Affiliate Programme - Terms and Conditions

This Agreement (the "Agreement") governs the relationship between you ("You"), and Easyart Ltd ("Easyart"). In becoming an affiliate, You agree to abide by all of these terms. Important Note: The relationship between You as an affiliate and Easyart as a merchant is provided on the following terms and conditions, acceptance of which creates legal obligations.

1. NATURE OF THE RELATIONSHIP
Easyart will provide You with links (the "Links") from your website (the "Site") to the Easyart site. Subject to the terms of this Agreement, Easyart will pay You a commission in accordance with the Easyart commission structure as set out in section 5 of this Agreement.

2. MECHANICS/PROVISION OF LINKS
The appearance of the Links shall be decided at Easyart's absolute discretion. Subject to the licence granted in this Agreement, Easyart will provide to You, at Easyart's cost, a small graphic image identifying You as an affiliate to enable You to incorporate the Link. You shall incorporate and maintain the Links within your Site at your own cost.

3. RESPONSIBILITY OF EASYART
Easyart is responsible for the quality, content and supply of all customer orders to the Easyart website. Without limitation, Easyart is responsible, at its cost, for processing all customer orders, including receiving, filing, shipping and handling, collecting payment, tracking, insurance and transaction security. All customer orders shall be placed directly with Easyart who will inform the customer that Easyart alone is responsible for all aspects of the sale of their goods or services and the relationship with the customer and that customer's remedies for defective or non-delivered goods or services lie against Easyart. You are not involved in the transaction between Merchant and Customer and will bear no liability in that respect.

4. LICENCES
Subject to the licence granted to You under this agreement, Easyart reserves all of its rights, title and interest in its copyright, trademark, design and other intellectual property rights of the Easyart and Esayart.com trade marks, service marks, logos and other distinctive brand features of the Easyart site (the "Marks").

Easyart grants You, during the duration of this Agreement: a non-exclusive, royalty-free, world-wide licence to use, transmit, reproduce and display the Marks, as supplied to You by Easyart, on your Site for the purpose of enabling the Link; provided, however, that any promotional or other materials containing the Marks will be subject to Easyart's prior approval. All goodwill arising in the Marks out of any use of any of the Marks by you will inure solely to the benefit of Easyart.

5. COMMISSION PAYMENTS
The standard commission structure within the Agreement is 10% of the completed order value after deducting delivery charges, current discounts and taxes (if any). Easyart will create, following the completion of each calendar quarter during the term of this Agreement, a report (the "Sales Report") detailing: the total number of Customers referred to the Easyart site from the Link during the preceding quarter; and the total Commission payable by Easyart for that period based on the agreed commission paid on resultant sales. Easyart shall pay You the Commission due for each quarter within 30 days of the end of the quarter, where the commission earned is $100 or over. Sums below this level will be accrued to the next accrued until commission reaches $100, when it will be paid within 30 days of the next quarter. Payment will be made to the address You supplied on registration, and it is your responsibility to ensure that these details remain accurate and up-to-date.

6. YOUR RESPONSIBILITY FOR YOUR SITE
For the duration of this Agreement, You agree that your Site: will comply with all applicable laws and regulations; will not infringe any intellectual property rights of a third party; will not libel, defame, cause injury to, invade the privacy of or otherwise infringe or violate the rights of any person or third party; will not contain any defamatory, pornographic or unlawful content; or will not link directly to any material which is in breach of the provisions of this Agreement. If at any time during the Term any part of the your Site is not in accordance with the provisions of this Agreement, then you shall remove the offending part of the content of Your Site and replace it with alternative content which is not in breach of this Agreement.

7. AMENDMENT OF THIS AGREEMENT
Easyart reserves the right to amend the provisions of this Agreement at any time. It is your responsibility to check whether this Agreement has been amended. Your continued use of the Service after any amendments to the provisions of this Agreement shall be deemed to be your binding acceptance of such amendments.

8. WARRANTY AND INDEMNITY
Each party to this Agreement represents and warrants to the other that it has, and will retain during the term, all right, title and authority to enter into this Agreement, to grant to the other party the rights and licences granted in this Agreement, and to perform all of its obligations under this Agreement. You shall fully indemnify and keep fully indemnified Easyart (and its directors, employees and agents) on demand against any liability, damage, expense, loss, claim or cost suffered by Easyart as a result of any breach by You of your obligations under this Agreement.

9. LIMITATION OF LIABILITY
Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees. Neither party shall be liable to the other for any indirect, consequential or special damages arising out of or in connection with this Agreement.

10. MISCELLANEOUS
Either party may terminate this Agreement on seven days notice by e-mail to the other without prejudice to its other rights and remedies. Such notice will be deemed to have been received six days after posting unless the sending party receives a communication that the notice was undeliverable. Any outstanding commission will be paid to you within 30 days of the cessation of the agreement between You and Easyart. Any failure by either party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. You may not assign your rights or delegate your duties under this Agreement. Nothing in this Agreement shall be deemed to create a relationship of joint venture, principal-agent or partnership relationship between You and Easyart, and neither party shall hold itself out in its advertising or in any other manner that would indicate or imply any such relationship with the other. This Agreement constitutes the entire agreement between the parties with respect to the subject matter. All prior agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter are superseded and cancelled in their entirety. If any provision of this Agreement is adjudged to be invalid, void, or unenforceable, the parties agree that the remaining provisions hereof will not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of the parties, and this Agreement will in any event remain valid and enforceable.

11. GOVERNING LAW AND JURISDICTION
Each arrangement made concerning this Agreement shall be deemed to have been carried out in the United Kingdom. This Agreement shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the courts of England.