AFFILIATE AGREEMENT - ArtClick.tv
This is a legal agreement between You ("Affiliate", or "You") and ArtClick.tv . By creating an account on the ArtClick.tv website and using an Affiliate Link you are confirming that you have read, understand and agree to the terms of this Affiliate Agreement.
This document constitutes the entire agreement between the parties, ArtClick.tv and Affiliate, with regard to this affiliate program.
The parties agree as follows:
1. Purpose
The purpose of this Affiliate Program (“Program”) is to introduce new customers to ArtClick.tv through Affiliate Links and to pay Affiliates for their participation in this program.
2. Utilizing Links on Your Site
Once you register as a user on the ArtClick.tv website you will have access to an Affiliate webpage containing your unique affiliate link and a variety of graphic and text links which you may display on one or more pages of your Site ("Links"). This web page also includes your commission history, click count.
These Links identify your site as an ArtClick.tv Affiliate, and, with the inclusion of html code that we also provide on the above web page, allows users to move from your site to ArtClick.tv 's web site. The link may connect to the main website, or to a specific web page contained within the website.
3. Your Affiliate “Site” can include a website, blog, social media site or any other site that can contain an affiliate link.
4. Your Use of ArtClick.tv Links
By displaying and activating the Links, you agree and acknowledge that you will fully cooperate with ArtClick.tv in order to establish and maintain such Links. You will update Links as requested by . You shall not alter the Links in any way without approval from ArtClick.tv.
You can view your Affiliate activity on the ArtClick.tv website when you log into your Affiliate account.
5. Order Tracking
ArtClick.tv acknowledges that the purpose of the Link is to provide the Affiliate with revenue resulting from sales to new customers of ArtClick.tv on the ArtClick.tv web site.
ArtClick.tv will be responsible for tracking orders directly resulting from a Link on the Affiliate Site. In order to enable this tracking, ArtClick.tv will include a unique code in certain URL links to ArtClick.tv 's pages; this unique code will identify a visitor who has come from your Site to . Should this visitor purchase any products from the ArtClick.tv site with the terms and conditions in section 7, then you will receive the compensation described in section 7.
ArtClick.tv will be responsible for all aspects of order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns, and related customer service. reserves the right to reject sales that do not comply with certain requirements, which we periodically may establish or amend.
6. Termination of Program Participation
ArtClick.tv may terminate or suspend your participation in the Affiliate Program at any time, should we determine (in our sole discretion) that your Site is unsuitable for the Program.
Your site will be deemed unsuitable for participation if it:
a. Violates or promotes the violation of any intellectual property rights, or the rights of a third party.
b. Contains sexually explicit materials; content that promotes or deals in hate, violence, or is otherwise offensive; encourages engaging in unlawful or unethical practices; and/or promotes discrimination based upon age, gender, race, sexual preferences, nationality, ethnicity, or beliefs.
c. Does not contain information, products or services that we feel will benefit ArtClick.tv’s web visitors, in the sole discretion of ArtClick.tv.
d. Negatively impacts ArtClick.tv 's goodwill, the value of ArtClick.tv 's brand or ArtClick.tv 's marketing efforts.
e. Is otherwise inappropriate, in the sole discretion of ArtClick.tv.
f. Or if you violate any Term or Condition of this Agreement.
Unsolicited Bulk E-Mails
You may use banner advertisements, button links and/or text links to our site (the “Links”), however, you cannot employ deceptive language or misleading URL’s in the Links, and you CANNOT MARKET BY SENDING UNSOLICITED BULK E-MAILS!!! (As used herein, UBE, or “Spam” refers to the transmission of unsolicited bulk e-mails, i.e., not derived from a verifiable opt-in program or sent absent a prior business relationship with the recipient).
Any activity by you or on your behalf that we determine or reasonably suspect to be the result of an unsolicited bulk e-mail program will result in your immediate termination from the Program and your forfeiting of monies otherwise due you hereunder.
7. Commissions on Product Orders (“Commission Criteria”)
You will be eligible to collect a commission from new customer sales provided that:
a. The customer originates from a bona-fide link on your approved Site.
b. The customer is new to ArtClick.tv, has not purchased from ArtClick.tv previously.
c. The customer completes a purchase within sixty (60) days after he or she has followed the link from Your Site to ArtClick.tv .
d. The customer's account is unaffected by bad debt, failure to pay, fraud, or customer service adjustments.
For each customer who meets the above criteria, you shall receive a commission of 10%.
8. Reports on Affiliate Sales
ArtClick.tv shall provide you with an online report detailing (a) the total number of customers who met the Commission Criteria and the total amount due to You.
You will receive payments when the total equals or exceeds $50. Payments are calculated and made to You no less than quarterly. Balances due, under $50, will be held until they exceed $50.
Payments will only be made through a PayPal account, in your name. You are responsible for establishing a valid PayPal account and providing ArtClick.tv with all necessary information regarding this account in order for payment to be made by .
If total payments in any calendar year exceed the amount (currently $500 for US taxpayers) requiring ArtClick.tv to file payment to any taxing authority (such as the IRS), we may require additional information from you, such as your Tax ID number, before additional payments will be made to you.
9. Customers
Visitors who become ArtClick.tv customers will be deemed to be customers of ArtClick.tv. Accordingly, ArtClick.tv's rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. may change its policies and operating procedures at any time.
ArtClick.tv will not provide You with information about specific customers, customer account activity or disclose details about individual customers.
10. Publicity
You shall not send out any emails or other promotions, directly or indirectly, that advertise or promote ArtClick.tv or its offers without 's prior express written consent.
You agree not to make any representations, warranties or other statements concerning , ArtClick.tv's site or ArtClick.tv's policies, except as expressly authorized in this Agreement.
11. Use of ArtClick.tv Logos and Related Graphic Images
You may use only the ArtClick.tv graphics provided on the web page described in Paragraph 2 of this Agreement and You may use these only as Links related to the Affiliate program. You may not change these graphics in any manner without ArtClick.tv’s written approval.
12. ArtClick.tv's Use of Your name
ArtClick.tv may use Your name, and Your Site name, to advertise, market, promote, and publicize the Affiliate program. ArtClick.tv is not, however, required to so advertise, market, promote, or publicize Your Site.
13. Legal Authority
You represent and warrant that You have the right and power to grant us the above use, and further acknowledge that this grant does not and will not breach, conflict with, or constitute any other agreement; or infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. When this Agreement is terminated or when it expires, this grant to ArtClick.tv shall automatically terminate.
14. Your Site
Affiliate is responsible for notifying ArtClick.tv of any malfunctioning Links or other problems with Affiliate's participation in the ArtClick.tv Affiliate program. ArtClick.tv will respond within reasonable time to all concerns via email to the Affiliate. This notification shall be made via email to: admin@artclick.tv or through the website Support Request/Ticket form.
Your Site shall not be made to resemble ArtClick.tv's website, nor shall it intimate a business connection between You and ArtClick.tv beyond the simple Affiliate program relationship as detailed in this Agreement.
You will maintain Your site so that it operates properly, and so that the Links operate properly.
If Your site becomes unavailable for a period of more than 30 days, you will notify ArtClick.tv by email: admin@artclick.tv.
You confirm that materials posted on Your site do not and will not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal; do not violate any applicable law or regulation, including but not limited to the Children's Online Privacy Protection Act of 1998.
ArtClick.tv disclaims all liability for all such matters. In addition, You will indemnify and hold harmless ArtClick.tv from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, and maintenance of Your site.
15. Termination
The term of this Agreement will commence upon Your creation of an account on the ArtClick.tv website and Your successful placement of at least one Link on your Site. Either party may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination via email or by US mail.
16. Modifications to this Agreement
ArtClick.tv may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion. Notice of any change by email, to Your address on our records, or the posting on our site(s) of a change notice or a new agreement, is considered sufficient notice to You of a modification to the terms and conditions of this Agreement.
Modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Affiliate rules. If any modification is unacceptable to You, Your only recourse is to terminate this Agreement. Your continued participation in ArtClick.tv's Affiliate program following our posting of a change notice or new agreement on our site(s) or email to You will constitute binding acceptance of this change. Except for any such modifications this Agreement constitutes the sole and entire agreement of the parties.
17. Business Relationship
You and ArtClick.tv are independent contractors. Nothing in this Agreement is intended to, or will, create any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Use of the term "Affiliate" does not connote or denote any legal relationship between us except with regard to the specific contractual relationship details in this Agreement. You will not make any statement, whether on Your site or otherwise, that reasonably would contradict anything in this section. You have no authority to make or accept any offers or representations on ArtClick.tv’s behalf, or to present Your Site in any manner except as an Affiliate.
You understand that we may at any time, directly or indirectly, engage in similar arrangements on terms that may differ from those contained in this Agreement.
18. No Implied Warranty
ArtClick.tv makes no express or implied warranties or representations with respect to the Affiliate program or the successful operation of its internet site. ArtClick.tv makes no claims or promises with regard to the fitness, merchantability, non-infringement, or any implied warranties arising from the use of ArtClick.tv by customers or visitors. In addition, we make no representation that the operation of our sites will be uninterrupted or error free. ArtClick.tv is not liable for the consequences of any interruptions or errors.
19. Representations and Warranties
ArtClick.tv represents and warrants to You:
a. ArtClick.tv shall make reasonable business efforts to provide excellent service to customers.
b. ArtClick.tv shall keep reasonably accurate business records, and provide You with such records in a manner generally consistent with the terms and conditions of this Agreement.
You represent and warrant to ArtClick.tv :
a. This Agreement has been duly and validly executed and delivered by You and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms.
b. You understand the Terms and Conditions in this Agreement, and You have consulted with an attorney to discuss any potential issues that may, in any way, affect Your performance under this Agreement.
c. You understand the nature of the Affiliate relationship described in this Agreement.
d. Your participation in this Agreement does not, in any way, conflict with or violate the terms or conditions of any law, agreement, provision of corporate by-laws or other corporate documents,
e. You are free to enter into this Agreement without the consent, approval or authorization of a third party. If such consent, approval or authorization is required, You have secured such, and are free to enter into this Agreement.
f. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against You, or any affiliate of Yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to Your trade name, trade or service marks, and, to the best of Your knowledge, no basis exists for any such claim, action, or proceeding.
20. Confidentiality
You agree to keep any and all information related to this agreement's terms, payments and reports provided to You confidential, and agree not to share this information with any third party except Your accountant or bona-fide financial advisor, or in response to a subpoena issued by a court or government agency, or in response to any applicable law.
21. Limitations of Liability
ArtClick.tv shall not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate program, even if has been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this will not exceed the total amounts paid or payable to You under this agreement.
Some countries, territories, states, provinces or sovereignties do not allow the limitation or exclusion of consequential damages so the above limitation or exclusion may not apply.
22. Indemnification
You hereby agree to indemnify and hold harmless and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (a) any claim that our use of the Affiliate graphics infringe on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (b) any misrepresentation or breach of warranty or a covenant or agreement made by You herein, or (c) any claim related to your Site, including, without limitation, content therein not attributable to us.
23. Jurisdiction
This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Oregon. Disputes arising out of this Agreement shall be brought in the federal or state courts located in Linn County, Oregon. If you need to send official correspondence, send it via registered mail to ArtClick.tv, Inc., Box 767, Albany, OR 97321.
24. Assignment
Upon assumption of the majority of its assets, ArtClick.tv may assign this Agreement to a third party.
You may not assign this Agreement without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective heirs, successors and assigns.
25. Other Provisions
The headings, organization and divisions in this Agreement are meant for convenience, and shall not be used to interpret the terms or conditions of this Agreement.
The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
Should ArtClick.tv fail to enforce Your strict performance of any provision of this Agreement, such failure shall not constitute a waiver of ArtClick.tv's right to subsequently enforce such a provision or any other provision of this Agreement.
END
ArtClick.tv Affiliate Agreement-ver.120111
