CONTENT PARTNER AGREEMENT.
This Content Partner Agreement (“Agreement”) is entered into by and between you (Seller) and ArtxCo, LLC, a Delaware corporation, (“Referrer”) and governs the terms of Art House’s referral program (the "Content Partner Network"). BY SUBMITTING AN APPLICATION TO PARTICIPATE IN THE REFERRAL PROGRAM, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT AS WELL AS ART HOUSE’S TERMS OF USE AND PRIVACY POLICY. Your participation in the Referral Program is conditioned on your acceptance of this Agreement and all terms, conditions, and notices contained herein. Please read the Agreement carefully. If you do not want to agree to this Agreement, you must not participate in the Referral Program.
NOW, THEREFORE, in consideration of the premise and the mutual promises and covenants contained herein, the parties agree as follows:
I. TERM AND TERMINATION
The term of this Agreement shall commence upon submission of an application to the Content Partner Network. Art House may, in its sole discretion, terminate your participation in the Content Partner Network at any time, with or without cause, and without warning or notice. Without limiting the foregoing, Art House reserves the right to terminate your account if it has been inactive for 12 consecutive months. Art House reserves the right to terminate your participation in the Content Partner Network and not pay the accrued balance if you have been deemed to breach Art House’s Terms of Use or this Agreement or engage in any conduct that Art House deems to be illegal, improper, unfair, or otherwise adverse or detrimental to Art House.
You may terminate your participation in the Content Partner Network at any time. You may discontinue your participation in the Content Partner Network by a written letter to your account manager. For accounting purposes, Art House’s systems will retain Your account and personal information.
Upon termination, all rights granted to you shall immediately terminate.
II. EXCLUSIVITY
For the term of this Agreement, Referrer shall have the non-exclusive right to introduce prospective buyers to the Seller who are not already known to the Seller.
III. ELIGIBILITY
To participate in the Content Partner Network, you must submit an application through Art House’s Network Signup, available at https://arthouse.ar/content-partner. Art House reserves the right, in its sole discretion, to accept or reject any application for membership in the Content Partner Network for any reason. Sellers must be at least 18 years old in order to participate in the Content Partner Network.
IV. FEES AND PAYMENT
The following must take place in order for the Referrer to be paid. If these conditions are not met, Referrer will receive no payment.
Art House will take commission for Qualified Referrals. The percentage of commission is based on the gross revenue and may change at any time and without notice. The current percentage is outlined below in section IV, paragraph IV.
"Qualified Referrals" mean customers referred to you by Art House who: (1) are a client of Art House and are introduced to you by an Art House employee or representative and (2) purchase content production services to be fulfilled by you or your company.
The Referrer's fee shall be calculated as 20% of the net value of the services sold by Seller as a direct result of an introduction. Net value shall exclude value added tax, postage and packaging, insurance, refunds and payments not honored by a financial institution.
Upon determination of referrer fees due, the Referrer shall issue an invoice to the Seller and payment shall be due net thirty (30) days from the date of the invoice.
Acceptable forms of payment include the following:
Debit
Credit
V. NON-CIRCUMVENTION
During the term of this Agreement, the Seller will not attempt to do business with, or otherwise solicit any buyers found or otherwise referred by Referrer to the Seller for the purpose of circumventing, the result of which shall be to prevent the Referrer from realizing or recognizing a commission or Referrer's fee. If such circumvention shall occur the Referrer shall be entitled to any commissions due pursuant to this Agreement or Referrer's fee relating to such transaction.
VI. RELATIONSHIP BETWEEN YOU AND ART HOUSE
Neither this Agreement nor your participation in the Content Partner Network creates any employment, independent contractor, agency, partnership, or joint venture relationship between you and Art House.
​VII. NON-DISPARAGEMENT
During the term of this Agreement and for one (1) year after it has expired or been terminated, You agree that You will not disparage Art House, its officers, directors, or employees or otherwise take any action that could reasonably be expected to adversely affect Art House’s reputation. Under this Agreement, “disparage” includes, but is not limited to, any negative statement, whether written or oral, about Art House, its officers, directors, or employees. You agree and acknowledge that this provision is a material term of the Agreement, the absence of which would have resulted in Art House refusing to enter into this agreement.
VIII. RELEASE AND AUTHORIZATION TO USE PHOTOGRAPHS
You grant Art House permission to use any and all photographs taken by Art House or its agents or employees, or submitted by You to Art House (hereinafter “Photographs”) in any media (including, but not limited to, print, internet, film, television and no matter how distributed or published) for any purpose, including, but not limited to, advertising, promoting, and marketing of Art House or any product or service sold and marketed by Art House. You agree that this authorization to use Photographs may be assigned by Art House to any other party, may be combined with other Photographs, sounds, text and graphics, and may be manipulated, cropped, altered or modified at Art House’s sole discretion. You agree not to make any monetary assessment against Art House in exchange for the release under this section. You hereby release and forever discharge Art House from any and all liability and from any damages. You further acknowledge and agree that this release is binding upon Your heirs and assigns and that the release is irrevocable.
IX. ASSUMPTION OF RISK
You are solely responsible for ensuring that your participation in the Content Partner Network complies with applicable law and does not violate the rights of any third party, including, without limitation, intellectual property rights. You assume all liability for any claims, suits or grievances filed against you, including, but not limited to, all damages related to participation in the Content Partner Network.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, ART HOUSE, ITS PRESENT AND FUTURE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, AND ANY THIRD PARTY INFORMATION PROVIDERS TO THE SITES, SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR PARTICIPATION IN THE CONTENT PARTNER NETWORK. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, ART HOUSE SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH YOUR PARTICIPATION IN THE CONTENT PARTNER NETWORK. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, ART HOUSE SHALL NOT BE LIABLE TO ANY PARTY FOR CLAIMS ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN THE CONTENT PARTNER NETWORK. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, ART HOUSE’S SOLE OBLIGATION TO YOU FOR DAMAGES SHALL NOT EXCEED THE AMOUNT OF COMMISSIONS YOU EARNED OVER THE TWELVE (12) MONTHS PRECEDING THE CLAIM(S), UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW.
X. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Art House, its present and future officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Sites from and against all claims, losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this Agreement by you or arising from or related to your use or misuse of the Content Partner Network.
XI. THIRD PARTY RIGHTS
The sections titled Limitation of Liability and Indemnification are solely for the benefit of Art House and its present and future officers, directors, employees, agents, licensors, suppliers, and any third-party providers to the Sites. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on their own behalf. Except as set forth herein, nothing express or implied in this Agreement is intended or implied to confer, and nothing herein shall confer, any rights, remedies, liabilities, or obligations whatsoever upon any person or entity. You may not assign your rights under this Agreement without Art House’s prior written consent.
XII. UNLAWFUL ACTIVITY; TERMINATION OF ACCESS
Art House reserves the right to investigate complaints or reported violations of this Agreement and to take any action it deems appropriate, including but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties, and disclosing any information necessary or appropriate to such persons or entities. Art House may discontinue your participation in the Content Partner Network at any time for any reason or no reason.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone participating in the Content Partner Network. YOU WAIVE AND HOLD HARMLESS ART HOUSE AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR AS A RESULT OF, ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
XIII. REMEDIES FOR VIOLATIONS
Art House reserves the right to seek all remedies available at law and in equity for violations of this Agreement.
XIV. GOVERNING LAW AND JURISDICTION; DISPUTES AND ARBITRATION
This Agreement are governed by and construed in accordance with the internal law of the State of California without regard to its principles of conflicts of laws. Any action arising out of or relating to this Agreement shall be filed only in the state or federal courts located in the County of Los Angeles in the State of California, and you hereby consent and submit to the exclusive personal jurisdiction of such courts for the purpose of litigating any such action. Where a conflict exists between Art House’s Terms of Use and this Agreement, the Agreement govern.
Any dispute, controversy, proceeding, or claim arising out of or in connection with or relating to this Agreement, any of Art House’s policies, or the Content Partner Network, in each case, whether in contract, tort, common or statutory law, equity or otherwise (collectively, a “Dispute”) shall be resolved by binding confidential arbitration by JAMS pursuant to its Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in Los Angeles County, California, unless you and Art House agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing Art House from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, dilution, or violation of our data security, intellectual property rights, or other proprietary rights.
YOU AND ART HOUSE EACH AGREE TO WAIVE ITS RIGHT TO TRIAL BY JURY AND THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE ARISING HEREUNDER WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT YOU WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU ACT OR PROPOSE TO ACT IN A REPRESENTATIVE CAPACITY. YOU FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF ART HOUSE AND ALL PARTIES TO ANY SUCH PROCEEDING.
LIMITATION ON TIME TO FILE CLAIMS
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SITES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
XV. ENTIRE AGREEMENT; SEVERABILITY OF PROVISIONS; NO WAIVER
This Agreement constitutes the entire agreement with respect to participation in the Content Partner Network. If any provision of this Agreement is deemed unlawful, void, or unenforceable by a court of law exercising proper jurisdiction, that provision shall be deemed severed from the remaining provisions and shall not affect their validity and enforceability. No waiver of any provision hereof shall be valid unless in writing signed by the parties. Any failure to enforce any right or remedy hereunder shall not operate as a waiver of the right to enforce such right or remedy in the future or of any other right or remedy.
XVI. CHANGES TO THE AGREEMENT
Art House may review and update this Agreement at any time in our sole discretion and it is your responsibility to keep abreast of those changes. All changes are effective immediately when posted. Your continued participation in the Content Partner Network following the posting of revised Agreement means that you accept and agree to the changes which are binding on you, so please check this webpage periodically for updates.
XVII. CONTACT US
If you have questions or concerns regarding this Agreement or the Content Partner Network, you may contact us at:
Art House
2355 Westwood Blvd., #243
Los Angeles, CA 90064
Email: partners@arthouse.ar