Your Site.
11. Term of the Agreement
The term of this Associates Agreement will begin upon our acceptance of your Programme Application and will end when terminated by either party ("Term"). Either you or we may terminate this Associates Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice for us to terminate this Associates Agreement. If this Associates Agreement is terminated because you have violated the terms of this Associates Agreement or if this Associates Agreement is terminated because Your Site violates any content restrictions set forth in Section 1, you are not eligible to receive any Referral Fee payments, even for Referral Fees earned prior to the date of termination. If this Associates Agreement is terminated for any other reason, you are only eligible to earn Referral Fees on sales occurring during the Term of the Associates Agreement, and Referral Fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We reserve the right to withhold your final Referral Fee payment for a reasonable time to ensure that the correct amount is paid by the Customer to us.
The term of this Associates Agreement will begin upon our acceptance of your Programme Application and will end when terminated by either party ("Term"). Either you or we may terminate this Associates Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice for us to terminate this Associates Agreement. If this Associates Agreement is terminated because you have violated the terms of this Associates Agreement or if this Associates Agreement is terminated because Your Site violates any content restrictions set forth in Section 1, you are not eligible to receive any Referral Fee payments, even for Referral Fees earned prior to the date of termination. If this Associates Agreement is terminated for any other reason, you are only eligible to earn Referral Fees on sales occurring during the Term of the Associates Agreement, and Referral Fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We reserve the right to withhold your final Referral Fee payment for a reasonable time to ensure that the correct amount is paid by the Customer to us.
12. Modification
We may modify any terms or conditions contained in this Associates Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, and/or the posting on the Site of a change notice or a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Associates Agreement. Modifications may include, but are not limited to, changes in the scope of available Referral Fees, referral schedules, payment procedures, and Programme rules. All such modifications shall take effect forty-eight (48) hours after we serve notice as provided above, unless we indicate otherwise. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS ASSOCIATES AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAMME, FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE SITE OR RECEIPT OF AN EMAIL NOTICE OF THE CHANGE, WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
We may modify any terms or conditions contained in this Associates Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, and/or the posting on the Site of a change notice or a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Associates Agreement. Modifications may include, but are not limited to, changes in the scope of available Referral Fees, referral schedules, payment procedures, and Programme rules. All such modifications shall take effect forty-eight (48) hours after we serve notice as provided above, unless we indicate otherwise. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS ASSOCIATES AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAMME, FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE SITE OR RECEIPT OF AN EMAIL NOTICE OF THE CHANGE, WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
13. Relationship of Parties
You and Zazzle are independent contractors, and nothing in this Associates Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. Zazzle exercises no control over you other than the ability to limit or terminate your ability to use the Site. You will not make any statement, whether on Your Site or otherwise, that reasonably would contradict anything in this Section. You hereby grant us the right to issue press releases relating to the Programme and the fact that you are a member of the Programme, without seeking your prior consent.
You and Zazzle are independent contractors, and nothing in this Associates Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. Zazzle exercises no control over you other than the ability to limit or terminate your ability to use the Site. You will not make any statement, whether on Your Site or otherwise, that reasonably would contradict anything in this Section. You hereby grant us the right to issue press releases relating to the Programme and the fact that you are a member of the Programme, without seeking your prior consent.
14. Confidentiality
We may disclose to you certain information as a result of your participation as part of the Programme, which information we consider to be confidential ("Confidential Information"). For purposes of this Associates Agreement, Confidential Information shall include, but not be limited to, any modifications to the terms and provisions of this Associates Agreement made specifically for Your Site and not generally available to other members of the Programme; Site, business and financial information relating to Zazzle and its Customers; vendor lists relating to Zazzle; and pricing and sales information for Zazzle and any members of the Programme, other than you. Confidential Information shall also include any information that we designate as confidential during the Term of this Associates Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilised, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranty of merchantability, fitness for a particular purpose or freedom from patent, infringement of any third party rights, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.
We may disclose to you certain information as a result of your participation as part of the Programme, which information we consider to be confidential ("Confidential Information"). For purposes of this Associates Agreement, Confidential Information shall include, but not be limited to, any modifications to the terms and provisions of this Associates Agreement made specifically for Your Site and not generally available to other members of the Programme; Site, business and financial information relating to Zazzle and its Customers; vendor lists relating to Zazzle; and pricing and sales information for Zazzle and any members of the Programme, other than you. Confidential Information shall also include any information that we designate as confidential during the Term of this Associates Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilised, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranty of merchantability, fitness for a particular purpose or freedom from patent, infringement of any third party rights, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.
15. Cooperation
If Zazzle asks you for clarification or for more information on any orders or clicks that we (in our sole discretion) suspect may be in violation of this Associates Agreement, Programme and/or Policies, we expect that you will respond in a timely and honest manner. The following responses (collectively, "Violations") constitute violations of the Programme: (i) if you are not forthcoming, intentionally vague or are found to be lying; (ii) if you are not responsive within a reasonable time period or after multiple attempts to contact you using information listed in your account; or (iii) if you cannot substantiate or validate the source of your traffic to the Programme with clear and demonstrable proof. In the event of a Violation, Zazzle reserves the right, in its sole discretion, to do any or all of the following: (a) reverse orders; (b) set your Referral Fee to zero percent (0%); (c) suspend you from the Programme for the period or orders in question; or (d) suspend you from the Programme entirely. We understand that Violations may be the result of automated processes; however, it is incumbent upon each Associate to ensure that it has appropriate checks and balances in place to proactively address these issues and adhere to Programme rules.
If Zazzle asks you for clarification or for more information on any orders or clicks that we (in our sole discretion) suspect may be in violation of this Associates Agreement, Programme and/or Policies, we expect that you will respond in a timely and honest manner. The following responses (collectively, "Violations") constitute violations of the Programme: (i) if you are not forthcoming, intentionally vague or are found to be lying; (ii) if you are not responsive within a reasonable time period or after multiple attempts to contact you using information listed in your account; or (iii) if you cannot substantiate or validate the source of your traffic to the Programme with clear and demonstrable proof. In the event of a Violation, Zazzle reserves the right, in its sole discretion, to do any or all of the following: (a) reverse orders; (b) set your Referral Fee to zero percent (0%); (c) suspend you from the Programme for the period or orders in question; or (d) suspend you from the Programme entirely. We understand that Violations may be the result of automated processes; however, it is incumbent upon each Associate to ensure that it has appropriate checks and balances in place to proactively address these issues and adhere to Programme rules.
16. Indemnification
You agree to indemnify, defend and hold harmless Zazzle, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively, "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Associate Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; (iii) any claim related to Your Site; or (iv) any unauthorized use of image links, text links or other artwork or materials supplied to you by us.
You agree to indemnify, defend and hold harmless Zazzle, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively, "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Associate Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; (iii) any claim related to Your Site; or (iv) any unauthorized use of image links, text links or other artwork or materials supplied to you by us.
17. Independent Investigation
YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS ASSOCIATES AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAMME AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS ASSOCIATES AGREEMENT.
YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS ASSOCIATES AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAMME AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS ASSOCIATES AGREEMENT.
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