AFFILIATE
PARTNER TERMS AND CONDITIONS MASTER AGREEMENT
This
Master Agreement is made between Bids4Art.com
and its affiliate
partners.
TERMS
AND CONDITIONS
To begin the enrollment process,
you need to submit a complete Program application at the Bids4Art.com Site
located at www.Bids4Art.com/affiliatesignup.htm. We will evaluate your
application and will notify
by email of your acceptance or rejection. We may
reject your application for any reason, including, but not limited to our
determination, in our sole discretion, that your Site is unsuitable for the
Program. Unsuitable Sites include, but are not limited to, those
that:
a)
contain or link to nudity or pornography or promote
sexually explicit materials;
b)
promote violence;
c)
promote discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age;
d)
promote illegal activities;
e)
infringe our intellectual property rights or those of
any third party or otherwise violate the rights of any third
party;
f)
contain, in our sole judgment, material that is
defamatory, fraudulent, or harassing to us or any third
party;
g)
promote the use of any pyramid or similar schemes;
or
h)
include "Biz4USA, Inc. dba
Bids4Art.com®"
or variations or misspellings thereof, in their domain names or in any metatags or other hidden text.
If
we accept your application, Bids4Art.com will provide you with access to its
affiliate gateway on the Bids4Art.com site. You should also note that if we
accept your application and your Site is determined in our sole discretion to be
unsuitable for the Program, we may terminate this Agreement at any time. If we
temporarily reject your application, you are welcome to reapply to the Program
after 14 days. If we
permanently reject your application, you are unable to
reapply to the Program.In consideration of the
promises set forth below, we agree as follows:
1.
Offers and Engagements.
At any time prior to Partner providing a
Qualifying Link, Biz4USA, Inc. dba Bids4Art.com may
with
or without notic3
a)
change, suspend or discontinue any aspect of an Offer
or an Engagement or
b)
remove, alter, or modify any graphic or banner ad
submitted by Biz4USA, Inc. dba Bids4Art.com for an
Offer or an Engagement. Partner agrees to promptly implement any request from
Biz4USA, Inc. dba Bids4Art.com to remove, alter or
modify any graphic or banner ad submitted by Biz4USA, Inc. dba Bids4Art.com that is being used by Partner as part of an
Engagement.
2.
Partner's Responsibilities.
2.1.
Partner will link its site to areas within Biz4USA, Inc. dba Bids4Art.com's site using special URLs
specified in
the Engagement (the "Required URLs"). Partner may post as many links to the
Required URLs and the rest of Biz4USA, Inc. dba
Bids4Art.com's site as it likes on Partner's site. The position, prominence and
nature of links on the Partner's site shall comply with any requirements
specified in the Engagement, but otherwise will be in the discretion of Partner.
2.2.
Partner agrees not to make any representations, warranties or other statements
concerning Biz4USA, Inc. dba Bids4Art.com, Biz4USA,
Inc. dba Bids4Art.com's site, any of Biz4USA, Inc.
dba Bids4Art.com's products or services, or Biz4USA,
Inc. dba Bids4Art.com's site policies, except as
expressly authorized by the Engagement.
2.3.
Partner is responsible for notifying Biz4USA, Inc. dba
Bids4Art.com of any malfunctioning of the Required URLs or other problems with
Partner's participation in the Engagement. Biz4USA, Inc. dba Bids4Art.com will respond promptly to all concerns upon
notification by Partner.
2.4.
Partner agrees to abide by the Biz4USA, Inc. dba
Bids4Art.com privacy policy posted on
Biz4USA, Inc. dba Bids4Art.com's site here:
http://www.bids4art.com/affiliates/terms.htm
2.5 Partner agrees that
they will not engage in any keyword bidding on Biz4USA, Inc. dba Bids4Art.com's
trademark names, misspellings or
similar spellings, which include the following: Biz4USA, Inc. dba Bids4Art.com, bizforart,
bidsforartt.com, biz4art, etc
2.6
Partner agrees that they will not engage in any email activity that is not in
accordance with the U.S. Federal Government's Spam Act of
2003.
2.7
Partner agrees that they will not engage in any keyword bidding on the
trademarked names of Biz4USA, Inc. dba Bids4Art.com's
competitors in an attempt to direct traffic to websites owned by Biz4USA, Inc.
dba Bids4Art.com.
2.8
Partner agrees to not market any erroneous and/or unauthorized coupon codes.
Affiliate will forfeit any commission/s earned through the use of unauthorized
coupon codes via manual adjustment to the affiliate invoice at the end of each
pay period.
3.
Commissions.
3.1.
Biz4USA, Inc. dba Bids4Art.com agrees to pay Partner
the commission specified in the Engagement
if Biz4USA, Inc. dba Bids4Art.com sells to a visitor to Biz4USA, Inc. dba Bids4Art.com's site
a
"Customer") a product or service that is the subject of the Engagement and if
that Customer has accessed Biz4USA, Inc. dba
Bids4Art.com's site and purchased the product or service via a Qualifying Link.
3.2.
A "Qualifying Link" is a link from Partner's site to Biz4USA, Inc. dba Bids4Art.com's using one
of the Required URLs or any
other URL provided by Biz4USA, Inc. dba Bids4Art.com
if it is the last link to the Biz4USA, Inc. dba
Bids4Art.com's site that the Customer uses during a Session where a sale of a
product or a service to Customer occurs.
A
"Session" is the period of time beginning from a Customer's initial contact with
Biz4USA, Inc. dba Bids4Art.com's site via a link from
the Partner's site and terminating when the Customer either returns to the
Biz4USA, Inc. dba Bids4Art.com's site via a link from
a site other than Partner's site or the Engagement expires or is terminated.
3.3.
Biz4USA, Inc. dba Bids4Art.com shall have the sole
right and responsibility for processing all
orders made by Customers.
Partner acknowledges that all agreements relating to sales to Customers shall be
between Biz4USA, Inc. dba Bids4Art.com and the
Customer.
3.4.
All determinations of Qualifying Links and whether a commission is payable will
be made by Biz4USA, Inc. dba Bids4Art.com and Partner.
Prices for the products will be set solely by Biz4USA, Inc. dba Bids4Art.com in its discretion.
3.5
No commission may be earned for purchases made from other stores operated by
third parties that may be accessible from Partner's site.
3.6
Commission may be earned only on credit card transactions. Purchases paid by
other methods are not eligible for commissions.
3.7
In the event Biz4USA, Inc. dba Bids4Art.com, in its
sole discretion, suspects fraud or other unlawful conduct by partner or by any
third party accessing Biz4USA, Inc. dba Bids4Art.com's
site through links on Partner's site, Biz4USA, Inc. dba Bids4Art.com shall be entitled to suspend or deny
payments in whole or in part to Partner in Biz4USA, Inc. dba Bids4Art.com's sole discretion.
4.
Ownership and Licenses.
4.1.
Each party owns and shall retain all right, title and interest in its names,
logos, trademarks, service marks, trade dress, copyrights and proprietary
technology, including, without limitation, those names, logos,
trademarks,
service marks, trade dress, copyrights and proprietary technology currently used
or which may be developed and/or used by it in the future.
4.2.
Biz4USA, Inc. dba Bids4Art.com grants Partner a
revocable, non-exclusive, worldwide license to use, reproduce and transmit the
name, logos, trademarks, service marks, trade dress and proprietary technology,
as designated in the Engagement or during the registration process in The
Bids4Art.com
site, on Partner's site solely for the purpose of creating
links from Partner's site to Biz4USA, Inc. dba
Bids4Art.com's site during Engagements. Except as expressly set forth in this
Agreement or permitted by applicable law, Partner may not copy, distribute,
modify, reverse engineer, or create derivative works from the same. Partner 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.
4.3.
Partner grants Biz4USA, Inc. dba Bids4Art.com a
non-exclusive, worldwide, royalty-free license to use, reproduce and transmit
any graphic or banner ad submitted by Partner solely for co-branding purposes or
as a return link from Biz4USA, Inc. dba Bids4Art.com's
site to Partner's site. Biz4USA, Inc. dba Bids4Art.com
will remove such graphic or banner ad upon Partner's request.
5.
Termination.
5.1.
Either party may terminate any Engagement at any time. This affiliate program
can be cancelled or withdrawn at any time without recourse. Biz4USA, Inc. dba Bids4Art.com will not be responsible for any computer
malfunction which results in lost affiliate records. In the event that this
affiliate program is cancelled for any other reason, only those affiliates
meeting the minimum payable balance amount of $50 will be
paid.
6.
Representations.
6.1.
Each party represents to the other that
a)
it has the authority to enter into this Agreement and
sufficient rights to grant any licenses granted hereby,
and
b)
any material which is provided to the other party and
displayed on the other party's site will not
i)
infringe on any third party's copyright, patent,
trademark, trade secret or other proprietary rights or right of publicity or
privacy;
ii)
violate any applicable law, statute, ordinance or
regulation;
iii) be defamatory or libelous;
iv)
be lewd, pornographic or obscene;
v)
violate any laws regarding unfair competition,
anti-discrimination or false advertising;
vi)
promote violence or contain hate speech;
or
vii)
contain viruses, trojan
horses, worms, time bombs, cancelbots or other similar
harmful or deleterious programming routines.
6.2.
EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR
WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO,
ANY IMPLIED
WARRANTIES OF Biz4USA, Inc. dba Bids4Art.com ABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.
7.
Cross-Indemnification.
7.1.
Each party hereby agrees to indemnify, defend and hold harmless the other party
and its affiliates, directors, officers, employees and agents, from and against
any and all liability, claims, losses, damages, injuries or expenses (including
reasonable attorneys' fees) brought by a third party, arising out of a breach,
or alleged breach, of any of its representations or obligations herein.
8.
Bids4Art.com Required Provisions.
8.1.
Partner hereby agrees to indemnify, defend, and hold harmless The Bids4Art.com
and Biz4USA, Inc and its affiliates, officers, directors, employees and agents
(collectively, "Bids4Art.com") from and against any and all liability, claims,
losses, damages, injuries or expenses (including reasonable attorneys' fees)
directly or indirectly arising from or relating to any Offer, Engagement,
any other matter related to this Agreement or the subject matter hereof any
dispute relating thereto.
9.
Limitation of Liability.
9.1.
In no event shall either party be liable to the other party for any direct,
indirect, special, exemplary, consequential or incidental damages, even if
informed of the possibility of such damages.
9.2.
The parties agree that Bids4Art.com and Biz4USA Corporation and its affiliates,
officers, directors, employees and agents shall not be liable to either party
for any direct, indirect, special, exemplary, consequential or incidental
damages, even if informed of the possibility of such damages.
10.
General.
10.1.
Each party shall act as an independent contractor and shall have no authority to
obligate or bind the other in any respect.
10.3.
This Agreement has been made in and shall be construed and enforced in
accordance with the laws of the state of Biz4USA, Inc. dba Bids4Art.com's headquarters. Any action to enforce this
Agreement shall be brought in the federal or state courts located in that state.
If you need to send official correspondence, send it via registered mail to
Biz4USA, Inc. dba Bids4Art.com's headquarters to the
attention of Biz4USA, Inc. dba Bids4Art.com's legal
department. 10.4. This Agreement may be agreed to in more than one counterpart,
each of which together shall form one and the same instrument. The parties agree
that execution may be achieved in any format convenient to the parties.
10.5.
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.