This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Artcnet.com Fine Art Gallery Associates Program. ARTICLE 1 Definitions: The following terms shall have the following meanings when used in this Agreement: 1.1 "We" means Artcnet.com Fine Art Gallery, and "you" means the applicant; 1.2 "Site" means a World Wide Web site and, depending on the context, refers either to the ARTcnet.com site, located at the URL www.ARTcnet.com, or to any portion thereof, and any site that you will link to our site, and which will have been approved by the ARTcnet.com Fine Art Gallery staff;
ARTICLE 2 2.1 Enrollment in the Program: To begin the enrollment process, you will submit a complete Associates Program application on our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Associates Program. Unsuitable sites include those that: *promote sexually explicit materials; *promote violence; *promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; *promote illegal activities; *include "ARTcnet" or variations or misspellings thereof in their domain names; *otherwise violate intellectual property rights. If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. 2.2 Links on Your Site Once you have been notified that your site has been accepted into the ARTcnet.com Fine Art Gallery Associates Program, you may provide on your site one or more of the following types of links to our site: ARTwork Links: You may select one or more ARTworks to list on your site. For each selected ARTwork, you will display on your site a short description, artist information, or other reference. You will be responsible for the content, style, and placement of these references. You will provide a Special Link (as defined below) from each ARTwork reference on your site to the corresponding ARTcnet.com online gallery. You may add or delete ARTworks (and related links) from your site at any time without our approval. General Link to the ARTcnet.com Fine Art Gallery Welcome Page: You may provide a general link on your site to our home page at . We will provide you with guidelines and banner artwork to use in linking to our home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and our site. You must ensure that each of the links between your site and our site properly utilizes such special link formats. You will earn referral fees only with respect to activity on our site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement. 2.3 Order Processing ARTcnet.com will process ARTwork orders placed by customers who follow Special Links from your site to our site. ARTcnet.com reserves the right to reject orders that do not comply with any requirements that we may establish periodically. ARTcnet.com will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. ARTcnet.com will track sales made to customers who purchase artworks by using Special Links from your site to our site, and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion. 2.4 Referral Fees ARTcnet.com will pay you (in accordance with Agreement) referral fees on artwork sales to third parties. For an artwork sale to be eligible to earn a referral fee, the customer must click-through a Special Link from your site to our site, and add the artwork to his or her shopping cart during a session. If the customer requires personal assistance, gives ARTcnet.com his/her name, and later returns to purchase an artwork, you will receive the full commission. The original session ends upon one of the following events: (a) 24 hours elapses from the customer's initial click-through unless ARTcnet.com has the name of the customer, (b) the customer orders the artwork, or (c) the customer follows a third party's Special Link. We will pay referral fees only on such artworks after order and payment to the ARTcnet.com business account have occurred. If an original artwork has been sold before the sale is processed, you will not receive a commission unless the customer buys a different artwork. Gift certificates (if they become available) are not eligible to earn referral fees.In addition, you may not:(a) post any Special Links on any Web site or other platform that is accessible through any Internet Access Appliance; (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site; (d) make any orders or engage in other transactions of any kind on our site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; or (f) post or serve any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.2.5 Referral Fee Schedule You will earn referral fees based on qualifying revenues according to referral fee schedules to be established by us. "Qualifying Revenues" are revenues derived by us from our sales of qualifying artworks, excluding costs for shipping, handling, taxes, service charges, credit card processing fees, returns and bad debt. The current referral fee schedule is: 6% of qualifying revenues from the sale of each individually linked artwork that, on the date of is added to the customer's Shopping Cart directly from the first page that results from following a Special Link to the individually linked gallery. 6% of sales resulting from the sale of artwork resulting from individual consultations as a result of a special link or a special referral. $1 for each referred Associate who is approved by the ARTcnet.com Fine Art Gallery as a result of your special link. $50 commission for anyone who takes an Israel Art Tour as a result of your special link. Customer Bonus: For every 3 sales resulting from your special link, you will receive a bonus determined by company profits solely at the discretion of ARTcnet.com. Referral Fee and Bonus Payment In calculating referral fees, we will deduct the corresponding referral fee from your next payment(s) if an artwork that generated a referral fee is returned by the customer. (As of today, no customer has ever returned an ARTcnet.com artwork!) If there is no subsequent payment, we will send you a bill for the referral fee. Article 3: Policies and Pricing Customers who buy products through the ARTcnet.com Associates Program will be deemed to be customers of ARTcnet.com. Accordingly, all ARTcnet.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. It is your responsibility to review artwork prices and availability if you place individual links on your web site. Article 4: Identifying Yourself as an Associate ARTcnet.com will make available to you a small graphic image that identifies your site as a Program participant. You must display this logo or the phrase "In association with the ARTcnet.com Fine Art Gallery" somewhere on your site. ARTcnet.com may modify the text or graphic image of this notice from time to time. 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 Agreement (including by expressing or implying that ARTcnet.com supports, sponsors, endorses, or contributes money to any charity or other cause). Article 5: Limited License ARTcnet.com grants you a nonexclusive, revocable right to use the graphic image and text described in Article 2.2 and Article 4 and such other text or images for which we grant express permission, solely for the purpose of identifying your site as an ARTcnet.com Fine Art Gallery Associates Program participant and to assist in generating artwork sales. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice. Article 6: Responsibility for Your Site You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for: 6.a technical operation of your site and all related equipment; ARTcnet.com disclaims all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site. Article 7: Term of the Agreement The term of this Agreement will begin upon our acceptance of your ARTcnet.com Fine Art Gallery Associates Program application and will end when terminated by either party. Either you or ARTcnet.com may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all ARTcnet.com trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on our sales of Qualifying Products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Article 8: Modification ARTcnet.com may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. Article 9: Relationship of Parties You and ARTcnet.com are independent contractors, and nothing in this 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. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. Article 10: Limitation of Liability ARTcnet.com will 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 Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement. Disclaimers Article 11: Independent Investigation YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. Arbitration Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Article 12: Miscellaneous This Agreement will be governed by the laws of the United States and the state of Pennsylvania, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, 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 successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. ARTcnet.com Associates Program | ARTcnet.com Welcome Page | Email Phyllis for Help | About ARTcnet.com |
ARTcnet.com Fine Art Gallery Operating Agreement