NetArt Media » Affiliate Terms of Service
This Agreement contains the complete terms and conditions that apply to your participation
as a member of the NetArt Media Affiliate Program.
1. Enrollment in this Program. To begin the enrollment process,
you will submit a completed Program Application through our website. Your account
will be instantly active in our program. We will evaluate your account in good
faith to ensure you comply with all our rules and agreements. We may reject your
account if we determine that your site is unsuitable for the Program for any reason,
including, but not limited to, if your site incorporates images or content that is unlawful,
defamatory, obscene, harassing or otherwise objectionable, such as sites that facilitate
illegal activity or promote violence or promote or assist others in promoting copyright
infringement (collectively, "Content Restrictions").
2. Utilizing Links on Your Site. As an affiliate website
of NetArt Media, you may use any form of promotion you choose, consistent with
the terms of this Agreement. You may use banner advertisements, button links and/or
text links to our site (the "Links"), however, you CANNOT SPAM. 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.
Allowable promotional links may contain NetArt Media's trade names, service marks,
and/or logos for display on your Affiliate Site. Subject to the terms and conditions
hereof, you are granted a limited, non-exclusive, non-transferable license to access
and download such Links and other designated promotional materials for placement
on your Affiliate Site for the sole and exclusive purpose of promoting websites owned,
operated or controlled by NetArt Media. In utilizing the Links, you agree that you will
cooperate fully with us in order to establish and maintain such Link or Links.
A Link may only be visually modified with our consent.
3. Commissions. We will pay you a commission based
on the below structure: 20% commission for each sale originating from your link or banner.
The Commission Rate is subject to change from time to time, upon e-mail notice to you
and commencing the 30-days following such notice.
The Commission Rate is subject to change from time to time, upon e-mail notice to you and commencing the 30-days following such notice.
4. Commission Payment. Commissions deemed due and owed to you under the program will be paid to you directly by NetArt Media.com after any holding period
and in accordance with a regular payout cycle established by NetArt Media.
No commission will be paid for signups by you, your household, or anyone within
your organization.
Commissions can be earned per each new client referred through the unique affiliate link.
An existing customer, defined by any client who has previously purchased a product from us at
anytime in the past, would not be eligible for a commission with the program.
5. 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. We shall have no responsibility for the development,
operation and maintenance of your site and for all materials that appear on your site.
You shall also be responsible for ensuring that materials posted on your site do not
violate or infringe upon any laws, including, for example, copyrights, trademarks, privacy,
or other personal or proprietary rights, and ensuring that materials posted on your
site are not libelous or otherwise illegal. You must have express permission to use another party's
copyrighted or other proprietary material. We will not be responsible if you use another
party's copyrighted or other proprietary material in violation of the law.
In addition to the foregoing, we will immediately terminate your participation in the
Program if we believe you have engaged in any of the following:
- Unsolicited mass e-mail solicitations, IRC postings or any other form of spamming, including
but not limited to, newsgroups or AOL customers or otherwise violate the anti-spamming
policies of NetArt Media or state law;
- Provide inaccurate or incomplete information to NetArt Media concerning your
identity, address or other required information;
- Attempt to cheat, defraud or mislead us in any way;
- Misrepresent to the public the terms and conditions of our sites or your sites;
- Engage in popup advertisement network activities;
- IFrames may not be used unless given express permission by NetArt Media, sales made
through hidden IFrames or Cookie Stuffing methods will be considered invalid
6. Term of the Agreements. The term of this Agreement will begin
upon our acceptance of your Affiliate Program Application and will end when
terminated by either party. Either you or we may terminate this Agreement at any time,
with or without cause, by giving the other party notice of termination.
Notice by e-mail, to your e-mail address on our records, is considered sufficient notice
for to terminate this Agreement. If this Agreement is terminated because you have violated
the terms of this Agreement you are not eligible to receive any commissions payments,
even for commissions earned prior to the date of termination. If this Agreement is
terminated for any other reason, you are only eligible to earn a commission on
sales occurring during the term of the Agreement, and commissions earned through
the date of termination will remain payable only if the related orders are not
canceled or returned. We reserve the right to withhold your final payment for
a reasonable time to ensure that the correct amount is paid.
7. Modification. We may modify any of the terms and conditions contained
in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail,
to your address on our records, or the posting on our site of a change notice of a new agreement,
is considered sufficient notice for notifying 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 commission fees, commission schedules, payment procedures, and Affiliate Program rules.
All such modifications shall take effect 48 hours after we serve notice as provided above,
unless we indicate otherwise. 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,
will constitute binding acceptance of the change.
8. Relationship of Parties. You and NetArt Media 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. You are not an agent of
the NetArt Media and NetArt Media expressly disclaims responsibility for any conduct
by you in violation of our terms of agreement.
9. Limitation of Liability. We 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 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 will not exceed the
total commissions paid or payable to you under this Agreement.
10. Disclaimers. We make no express or implied warranties
or representations with respect to the Affiliate Program or any COMPANY services
or other items sold through the Program (including, without limitation, warranties
of fitness, merchantability, non-infringement, or any implied warranties arising out
of a course of performance, dealing, or trade usage). In addition, we make no
representation that the operation of our site will be uninterrupted or error-free,
and we will not be liable for the consequences of any interruptions or errors.
11. Representations and Warranties. You hereby represent
and warrant to us that 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; and that the execution, delivery and performance by
you of this Agreement are within your legal capacity and power; have been duly authorized
by all requisite action on your part; require the approval or consent of no other persons;
and neither violate nor constitute a default under the (i) provision of any law, rule,
regulation, order, judgment or decree to which you are subject or which is binding upon
you, or (ii) the terms of any other agreement, document or instrument applicable to you
or binding upon you. Should any law enforcement agency or internet service provider provide
NetArt Media with notice that you have engaged in transmission of unsolicited bulk
e-mails or have otherwise engaged in unlawful conduct or conduct in violation
of said service provider's terms of service, we reserve the right to cooperate in
any investigation relating to your activities including disclosure of your account
information in connection therewith.
12. Confidentiality. We may disclose to you certain information
as a result of your participation as part of the Program, which information we consider
to be confidential (herein referred to as "Confidential Information"). For purpose of
this Agreement, the term "Confidential Information" shall include, but not be limited to,
any modifications to the terms and provisions of this Affiliate Program Agreement made
specifically for your site and not generally available to other members of the Affiliate
Program, website, business and financial information relating to NetArt Media, customer
and vendor lists relating to NetArt Media and any members of the Affiliate Program, other
than you. Confidential Information shall also include any information that we designate as
confidential during the term of this Agreement. You agree not to disclose any Confidential
Information and that such Confidential Information shall also include any information that
we designate as confidential during the term of this Agreement. You agree not to disclose
any Confidential Information and that such Confidential Information shall remain strictly
confidential and secret and shall not be utilized, directly or indirectly, by you for your o
wn business purposes or for any other purpose except and solely to the extent that any
such information is generally known or available to the public or if same is required by
law or legal process. We make no warranty, expressed or implied, with respect to any information
delivered hereunder, including implied warranties of merchantability, fitness for a particular
purpose or freedom from patent, trademark or copyright infringements, whether arising by law,
custom or conduct, or as to the accuracy or completeness of the information and we shall not
have any liability to you or to any other person resulting from your or such third person's
use of the information.
13. Indemnification. You hereby agree to indemnify, defend
and hold harmless NetArt Media, officers, directors, employees, agents, affiliates,
successors and assigns, from and against any and all claims, losses, liabilities,
damages or expense (including attorneys' fees and costs) of any nature whatsoever
incurred or suffered by us (collectively the "Losses"), in so far as such Losses
(or actions in respect thereof) arise out of or are based on (i) any claim or threatened
claim that our use of the Affiliate Trademarks infringes on the rights of any third party;
(ii) the breach of any promise, covenant, representation or warranty made by you herein;
or (iii) or any claim related to your site.
14. Miscellaneous. Terminated accounts cannot later apply to
the Program without our express written consent.
This Agreement shall be interpreted, construed, and enforced according to the laws of Republic of Bulgaria. In the event of any action under this Agreement, the parties agree that the courts located in Bulgaria will have exclusive jurisdiction and that a suit may only be brought in Sofia, Bulgaria and Licensee submits itself for the jurisdiction and venue of the courts located in Sofia, Bulgaria.
NetArt Media reserves the right to institute a reserve
fund holding commissions for a time period deemed necessary in situations where sales
generated by an affiliate consistently have a high chargeback/cancellation ratio.
NetArt Media will be the sole and final arbitrator for any and all disputes or
claims related to the validity of sales. In order to facilitate accurate record-keeping,
multiple NetArt Media affiliate accounts spanning multiple affiliate networks are strictly prohibited.
If you have an account with the NetArt Media in-house affiliate program and also
open a NetArt Media affiliate account with another network such as Commission Junction,
both affiliate accounts will be terminated and all commissions will be forfeited.
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 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.
|