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Join our affiliate program and start earning money for every sale you send our way! Simply create your account, place your linking code into your website and watch your account balance grow as your visitors become our customers.
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Terms and Conditions
To be an authorized affiliate of Prophetic Prints, you agree to abide by the terms and conditions contained in this agreement. Please read this agreement carefully before registering and using the Prophetic Prints service as an affiliate. By signing up for the Prophetic Prints affiliate program, you indicate your acceptance of this agreement and its terms and conditions. FOREWORD We value our affiliates very highly and are committed to demonstrating that by treating you with fairness, integrity and respect, and providing you with the utmost in professional and courteous service. We respectfully request your reciprocal fairness, integrity and respect. The following affiliate agreement has been written with you in mind, as well as to protect our company's good name. Please allow us to go through this legal formality together. Please do not hesitate to contact us with any questions or concerns. We welcome all inquiries. Clear, open and candid communication is a very high priority for us. To assist in accomplishing this, when you do have questions or concerns, please email us at http://www.propheticprints.com/contact. You may also reach us by telephone, toll-free: 1-800-321-1442 (9am-6pm Eastern Standard Time). PROPHETIC PRINTS AFFILIATE AGREEMENT PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND PROPHETIC PRINTS (DBA PROPHETICPRINTS.COM) BY SUBMITTING THE ONLINE APPLICATION YOU ARE AFFIRMING THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION. YOU THEREBY AGREE TO USE THE PROPHETIC PRINTS WEBSITE, propheticprints.com, THE LINKS AND ALL OTHER PROPERTY OF PROPHETIC PRINTS AND propheticprints.com, AND TO PARTICIPATE IN THE propheticprints.com AFFILIATE PROGRAM COMPLETELY CONSISTENT WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. OVERVIEW The purpose of this Agreement (hereinafter referred to as the "Agreement") is to clearly define the nature and specifics of our relationship by setting forth the Terms and Conditions of the Affiliate Program of Prophetic Prints and its website propheticprints.com. The Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the propheticprints.com Affiliate Program, and the establishment of links from your affiliate web site to our website propheticprints.com. As used in this Agreement, "we", "us", "our", or "Company" means propheticprints.com and "you" or "your" means the Affiliate, and "Product" means any and all items offered for sale by us. Affiliate compensation for qualifying completed and paid for orders on any of our products is called "referral fee". 1. Enrollment in the Affiliate Program To begin the enrollment process, you will submit a complete propheticprints.com Affiliate Program application provided on our website. You warrant and represent that all information in your application is true, accurate and complete, and that you are age 18 or above. We reserve the right, in our sole discretion, to either accept or reject your application. Your application may be rejected if we determine your website is unsuitable for our Program, for any of the reasons hereinafter enumerated in section 5. "RIGHTS AND RESPONSIBILITIES OF AFFILIATE". If we accept your application and we later determine, in our sole discretion, your website to be unsuitable for the Program, we may terminate this Agreement immediately without prior notice. After approval of your application, you will receive your Affiliate ID number, user name, Affiliate Code and Password with which you may begin marketing our products. 2. Links and Mutual Marketing Efforts Once you become an Affiliate, we will provide you with instructions on how to create hyperlinks (hereinafter referred to as "links") to our website, that are copied and pasted from your individual password protected Affiliate Administration (Affiliate Account Manager) area on our site. Our policy is to pay you on all qualifying, paid for sales. In order to ensure the most accurate tracking of your Affliliate orders and proper credit for all sales, we have provided you with HTML code. We prefer that you do not change or alter that code. However, if you want to change the code in order to accomplish a better fit into your context, we strongly urge you to be clear about understanding the process. If you have changed the code and a problem results in the tracking of your affiliate orders and/or crediting of your sales; if we determine, in our sole discretion, that the problem resulted from the code change, though we will make every effort to rectify the problem, we regret that we cannot be responsible for any delays in payment or nonpayments. We will provide you with graphics and textual links which you may display whenever and wherever you choose on your site, subject to the terms and conditions herein. However, you agree to fully cooperate with us in the establishment and maintenance of the links, not to alter, expand or modify them without our written consent, and to revise or remove a link, or any propheticprints.com images or other content, upon notice from us. Any links shall not vary the look, feel or functionality of our website. Such links shall serve to identify your site as a member of our Affiliate Program. In promoting Prophetic Prints on your site, you also agree that you shall prominently display, in suitable sections of your site, only those graphic or textual images that are provided by us; and in our discretion, you shall, from time to time throughout the term of this Agreement, substitute such propheticprints.com images with any new propheticprints.com images provided by us. By using our images on your website, you agree to fully cooperate with us in abiding by and honoring our policies and standards, including, but not limited to, image resolution and the placing of appropriate copyright and trademark notices. 3. Intellectual Property Rights The product images and links provided to you are the sole property of Prophetic Prints and propheticprints.com. All right, title and interest to the product images and links provided to you is vested with Prophetic Prints and propheticprints.com and they are protected by United States and international copyright laws. You have been granted a limited license for their usage and you may not exceed that limited license while using them. You have the authorization to use our product images only for the purpose of creating links connecting your website to our website and promoting our products for sale. This limited license means that you may not: (1) alter, modify or manipulate any product image; (2) use a product image in any form other than the form provided by us; (3) remove any code or identifying information from any product image; (4) inactivate the link associated with any product image or cause the image to ultimately link to a destination other than our website; or (5) display our images in any venue (medium) or form other than your website, so as to generate direct sales, or promote other products or services, in such a manner as to create revenue which excludes Prophetic Prints and propheticprints.com from participation or profit. All trademarks, registered trademarks, trade names, graphics and logos used on the propheticprints.com website are owned by Prophetic Prints and propheticprints.com or licensed for use by its respective owner. All rights in and to such trademarks, registered trademarks, trade names, graphics and logos are reserved by Prophetic Prints and propheticprints.com or its respective owner. The limited license and permission granted to you herein to use trademarks, registered trademarks, trade names, graphics or logos owned by Prophetic Prints is not to exceed the extent specifically provided for in this Agreement. The copyright in and content of the propheticprints.com website are owned by Prophetic Prints and propheticprints.com. All rights in and to such copyrights are reserved to Prophetic Prints and propheticprints.com. No license or permission is given to you to use such copyrighted material in any manner. You agree not to remove, modify or alter in any manner any notice regarding copyright, trademark or proprietary rights which are included in propheticprints.com content or on the propheticprints.com website, or product offered for use or sale through the propheticprints.com website. 4. Limited License Propheticprints.com hereby grants to you a non-exclusive, non-transferable, limited license to reproduce and display the links and propheticprints.com content on your affiliate website, for the duration, and subject to the terms and conditions, of this Agreement. All use of this limited license must be solely related to your participation in the propheticprints.com Affiliate program and all use of the links and propheticprints.com content is subject to the approval of propheticprints.com. You agree to revise or cease such use upon notice from propheticprints.com. Any and all goodwill associated with the use of the links and propheticprints.com content shall inure exclusively to the benefit of propheticprints.com. THE USE OF THE LINKS, THE PROPHETICPRINTS.COM CONTENT, THE PROPHETICPRINTS.COM WEBSITE, AND ANY PRODUCT OFFERED FOR SALE THROUGH THE PROPHETICPRINTS.COM WEBSITE, EXCEPT AS EXPRESSLY PERMITTED HEREIN, IS STRICTLY PROHIBITED AND SHALL CONSTITUTE AN INFRINGEMENT ON THE INTELLECTUAL PROPERTY RIGHTS AND OTHER RIGHTS OF PROPHETIC PRINTS AND PROPHETICPRINTS.COM AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT. 5. RIGHTS AND RESPONSIBILITIES OF AFFILIATE As a member of the propheticprints.com Affiliate Program, as mentioned above, you will have password protected access to the Affiliate Administration (Affiliate Account Manager) area on our site. Here you will be able to review our Program's details and previously published affiliate newsletters, download HTML code (that provides for links to web pages within the propheticprints.com website) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, except as hereinbefore qualified, you must use the HTML code that we provide for each banner, text link, or other affiliate link with which we provide you. As an Affiliate, you may use our product images only for the purpose of creating links connecting your website to our website and promoting our products for sale. You may create and prominently display links, and use our images and graphics, in suitable sections of your site, provided that you are abiding by and honoring our policies and standards, including, but not limited to, image resolution and the placing of appropriate copyright and trademark notices. You shall be entitled to receive a referral fee as compensation for all qualifying customer sales as set forth in Section 7 below. You are solely responsible for the ownership, development, operation, maintenance and updating of your affiliate website and all software and hardware used in connection therewith. Prophetic Prints and propheticprints.com disclaims any liability, and shall not have nor assume any liability whatsoever, arising from the ownership, development, operation, maintenance, and use of the Affiliate website. You agree to, and hereby do, indemnify and hold harmless Prophetic Prints and propheticprints.com from and against any and all liabilities, damages, losses, costs, and expenses; including, without limitation, attorney's fees, to any third party arising directly or indirectly from the ownership, development, operation, maintenance, and use of the Affiliate website. You shall not use any existing or future software product or service (including, without limitation, any computer programming code that is an add-on or bundled with any browser or other host application) that will replace, insert, read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to propheticprints.com by any other person or entity. You shall not use any existing or future software product or service (including, without limitation, any computer programming code that is an add-on or bundled with any browser or other host application) that will replace, insert, read, intercept, record, redirect, interpret, append itself to, or otherwise intercept or interfere in any manner with any click-through or other traffic-based transaction that originated from any propheticprints.com affiliate affecting in any manner any compensation or other payment earned by or owing to any such propheticprints.com affiliate. You shall not use any existing or future software product or service (including, without limitation, any computer programming code that is an add-on or bundled with any browser or other host application) that will replace, intercept, interfere, hinder, disrupt or otherwise alter in any manner a World Wide Web user's access, view or usage of, or other aspect of such user's experience at any affiliate's website in a manner that causes or otherwise results in a different experience from what was otherwise intended by such affiliate. You shall not take any action that could reasonably cause any confusion to the user as to what website transactions or actions are occurring. You shall not develop, maintain or operate your website in any manner as to copy or resemble the appearance of the propheticprints.com website or as to create the impression that your website is part of the propheticprints.com website or that your website is owned, operated or maintained by propheticprints.com. The uniform resource locators (URLs), domain names, and other identifiers of the Affiliate website including, without limitation, website names, website descriptions, and meta information, shall not contain, in whole or in part, any trademarks, trade names, product names, company names, corporate names, or logos which are owned by Prophetic Prints and propheticprints.com, or which are derivatives thereof, or confusingly similar thereto, without the expressed written permission of Prophetic Prints and propheticprints.com. You shall not contract or otherwise arrange with any third party to use or otherwise exploit the trademarks, trade names, product names, company names, corporate names, or logos which are owned by Prophetic Prints and propheticprints.com, or which are derivatives thereof, or confusingly similar thereto, for purposes of causing your website to appear as a search result of any search engine or for any other reason. You shall not in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of our site. You shall not cause the creation or over-writing of any commission tracking cookie on a consumer's computer unless it is the direct result of a click, on a link to the propheticprints.com site. You shall not cause the creation of any commission tracking cookie on a consumer's computer through the means of automatically popping up the propheticprints.com site, through the use of "I-frames" nor through any other method, other than through a direct consumer-initiated click, on a link to the propheticprints.com website. You understand that propheticprints.com absolutely prohibits the use of unsolicited commercial e-mail ("spam") by its affiliates. Your participation in our Affiliate Program constitutes your specific and unconditional agreement to abide by this anti-spam policy. Also, you must use valid e-mail headers at all times. You shall not "spider" or "crawl" the propheticprints.com website or use any other program, device, script or tool to monitor or explore the propheticprints.com website in order to retrieve information or content contained on the propheticprints.com website. We shall have the right to "spider" or "crawl" the Affiliate website or use any other program, device, script or tool to monitor or explore the Affiliate website in order to ensure the quality and reliability of the links and your compliance with the terms of this Agreement. You shall take no action to block, impede, or interfere with such monitoring and exploring of the Affiliate website by us. You agree to abide by the provisions of the rules set forth at the end of this Agreement concerning Press Releases and Other Communications, Other Website Promotion, Using Our Trademarks and Paid Search Listings. You shall not operate your website nor use the propheticprints.com website (a) in any unlawful manner or in any manner that creates civil or criminal liability on the part of Prophetic Prints or propheticprints.com or is otherwise harmful to Prophetic Prints or propheticprints.com; (b) in any manner that could damage, disable, overburden, impair, impede, disrupt, or alter the propheticprints.com website; and (c) in any manner that would interfere, impair, impede, or disrupt the use of the propheticprints.com website by any third party. You shall not post on, or transmit through, your website or the propheticprints.com website any material that is unlawful; libelous; constitutes an invasion of privacy; harmful; threatening; abusive; harassing; defamatory; vulgar; obscene; sexually explicit; profane; hateful; racially, ethnically, or otherwise objectionable in any manner; constitutes a breach of contractual and/or fiduciary obligations; infringes on any third party patent, trademark, trade name, corporate name, trade secret, copyright or other proprietary or property rights; or contains viruses, Trojan horses, worms or other code, scripts, routines, files or programs designed to alter, interrupt, impede, limit or destroy the performance and/or functioning of any software, hardware, or other equipment. You agree to comply with all laws, statutes, ordinances, rules, regulations, and orders applicable to you and the operation of your business, including, without limitation, those governing the use of electronic mail or other communications. If we determine, in our sole discretion, that you have engaged in any of the above listed prohibited activities, or we discover that you are using your affiliate relationship with us for any reason other than as mutually intended under this Agreement, we reserve the right (without limiting any other rights or remedies available to us) to withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement immediately without prior notice. If we are required to enforce the foregoing restrictions, you will be obligated to reimburse us for any attorneys' fees reasonably incurred in connection therewith. 6. RIGHTS AND RESPONSIBILITIES OF PROPHETICPRINTS.COM We are responsible for providing you with all the information and instructions necessary to assist you in creating appropriate links from your site to our site. We shall be solely responsible for processing and fulfilling all product orders placed by customers through the use of the links created from your site to our site. Our responsibilities also include order entry, payment processing, packing, shipping, cancellations, returns and all customer service. We have the sole right and responsibility to establish the price, terms and conditions pertaining to all product orders. We have the responsibility to provide you with accurate sales/order tracking, including your sales volume and sales statistics, as well as providing you with compensation for all your qualifying orders, as detailed in Section 7, below. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our website are appropriate and to notify you further of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the propheticprints.com Affiliate Program. Propheticprints.com reserves the right to terminate this Agreement and your participation in the propheticprints.com Affiliate Program immediately, and without notice to you, should you commit fraud in your use of the propheticprints.com Affiliate Program or should you abuse the program in any way. If such fraud or abuse is detected, Prophetic Prints or propheticprints.com shall not be liable to you for any referral fees for such fraudulent sales. You understand and agree that all visitors to the propheticprints.com website, including, without limitation, all customers who place product orders through the use of the links from your site to our site, are customers of propheticprints.com and are subject to the guidelines, policies, procedures, codes of conduct, and other terms and conditions imposed by propheticprints.com. We also reserve the right to refuse an order for any reason and shall have no liability to you for any order so refused. 7. Affiliate Compensation Plan You shall be paid a referral fee on all Prophetic Prints or propheticprints.com product net sales made that result from your customer contacts and/or efforts, whether generated (initiated) through your link to the propheticprints.com website (purchases from the propheticprints.com online store) or through any other method or medium, including, but not limited to, telephone, fax, email, in person, etc., as hereinafter explained. Net sales, as used herein, is defined as the gross revenue received by Prophetic Prints or propheticprints.com from customers for products purchased from Prophetic Prints or propheticprints.com, either directly (from Prophetic Prints) or through the use of the links as herein provided (from propheticprints.com), less sales taxes, duties, shipping fees, discounts and/or promotions, handling fees, gift-wrapping charges, service charges, returns, and other charges incurred by the customer and amounts returned for credit card fraud, bad debts and chargebacks. For a sale to qualify for referral fee, the product purchased must have been: (a) offered either through our website or through any one of our product catalogs; (b) purchased by customer's linking to our site from your site through one of the aforementioned established and maintained links; (c) purchased while you are an active affiliate with an approved affiliate website and are in full compliance with all your obligations and responsibilities under this Agreement; or, (d) purchased directly from Prophetic Prints as a result of your contact and/or effort; (e) delivered to the customer; and, (f) paid for in full. In the case of a discrepancy between two affiliates as to which affiliate is entitled to the referral fee, the affiliate who had the last contact with the customer before the purchase was made shall be entitled to the referral fee. In any case, the judgment of Prophetic Prints and propheticprints.com shall be final. At the end of each calendar month, if you have referral fee payment(s) due to you based on qualifying sales made, you shall be paid via PayPal or by a company check for the applicable net referral fee (after applicable deductions as specified above). Referral fee checks shall be sent between fifteen (15) and thirty (30) days after the end of each calendar month earned and shall be paid in US dollars only. We may deduct and set-off from any referral fees due you any over-payment previously made by us and/or any other amounts chargeable back to you under the terms of this Agreement, including, but not limited to, deductions resulting from product returns or customer chargebacks on which referral fees have already been paid to you. When there is no referral fee currently due and a deduction or set-off against your compensation exists, you will be billed for, and required to pay, the amount owed to us equal to the deduction and/or set-off amount. Prophetic Prints shall not be responsible for any fees assessed by PayPal or any other third party involved in your referral fee payment. In order to receive your referral fee checks, you are required to furnish us with a good, current mailing address and all other information reasonably necessary for us to process payments to you in accordance with any and all applicable laws and regulations; including, but not limited to, a valid tax identification number for businesses located in the US, and a social security number for individuals located in the US, which information is requested on the affiliate application form. You are solely required to keep your mailing address information current and accurate with us while you are an active affiliate. If a check issued to you by propheticprints.com is returned to us, or otherwise not received by you, due to your failure to maintain accurate and current address information in our files, or if you fail to cash a check prior to such check becoming void, we shall have no obligation to provide a replacement check to you or to otherwise pay you the fees represented by such check, and you shall be deemed to have waived your right to receive such fees. You may subsequently request, in writing, that we provide a replacement check for a check that was returned to us, or otherwise not received by you, due to inaccurate or non-current address information or for a check which has become void. We shall determine in our sole discretion whether to provide a replacement check. However, Prophetic Prints shall be under no obligation to do so. In order to receive your referral fees via PayPal, you must furnish us with a valid email address that you own, and all other requirements as set forth above. If we determine, in our sole discretion, that you have breached this Agreement, we may, without limitation to any other rights or remedies available to us, withhold any referral fees otherwise payable to you under this Agreement. Affiliate referral fee percentage is 25% of net sales volume unless otherwise stated. You will be able to login to the password protected affiliate section of our website at http://www.propheticprints.com/refer, in order to access accurate sales/order tracking, including your sales volume, sales statistics and referral fee history and current status. Though it is our intention, and we will always make every effort, to never diminish our affiliates' compensation, we do reserve the right to change our referral fee and compensation structure at any time. Any changes will apply to new referrals. 8. Publicity and Promotion Restrictions You are free to promote your own website, but naturally any promotion that mentions propheticprints.com could be perceived by the public or the press as a joint effort. Please be aware that certain forms of advertising are always prohibited by Prophetic Prints and propheticprints.com. For example, to protect the integrity, good will and excellent reputation in the market place of Prophetic Prints and propheticprints.com and its brand, as well as our other affiliates, the use of "spamming" is absolutely forbidden. Also prohibited is advertising and promotion through the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any manner that effectively conceals or misrepresents your identity, your domain name, or your return email address. However, you may use mailings to customers to promote propheticprints.com provided that the recipient is a current customer or subscriber to your services or website, and such recipients have the option to remove themselves from future mailings, and that you otherwise comply with all applicable laws of your jurisdiction. You are free to post to newsgroups to promote propheticprints.com so long as the newsgroup welcomes commercial messages and the message and newsgroup have been approved by Prophetic Prints in writing. You are required to always clearly represent yourself and your website as independent from Prophetic Prints and/or propheticprints.com. If we discover the use of spamming on your part, we will consider that cause for immediate termination of this Agreement and your participation in the propheticprints.com Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation. Regarding paid search or Pay-Per-Click campaigns, you shall not purchase or register search engine keywords, AdWords, search terms or other identifying terms (together, "keywords") that include the word "propheticprints.com" or any variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. You are specifically prohibited from bidding on: Prophetic Prints and propheticprints.com and any keyword string that includes this term; for example, "PropheticPosters", "Prophetic Prints", "propheticprints.com prints", "www.propheticprints.com", "propheticprints.com coupons", " propheticprints.com and coupons", etc.; the Prophetic Prints trademark or any variations or misspellings of the Prophetic Prints trademark, and any form of our trademark or variation or misspelling thereof in connection with foreign country or other domain extensions. You may not represent yourself or your website as propheticprints.com. In all promotions, you must clearly represent yourself and your website as entities independent from propheticprints.com and the propheticprints.com website. You may not use or display www.propheticprints.com or variations thereof in either the copy/advertisement or the display URL. Variations include foreign country or other top-level domain extensions. You must follow common search engine guidelines, such as: (a) your display URL must match the ultimate actual destination URL; (b) you may not frame our website as a landing page; or (c) you may not create "redirects" or "jump pages" that immediately direct to our website. All promotions or claims reflected in your copy/advertisement must be accurate at any time that the ad is running. You shall not transmit any so-called "interstitials", "Parasiteware", "Parasite Marketing", "Shopping Assistance Application", "Toolbar Installations and/or Add-ons", "Shopping Wallets" or "deceptive pop-ups and/or pop-unders" to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited propheticprints.com's website (i.e. no page from our site or any propheticprints.com's content or branding is visible on the end-user's screen). As used herein, "Parasiteware" and "Parasite Marketing" shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any means other than a customer initiated click on a qualifying link on web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing pop-ups or commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would, under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commision tracking cookies through loading of Merchant site in Iframes, hidden links and automatic pop-ups that open propheticprints.com's website; (d) targets text on websites other than those websites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of affiliate banners with any other banners, other than those that are on websites 100% owned by the owner of the application. You agree not to produce, publish, disseminate, or authorize any publicity matter, whether written or verbal, including, but not limited to, press releases, advertisements, news articles and advertorials regarding your relationship with Prophetic Prints and/or propheticprints.com, the terms of this Agreement or that makes reference to us, except for the use of the links and other propheticprints.com content on your affiliate website specifically authorized under this Agreement, or by any other means publicize or disclose to any third party your relationship with propheticprints.com or the terms of this Agreement without our express written consent. You may, without our prior consent, say the following in any communication: that you have become a propheticprints.com affiliate, and/or that you have joined or become a member of the propheticprints.com Affiliate Program. Any communication must clearly and accurately describe the nature of your participation in the propheticprints.com Affiliate Program. Your communication must not create confusion or misrepresent the nature of your participation in the propheticprints.com Affiliate Program. Please address your request for our written authorization for any purpose, including the above, to affiliates@ propheticprints.com. 9. Relationship of the Parties You and propheticprints.com acknowledge and agree that we are both independent contractors, and as such, no partnership, joint venture, principal/agency, franchise, employer/employee or any fiduciary relationship exists between us, and neither of us intends to establish any such relationship by this Agreement or by virtue of your participation in the propheticprints.com Affiliate Program. Neither of us has any right or authority to bind the other party to any contracts, agreements or undertakings of any nature whatsoever with any third parties. You shall have no authority to make any representation on our behalf except for the sole purpose of the sale of Prophetic Prints and/or propheticprints.com products as expressly or impliedly authorized by this Agreement and that is completely consistent with, in conformity to, and in compliance with the propheticprints.com Affiliate Program. 10. Licenses and Use of the Prophetic Prints and/or propheticprints.com Logos and Trademarks; Reservation of Rights a. We grant you a non-exclusive, non-transferable, revocable right to (i) access our site through the links solely in accordance with the terms of this agreement and (ii) solely in connection with such links, to use the Prophetic Prints and propheticprints.com trademark and logo and similar identifying material relating to us (but only in the form(s) as provided by Prophetic Prints and propheticprints.com) (collectively, the "Prophetic Prints and propheticprints.com Licensed Materials", hereinafter "Licensed Materials"), solely for the purposes authorized by propheticprints.com, and specifically for the sole purpose of promoting propheticprints.com products on your website. You may not alter, modify or change propheticprints.com Licensed Materials in any way; such as, for example, you may not change the proportion, color, or font of the trademark. You may not display the Licensed Materials in any manner that implies sponsorship or endorsement by propheticprints.com, outside of your involvement in the Affiliate Program. You are only entitled to use the Licensed Materials if you are a member in good standing of our Affiliate Program. b. You shall not make any use of any Licensed Materials for any purpose other than promoting our products on your site. You and propheticprints.com agree not to use the other's Licensed Materials, or other proprietary materials, in any manner that is disparaging, misleading, obscene or that otherwise portrays the other party in a negative light. c. You grant to us a non-exclusive license to use or display your names, titles, and logos, as the same may be amended from time to time ("Affiliate's Licensed Materials"), in our advertising, marketing, promotional and publicity activities; provided, however, that we shall not be required to so advertise, market, promote, or publicize. This license shall terminate upon the effective date of the expiration or termination of this Agreement. d. You may not register the words Prophetic Prints or propheticprints.com, or variations thereof, for use in any search engine, portal, advertising service or similar service. You may not purchase or register search engine keywords, AdWords, search terms or other identifying terms and domain names that include the word "Prophetic Prints or propheticprints.com" or any variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. Specifically, this policy prohibits you from bidding on: "Prophetic Prints or propheticprints.com" and any keyword string that includes this term. For example, "Prophetic Prints posters", "Prophetic Posters", propheticprints.com coupons", " propheticprints.com and coupons", "prints", etc. Variations of "Prophetic Prints or propheticprints.com" trademarks: for example "propheticprints.com", "prophetic-prints.com", "www.propheticprints.com ", "Prophetic Prints", etc.; or Any form of our trademarks or variation or misspelling thereof in connection with foreign country or other domain extensions. e. The rights granted by Prophetic Prints and/or propheticprints.com herein do not constitute any assignment of ownership or other transfer to you of ownership interests therein or in any property of Prophetic Prints and/or propheticprints.com, including without limitation, any domain name, website or in any intellectual property of Prophetic Prints and/or propheticprints.com. At no time during or after the term of this Agreement shall you challenge or assist others to challenge any Prophetic Prints and/or propheticprints.com trademark, logo, or trade dress (except to the extent expressly prohibited by applicable law) or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to any Prophetic Prints and/or propheticprints.com trademark, logo, or trade dress. You acknowledge that all rights to the Prophetic Prints and/or propheticprints.com trademarks are the exclusive property of Prophetic Prints and/or propheticprints.com, and all goodwill generated through your use of our trademark, or other Licensed Materials, will inure to the benefit of Prophetic Prints and propheticprints.com. f. All licenses, rights and interests in, to and with respect to the Affiliate Program, the Website, Licensed Materials of Prophetic Prints and/or propheticprints.com, elements and parts thereof not specifically granted to you herein (including, without limitation, all rights of copyright) shall be entirely reserved, as between the Parties, to Prophetic Prints and/or propheticprints.com, and may be fully utilized by us without limitation and without regard to any licenses and rights granted herein. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with your website. 11. Representations and Warranties by Affiliate You hereby represent and warrant that: a. You have the full capacity, power and authority to enter into this Agreement; b. If you are a natural person, that you are eighteen (18) years old or older; c. This Agreement has been duly and validly executed by you and establishes your legal, valid and binding obligation and is wholly enforceable against you in accordance with the terms and conditions herein; d. Your execution, delivery and performance of this Agreement, and the transacting of the sales and marketing activities authorized and contemplated hereby, shall not: constitute a violation of any law, rule or regulation, breach any contractual or fiduciary obligation of yours, violate any third party trademarks, copyrights, patents, trade names, corporate names, trade secrets or other property rights, conflict with or violate any order, judgment or decree binding upon you, your assets or your property, conflict with any provision of your by-laws or certificate of incorporation or violate or conflict with any other agreement or document to which you are a party or which binds either you or your property. e. To the best of your knowledge there are no threatened claims, actions or proceedings against you that relate to the execution, delivery and performance of this Agreement. f. You are the sole and exclusive owner of all licensed materials pertaining to your affiliate website and have the right and power to grant, and do so grant, to us the license to use your trademarks, logos, etc. in the manner contemplated herein, and such grant does not and shall not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. 12. Prophetic Prints and propheticprints.com Disclaimers of Warranties and Consequential Damages and Limitation of Liability PROPHETIC PRINTS AND PROPHETICPRINTS.COM MAKES NO EXPRESS OR IMPLIED WARRANITES OR REPRESENTATIONS REGARDING THE PROPHETIC PRINTS AFFILIATE PROGRAM AND/OR PROPHETICPRINTS.COM INCLUDING, WITHOUT LIMITATION, WARRANITES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT OR ANY IMPLIED WARRANITES ARISING OUT OF THE COURSE OF PERFOMANCE, DEALING OR TRADE USAGE. ALSO, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. PROPHETIC PRINTS AND PROPHETICPRINTS.COM HEREBY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER OBLIGATIONS OR LIABILITIES ON PROPHETICPRINTS.COM'S PART RELATING TO THE PROPHETICPRINTS.COM AFFILIATE PROGRAM, THE PROPHETICPRINTS.COM WEBSITE, THE CONTENT OF THE PROPHETICPRINTS.COM WEBSITE, THE SOFTWARE UTILIZED BY THE PROPHETICPRINTS.COM WEBSITE, AND ANY SERVICE OR PRODUCT OFFERED FOR SALE THROUGH THE PROPHETICPRINTS.COM WEBSITE, AND PROPHETIC PRINTS AND PROPHETICPRINTS.COM NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR PROPHETIC PRINTS AND PROPHETICPRINTS.COM ANY OTHER LIABILITIES OR OBLIGATIONS. PROPHETIC PRINTS AND PROPHETICPRINTS.COM MAKES NO EXPRESSED OR IMPLIED WARRANTIES OR REPRESENTATIONS AS TO THE TRUTH, ACCURACY, COMPLETENESS, RELIABILITY, OR CURRENCY OF ANY INFORMATION CONTAINED ON THE PROPHETICPRINTS.COM WEBSITE, IN THE CONTENT OF THE PROPHETICPRINTS.COM WEBSITE, OR IN ANY PRODUCT OFFERED FOR SALE THROUGH THE PROPHETICPRINTS.COM WEBSITE. PROPHETIC PRINTS AND PROPHETICPRINTS.COM MAKES NO EXPRESSED OR IMPLIED WARRANTIES OR REPRESENTATIONS THAT THE OPERATION OF THE PROPHETICPRINTS.COM WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE PROPHETICPRINTS.COM WEBSITE IS FREE OF VIRUSES, TROJAN HORSES, WORMS OR OTHER CODE, SCRIPTS, ROUTINES, FILES OR PROGRAMS DESIGNED TO ALTER, INTERRUPT, IMPEDE, LIMIT OR DESTROY THE PERFORMANCE AND/OR FUNCTIONING OF ANY SOFTWARE, HARDWARE, OR OTHER EQUIPMENT. PROPHETIC PRINTS AND PROPHETICPRINTS.COM SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSE OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR DAMAGE TO ANCILLARY OR ATTACHED EQUIPMENT OR COMPONENTS THEREOF OR FOR LOSS OR NON-RECOVERABILITY OF ANY DATA OR STORED INFORMATION. PROPHETIC PRINTS AND PROPHETICPRINTS.COM SHALL HAVE NO LIABILITY TO ANY THIRD PARTY ARISING FROM THE USE OF THE PROPHETICPRINTS.COM WEBSITE, THE CONTENT OF THE PROPHETICPRINTS.COM, THE SOFTWARE UTILIZED BY THE PROPHETICPRINTS.COM WEBSITE, AND ANY PRODUCT OFFERED FOR SALE THROUGH THE PROPHETICPRINTS.COM WEBSITE. THE AGGREGATE LIABILITY OF PROPHETIC PRINTS AND PROPHETICPRINTS.COM WHATSOEVER ARISING UNDER THE TERMS OF THIS AGREEMENT OR IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT OR PARTICIPATION IN THE PROPHETICPRINTS.COM AFFILIATE PROGRAM SHALL NOT EXCEED THE AGRREGATE TOTAL OF FEES PAID UNDER THIS AGREEMENT BY PROPHETICPRINTS.COM TO THE AFFILIATE DURING THE SIX (6) MONTHS PRIOR TO THE DATE THE CLAIM AROSE. SOME STATES DO NOT ALLOW FOR EXCLUSION OF AND/OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS OR THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. YOU AGREE TO, AND HEREBY DO, INDEMNIFY AND HOLD PROPHETIC PRINTS AND PROPHETICPRINTS.COM HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES, TO ANY THIRD PARTY ARISING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE PROPHETICPRINTS.COM WEBSITE, THE CONTENT OF THE PROPHETICPRINTS.COM WEBSITE, THE SOFTWARE UTILIZED BY THE PROPHETICPRINTS.COM WEBSITE, AND ANY PRODUCT OFFERED FOR SALE THROUGH THE PROPHETICPRINTS.COM WEBSITE. YOU AGREE TO, AND HEREBY DO, INDEMNIFY AND HOLD PROPHETIC PRINTS AND PROPHETICPRINTS.COM HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES, ARISING FROM YOUR BREACH OF, OR DEFAULT, UNDER THIS AGREEMENT. 13. Term of the Agreement The term of this Agreement will begin after your completed propheticprints.com Affiliate Program application has been received and accepted by propheticprints.com. Propheticprints.com or you may terminate this Agreement, at any time and without cause, by providing the other party with written notice. If this Agreement is terminated because you violated the terms of the Agreement, or your website becomes subject to the content restrictions previously set forth in the Agreement, you are ineligible to receive referral fee compensation, even for fees earned prior to the date of termination. If this Agreement is terminated for any other reason, you will be entitled to earn and receive referral fee compensation for any propheticprints.com product sales order that has either been consummated, or is pending, by the date of the termination, provided that the product order is not canceled or returned, and has been paid for in full. We also reserve the right to withhold your final payment for a reasonable time, not to exceed six (6) months, to ensure that we have been paid in full for the order. Upon termination of this Agreement, you are no longer permitted to use propheticprints.com banners, images, content, trademarks, etc. on your website, or provide links to the propheticprints.com website. You therefore agree to immediately remove all links and other propheticprints.com content from your website and shall return all links and other propheticprints.com content to us. 14. Modification of Agreement We reserve the right to modify, amend or otherwise update this Agreement, in our sole discretion at any time, by posting a change notice or an updated Agreement on our website; or by emailing you the change notice or updated Agreement at the email address you provided in your propheticprints.com Affiliate Agreement application. Whenever a modification, amendment or update to this Agreement occurs, we will immediately post that modified, amended and/or updated version on the propheticprints.com website. Modifications may include, but are not limited to, changes in the Affiliate Compensation Plan, or Affiliate Program procedures and rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program, after receiving email notification or our posting of a change notice or updated Agreement on our site, shall constitute binding acceptance of the change. 15. Confidentiality As a result of your participation in the propheticprints.com Affiliate Program, you may become privy to certain information which we deem to be confidential (hereinafter referred to as "Confidential Information"). Confidential Information, as relates to this Agreement, includes, but is not limited to, any modifications or exceptions to the terms and conditions of the Affiliate Agreement made exclusively for you and your Affiliate Website, business and financial information relating to Prophetic Prints and/or propheticprints.com, propheticprints.com data feeds, Prophetic Prints and/or propheticprints.com customer and/or vendor lists, pricing and sales data for Prophetic Prints and/or propheticprints.com and information about any other members of the propheticprints.com Affiliate Program. You agree not to disclose any of the aforementioned Confidential Information, or any other information relating to Prophetic Prints and/or propheticprints.com that would reasonably be considered confidential, (except 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), to any individual, company or other third party; and not to utilize any such Confidential Information for any purpose other than as is reasonably necessary for your participation in the propheticprints.com Affiliate Program. 16. Customer Information You understand, acknowledge and agree that by participating in our affiliate program and creating and maintaining links, propheticprints.com may receive information about individuals who visit your affiliate website and who link to our website. By your participation in the affiliate program, you authorize us to access, receive, store, use and disclose such information. 17. Indemnification You hereby agree to indemnify and hold harmless Prophetic Prints and/or propheticprints.com, its officers, directors, employees, agents, shareholders, members, other owners and their successors and assigns, against any and all claims, actions, demands, losses, liabilities, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees) of any nature whatsoever incurred or suffered by us (collectively hereinafter referred to as "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 your licensed materials infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) the breach of any representation or warranty made by you herein, or (iii) any claim related to your affiliate website, including, but not limited to, content therein not attributable to us. 18. Independent Investigation YOU ACKNOWLEDGE THAT YOU HAVE THOROUGHLY READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETITIVE WITH YOU WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROHETICPRINTS.COM AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATIONS, GUARANTEES OR STATEMENTS OTHER THAN AS SET FORTH IN THIS AGREEMENT. 19. Governing Law and Jurisdiction The laws of the State of Florida, without reference to rules governing choice of laws, shall govern and control this Agreement. The parties' mutual covenants under this Agreement, participation in the propheticprints.com Affiliate Program, the use of the propheticprints.com website and the purchase of Prophetic Prints and/or propheticprints.com products are all governed and controlled by the laws of the State of Florida. Any action relating to this Agreement must be brought in the federal or state courts located in Sarasota County, Florida, 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 shall 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 shall not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement. 20. Miscellaneous Provisions The terms and conditions of this Agreement are severable; and, if any such term or condition is held to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this Agreement shall have full force and effect. If we neglect or forbear to enforce any term or condition of this Agreement, that neglect or forbearance shall not operate as a waiver or nullification of that term or condition, nor prejudice our right to subsequently require your strict performance of that term or condition. Neither party may assign this Agreement, or the obligations and benefits arising therefrom, without the prior written consent of the other party thereto. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
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