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Fine’s Gallery Affiliate
Agreement
First and foremost, by becoming an affiliate with Fine's
Gallery only means that we provide for you a reduced cost (which will be
determined by each individual sale) for products that are listed for sale and
are priced on the Fine's Gallery website. You will be solely responsible for
any order placed by you on behalf of your new or any existing customers. Fine's
Gallery will be transparent to your customer, and will merely be a supplier for
your required product.
If accepted, you will be granted (subject to the terms and
conditions of this Agreement) a reduced cost for products for sale on the
Fine's Gallery website. The reduced cost will be determined with each
individual order; this reduced cost will be a reflection of the size of the
order and/or the frequency of that order(s) which is placed. This reduced cost
may be anywhere from (5% to 15%) but this will be ultimately determined by the
Fine's Gallery sales representative.
Website Links
If you have an existing website, and you wish to set up links
to the Fine's Gallery website, you may do so providing that the link brings the
visitor directly to our website (http://www.finesgallery.com/). At no time can
you represent yourself or your website as “Fine’s Gallery ". All links
pointing to specific products or certain pages on the Fine's Gallery website
must be clearly stated as a page from Fine's Gallery. We do not at this time
provide any type of compensation for any referred visitors from your website.
No Spam or Forced Linking
You shall not send unsolicited commercial email ('spam') with a
Link, our URL or any other reference to Finesgallery.com or its products or
services referenced in the email. You also shall not force visitors to our site
via any mechanism which acts as an automatic transport, such as 'meta refresh'
or 'forced exit' scripts. This Agreement shall terminate immediately and
automatically if you direct traffic to our site through the use of spam or any
automatic transport mechanism or otherwise use a Link in an unauthorized
fashion, and in such case your affiliate membership earned shall be immediately
and automatically forfeited.
Order Processing
Fine's Gallery will not be part of any process of any orders
placed by your customers to you. Fine's Gallery is only a supplier of these
products for a predetermined reduced price for you as a registered affiliate.
Calculation of your product
cost
Fine's Gallery will determine your reduced price for any order
that you have placed with us, prior to signing an approval form. This will be
done on a case by case basis. Depending on the size of the order and/or the
frequency that orders are placed by you, will determine the reduction of your
actual cost for any item or order. This will be agreed upon by you and the
Fine's Gallery sales representative on each order.
Payment for any order
Once you have approved an order by signing the approval form,
we require a $500 dollar deposit for any artwork that may be required for any
custom project. The $500 dollar deposit will be applied to the final balance of
an item/order that is placed. We also require a 30% deposit in the form of check
or bank wire transfer before any custom production is started. All orders must
be paid in full before Fine's Gallery will ship any order. Again, we do not
accept credit cards for any orders. All orders must be paid in full by either
check or bank wire transfer. You will also be responsible for the total
shipping charges; these charges will be applied to your final order balance.
Policies and Pricing
We reserve the right to change our rules, policies and
operating procedures at any time.
Trademarks Ownership
You acknowledge and agree that all right, title and interest in
all Fine's Gallery.com logos, trade names, trademarks and service marks,
including those incorporated in Links (collectively, the ' Finesgallery.com
Marks'), are the sole and exclusive property of Finesgallery.com and may not be
used without our prior written consent.
Term & Termination Term
The term of this Agreement will begin upon our acceptance of
your Affiliate Registration Application and will end when terminated either by
you or us. At any time, either you or we may terminate this Agreement, with or
without cause, by giving the other party written notice of termination.
Limitation of Liability
We will not be liable for indirect, incidental, special,
exemplary or consequential damages, or any loss of revenue, profits or
Disclaimers
we make no express or implied warranties or representations
with respect to the Program, the Finegallery.com Marks, the Finesgallery.com
website, the Links or any products, services or other items sold or licensed
through the Program, including (without limitation) implied warranties of
merchantability, fitness for a particular purpose, non-infringement, system
integration, NON-INTERFERENCE
Representations and Warranties
You hereby represent and warrant to us the following: (a) 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; (b) the execution, delivery and performance by
you of this Agreement and the consummation by you of the transactions
contemplated hereby will not, with or without the giving of notice, the lapse
of time, or both, conflict with or violate any provision of law, rule or
regulation to which you are subject, any order, judgment or decree applicable
to you or binding upon your assets or properties, any provision of your by-laws
or certificate of incorporation or organization or any agreement or other
instrument applicable to you or binding upon your assets or properties; (c) you
are an adult of at least 18 years of age; (d) you have provided Fine's Gallery
a copy of your business resale agreement and we have determined that you are an
actual business in the specified trade.
Confidentiality
As a result of your participation in the Program, we may
disclose to you certain information which we consider to be confidential
('Confidential Information'). 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 the same is required by law or legal process.
Indemnification
You hereby agree to indemnify, defend and hold harmless
Finesgallery.com, 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: (a) any claim or threatened claim that our use of any
Affiliate Mark or other material provided by you infringes on the copyright,
trade secret, trademark, patent or other intellectual property rights,
proprietary rights or other rights of any third party; (b) the breach of any
representation or warranty made by you herein, or any of your obligations
herein; or (c) any claim related to your site.
Assignment
You may not assign, sublicense or otherwise transfer this
Agreement or any of your rights or obligations hereunder, by operation of law
or otherwise, without our prior written consent, which may be withheld in our
sole and absolute discretion. Subject to that restriction, this Agreement will
be binding on, inure to the benefit of, and be enforceable against the parties
and their respective successors and assigns.
Other Provisions -
Relationship of Parties
Finesgallery.com and you 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 have no authority to make or accept any offers or representations
on our behalf, and agree not to make any statement, whether on your site or
otherwise, that reasonably would contradict anything in this Section.
Modification
We may modify any of the terms and conditions contained in this
Agreement at any time and in our sole discretion. This agreement will be posted
to our website when any modification to this agreement is made.
Agreement
By submitting your information on the online Affiliate
Registration form, you acknowledge that you have read this Agreement which we
have sent by email, and that you have had an opportunity to consult with your
own legal advisors if you so desired, and agree to all its terms and
conditions.