Terms and Conditions
These terms and conditions (“Terms”), including any annexes attached hereto or will be added from time to time (this “Agreement”) are entered into by and between Cherado Art Empire and B2CPrint LTD. (“Company”, “we”, “our” or “ us”) and you (“Affiliate”, “you” or “your”) regarding your use of the “Order a Print” and any related service (the “Services”) and the integration of which into your website (the “Site”).
By integrating the Services into the Site and/or otherwise using them, you hereby accept and agree to be bound by the following terms and conditions which constitute a legal and binding agreement between the Company and you. You represent that you have the legal competence to enter into this Agreement. If you are entering into this Agreement on the behalf of an entity, you represent that you have legal authority to bind that entity. In the event of any conflict between the provisions in this Agreement and any document attached hereto, this Agreement shall prevail with respect to your use of the Services.
Subject to your compliance with these Terms, The Company grants you and you hereby accept, a non-exclusive, non-transferable, non-sub-licensable, fully revocable, personal non-commercial right and license to integrate, host or incorporate the Services into the Site, and offer them to your end users, including but not limited to any of the services respective Plug-Ins, APIs, SDKs, web extension, Links and all elements, components, Trademarks, associated tools and executables (collectively and together with the above definition, the "Services") or other service operated or administered by you, in accordance with the terms and conditions hereof.
This Agreement takes effect upon your acceptance of this Agreement, whether by: (i) taking any step to integrate or host the Services in your Site, or by otherwise using the Services, or any part thereof, or (ii) signing this Agreement, including by checking any check box or completing registration and/or integration process.
1.1. “Confidential Information” means any non-public, proprietary, confidential or trade secret information of any party, whether written or oral, and regardless of the manner in which it is furnished, which given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive, including, without limitation, business procedures, technology and any related documentation, client list, developments, business partners or other information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party") either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Confidential Information shall not include any information which: (i) was known to the Receiving Party or in its possession at the time of disclosure without any confidentiality obligation; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is independently developed by the Receiving Party without reliance on or use of the Confidential Information or any part thereof and the Receiving Party can show written proof of such independent development or (iv) required to be disclosed by applicable law, regulatory authority or a valid court order, provided that the Receiving Party shall provide the Disclosing Party with reasonable prior written notice of the required disclosure and the disclosure shall be limited to the extent expressly required; or (v) the prior consent of the Disclosing Party to release the Confidential Information was obtained.
1.2. “End User” means an individual, human end user who interacts with the Services via the Site (i.e. not bots, macro programs, internet agents, crawlers or any other automated program intended to generate non-human action).
1.3. “Intellectual Property Rights” means any and all copyrighted works, patents/patent applications, Trademarks and service marks, registered designs, design rights and copyright, moral rights, utility models, rights in databases and other protectable lists of information, domain names, trade secrets, inventions and know-how, trade and business names, domain names, get-ups, logos and trade dress (including all extensions, revivals and renewals, where relevant) in each case whether registered or unregistered and applications for registration of any of them and the goodwill attaching to any of them and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world.
1.4. “Links” shall mean banners, button links, icons, text links and other content as determined by the Company and as may be available through the Services to be integrated in or placed on the Site.
1.5. “Net Revenue” means revenue actually received by the Company as a result of End User orders via the Services integrated into the Site, after deduction of all payments to third parties, payments for processing, printing, packaging, shipping and clearing services, commissions, adjustments (including cancellations, refunds and chargebacks, where applicable, and all and other expenses made in connection with accruing the revenues.
1.6. “Site” shall have its meaning above, and shall also mean to include the website/s owned, controlled, hosted or operated by you (or that you own the due permissions and licenses to operate such website) to which the Services will be integrated and will be made available to End Users.
1.7. “Trademarks” shall mean the Company registered and unregistered trademarks, trade names and brands.
1.8. “Qualified Event” means successful transaction resulted directly from your integration of the Services and ended with full payment to the Company by End User; The following events will not be considered as Qualified Events: (a) Any transaction which has been cancelled or charged-back by End User within 30 days; (b) Any fraudulent transaction (such as fictitious purchases or actions made following fraudulent activity or presentation); (c) Transactions made in countries which cannot be delivered or provided; (d) transaction resulted by any fraudulent or unauthorized use of Intellectual Property Right; (e) transactions made as a result any action which is in violation of this Agreement;
2. Registration and User Account
2.1. In order to integrate and use the Services, you must submit a completed an Application Form and create your own user account. You are required to keep your user account credentials confidential and safeguard them reasonably.
2.2. You must accurately complete the Registration Form and not use any means to mask your true identity or contact information.
2.3. Once submitted the Registration Form and accepted these Terms you will be able to integrate and implement the Services in your Site and offer the Services to End Users.
3. Operating as an Affiliate; License
3.1. During the Term and subject to these Terms, the Company hereby grants you a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sub-licensable license to: (a) integrate, host or incorporate the Services in the Site, thereby enabling End Users to use the Services; (b) placing the Links and using the Trademarks solely in connection with the Services; and (c) access and use the Services to the extent permitted hereof. All rights which are not expressly granted herein are expressly reserved by the Company.
3.2. You may not make any use of the Services, or any part thereof, in any manner which is not expressly permitted by this Agreement, including but not limited to: (i) use, copy, edit, compile, hack, adapt, create derivative works of or modify the Services or any part thereof; (ii) distribute any type of harmful applications or components which intentionally pose a security risk or create or exploit any security vulnerabilities, or any other malicious code or conduct, including taking any action that may materially interfere with or disrupt the End User's experience or their ability to use the Services or their device, including virus, adware, worms, Trojan Horses, malware, spyware or any other similar malicious activities, products, files or programs designed to interrupt, hijack, destroy, limit or adversely affect the functionality of any computer software, hardware, network or telecommunications equipment; (iii) sell, transfer, sublicense, lease, lend, disclose access to, rent or otherwise distribute the Services to any other person or entity; (iv) use the Services in any unlawful or fraudulent manner, for any unlawful purpose, or in any manner inconsistent with this Agreement; (v) interfere with or disrupt the Services or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Services for you own use as permitted herein); (vi) disassemble, decompile, circumvent, attempt to derive the source code of, or otherwise reverse engineer the Services or any part thereof;
3.3. You are fully responsible for all activities that are undertaken under this license to use the Services, regardless of whether such activities are undertaken by you directly or indirectly (including by third party).
3.4. During the Term of this Agreement, the Company shall provide you, at its sole discretion, support or modifications for the Services. Notwithstanding anything herein to the contrary, the Company may terminate the provision of such support or modifications, at any time and for any or no reason, without notice or liability to you. The Company may release subsequent versions of the Services and may require that you will use such subsequent versions of the Services in any subsequent versions of the Site. Notwithstanding the foregoing, the Company may, in its sole discretion, cease provision of support to any version of the Services. Your continued use of the Services following a release of a subsequent version will be deemed as your acceptance of the modifications in such subsequent version.
3.5. Your use of the Trademarks and Links will be made only for purposes of marketing and promoting the Services and only in accordance with applicable laws, rules and regulations.
3.6. You hereby acknowledge that nothing herein shall be deemed to grant you exclusivity in relation to providing services to us and you shall not claim or hold yourself out to any third party as having any type of exclusivity with your relationship with the Company at any time or in any manner.
3.7. You and the Company are independent contractors and neither this Agreement, nor any term or condition contained herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise between the parties.
3.8. You agree to receive from time to time promotional materials from us, by mail, e-mail or any other contact form you may provide us with (including your phone number). If you wish not to receive such promotional materials or notices – please just notify us at any time.
4. Commission & Reporting
4.1. In consideration for your integration of the Services and make them available to End Users (including the display and promotion of the Links and Services) you will be entitled to receive commission based on the margin you define in the app control panel as your desirable commission. In either case, each commission method will be inclusive of any tax and will be paid out of the Net Revenue that will be received by us for each Qualified Event (the “Commission”).
4.2. We will pay the Commission to you within 5 business days from clicking the "Withdraw Commissions" button available to you via the Services, provided that you performed the Services resulting in Qualified Events.
4.3. You hereby agree that the Company measurements and calculations in relation to the number of Qualified Events and the total Commission shall be final and not open to review or appeal.
4.4. You hereby expressly agree that we shall not be required to pay you the Commission until such time that the aggregate Commission for any applicable month(s) equals one U.S. Dollars ($1 USD).
4.5. During the Term of this Agreement, the Company will provide you with an online monthly report (the “Monthly Report”) with regards to the number of Qualified Events and the total Commission for that particular month. The Company reserves the right to re-adjust any Monthly Report up to 90 days from when it has been made available to you (the “Adjusted Report”) as a result of third party adjustments, fraudulent activities/transactions, cancellation or chargebacks. The Company shall not be liable for any unavailability or inaccuracy, temporary or otherwise, of the Monthly Report or Adjusted Report.
4.6. If you disagree with the information contained in the Monthly Report or Adjusted Report, you must provide us with written notice, which shall include detailed reasons for such dispute (the “Dispute Notice”) by no later than forty-eight (48) hours as of receipt of the applicable Monthly Report or Adjusted Report (the “Notice Period”). Following receipt of a Dispute Notice, the Company will examine in good faith the Dispute Notice and will work to address such notice in a reasonable time period. If Dispute Notice is not received by the Company within the Notice Period, the relevant Monthly Report or Adjusted Report (as applicable) will be considered as final and binding by you. The Company may withhold payment of any disputed amounts until such dispute is resolved.
4.7. The payment of Commissions by the Company shall be made directly to you via PayPal (and provided that you own PayPal account and provided such account details in the Application Form). In the event that you provide the Company with incorrect or incomplete details in relation to your account we will not transfer the Commissions to you, until you provide the Company with all required information.
4.8. In the event of any breach of the terms of this Agreement by you (or any third party on your behalf), the Company may, in its sole discretion, suspend, withhold and/or deny any payment and/or consideration due to you.
4.9. Each party shall be solely liable for any tax, charge or levy imposed on such party in respect of its receipt of any sum due and payable under this agreement by any relevant authority and all amounts due and payable by the Company to you are inclusive of any VAT, tax, charge or levy which may be imposed on such payment and the Advertiser shall be under no obligation to increase such payment in the event such tax becomes applicable.
5. Your Representations and Warranties
5.1. You hereby warrant and represent that:
5.1.1. You have good and sufficient capacity, power, authority and right to enter into, execute and deliver this Agreement, to complete the transactions contemplated hereby and to duly observe and perform the covenants and obligations contained herein;
5.1.2. Where applicable, you are duly organized and in good standing under the laws of its state of organization;
5.1.3. The execution of the Agreement or the performance by you of your obligations under the Agreement do not and will not breach any other obligation or agreement which you are subjected to or any applicable law, regulation or directive;
5.1.4. You will not use the Services in violation of any of the terms of this Agreement or any applicable law, regulations, best industry practices or any third party rights, including intellectual property rights, privacy or publicity rights;
5.1.5. You are the owner of the Intellectual Property Rights (including copyrights) of the Site and any item, image, text, links, photos or copyrighted material included therein at any version and/or model released (collectively or in separate, the “Site Content”) or it has due permissions and licenses to use the Site, integrate the Services within and offer them to End Users; Publisher further represents that it has the rights and licenses to make such Site Content available to End Users and enable End Users to print, copy, establish, publish the Site Content in a manner utilized by the Services.
5.1.6. You are solely responsible for the Site including the Site Content and the use of End User in such Site and Site Content (including by using the Services).
5.1.7. You will report to the Company of any End User compliant, or where you become aware of any misuse or abuse of the Services, or any infringement of any third party rights, including intellectual property, privacy or publicity rights in connection with the Services;
5.1.8. You will allow the Company to promote or advertise its services or products through the Site, whether by marketing campaigns, promotions, discounts, coupons, or other offers via the Services.
5.1.9. The Site and any creative material included therein shall not contain any content which: (i) is false, deceptive or misleading or fraudulent; (ii) is libelous, defamatory or slanderous (iii) promotes illegal material (iv) is in violation of any law, regulation or directive; (v) promotes the sale or consumption of fake or counterfeit items, illegal or recreational drugs, prescription drugs, alcohol or tobacco products; (vi) violation of any Intellectual Property Right; (vii) promotes, uses or enables any form of malware, spyware, adware, virus, Trojan, worms or any type of malicious file, code or activity designed to interrupt, hijack, destroy, limit or adversely affect the functionality of any device, site or software (including without limitation the Services);
5.1.10. You shall not use or employ any misleading, fraudulent or inappropriate practices that may trick an End User to perform transaction or Qualified Event;
5.1.11. You will not act in any manner that may have any adverse impact on the goodwill or reputation of the Company or the Services and will ensure that the Services are properly implemented at all times.
5.1.12. You will not register a domain name that includes, incorporates or consists the Company or the Services Trademarks or any domain name that is confusingly similar to such Trademarks.
5.1.13. You will be solely responsible for the advertisement, marketing activities, distribution, and content used by it for the purpose of marketing the Site and generating Qualified Events, and for any costs or expenses in relation to such marketing and promotion activities.
The Company shall have the right, but shall not be obligated, to monitor at its discretion your use of the Services for billing purposes and to verify no misuse or abuse of the Services.
6. Third Party Tools and Services
6.1. The Services may include or link to third party services, including printing, shipping, billing and more. We require every vendor or service provider to make their terms and conditions available when they offer their services. Make sure you agree to be bound in an agreement with such third parties before you integrate the Services or use/engage with any 3rd party tool available via the Services.
6.2. It is also your sole responsibility to disclose to you End Users about any third party service available via the Site, including the Services or any 3 rd party tools and services available there from.
7. Intellectual Property Rights
7.1. Except as expressly stated in this Agreement, the Company retains any and all right, title and interest in and to the Services (including the Links and Trademarks) and any derivatives thereof, including any Intellectual Property Rights therein (if applicable). All use of the Links and Trademarks will inure to the benefit of the Company and you will not: (i) contest, or assist others to contest our rights or interests in and to the Links or Trademark or the validity of the Company’s rights in and to the Services (including the Links and Trademarks) and all applications, registrations or other legally recognized interests therein, or (ii) seek to: register, record, obtain or attempt to pursue: (a) any Intellectual Property Rights or protections in or to the Links; or (b) the Trademarks.
7.2. All rights in and to the Services, Links and Trademarks which are not expressly granted herein are reserved by us.
7.3. You will not assert any Intellectual Property Rights in or to the Links or any element, derivation, adaptation, variation or name thereof. You will not remove, obscure or alter any notices of Intellectual Proprietary Rights or disclaimers appearing in or on any Links or Trademarks.
8. Additional Services
8.1. The Services are designed to include a method in which you will be able to sell to your Site’s end users licenses to download and use copyrighted content available via your Site (the “Extended Service”). The Extended Service allows you to choose the type of license/s you wish to sell to end users, choose the fees you wish to charge them for such license, and provide you with the ability to do so via the Services, including, generating a template license agreement, per your desire license (the “EULA”).
8.2. Please pay close attention: the EULA is designed to govern the relationship between you, as the site owner, and end user of your site, who wishes to purchase a license to use copyrighted content available in your website. The EULA’s language reflects a standard and basic terms that are acceptable in this type of license agreements, and is offered to you as a gesture and for your convenience. This EULA is offered to you on an “as-is” and on an “as available” basis, and is not attempted to cover all aspects of your copyrighted work or the license of which to 3rd parties. It is your responsibility to verify, validate and ensure that this EULA covers all such aspects that you care about, and accurately reflects the rights and obligations of each party to this EULA. We make no representations or warranties, either expressed or implied, including any implied warranties of merchantability or fitness for a particular purpose, or any warranty that the EULA is legally competent in your jurisdiction or in any jurisdiction whatsoever, or that you will find the EULA extensive or satisfactory to your needs and/or use cases. We do not provide legal services as part of the Services, and we advise you to run the EULA with your own legal consultant before apply it to your end users and own services. You hereby agree that neither B2CPrint, nor its respective vendors, affiliates, consultants, officers, directors, employees, agents, representations and licensor, shall be liable for any damage, damages, loses or inaccuracies arising from any use or non-use of the template EULA, including any direct, indirect, general, punitive, special, incidental or consequential damages or loss of profits or any other damages, costs or losses incurred by you, your end users, vendors, agents or anyone acting on your behalf.
8.3. We may offer you, from time to time, additional services that you will be able to integrate within your Site. The terms and payment method of such additional services shall be governed by this agreement, unless otherwise stated with respect to each service, in separate.
9. Term and Termination
9.1. This Agreement shall commence on the date of your acceptance of this Agreement and shall continue thereafter until terminated as provided herein (the ”Term”).
9.2. At any time, either party may immediately terminate this Agreement, with or without cause, by giving the other party written notice of termination, where such notice may be served via e-mail (at: email@example.com. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid by End Users.
9.3. Upon the termination of this Agreement for any reason, you will immediately cease use, access or integration of the Services, and remove from the Site all Links and Trademarks and any other materials of any form provided by or on behalf of the Company pursuant to this Agreement and all licenses and rights granted hereunder to you shall immediately terminate.
9.4. We shall not be liable to pay any Commission to you for any transaction generated by you following termination of this Agreement.
9.5. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
10.1. Any information disclosed by us to you resulting from you becoming an Affiliate will be considered Confidential Information including but not limited to any correspondence between us and you. All Confidential Information may not be utilized by you in any manner whatsoever and shall remain confidential after the expiry of the term of this Agreement.
10.2. This section 8 shall survive any termination of this Agreement.
11. Disclaimer of Warranties
11.1. The provision of the Services by the Company depends and relies upon the services of third party suppliers and other service providers; the Services are thereby subjected to the terms and conditions of such third party suppliers and service providers. The Company is providing the Service on "As Is" and "As Available" basis and it expressly disclaims towards you and any third party, any and all representations and warranties, whether express or implied to the condition, value or quality of the products provided via the Services (including but not limited to delivery times and destinations), including, without limitation, any warranties of merchantability, suitability or fitness for a particular purpose, non-infringement, security, title, accuracy, absence of viruses or any defect therein, warranties arising from a course of dealing, usage or trade practice in connection with the products provided via the Services, the confidentiality of the products or any content related herein and the satisfaction of any third party with the products. The Company further expressly disclaims any representations or warranties that the use of the Service will be continuous, uninterrupted or error free, or that any information contained therein will be accurate or complete.
11.2. Notwithstanding anything herein to the contrary, the Company retains the right to refuse service to you or any other person or entity, at its sole discretion, for any reason or for no reason at all. Your use of the Services is at your sole discretion and risk, and you will be solely responsible for any damages that may result from you use of the Services.
12. Limitation of Liability
12.1. To the fullest extent permitted by applicable law, in no event shall the Company, including but not limited to its shareholders, directors, officers, affiliates, employees, agents, licensors, assigns, partners and representatives, be liable under this Agreement for any consequential, special, direct, indirect, special, exemplary or punitive damages or for any loss of profits or revenue, goodwill, use, data, computer failure or other losses (whether in contract, warranty, tort, negligence, product liability or any other legal theory) in any way relating to this Agreement, resulting from the use or the inability to use the Services, the integration of the Services in the Site, the cost or procurement of substitute goods and services, any breach of your undertakings under this Agreements or the restrictions provided herein, even if the Company had been informed or advised in advance of the possibility of such damages. The Company aggregated liability under this Agreement for any claim or damage or series of claims or damages shall not exceed the amount of 100$. Your only right or remedy with respect to any problems or dissatisfaction with the Services is to cease use of such materials.
12.2. The Company shall not be responsible for the accuracy, completeness, legality, legitimacy or any other aspect of the data stored, posted, transmitted, submitted through the use of the Services, nor to the right to store, post, transmit or submit such data through the use of the Services on the Site. The use of any third parties' content, information or data is at your sole responsibility and the Company explicitly disclaims any responsibility to the use or misuse of any such content. With respect to any personalized products, the Company shall not be responsible nor liable for any damaged, corrupted, unauthorized or incorrect digital images provided to the Company, it is hereby clarified that with respect to any personalized products you are solely responsible to provide the Company with the correct digital images selected and approved by the End Users of your Site. The Company shall neither be responsible nor liable for any content or materials that are displayed or published on your Site.
12.3. The Company, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Services. You acknowledge and agree that the Company has no obligation to make available to you any subsequent versions of the Services or any part thereof. Furthermore, you acknowledge and agree that the Company, in its sole discretion, may modify or discontinue or suspend your ability to use any version of any of the Services, or terminate any license hereunder, at any time, without recourse to the courts, in accordance with the terms stipulated in this Agreement. The Company shall not accept any liability in relation to the direct or indirect damages caused by the release or the absence of release of new versions of the Service and by the suspension or termination of this Agreement by the Company.
You hereby agrees to defend, indemnify and hold the Company and its shareholders, directors, officers, employees, agents and representatives, agents, successors and assigns harmless from and against any and all liabilities, losses, damages and costs, including attorney's fees and costs, resulting from, arising out of, or in any way connected with (i) any actual or alleged breach by you of any warranty, representation, obligation or undertaking provided by you under this Agreement; (ii) any misuse by you of the Services, Links and/or Trademark;
14. Amendments to This Agreement
The Company may modify any of these Terms at any time in our sole discretion and will notify you by e-mail notification. Such changes will take effect upon an e-mail notification even without your acknowledgement or by posting the modified terms on the Services website or any other UI. Modifications may include, but are not limited to, changes to the Services, implementation of the Services, payment procedures and Commission. If you do not wish to accept any modification to you, your sole recourse is to terminate this Agreement and your continued participation in and integration of the Services. If you continue to integrate or otherwise use the Services following such modification is posted this will constitute binding acceptance by you of the change.
15. Additional Provisions
15.1. This Agreement and any matters relating hereto shall be governed by, and construed in accordance with Israeli law and shall be subject to the exclusive jurisdiction of the competent courts of Tel Aviv, Israel.
15.2. No waiver, forbearance, indulgence or consent by the Company to deviate from the provisions of this Agreement shall operate as a waiver of any subsequent right and no analogy shall be made from any such waiver, forbearance, indulgence or consent to any subsequent event.
15.3. You confirm that you have read the Agreement, have had an opportunity to consult with your own legal advisors if so desired, and agree to all its terms and conditions. You confirm that you have independently evaluated the desirability of participating in and using the Services and you are not relying on any representations, guarantee or statement other than as set forth in this Agreement.
15.4. You shall not be entitled to assign or transfer the Agreement or any of your rights or delegate any of your obligations hereunder without our prior written consent.
15.5. This Agreement is not made for the benefit of any third party who is not a party hereto, and only the parties hereto or their respective successors and permitted assigns will acquire or have any benefit, right, remedy or claim under this Agreement.
15.6. To the extent permitted by law, all provisions of this Agreement shall be severable and no provision shall be affected by the invalidity of any other provision.
16. Privacy And Security
Legal Disclosures: In some cases we may disclose certain information to comply with a legal process, such as a court order, subpoena, search warrant, or law enforcement request.