This Agreement contains the terms and conditions that apply to your participation
in the Galison.com Affiliates Program (the "Program"). As used in
this Agreement, "we" means Galison.com, and "you" means
the applicant. "Site" means a World Wide Web site and, depending on
the context, refers either to Galison.com's site, located at the URL www.galison.com,
or to any site that you will link to our site to be identified during the enrollment
process.
1. Enrollment in the Program
To begin the enrollment process, you will submit an application via our site.
We may reject your application if we determine (in our sole discretion) that
your site is unsuitable for the Program. Unsuitable sites include those that:
- promote sexually explicit materials
- promote violence
- promote discrimination based on race, sex, religion, nationality, disability,
sexual orientation, or age
- promote illegal activities
- include "galison" or variations or misspellings thereof in their
domain names
- otherwise violate intellectual property rights
You should also note that if we accept your application and your site is thereafter
determined (in our sole discretion) to be unsuitable for the Program, we may
terminate this Agreement.
2. Links on Your Site
You may provide on your site one or more of the following types of links to
our site:
Product Links: You may select one or more Products to list on your
site. A "Product" is any product listed on our site
For each selected Product, you will display on your site a short description.
You will provide a Special Link (as defined below) from each Product reference
on your site to the corresponding galison.com online catalog entry. Each such
link will connect directly to a single item in our online catalog. You may add
or delete Products (and related links) from your site at any time without our
approval.
Search Box Link: You may provide a Galison.com search box on your site
that will permit your site visitors to link directly to a page on our site that
contains the results of their search queries. We will provide you with technical
specifications describing how to include a Galison.com search box on your site.
General Link to Galison.com Home Page: You may provide a general link
on your site to our home page at http://www.galison.com.
We will provide you with guidelines and graphical artwork to use in linking
to our home page. To permit accurate tracking, reporting, and referral fee accrual,
we will provide you with special "tagged" link formats to be used
in all links between your site and our site. You must ensure that each of the
links between your site and our site properly utilizes such special link formats.
You will earn referral fees only with respect to activity on our site occurring
directly through Special Links; we will not be liable to you with respect to
any failure by you to use Special Links, including to the extent that such failure
may result in any reduction of amounts that would otherwise be paid to you pursuant
to this Agreement.
3. Order Processing
We will process Product orders placed by customers who follow Special Links
from your site to our site. We reserve the right to reject orders that do not
comply with any requirements that we may establish periodically. We will be
responsible for all aspects of order processing and fulfillment. Among other
things, we will prepare order forms, process payments, cancellations, and returns,
and handle customer service. We will track sales made to customers who purchase
Products by using Special Links from your site to our site and will make available
to you reports summarizing this sales activity. The form, content, and frequency
of the reports may vary from time to time in our discretion.
4. Referral Fees
We will pay you referral fees for Product sales to third parties. For a Product
sale to be eligible to earn a referral fee, the customer must click-through
a Special Link from your site to our site, and add the Product to his or her
shopping cart during a session. The session ends upon one of the following events:
(a) 24 hours elapses from the customer's initial click-through, (b) the customer
orders the Product, or (c) the customer follows a third party's Special Link.
We will only pay referral fees on such Products after order, payment and shipping
have occurred.
5. Referral Fee Schedule
You will earn referral fees based on Qualifying Revenues according to referral
fee schedules to be established by us. "Qualifying Revenues" are revenues
derived by us from our sales of Products, excluding costs for shipping, handling,
taxes, credit card processing fees, returns and bad debt. The current referral
fee schedule is:
- 15% of Qualifying Revenues from the sale of each Individually Linked Item
6. Referral Fee and Bonus Payment
We will pay you referral fees and bonuses on a monthly basis. Approximately
30 days following the end of each calendar quarter, we will send you a check
for the referral of our sales of Products that were shipped during that month,
less any taxes that we are required by law to withhold
However, if the referral fees and bonus payable to you for any calendar month
are less than $50, we will hold payment until the total amount due is at least
$50 or (if earlier) until this Agreement is terminated.
7. Policies and Pricing
Customers who buy products through this Program will be deemed to be customers
of Galison.com. Accordingly, all Galison.com rules, policies, and operating
procedures concerning customer orders, customer service, and product sales will
apply to those customers. We may change our policies and operating procedures
at any time. For example, we will determine the prices to be charged for products
sold under this Program in accordance with our own pricing policies. Product
prices and availability may vary from time to time. Because price changes may
affect Products that you already have listed on your site, you may not include
price information in your Product descriptions. We will use commercially reasonable
efforts to present accurate information, but we cannot guarantee the availability
or price of any particular product.
8. Identifying Yourself as an Affiliate
We will make available to you a small graphic image that identifies your site
as a Program participant. You must display this logo or the phrase "In
association with Galison.com" somewhere on your site. We may modify the
text or graphic image of this notice from time to time. You may not make any
press release with respect to this Agreement or your participation in the Program.
In addition, you may not in any manner misrepresent or embellish the relationship
between us and you, or express or imply any relationship or affiliation between
us and you or any other person or entity except as expressly permitted by this
Agreement (including by expressing or implying that Galison.com supports, sponsors,
endorses, or contributes money to any charity or other cause).
9. Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text
described in Section 10 and such other text or images for which we grant express
permission, solely for the purpose of identifying your site as a Program participant
and to assist in generating Product sales. You may not modify the graphic image
or text, or any other of our images, in any way. We reserve all of our rights
in the graphic image and text, any other images, our trade names and trademarks,
and all other intellectual property rights. You agree to follow our Trademark
Guidelines, as those guidelines may change from time to time. We may revoke
your license at any time by giving you written notice.
10. 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. For example, you
will be solely responsible for:
- the technical operation of your site and all related equipment
- creating and posting Product descriptions on your site and linking those
descriptions to our catalog
- the accuracy and appropriateness of materials posted on your site (including,
among other things, all Product-related materials)
- 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)
- ensuring that materials posted on your site are not libelous or otherwise
illegal
We disclaim all liability for these matters. Further, you will indemnify and
hold us harmless from all claims, damages, and expenses (including, without
limitation, attorneys' fees) relating to the development, operation, maintenance,
and contents of your site.
11. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application
and will end when terminated by either party. Either you or we may terminate
this Agreement at any time, with or without cause, by giving the other party
written notice of termination. Upon the termination of this Agreement for any
reason, you will immediately cease use of, and remove from your site, all links
to our site, and all Galison.com trademarks, trade dress, and logos, and all
other materials provided by or on behalf of us to you pursuant hereto or in
connection with the Program. You are eligible to earn referral fees only on
our sales of Qualifying Products that occur during the term, and referral fees
earned through the date of termination will remain payable only if the related
orders are not canceled or returned. We may withhold your final payment for
a reasonable time to ensure that the correct amount is paid.
12. Modification
We may modify any of the terms and conditions contained in this Agreement, at
any time and in our sole discretion, by posting a change notice or a new agreement
on our site. Modifications may include, for example, changes in the scope of
available referral fees, referral fee schedules, payment procedures, and Program
rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO
TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING
OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE
BINDING ACCEPTANCE OF THE CHANGE.
13. Relationship of Parties
You and we 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.
14. 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 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 Program will not exceed the total referral fees paid or payable to you under
this Agreement.
15. Disclaimers
We make no express or implied warranties or representations with respect to
the Program or any products sold through the Program (including, without limitation,
warranties of fitness, merchantability, noninfringement, 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.
16. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE 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 WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR
WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING
IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT
OTHER THAN AS SET FORTH IN THIS AGREEMENT.
17. Arbitration
Any dispute relating in any way to this Agreement (including any actual or alleged
breach hereof), any transactions or activities under this Agreement or your
relationship with us or any of our affiliates shall be submitted to confidential
arbitration in Seattle, Washington, except that, to the extent you have in any
manner violated or threatened to violate our intellectual property rights, we
may seek injunctive or other appropriate relief in any state or federal court
in the state of Washington (and you consent to non-exclusive jurisdiction and
venue in such courts) or any other court of competent jurisdiction. Arbitration
under this agreement shall be conducted under the rules then prevailing of the
American Arbitration Association. The arbitrator's award shall be binding and
may be entered as a judgment in any court of competent jurisdiction. To the
fullest extent permitted by applicable law, no arbitration under this Agreement
shall be joined to an arbitration involving any other party subject to this
Agreement, whether through class arbitration proceedings or otherwise.
