I confirm that I am at least 18 years of age and a legal resident of one of the 50 United States or of D.C.   

Unless my participation (or the Program) is terminated earlier by Shutterfly, I understand that the term of my participation is up to one (1) year beginning on the date of my signature below and may be extended or decreased at the sole discretion of Shutterfly (the “Term”). 

1. I agree to create and maintain accounts on both (1) Miappi; and (2) CJTM (each a “Program Site”) in order to participate in the Program. I agree that: (i) this Agreement is in addition to the agreements between me and the applicable Program Site (each, a “Program Site Agreement”); (ii) this Agreement is enforceable by Shutterfly separate and apart from the Program Site Agreement(s); and (iii) Shutterfly’s rights and remedies and my obligations pursuant to this Agreement are not limited by the terms of the Program Site Agreement(s). References to Shutterfly throughout this Agreement may also include representatives acting on Shutterfly’s behalf. My participation in the Program is also subject to the policies and additional Program details made available through the Program Site(s) which may be updated from time to time and by continuing to participate in the Program, I agree to the new and/or updated policies. 
   
   
2. As a program participant (an “Ambassador”), I will create content responsive to requests from Shutterfly, and post the same on my social media accounts on the Shutterfly-approved social media platforms (each, an “Approved Social Media Account”). I will do so in accordance with this Agreement and any further instructions provided to me by Shutterfly, including any instructions distributed through either Program Site.  
   
   
3. All content that I submit to Shutterfly will be my own original work. It will not be produced using artificial intelligence, and it will be created uniquely and specifically for the Program and will not have been published anywhere else. I will not generate or post any content that infringes on any third-party’s intellectual property or ownership rights. I will exercise caution to be considerate of the rights of others when posting any messages or communicating online.  
   
   
4. I acknowledge and agree that (a) all my submissions will be subject to review and written approval by Shutterfly prior to posting and that I will not post any content or material relating to Shutterfly or the Program without such prior written approval, and (b) no guarantee is made that any particular submission will be approved.  
   
   
5. I further acknowledge that (a) I am legally responsible for what I post and say online, including my opinions, comments and all other content, (b) I can be held personally liable by others for any statements I make that are defamatory, obscene, or violate the rights of others, including copyright, trademark or other proprietary rights, and (c) my participation in the Program can be terminated at any time by Shutterfly in its discretion for any reason or no reason, including but not limited to if I violate any terms of this Agreement. If any content I post includes testimonials about Shutterfly or its services, those testimonials will be based upon my personal experience with Shutterfly and will reflect my honest opinion.   
   
   
6. I hereby consent to: (a) Shutterfly sending me or my representatives emails related to this Agreement; and (b) monitoring, crawling and otherwise investigating my social media accounts to verify compliance with this Agreement. 

1. A “Qualifying Sale” is a purchase of a product by a customer required by Shutterfly to earn a commission. A Qualifying Sale does not include purchases by customers who have disabled “cookies” or other tracking technologies used to authenticate Qualifying Sales on their devices so that the cookies or other tracking technologies are not operational when they complete their purchase transaction. 

1. A "Tracking Link" is a link to Shutterfly’s website issued to me by Shutterfly via the CJTM Program Site which I will use in my Commissionable Post(s) (defined below). 

1. A "Session" is the period of time beginning from a customer's initial contact with Shutterfly’s website using a link from my post and terminating when (i) the stated attribution window of 30 days ends; or (ii) the Tracking Link expires or is terminated. 

I will not create, publish, distribute, or permit any written material (including emails) that refers to Shutterfly without first submitting such material to Shutterfly through the Miappi Program Site and receiving prior written consent from Shutterfly (or an agent acting on behalf of Shutterfly) (the “Content Review Process”). All content will be subject to the approval, direction and control of Shutterfly in its sole discretion at all times, and as an Ambassador, I will comply with instructions, suggestions and recommendations provided by Shutterfly in connection with the Program and this Agreement.  

Shutterfly will provide instructions for the Content Review Process to Ambassadors via the Miappi Program Site. 

1. As an Ambassador, I understand that I must post at least one (1) piece of content that includes the Tracking Link issued to me in accordance with instructions published on the CJTM Program Site (each, a “Commissionable Post”) every three (3) months on one of my Approved Social Media Accounts. I understand and agree that any failure by me to provide acceptable content in a timely fashion or to post the requisite number of times may result in my removal from the Program.  

1. Prior to publishing each Commissionable Post, I will submit my draft post to Shutterfly for approval through the Miappi Program Site, and I will complete all edits required by Shutterfly, to Shutterfly’s satisfaction. I will only post a Commissionable Post if I have express approval to do so from Shutterfly, and I will not make edits to the Commissionable Post after Shutterfly gives its express, written approval and consent. 

1. In each Commissionable Post, I will clearly and conspicuously disclose my material connection to Shutterfly in accordance with the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising available here and the Ambassador Guidelines that you will receive along with this Agreement and as part of your training. 

1. In each Commissionable Post, I will include the hashtag #ShutterflyPartner. Specifically, I agree that: 

1. #ShutterflyPartner must be included at the end of any written caption associated with a post; 

1. #ShutterflyPartner must be embedded within and visible for the duration of any reel, story or video; and 

1. I will include an audible disclosure that, “I am a paid Shutterfly Partner,” in any Commissionable Post that includes audio. 

1. As an Ambassador, I will only post statements that reflect my honest beliefs, opinions and experiences. If I post something I later realize is wrong or untrue, I will promptly take steps to correct the error. Further, I will not create or post any material that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable. 

1. My Commissionable Posts will only showcase and speak to features and benefits of Shutterfly items that are within the guidelines Shutterfly provides to me. I will not otherwise make any claims about Shutterfly’s products or services, or those of any other company, that are deceptive, misleading, or that lack substantiation (i.e., adequate proof to back up the claim). 

I grant Shutterfly the non-exclusive, worldwide, absolute, royalty-free, perpetual, irrevocable license to use, edit, link to and publish (i) my Commissionable Posts and other material I make available to Shutterfly through the Program; and (ii) my name, likeness, image, statements, biographical information, and social profile handles in any and all media now known or hereunder after invented, including, without limitation on Shutterfly’s websites and social media pages, without approval or compensation

During the Term, Shutterfly grants to me a non-exclusive, limited, revocable, worldwide license to use, reproduce, and transmit the Shutterfly trademarks, service marks, trade names, copyrights, social media handles or other content provided by Shutterfly through the Program Site(s) (collectively, “Shutterfly Marks”) solely in connection with the Program activities and as necessary to perform my responsibilities in this Program.  Except as expressly set forth in this Agreement or permitted by applicable law, I may not copy, distribute, modify, reverse engineer, or create derivative works from the same. I may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. The position, prominence and nature of links on my Approved Social Media Account(s) and/or Commissionable Post(s) shall comply with any requirements specified on the Program Site. My use of the Shutterfly Marks shall be subject to the prior written approval of Shutterfly in each instance in accordance with the Program’s Content Review Process. 

Shutterfly makes no guarantee of any kind regarding the Program or my potential to earn income from the Program. In addition, Shutterfly makes no representation that the operation of its ecommerce offerings will be uninterrupted or error-free and will not be liable for the consequences of any interruptions or down time. 

1. Policies and Pricing: Customers who buy products and services through the Program will be deemed to be customers of Shutterfly and accordingly, all of Shutterfly’s rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. For example, Shutterfly will determine the prices to be charged for products (and any services) sold under the Program in accordance with Shutterfly’s own pricing policies. Product prices and availability may vary from time to time. Shutterfly will use commercially reasonable efforts to present accurate information but cannot guarantee the availability or price of any particular product or service. 

1. Orders: All orders must be fulfilled by the customer on an Shutterfly-owned website. I am not allowed to take and fulfill Shutterfly customer orders or reorders.  

1. Chargebacks: Actions can be cancelled or returned by Shutterfly (“Chargeback”) if: (a) a transaction is incomplete; (b) if a customer has cancelled or returns a product or service or if a customer’s payment is declined; (c) if a transaction has been made fraudulently or in an otherwise non-bona fide manner; (d) if a transaction is carried out by a person who is outside the area serviced by Shutterfly; (e) if Shutterfly is unable to ship goods to a customer in relation to a transaction; or (f) the terms of a campaign were mistakenly or inaccurately inputted, provided or displayed. 

1. Discounts and Promotions: Shutterfly prohibits the use of any Shutterfly promotional codes or coupons that are not made available by or approved by Shutterfly. I cannot use the word “coupon” or “code” anywhere on the links to Shutterfly’s website if I am not using a valid discount coupon offered directly to me by Shutterfly. 

1. Commission Restrictions: Gift card, service SKUs, and products purchased by users who have “cookies” blocked on their browser, are non-commissionable.  

1. Tracking Actions and Calculating Payouts: All tracking and payment processing will be provided by the CJTM Program Site. 

I will not be paid a fee directly for participating in the Program, but Shutterfly will provide me with a Tracking Link in each approved posting I make in the Program, and I understand and agree that I will be entitled, as my complete and sole compensation for participation in the Program, to a percentage of each qualifying purchase anyone makes from Shutterfly when following the unique Tracking Link in any of my posts.  

Shutterfly will provide more details related to compensation on the CJTM Program Site. The Program Site will pay me all amounts due for participation in the Program. I agree that I will not hold Shutterfly liable for payments that are due from the Program Site. 

I understand that I am responsible for any income taxes that may be due as a result of my participation in the Program, that I will receive an IRS Form 1099 for such compensation from CJTM, and also that nothing creates any employment or other relationship between myself and Shutterfly. 

During your participation in the Program, you may have access to and acquire knowledge, materials, data, and other information concerning Shutterfly and its products that may not be known to the general public, including Shutterfly products and features prior to release to the general public (“Confidential Information”).  You agree to (a) hold all Confidential Information in confidence; (b) use such Confidential Information only for the purposes of your Program participation and in accordance with Shutterfly’s instructions; and (c) not copy or otherwise duplicate such Confidential Information. If you receive a request pursuant to a court order, governmental body request or other legal process to disclose Confidential Information, you will promptly notify Shutterfly and reasonably assist Shutterfly in obtaining a protective order requiring that any portion of the Confidential Information required to be disclosed be used only for the purpose for which a court issues an order or as otherwise required by law.  

I warrant, represent and undertake that:  

1. I am the sole creator of the content I create for the Program and have the full right, power and authority to enter into this Agreement and to grant all licenses contained in this Agreement; 

1. My entry into and performance of my obligations under the terms of this Agreement, including all content I create, will not infringe the rights of any third party or cause me to be in breach of any obligations to a third party; and 

1. I will comply fully with any and all applicable laws, rules, regulations, orders, guidelines, standards, and requirements applicable to my participation in the Program (collectively, “Laws”), including without limitation (a) all terms and guidelines applicable to my use of a particular third-party platform (e.g., Facebook, Instagram, TikTok, iOS and Google app store, etc.); (b) all applicable FTC guidance including without limitation the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255) and the Commission Enforcement Policy Statement on Deceptively Formatted Advertisements; and (c) all Laws pertaining to data security and privacy. 

I agree that my Approved Social Media Accounts used in conjunction with this Agreement or the Program will not promote or contain materials, content or activities that: (a) are sexually explicit, violent, discriminatory (including without limitation discrimination based on race, sex, religion, nationality, ethnicity, disability, sexual orientation or age), illegal or infringing on or in violation of any intellectual property rights; or (b) that Shutterfly, in its sole or absolute discretion, believes is detrimental, harmful or inappropriate with respect to its brands, goods, services, reputation or otherwise. 

I acknowledge and agree that the Program may be modified, amended or terminated at any time. Shutterfly may modify this Agreement from time to time, with reasonable notice to me. Modifications may include but are not limited to changes in available referral fees, fee schedules, payment procedures and Program rules. Shutterfly will notify me that the Agreement has been modified or terminated through the Program Site(s) and may also choose to notify me by email to the address then associated with my Program Site account(s) or by other means. Agreement updates will be effective as of the time of posting or upon such later date specified by Shutterfly. The updated Agreement will apply to my participation in the Program beginning as of the effective date, but I will have seven (7) business days to comply with modifications to the Guidelines.  

If I disagree with any of the modifications, my only recourse is to cease participating in the Program. If I continue participation in the Program following notice of a change, such continued participation will constitute my acceptance of the change, and I will comply with any new terms or policies. 

I understand and agree Shutterfly reserves the right to:  

1. Suspend or terminate, at Shutterfly’s sole and absolute discretion, my Program participation at any time, including, without limitation, if Shutterfly believes that I have violated or acted inconsistently with this Agreement or applicable law or acted in a manner harmful to Shutterfly’s interests. Abuse or violations that may result in suspension or termination include, but are not limited to: (i) using fraudulent means to participate in the Program; (ii) my failure to follow this Agreement and any other terms and conditions applicable to me in connection with my relationship with Shutterfly; and (iii) making a misrepresentation to Shutterfly in connection with my participation in the Program. Additionally, Shutterfly in no way participates in mass unsolicited e-mailing or other similar outbound communications (i.e., spamming), and I will adhere to this policy as well. Violation of this policy will result in the termination of this Agreement and immediate dismissal from the Program.  

1. Terminate this Agreement immediately upon written notice if I commit, or have committed, any act which, as determined by Shutterfly in Shutterfly’s sole discretion, brings me or Shutterfly into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community, or which might tend to harm Shutterfly or any of Shutterfly’s products or services including, without limitation, disparaging Shutterfly, Shutterfly’s products or services, or competitors. 

1. Upon a violation of this Agreement, reduce my commission to 0% unless Shutterfly receives and accepts a response from me that I will correct my behavior consistent with this Agreement, and/or immediately terminate the ambassador relationship, and/or reverse past commissions earned up to 30 days.  

In the event of termination for any reason, Shutterfly will not provide compensation for any Qualifying Sale that is not fully completed prior to the effective date of termination.  

Shutterfly reserves the right to enforce this Agreement for individual Ambassadors at our sole discretion. No waiver of any right, obligation or default shall be implied, but must be in writing, signed by the party against whom the waiver is sought to be enforced. Any particular waiver of any right, obligation or default shall not be construed as a waiver of any subsequent or other right, obligation or default. 

To the extent allowed by applicable law, I hereby release, discharge, hold harmless Shutterfly, its parent, affiliates, subsidiaries, and advertising and promotion agencies, Instagram, and the respective officers, directors, shareholders, employees, agents, and representatives of the forgoing (collectively, “Released Parties”) from any and all injuries, liability, losses, and damages of any kind arising from or relating to participation in the Program.

You agree to indemnify, reimburse, defend and hold harmless the Released Parties from and against any and all damages, losses, liabilities, costs, expenses (including reasonable attorney’s fees), claims or injuries (“Claims”) arising from or in connection with or arising out of any breach or alleged breach of your representations, warranties or obligations under this Agreement. Without limiting the foregoing, you will indemnify, defend and hold harmless the Released Parties from any and all Claims and/or actions brought by third parties for actual or alleged infringement, of any patent, copyright, trade-secret, trademark, trade name, service mark or similar intellectual property rights arising out of your Program participation and content you create as part of the Program. Shutterfly, in its sole discretion, reserves the right, but not the obligation, to control the defense of any such action with counsel of its own choosing and Influencer will fully cooperate with Shutterfly in connection therewith. In any event, you will not agree to any settlement without the prior written approval of Shutterfly. This paragraph will survive the expiration or termination of this Agreement. 

Shutterfly makes no warranty, express or implied, including without limitation with respect to the Program, and expressly disclaims all warranties, including without limitation, warranties or conditions of noninfringement, merchantability, and fitness for any particular purpose. Shutterfly makes no warranty (and expressly disclaims all warranties that the Program or payouts will: (a) meet my requirements, (b) be uninterrupted, timely, secure, or error-free, or have known or discovered errors corrected, (c) provide results that are accurate or reliable, or (d) meet my expectations or the quality standards of any products, services, information, or other material purchased or obtained by me.  Any material, content or creative used or otherwise obtained by me pursuant to this Agreement is acquired at my own discretion and risk and I will be solely responsible for loss, harm, liability or damage that arises from such material, content or creative. 

In no event will Shutterfly’s aggregate liability to me arising out of or related to this Agreement or otherwise, whether in contract, tort, statute or any other theory of liability, exceed the amount of payouts actually paid by Shutterfly to me under this Agreement in the 12 (twelve months) immediately preceding the date on which the event giving rise to the most recent claim of liability occurred. In no event will Shutterfly be liable to me for any: claim(s), suit(s) or loss relating in any way to the inability of me to access or use the Program; actual or alleged interruption, slow down, delay or inaccessibility of any systems, hardware, software, data or networks; security breach; damage to property; fines or penalties of any origin; lost profits, business or anticipated savings; personal injury, death or emotional distress; unauthorized access or use of the program or my Approved Social Media Accounts or computers; loss of use; reputation loss; business interruption; costs or procurement of any substitute goods, services or software; loss of data; any corrupted, inaccurate, incomplete or out-of-date data; or any indirect, consequential, exemplary, punitive, multiple, incidental or special damages, however caused, whether in contract, tort, statute or any other theory of liability, even if advised of the possibility of such damages. I agree and understand that the limitation of liability set forth in this Agreement are an essential part of this Agreement and are an essential factor in establishing the payout structure for the Program. This will be my sole and exclusive remedy.

All disputes relating to this Agreement or to my participation in the Program are governed by the Shutterfly Terms of Use. I acknowledge and agree that all such disputes are specifically governed by the ARBITRATION AND CLASS ACTION WAIVER PROVISION IN THE “ARBITRATION” SECTION (SECTION 19) OF THE Terms of Use. 

This Agreement shall be governed by and construed in accordance with the laws of your State of residency as defined by the Residential Address you provided on your Ambassador Application, without regard to the state’s conflict of law provisions, and except to the extent preempted by or inconsistent with federal law.  

I may not assign or transfer any rights or obligations under this Agreement. Shutterfly may, without notice to me, assign any of its rights and obligations under this Agreement. 

I am an independent contractor and nothing herein shall be deemed to create the relationship of principal-agent, employer-employee, joint venture or partner between Shutterfly and me.