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THE FOLLOWING DESCRIBES THE TERMS AND CONDITIONS UPON WHICH ART.COM OFFERS YOU
PARTICIPATION WITHIN ART.COM’S AFFILIATE PROGRAM. BY APPLYING AND PARTICIPATING
IN THE AFFILIATE PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS HEREIN. ACCEPTANCE
OF THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND ART.COM
THAT YOU WILL USE THE WEBSITE, LINKS AND ALL OTHR PROPERTY OF ART.COM ONLY IN A
MANNER THAT IS CONSISTENT WITH THIS AGREEMENT.
This agreement (“Agreement”) is by and between Art.com, Inc., a Delaware
company, (“Art.com”, “we” or “us” and “our” shall be construed accordingly) and
you (“Affiliate” or “you” and “your” shall be construed accordingly) (each
individually a “Party” and collectively the “Parties”) as an online Affiliate
in Art.com’s Affiliate Program (the “Program”) regarding the establishment of
links from your affiliate web site (“your site” or “Affiliate site”) to our web
site, www.art.com (“our site” or “Art.com”). For purposes of this Agreement,
“our Website” also includes any www.art.___ Website operated by us other than
www.art.com.
1. Enrollment in the Affiliate Program
To begin the enrollment process, you shall submit a complete Affiliate Program
application via our site. The Program is designed for participants aged 18 and
above who can form legally binding contracts under applicable law. By accepting
this Agreement and participating in the Program, you acknowledge that you are
age 18 or above. We may reject your application if we determine (in our sole
discretion) that your site is unsuitable for the Affiliate Program for any
reason, including, but not limited to, inclusion of content that is in any way
unlawful, harmful, threatening, defamatory, obscene, harassing, or racially,
ethnically, or otherwise objectionable. If we reject your application, you are
welcome to reapply to the Affiliate Program at any time subject to the removal
of any content that may have been found objectionable to Art.com. You should
also note that if we accept your application and your Website is thereafter
determined (at our sole discretion) to be unsuitable for the Program, we may
terminate this Agreement immediately without prior notice.
2. Promotion of Our Affiliate Relationship
As an Affiliate, we shall make available to you a variety of graphics and
textual links (each of these links sometimes being referred to herein as
“Links” or, individually, as a “Link”), which, subject to the terms and
conditions hereof, you may display as often and in as many areas on your site
as you desire. The Links shall serve to identify your site as a member of our
Affiliate Program and shall establish a link from your site to ours. As an
Affiliate, you are allowed to have one or more of the following types of Links
to our site: product links, category links, search box links and a general link
to the Art.com home page. In utilizing the Links, you agree that you shall
abide by all Art.com guidelines and policies and cooperate fully with us in
order to establish and maintain such Links.
You also agree that you shall display on your site only those graphic or
textual images indicating a Link (“Art.com Images”) that are provided by us,
and you shall substitute such Art.com Images as directed by us with any Art.com
images provided by us from time to time throughout the term of this Agreement.
By loading or agreeing to have Art.com images loaded onto your site, you agree
that you will cooperate fully with us and comply with this Agreement at all
times in a manner consistent with our current policies including but not
limited to our Content Policy and our policies regarding image resolution and
proprietary notices, such as copyright and trademark notifications. The
Affiliate Site shall display such Art.com Images prominently in relevant
sections of its site. All Links may be modified and/or expanded from time to
time throughout the term of this Agreement pursuant to the mutual agreement of
the parties hereto. Each Link connecting users of your site to our site shall
in no way alter the look, feel, or functionality of our site.
No Disney character art, likenesses, voices, animation, sound recordings, or
music shall be used in promoting the Products as defined below in Section 6. In
addition, all Disney copyright notices must be accurately and appropriately
displayed in appropriate areas of your site. All reproductions of Disney
licensed Product, Disney titles, logos, or other approved Disney materials must
be accompanied by a Disney copyright notice in the form, “© Disney”, along with
any other special copyright notice as may be required by suppliers of Art.com
and provided in writing by Art.com to you. Your site may not be positioned as
owned, operated, or endorsed by Disney or other suppliers or Art.com.
Use of Images
The product images provided to members of the Program are the property of
Art.com, its corporate affiliates or its content suppliers and are protected by
United States and international copyright laws. You may not use any product
image in any way that exceeds the limited license granted to you. This limited
license allows you to use product images solely for the purpose of creating
Links connecting your Website to our Website and promoting our products for
sale. This means, among other things, that you may not: (a) alter, modify or
manipulate any product image; (b) use a product image in any form other than
the form provided by us; (c) remove any code or identifying information from
any product image; or (d) inactivate the link associated with any product image
or cause the image to ultimately link to a destination other that our Website.
3. Our Responsibilities
We shall be responsible for providing all information necessary to allow you to
make appropriate Links from your site to our site. We shall be solely
responsible for processing every order placed by a customer following a special
Link from your site to our site, for tracking the volume and amount of sales
generated by your site, and for providing information to you regarding sales
statistics via our reporting platform. We shall be responsible for order entry,
payment processing, shipping, cancellations, returns, and related customer
service.
4. Affiliate Responsibilities
a. If you qualify and agree to participate as an Affiliate Site, you may
display Links prominently throughout your site as you see fit in a manner
consistent with this Agreement.
b. You shall be entitled to earn referral fee payments for customer
sales as set forth in Sections 6 and 7 below.
c. You shall not use any existing or future software product or service
(including, without limitation, any computer programming code that is an add-on
or bundled with any browser or other host application) that will replace,
insert, read, intercept, record, redirect, interpret, or fill in the contents
of any electronic form or other materials submitted to Art.com by any other
person or entity.
d. You shall not use any existing or future software product or service
(including, without limitation, any computer programming code that is an add-on
or bundled with any browser or other host application) that will replace,
insert, read, intercept, record, redirect, interpret, append itself to, or
otherwise intercept or interfere in any manner with any click-through or other
traffic-based transaction that originated from any Art.com Affiliate affecting
in any manner any compensation or other payment earned by or owing to any such
Art.com Affiliate.
e. You shall not in any way modify, redirect, suppress, or substitute
the operation of any button, link, or other interactive feature of our site.
f. You shall not use any existing or future software product or service
(including, without limitation, any computer programming code that is an add-on
or bundled with any browser or other host application) that will replace,
intercept, interfere, hinder, disrupt or otherwise alter in any manner a World
Wide Web user’s access, view or usage of, or other aspect of such user’s
experience at any Affiliate’s website in a manner that causes or otherwise
results in a different experience from what was otherwise intended by such
Affiliate. You shall not take any action that could reasonably cause any
confusion to the user as to what website transactions or actions are occurring.
g. You shall not cause the creation or over-writing of any commission
tracking cookie on a consumer’s computer unless it is the direct result of a
click, on a link to the Art.com site. You shall not cause the creation of any
commission tracking cookie on a consumer’s computer through the means of
automatically popping up the Art.com site, through the use of “I-frames” nor
through any other method, other than through a direct consumer-initiated click,
on a link to the Art.com site.
h. Except for linking as described above, you shall not 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.
i. You understand that the use of unsolicited commercial e-mail (“spam”)
by Art.com affiliates is absolutely prohibited. Your participation in the
Art.com Affiliate Program constitutes your specific and unconditional agreement
to abide by this anti-spam policy. Use of any lists, whether purchased or
created, compiled by means of automated tools are not permitted. Also, you must
use valid e-mail headers at all times.
j. You must abide by the provisions of the rules set forth at the end of
this agreement concerning Press Releases and Other Communications, Other
Website Promotion, Using Our Trademarks and Paid Search Listings.
k. If we determine, in our sole discretion, that you have engaged in any
of the foregoing activities listed in Section 4a through 4i, we reserve the
right (without limiting any other rights or remedies available to us) to
withhold any referral fees otherwise payable to you under this Agreement and/or
terminate this Agreement immediately without prior notice. If we are required
to enforce any of the foregoing restrictions, you will be obligated to
reimburse us for any attorneys’ fees reasonably incurred in connection
therewith.
5. Relationship
If, at any time, we discover that you are using your affiliate relationship
with us for any reason other than as mutually intended under this Agreement,
your relationship with us may be immediately terminated without prior notice
and we reserve the right (without limiting any other rights or remedies
available to us) to withhold any referral fees otherwise payable to you under
this Agreement. If we are required to enforce the foregoing restriction, you
will be obligated to reimburse us for any attorneys’ fees reasonably incurred
in connection therewith.
6. Referral Fee Payment Determination
Only products that we choose to offer through our website (“Products”) that are
(a) sold by us, (b) purchased by users linking to our site from your site (as
an approved affiliate) pursuant to a Link (“Linked Users”), (c) delivered to a
customer, (d) for which we have received full payment, shall qualify for a
referral fee payment (each, a “Qualifying Purchase”). For each Qualifying
Purchase, a referral fee will be paid on the amount of the order less taxes,
duties, shipping, discounts and/or promotions, amounts returned for credit card
fraud, bad debts or for returned goods and chargebacks. Referral fees will only
be paid in US dollars. If a product that generated a referral fee is returned
by the customer, we will deduct the corresponding referral fee from your next
payment. If there is no subsequent payment due, you will be billed for and
required to repay the referral fee. The amount of the Qualifying Purchase(s)
minus the applicable deductions referenced in this Section 6 shall be
considered as “Net Sales”. For affiliates other than Coupon Affiliates (see
below), Affiliate Program referral fee percentages can be found on the
“Commission Structure” page of our site.
Effective 11/1/08: For Coupon Affiliates, Allposters.com pays
commissions equal to 2.5% of Qualifying Revenues. Each time you refer a visitor
to AllPosters.com and they complete a purchase, you earn commission fees on
Qualifying Revenues related to that sale. If the visitor does not purchase
immediately, but comes back within 10 days and purchases a product not in
response to our own or another’s marketing activities, we still credit you with
the sale. A “Coupon Affiliate” is an affiliate whose business model
substantially consists of making coupons available. Whether an affiliate is
classified as a Coupon Affiliate shall be determined by Art.com in its sole
discretion. Factors that may lead to classification as “Coupon Affiliate”
include, but are not limited to (i) the presence of coupon offerings,
especially from many different merchants, on the affiliate’s website,
especially if such coupons represent many different merchants and/or are
indexed or are organized in a directory; (ii) the presence of certain words (or
variations or misspellings thereof) in the website’s URL or prominently
featured in the website’s content, such as “coupons,” “deals” or “savings”;
(iii) a website that is focused on other merchants and the discounts or
promotions offered by them, rather than on products, and that features little
original, human-generated content.
Sales of Gift Certificates do not earn referral fees, however purchases made
with gift certificates earn referral fees based on the basic rates.
7. Referral Fees Payment
When the total referral fee payment(s) due to you (based on Section 6 above)
exceeds your specified minimum payout level, at the end of any calendar month,
you shall be paid by a company check for the applicable referral fee (less any
taxes required to be withheld under applicable law). Such referral fee checks
shall be sent approximately thirty (30) days after the end of each calendar
month earned and shall be paid in US dollars only. If we determine, in our sole
discretion, that you have breached this Agreement, we may (without limiting any
other rights or remedies available to us) withhold any revenue sharing fees
otherwise payable to you under this Agreement. As a condition to payment of a
referral fee, you must provide Art.com all information reasonably necessary for
Art.com to process payments to you in accordance with any and all applicable
laws and regulations. This includes, but is not limited to your tax
identification number (for businesses located in the US).
8. Sub-Affiliates
Subject to the terms in this Agreement, Art.com will also pay you referral fees
on sales made by all approved web sites you recruit to Art.com’s Affiliate
Program (“Sub-Affiliates”). You may not sign-up any website owned by yourself
or beneficially owned by yourself as a Sub-Affiliate. To be eligible as a
Sub-Affiliate, each web site you recruit must submit your Affiliate Referral
Number when they submit a complete Affiliate Program application on our site.
This reference can be made automatically using our recruitment banners that
contain special links. Sub-Affiliate status will not be applied to any entity
that has previously referred any clicks or sales to Art.com. You are not
limited as to the number of Sub-Affiliates you can have. We shall pay you a
flat referral fee of 5% of Net Sales for all completed sales arising out of
transactions directly linked from the Sub-Affiliate's site to Art.com's site.
Art.com's payment of these fees is subject to the same exceptions and
conditions as fees paid for Affiliate referrals.
9. Reports of Sales
Through the application process, you shall have the opportunity to register an
email address and password and shall have the ability to enter a
password-protected site to receive your sales statistics on a daily basis.
10. Policies and Pricing
Customers who buy products at our site through the Affiliate Program shall be
deemed to be customers of Art.com. Accordingly, all of our rules, policies, and
operating procedures concerning customer orders, customer service, and Product
sales shall apply to those customers. We may change our policies and operating
procedures at any time and from time to time. For example, we, in our sole
discretion, shall determine the prices to be charged for Products in accordance
with our own pricing policies.
11. Publicity
You shall not create, publish, distribute, or permit any written material that
makes reference to us without first submitting such material to us and
receiving our prior written consent.
12. Licenses and Use of the Art.com Logos and Trademarks; Reservation of Rights
a. WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO
(i) ACCESS OUR SITE THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE THE
ART.COM TRADEMARKS AND LOGOS AND SIMILAR IDENTIFYING MATERIAL RELATING TO US
(BUT ONLY IN THE FORM(S) AS PROVIDED BY ART.COM ) (COLLECTIVELY, THE “ART.COM’S
LICENSED MATERIALS”), FOR THE SOLE PURPOSE OF PROMOTING ART.COM PRODUCTS ON
YOUR SITE. YOU MAY NOT ALTER, MODIFY, OR CHANGE ART.COM’S LICENSED MATERIALS IN
ANY WAY. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS IF YOU ARE A
MEMBER IN GOOD STANDING OF OUR AFFILIATE PROGRAM.
b. You shall not make any use of any Licensed Materials for any purpose
other than promoting Products on your site. You agree not to use the Licensed
Materials in any manner that is disparaging or that otherwise portrays us in a
negative light.
c. You grant to us a non-exclusive license to use or display your names,
titles, and logos, as the same may be amended from time to time (“Affiliate’s
Licensed Materials”), in our advertising, marketing, promotional and publicity
activities; provided, however, that we shall not be required to so advertise,
market, promote, or publicize. This license shall terminate upon the effective
date of the expiration or termination of this Agreement.
d. You may not register the words art.com or variations thereof for use
in any search engine, portal, advertising service or similar services service.
You may not purchase or register search engine keywords, AdWords, search terms
or other identifying terms and domain names that include the word "Art.com" or
any variations thereof for use in any search engine, portal, sponsored
advertising service or other search or referral service. Specifically, this
policy prohibits You from bidding on:
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"Art.com" and any keyword string that includes this term. For example, "art.com
posters", "art.com coupons", "art.com and coupons", "art.com prints",
“www.art.com”, etc.;
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Variations of Art.com’s trademarks: for example "art com", "artcom",
"www.art.com", "art-com", "art+com", "www.artcom", "ww.art.com", "wwwart.com",
etc.; or
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Any form of our trademarks or variation or misspelling thereof in connection
with foreign country or other domain extensions.
e. The rights granted by Art.com herein do not constitute any assignment
of ownership or other transfer to you of ownership interests therein or in any
property of Art.com, including without limitation, any domain name, website or
in any intellectual property of Art.com. At no time during or after the term of
this Agreement shall you challenge or assist others to challenge any Art.com
trademark, logo, or trade dress (except to the extent expressly prohibited by
applicable law) or the registration thereof or attempt to register any
trademarks, marks or trade names confusingly similar to any Art.com trademark,
logo, or trade dress.
f. All licenses, rights and interests in, to and with respect to the
Affiliate Program, the Website, Art.com’s Licensed Materials, elements and
parts thereof not specifically granted herein to Participant (including,
without limitation, all rights of copyright) shall be entirely reserved, as
between the Parties, to Art.com and may be fully utilized by Art.com without
limitation and without regard to any licenses and rights granted herein. 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 websites that are similar to or compete with your website.
13. Obligations Regarding Your Site
a. You shall be solely responsible for the development, operation, and
maintenance of your site and for all materials that appear on your site. Such
responsibilities include, but are not limited to: (1) the technical operation
of your site and all related equipment; (2) creating and posting product
descriptions, and references on your site and linking those descriptions to our
site; (3) the accuracy and propriety of materials posted on your site; and (4)
ensuring that materials posted on your site do not violate or infringe upon,
without limitation, the copyrights, trademarks, privacy or other personal or
proprietary rights of any third party. Your site shall not (i) violate or
infringe upon the rights of any third party, (ii) be libelous, (iii) advocate
or promote sexually explicit material, (iv) advocate or promote violence, (v)
promote discrimination based on race, sex, religion, nationality, disability,
sexual orientation, or age, or (vi) otherwise be illegal.
b. We disclaim all liability for all development, operational,
maintenance and content matters related to your site. Further, you shall
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.
14. Term of the Agreement
The term of this Agreement shall begin upon our acceptance of your Affiliate
Program application and shall end when terminated by either party. Either Party
may terminate this Agreement at any time, with or without cause, by giving the
other Party notice of termination. You are only eligible to earn referral fee
payment(s) on sales occurring during the term, and referral fee payment(s)
earned through the date of termination shall remain payable only if the related
Art.com Product orders are not canceled or returned, provided, however, we may
withhold your final payment for a reasonable time to ensure that the correct
amount is paid.
15. Modification
We may modify any of the terms and conditions contained in this Agreement at
any time at our sole discretion by posting a change notice or new version of
the Agreement on our site. Terms may be changed or updated at any time, but you
shall be able to find the most recent version on our website. Modifications may
include, but are not limited to, changes in the scope of available referral fee
payment(s) or the payment program in general, payment schedules, payment
procedures, and Affiliate Program rules. If any modification is unacceptable to
you, your only recourse is to terminate this agreement. Your continued
participation in the Affiliate Program following our posting of a change notice
or new agreement on our site shall constitute binding acceptance of the change.
16. Relationship of Parties
You and Art.com are independent contractors, and nothing in this Agreement
shall create any partnership, joint venture, agency, franchise, sales
representative, or employment relationship between the parties. You shall have
no authority to make or accept any offers or representations on our behalf. You
shall not make any statement, whether on your site or otherwise, that
reasonably would contradict anything in this Section.
17. Disclaimers
We make no express or implied warranties or representations with respect to the
Affiliate Program or any Art.com Products sold through the Affiliate Program
(including, without limitation, warranties of fitness, merchantability,
non-infringement, or any implied warranties arising out of course of
performance, dealing, or trade usage). In addition, we make no representation
that the operation of our site shall be uninterrupted or error free, and we
shall not be liable for the consequences of any interruptions or errors.
18. Representations and Warranties
You hereby represent and warrant to us as follows:
a. This Agreement constitutes your legal, valid, and binding obligation,
enforceable against you in accordance with its terms.
b. The execution, delivery, and performance by you of this Agreement and
the consummation by you of the transactions contemplated hereby shall not, with
or without the giving of notice, the lapse of time, or both, conflict with or
violate (i) any provision of law, rule, or regulation to which you are subject,
(ii) any order, judgment, or decree applicable to you or binding upon your
assets or properties, (iii) any provision of your by-laws or certificate of
incorporation, or (iv) any agreement or other instrument applicable to you or
binding upon your assets or properties.
c. You are the sole and exclusive owner of Affiliate’s Licensed
Materials and have the right and power to grant to us the license to use your
trademarks in the manner contemplated herein, and such grant does not and shall
not (i) breach, conflict with, or constitute a default under any agreement or
other instrument applicable to you or binding upon your assets or properties,
or (ii) infringe upon any trademark, trade name, service mark, copyright, or
other proprietary right of any other person or entity.
d. No consent, approval, or authorization of, or exemption by, or filing
with, any governmental authority or any third party is required to be obtained
or made by you in connection with the execution, delivery, and performance of
this Agreement or the taking by you of any other action contemplated hereby.
e. 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 trademarks, and, to the best of your knowledge, there is no
basis for any such claim, action, or proceeding.
19. Confidentiality
During the course of your participation in the Program, you may receive
business and financial information relating to Art.com or to the Affiliate
Program that is not known to the general public ("Confidential Information").
Confidential Information includes, without limitation, product datafeeds,
customer lists, referral fee percentages and pricing and sales information. You
agree (a) that all Confidential Information will remain Art.com’s exclusive
property; (b) that you will use Confidential Information only as is reasonably
necessary for your participation in the Affiliate Program; and (c) you will not
disclose Confidential Information to any individual, company, or other third
party.
20. Limitation of Liability
WE 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 WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS
AGREEMENT AND THE AFFILIATE PROGRAM SHALL NOT EXCEED THE TOTAL REFERRAL FEE
PAYMENT(S) PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT WITHIN THE LAST SIX (6)
MONTHS.
21. Indemnification
You hereby agree to indemnify and hold harmless Art.com 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 (i) any claim that our use of
Affiliate’s Licensed Materials infringes on any trademark, trade name, service
mark, copyright, license, intellectual property, or other proprietary right of
any third party, (ii) any misrepresentation of a representation or warranty or
breach of a covenant and agreement made by you herein, or (iii) any claim
related to your site, including, without limitation, content therein not
attributable to us.
22. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS
AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF
PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY
REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS
AGREEMENT.
23. Governing Law
This Agreement shall be governed by the laws of the United States and the State
of California, without reference to rules governing choice of laws. Any action
relating to this Agreement must be brought in the federal or state courts
located in Oakland, California, and you irrevocably consent to the jurisdiction
of such courts. You may not assign this Agreement, by operation of law or
otherwise, without our prior written consent. Subject to that restriction, this
Agreement shall be binding on, inure to the benefit of, and enforceable against
the parties and their respective successors and assigns. Our failure to enforce
your strict performance of any provision of this Agreement shall not constitute
a waiver of our right to subsequently enforce such a provision or any other
provision of this Agreement.
24. Disclosure for Legal Purposes
You hereby authorize us to disclose information pursuant to judicial and
administrative proceedings, and in connection with law enforcement activities
and as otherwise may be permitted by law, to law enforcement or government
agencies if we believe the disclosure is necessary or appropriate. You also
authorize us to disclose information if we believe the disclosure is necessary
or appropriate in the event of an investigation of improper or illegal conduct
in connection with your activities as an affiliate, such as fraud,
misrepresentation, intellectual property infringement, or other activity that
may put us at risk for liability. We will, whenever we believe reasonably
possible, use our reasonable efforts to inform you if such information may be
so revealed.
25. Severability
If any term, clause or provision of this Agreement shall be deemed invalid or
unenforceable for any reason, the remainder of this Agreement shall remain
valid and enforceable in accordance with its terms.
26. Waiver
Art.com’s failure to enforce your strict performance of any provision of this
Agreement will not constitute a waiver of our right to subsequently enforce
such a provision or any other provision of this Agreement.
27. No Assignments
You may not assign this Agreement, by operation of law or otherwise, without
our prior written consent.
28. Survival of Provisions
The provisions of Sections 12, 14, 18, 19, 20, 21, 23, 25 and 28 hereof shall
survive termination of this Agreement.
Rules Regarding Press Releases And Other Communications (Including All
Communications On Your Website Or Via Other Media)
The following rules apply to any press release or other communication that you
may issue in connection with your participation in the Program, as well as to
any other promotion of your Website.
A. Any communication must accurately identify that you are participating
in the "Art.com Affiliates Program."
B. Any communication must clearly and accurately describe the nature of
your participation in the Art.com Affiliates Program. Your communication must
not create confusion or misrepresent the nature of your or any other
participant's participation in the Art.com Affiliates Program.
You may, without our prior consent, say the following in any communication:
that you have become an Art.com Affiliate, and/or that you have joined or
become a member of the Art.com Affiliates Program.
You must obtain our prior written consent to use any other description of your
participation in the Art.com Affiliates Program or of the program itself, which
we may give or withhold at our sole discretion. If you seek such consent,
please submit the entirety of your proposed press release to us by email at
affiliates@art.com for review.
Rules Regarding Other Website Promotion
A. To protect the integrity of the reputation of our other affiliates as
well as the Art.com brand name, you may not promote your Website via certain
forms of indiscriminate advertising, commonly referred to as "spamming."
Accordingly, you may not promote your Website via postings to non-commercial
newsgroups or cross-postings to multiple newsgroups at once.
B. Notwithstanding the foregoing, you may promote your Website via
mailings to recipients who are already customers or subscribers to your
Website's services, provided that the recipients have the option to remove
themselves from future mailings and that you otherwise comply with all
applicable laws of your jurisdiction. Further, you may promote your Website via
newsgroup postings to newsgroups that specifically welcome commercial messages
(when in doubt, consult the newsgroup FAQ or moderators to be sure that such a
message is acceptable in that newsgroup).
C. In all promotion, you must clearly represent yourself and your
Website as entities independent from Art.com, Art.com's affiliated companies,
the Art.com Website, and any of Art.com's affiliated companies' Websites.
D. Generally, in any forum or media, you must honor the advertising
practices and restrictions that are commonly considered acceptable by its
readers.
Art.com, reserves the right at its sole discretion to modify the foregoing
rules at any time. Art.com, reserves the right to take action against any
person or entity that does not conform to these rules.
Rules Regarding Use of Our Trademarks
These guidelines apply to your use of the Art.com™, “embrace your space” or
other trademarks of Art.com (the "Trademarks") in materials which have been
approved in advance by Art.com.
1. You may use the Trademarks solely for the purpose authorized by
Art.com.
2. You may not alter the Trademarks in any manner. For example, you may
not change the proportion, color, or font of the Trademarks.
3. You may not display the Trademarks in any manner that implies
sponsorship, endorsement by Art.com. outside of your involvement in the
Affiliates Program.
4. You may not use the Trademarks to disparage Art.com, its products or
services, or in a manner which, in Art.com's reasonable judgment, may diminish
or otherwise damage Art.com's goodwill in the Trademarks.
5. Each Trademark must appear by itself, with reasonable spacing (at
least the height of the Trademark) between each side of the Trademark and other
graphic or textual elements.
You acknowledge that all rights to the Trademarks are the exclusive property of
Art.com, and all goodwill generated through your use of the Trademark will
inure to the benefit of Art.com.
Rules Regarding Paid Search Listings
Many of our affiliates are now using paid search to generate commission. The
goal of our paid search rules is to ensure that affiliates follow the most
recent search engine guidelines in a manner that does not conflict with our
paid search program.
1. You may not represent you or your website as Art.com.
2. You may not use or display www.art.com or variations thereof in
either the copy/advertisement or the display URL. Variations include foreign
country or other top-level domain extensions.
3. You must follow common search engine guidelines, such as: (a) your
display URL must match the ultimate actual destination URL; (b) you may not
frame our website as a landing page; or (c) you may not create “redirects” or
“jump pages” that immediately direct to our website.
4. If you are going to use the number of products that Art.com offers in
your copy, you must use 400,000. Any updates in product count will be
communicated to affiliates via email.
5. You shall not purchase or register search engine keywords, AdWords,
search terms or other identifying terms(together, “keywords”) that include the
word "Art.com" or any variations thereof for use in any search engine, portal,
sponsored advertising service or other search or referral service.
Specifically, this policy prohibits you from bidding on:
-
"Art.com" and any keyword string that includes this term, for example, "art.com
posters", "art.com coupons", "art.com and coupons", "art.com prints",
“www.art.com”, etc.;
-
Variations of Art.com’s trademarks: for example "art com", "artcom",
"www.art.com", "art-com", "art+com", "www.artcom", "ww.art.com", "wwwart.com",
etc.; or
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Any form of our trademarks or variation or misspelling thereof in connection
with foreign country or other domain extensions.
6.In addition to the foregoing, you must register or establish the
following negative keywords with each search engine from which you purchase or
register keywords: “allposters,” “allposters.com,” and “art.com.”
7. All promotions or claims reflected in your copy/advertisement must be
accurate at any time that the ad is running.
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