Millennium Art Gallery
MAG Associate Program - Agreement
This Agreement contains the complete terms and conditions that apply to your participation as an MAG Associate site in the MAG Associate Program of MillenniumArtGallery.com and its parent company Willow Enterprises Ltd. In this agreement your Web site the "MAG Associate web site", will hereinafter be referred to as "AP" and our Web site "MillenniumArtGallery.com" will hereafter be referred to as "MAG". Also, in this Agreement, "we" or "us" means MAG and "you" or "your" means the AP applicant, and "Artwork" means any item offered for sale by us on the MAG web site.
1. Participation in the Program.
To begin the process, you will submit a complete Associate Program Application via our web site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We reserve the right to reject your application without explanation if in our sole discretion we feel your site is not suitable for our Associate Program.
2. Provision of a Link Logo.
As a MAG Associate we will provide your site with a Link Logo. This link will lead to an Associate area on MAG's server called the "Member Registration Page". This page is a series of web pages which contain MAG logos, promotional offers and an application form to apply for MAG membership. The Link Logo is easily installed and will provide a visually attractive addition to your web site.
You agree to install the Link Logo on your home page or a feature area of your site and to ensure that it is maintained and functioning. You may install the Link Logo on any number of pages with-in your site.
3. Order Processing.
We will be solely responsible for all aspects of order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns and related customer service.
We will track the volume and amount of sales generated by Members you have referred, and will provide you with a monthly report, summarizing any sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.
4. Associate Referral Bonuses.
We will pay you a referral bonus equal to Ten (10%) percent, (the "Referral Bonus Rate") of Net Sales of Original Artworks and Print Reproductions of the originals made to MAG member referrals from your organization. Net Sales is defined as the actual dollar amount of sales invoice less amounts collected by us for sales taxes, duties, shipping, handling, and similar charges, thus arriving at the ("Net Sales"). Net Sales will also be reduced for amounts due to credit card fraud, bad debts and credits for returned goods. A referral bonus will only be paid if the customer has registered as a MAG member through the Link Logo on your site.
Only Artwork that is sold by us, shipped to our customer and for which we have received full payment will qualify for a referral bonus. For a sale to generate a referral bonus, the customer must purchase the product or products in question using our online ordering system, accept delivery of the item at the shipping destination, and remit full payment to us.
5. Referral Bonus Payment.
We will pay you referral bonuses on a monthly basis. Approximately 60 days following the end of each month, we will publish sales for that month and send you a check for the referral bonuses earned on Artwork that we shipped during that month. If Artwork that generated a bonus is returned by the customer after a referral bonus has been paid to you, we will deduct the corresponding bonus amount from your next monthly payment. If there is no subsequent payment, we will send you a bill for the fee, which bill must be paid upon receipt.
6. Term of the Agreement.
The term of this Agreement will begin upon registration of your MAG - Associate Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time by giving the other party notice of termination. Notice by e-mail is considered sufficient notice for either party to terminate this Agreement with 24 hours notice. If this Agreement is terminated for any reason, you are only eligible to earn referral bonuses on sales occurring during the term of the Agreement, and referral bonuses 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. Non-Exclusive Limited License and Use of MAG Logos and
Trademarks.
We grant you a non-exclusive, non-transferable, revocable right to install a MAG Associate link and to use our logos, trade names, trademarks and similar identifying material (collectively "Licensed Materials"), solely for the purpose of promoting to guests and visitors on your site. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent you are a member, in good standing, of the MAG Associate Program.
You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays MAG in a negative light. We reserve all of our rights in the Licensed Materials, and all other intellectual property rights. We may revoke your license at any time by giving you notice in accordance with the provisions of Section 11 of this Associate Program Agreement. You shall obtain no rights in and to the Licensed Materials.
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 written consent.
This license shall terminate upon the effective date of the expiration or termination of this Agreement.
8. Non-Exclusive Limited License and Use of Associate Logos and
Trademarks.
You grant us a non-exclusive license to utilize your names, titles and logos, trademarks (collectively the "Associate Trademarks"), to advertise, market, promote and publicize in any manner our rights hereunder. Notwithstanding anything herein to the contrary, we shall not be required to so advertise, market, promote or publicize. You hereby represent and warrant that you are the sole and exclusive owner of the Associate Trademarks and have the right and power to grant to us the license to use same in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
We disclaim all liability for such matters. Further, you agree to indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorneys' fees and expert witness fees) relating to any breach of the above representations and warranties.
This license shall terminate upon the effective date of the expiration or termination of this Agreement.
9. 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 the rights of any third party (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.
We disclaim all liability for such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees and expert witness fees) relating to the development, operation, maintenance, and contents of your site.
10. Policies and Pricing.
All members who buy Artwork will be deemed to be customers of MAG. Accordingly, all MAG rules, policies, and operating procedures concerning member orders, services, and sales will apply to those customers registered through your Link Logo.
We reserve the right to collect information from members regarding their tastes and preferences, and to use such information in connection with any online or offline offering or any electronic mail offering directed to members. MAG is committed to protecting the privacy of its members.
11. Modification.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion provided we notify you in advance. Notice of any change by e-mail, to your address on our records, and the posting on our site of a change notice or 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 referral bonus fees, referral bonus schedules, payment procedures, and Associate 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 Associate Program, following our email notification and posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.
12. Relationship of Parties.
You and MAG 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 hereby grant us the right to issue press releases relating to the MAG - Associate Program and the fact that you are a member of the MAG - Associate Program, without seeking your prior consent. We agree to portray your involvement in the Associate Program accurately and in a manner that we believe to be in good taste.
13. 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 Mag - Associate 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 Mag - Associate Program will not exceed the total referal bonuses paid or payable to you under this agreement.
14. Disclaimers.
We make no express or implied warranties or representations with respect to the Mag - Associate Program or any artwork or other items sold through the Mag - Associate 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.
15. 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.
16. Confidentiality.
We may disclose to you certain information as a result of your participation as part of the Associate Program, which information we consider to be confidential (herein referred to as"Confidential Information"). For purposes of this Agreement, the term"Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this MAG - Associate Program Agreement made specifically for your site and not generally available to other members of the MAG - Associate Program, website, business and financial information relating to MAG customer and vendor lists relating to MAG pricing and sales information for MAG and any members of the Associate 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 remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own 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.
17. Indemnification.
You hereby agree to indemnify, defend and hold harmless MAG its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (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 Associate Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) or any claim related to your site.
18. Independent Investigation.
You acknowledge that you have read this agreement and agree to all its terms and conditions, that you have independently evaluated the desirability of participating in the associate program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
19. Miscellaneous.
This Agreement will be governed by the laws of Canada and the Province of British Columbia, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or provincial courts located in Vancouver, British Columbia, Canada, 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 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.
In Conclusion
This is the complete terms and conditions of the legal agreement between you and Mag. You agree that clicking on the "Register" button and completing the registration form called "Associate Registration" and by installing a Mag Link Logo on your site you are affirmatively stating that you have read, understand and agree with the terms set forth herein.
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