This Affiliate Service Agreement (the "Agreement") is made by and between Art Provocateur Gallery Inc., a corporation existing under the laws of the Province of Ontario (“APG”) and you, as an Affiliate utilizing the APG Service. ("You", "Your", "Affiliate").
You must agree to abide by the terms and conditions contained in this Agreement in order to participate. Please read this Agreement carefully before registering and using the Service as an Affiliate. By signing up for the APG Affiliate Program, you indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, do not use the APG Service as an Affiliate.
The following agreement is summarized as follows:
- You place APG banners anywhere on your site as you see fit, or within non-spam emails.
- We may email you concerning new APG programs and opportunities
- You will be paid your commissions once the return period has passed and sale status is “Complete”
- All sales data are collected and calculated by APG, and will be the only valid data used for determining commissions.
- As an affiliate, you can only have 1 account.
- Affiliate commission payments are made via Paypal.
- You won't hold us liable for anything, a link to a non-APG website does not mean that APG endorses or accepts any responsibility for the content or the use of such website.
- DO NOT SPAM any person, website, email list, blog, comments section, account or other. We will terminate your account on the first offense of SPAMMING.
- You may place banners or links within your newsletters, in content of your website, or within other web related content.
- Affiliate accounts that are left inactive will be removed from our system if their balance is equal to or less than $25. If an abandoned affiliate account has a balance between $25 and $50, a $25 fee will be assesed once per calendar month, until the balance is equal to zero dollars - and is closed. At no time will an affiliate ever owe monies to APG, based on fees - the account will simply be closed. An abandoned affiliate account is defined as any account that has not been logged in to for a period of 6 months, nor have any transactions been posted to that account. If one or the other of those conditions are true - the account will remain in an active state.
- NOT ALLOWED: Any placement of creative in a "Desktop" advertising scheme. This includes any and all 3rd party advertising platforms that use a desktop application to display ads in any form.
- NOT ALLOWED: Any display of a APG window that isn't the result of a direct click by the end-user.
- Failure to abide by these rules could mean termination of your Affiliate Account completely with a complete forfeit of commissions.
APG respects the privacy of its users and will not disclose personal information to third parties without the express permission of You and Your company. If You have any questions please contact email@example.com
"Performance Marketing" is when individual websites generate their own traffic ("Affiliates") and when APG Affiliate link/banner is clicked, resulting in traffic to specific APG pages. APG pays a (%) commission for those Visitors resulting in a closed sale.
"Affiliate" means an individual or business generating their own traffic and thus rewarded for legitimate sales, leads, clicks, or other measurable actions.
"Visitor" means any person, or user that clicks on an Affiliate’s Link that leads them to the APG website.
"Sale Commission" means the Payout APG sets and agrees to pay for Visitors referred to the APG website that result in a sale. The sale could occur at the time of the visit or at a later time not to exceed 90 days. If a sale occurs after 90 days and the Visitor has not returned through an authorized Affiliate's site, then no Payout shall occur.
"Payout" means the amount of sale commission APG agrees to pay for each sale. The Payout is defined as either a percetage of a total sale amount and is determined by APG Management.
"Link" means a hyperlink placed on an Affiliate's site that, when clicked on, sends a Visitor through to the APG website. Links take many forms including text, a product image, buttons, banners, videos or any other format acceptable to APG. To inquire about acceptable formats not listed, please contact APG at firstname.lastname@example.org.
"VOID" means a reversal of a Payout previously earned for a sale that is Cancelled or Returned by the buyer. APG may VOID transactions that are fraudulent, or in the case of returned merchandise, duplicate transactions, or other valid reasons.
"Your Account" means a specific account within the Service, where Commissions are credited.
- You will receive a Commission for each sale that is completed by the leads you send to the APG website via your link. In order to place Links, You must first be approved by APG for the APG Affiliate Program.
- Commissions shall be sent to the Affiliate via selected method of payment once an order is marked as Complete, twenty eight days (28) after dispatch of the work to the buyer, on condition that the work has not been returned, with notice made by email to the Affiliate Partner, and shall be paid (a) to the Affiliate’s PayPal account each Wednesday, or (b) at the option of the Affiliate, by PayPal, cheque or wire transfer payable from APG to Licensor, delivered on or before the fifteenth (15th) day of each month, which cheque shall be denominated and drawn in U.S. dollars; provided that (a) amounts in respect of limited edition or one of a kind works shall become available to be claimed on the date that the customer’s fourteen (14) day right of return expires; and (b) where the Licensor elects to be paid by cheque or wire transfer, rather than through PayPal, a US$55.00 processing fee shall be deducted from such payment by APG. It is expressly acknowledged that the Licensor is not an employee of APG, and is responsible for remitting its own sale tax, income tax and any other taxes which may arise as a result of the commission payment.
- In addition to the commissions payable to you, we will also pay Harmonized Sales Tax (“HST”) applicable to those commissions if you provide APG with a warranty that you are registered under the Excise Tax Act (“ETA”), together with a copy of your ETA registration, a warranty that you will assess and remit the HST payable and indemnify APG in respect of any HST payable by you.
- Money credited to Your Account does not accrue interest.
- In the event of a VOID transaction or return of sale, APG may recover from You the corresponding Commission previously credited to Your Account. The VOID Commission will be immediately deducted from Your Account balance. In the event that Your Account balance is less than the VOID Commission, the VOID Commission will be deducted against Your future earnings. You will NEVER be asked to send money to APG
APG reserves the right to send e-mails to You for the purposes of informing you of applicable changes or additions to the Service or any APG related products and services.
CHANGES TO THE SERVICE
APG reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, APG will notify You via e-mail, newsletter or the APG platform at least 7 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Service.
To sign up as an Affiliate of Art Provocateur Gallery and to use the Service as an Affiliate Partner you must be at least 18 (eighteen) years of age. If you are Canadian and have a Business Numbers, you must provide this number in your APG Affiliate Account info.
THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN APG: SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to WAREZ, CRACKING, and HACKING SITES. As part of the registration process, You will select a username (email) and password combination that You use to access Your Affiliate area within the Service. You shall provide APG with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You agree that APG may rely on any data, notice, instruction or request furnished to APG by You which is reasonably believed by APG to be genuine and to have been sent or presented by a person reasonably believed by APG to be authorized to act on Your behalf. You shall notify APG by e-mail at email@example.com of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by APG and referral to the appropriate law enforcement agencies.
You represent to APG that all content You provide to the Service is solely owned by You or provided by You with the express authority of the company You represent, does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable. You shall not provide, promote, distribute, place or otherwise publish as an Affiliate of the Service any content, or website that includes content, which is libelous, defamatory, obscene, abusive, fraudulent or violates any law. As APG may not review all information provided by You, You shall remain solely responsible for Your content and website.
Links may not be placed in unsolicited e-mail, ICQ, banner networks, counters, chatrooms or guestbooks. Any Link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid sales, leads, or clicks to APG.
APG RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A MEMBER OF APG. If You are terminated from the Service, APG has the right to withhold money You earned within the Service or money that You owe within the Service and You will not be allowed to re-join APG.
The Service, its operation, its use and the results of such use shall be performed in a workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, APG DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF APGABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, APG SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. The APG will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Affiliate understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold APG liable for any of the consequences of such interruptions. APG SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY website OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. APG SHALL HAVE NO LIABILITY WITH RESPECT TO APG OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF APG HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF APG HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY APG AS A DIRECT RESULT OF THIS AGREEMENT.
LIMITATION OF LIABILITY
APG OR ITS SUPPLIERS OR RESELLERS OR APGS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE APG SERVICE OR ANY INFORMATION PROVIDED ON THE APG WEBSITE OR ANY OTHER HYPERLINKED WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF APG OR AN APG AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEBSITE OR ANY HYPERLINKED WEBSITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, APG'S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.
You agree that APG, although the provider of the Service, has no responsibility or liability as a result of Your placement of authorized Links from Your website, and You, and APG, jointly and severally agree to indemnify, defend, and hold harmless APG and its affiliates, officers, directors, employees and agents 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 or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.
APG agrees to indemnify, defend, and hold harmless Affiliate and its affiliates, officers, directors, employees and agents 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 APG's negligence or willful misconduct in performance of the Services or its breach of this Agreement.
APG acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information ("Confidential Information") of Your company. APG agrees not to disclose or disseminate the Confidential Information without Your prior express written consent. The term "Confidential Information" shall not include information that is or becomes part of the public domain through no action or omission of APG, that becomes available to APG from third parties without knowledge by APG of any breach of fiduciary duty, or that APG had in its possession prior to the date of this Agreement. APG does not collect information about a APG's customer transactions, other than what is passed to us through the installed tracking code and displayed on Your own transaction reports. Any information we receive is used solely for tracking and Commission payment purposes. APG reserves the right to be able to utilize this data in aggregate to analyze Service trends, monitor Service efficiencies, and perform such other analysis as APG deems appropriate.
You, the affiliate, warrants, represents and covenants to APG that You will comply with all applicable privacy and data protection laws, and rules and regulations applicable to the use of the Services. You shall establish and maintain physical, electronic and procedural safeguards, including the use of keycards, codes, intrusion detection systems, user names, passwords and encryption software, to prevent the unauthorized access, use, copying, disclosure, modification, transference, destruction, loss, or alteration of any personal identifying information ("PII"), including a person's name, address, telephone number, email address, age, social security number, credit card or debit card number, IP address or any other information that is personal or is likely to enable identification of a specific individual, during Your use, transmission or storage of any such PII. Where applicable law requires consent for the cookies served by APG, You warrant that You will obtain the prior, freely given, specific and informed consent of any Visitors to any cookies served (or other similar technology used) by APG on the Visitor as a result of a click.
OWNERSHIP AND LICENSES
You, the Affiliate, are granted a non-exclusive, limited, revocable right to use APG provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of APG, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, tradenames and service marks related to the foregoing shall remain APG's sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way.
APG may immediately terminate Your license to use the marks if APG reasonably believes that such use dilutes, tarnishes or blurs the value of the marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by APG above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge APG's ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of APG.
APG makes no representations whatsoever about any other website which You may access through the Service. In addition, a link to a non-APG website does not mean that APG endorses or accepts any responsibility for the content or the use of such website.
Affiliate or APG may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties.
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
This contract shall be governed by and interpreted in accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable therein. Each party hereby attorns to the exclusive jurisdiction of the courts of the Judicial District of York.
This Agreement constitutes the entire agreement between Affiliate and APG and supersedes any prior understanding or representation of any kind preceding the effective Date of this Agreement. There are no other promises, conditions, understandings, or other agreements, whether oral or written, relating to the subject matter of this Agreement.