Vitruvian Studio Affiliate Agreement – Vitruvian Fine Art Studio

Our affiliate agreement is presented below for applicants to review. If your application to the Vitruvian Studio Affiliate Program is accepted, you will be required to sign and return this agreement via a third party online document signing service.

FOREWORD

Our affiliates are very important to us, and we’re careful about the affiliates with whom we choose to work. We do our best to treat you with the fairness and respect you deserve, and simply ask the same consideration of you. The following affiliate agreement explains in detail what you can expect from us, and what we expect from all our affiliates. This should minimize the possibility of misunderstandings going forward, and protect our respective brands and/or reputations online. Please take the time to read this agreement carefully.

If you have any questions, please don’t hesitate to let us know. We believe in straight-forward and honest communication. For quickest results please use the contact form at https://vitruvianstudio.com/affiliate-area or email us at contact@Vitruvian Studio.com

Best regards,
Vitruvian Fine Art Studio

AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND VITRUVIAN FINE ART STUDIO (DBA VITRUVIAN STUDIO).

BY SUBMITTING THE ONLINE APPLICATION OR BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY BOUND BY EACH AND EVERY ITEM IN THIS DOCUMENT.

Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Vitruvian Studio’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and Vitruvian Studio’s web site. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Vitruvian Studio, and “you,” “your,” and “yours” refer to the affiliate.
Affiliate Obligations
1. To begin the enrollment process, you will complete and submit the online application at https://vitruvianstudio.com/affiliate-area. Submission of an application does not guarantee approval. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. If approved to become a Vitruvian Studio affiliate, we reserve the right to re-evaluate your application at any time. We may reject your application if we determine, in our sole discretion, that your website is not suitable for our affiliate program for any reason, including, but not limited to, its inclusion of content that:
  1. Promotes sexually explicit materials.
  2. Promotes violence.
  3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  4. Promotes illegal activities.
  5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
  6. Includes “Vitruvian Studio”, “Vitruvian Fine Art Studio”, or variations or misspellings thereof in its domain name.
  7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
  8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
  9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website, nor design your website in a manner which leads customers to believe you are Vitruvian Fine Art Studio, Vitruvian Studio, or any other affiliated business.
2. If you qualify and agree to participate as a member of Vitruvian Studio’s Affiliate Program, you will have access to the Affiliate Area on our site. Here you will be able to log into your account and view your referral stats, generate affiliate links, and view your earnings. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
3. Vitruvian Studio reserves the right, at any time, to review your placement and approve the use of your affiliate links and require that you change the placement or use to comply with any guidelines we may provide to you.
4. The development, operation, maintenance and updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel may affect your performance.
5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be text, an image or images, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third-party rights.
Rights and Obligations of Vitruvian Studio
1. 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 web site are appropriately displayed. 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 Vitruvian Studio Affiliate Program.
2. We have the right in our sole discretion to monitor signups through your Affiliate Site from time to time to determine if you are in compliance with the terms of this Agreement. Vitruvian Studio reserves the right to terminate this Agreement and your participation in the Vitruvian Studio Affiliate Program immediately and without notice to you should you commit fraud in your use of the Vitruvian Studio Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Vitruvian Studio shall not be liable to you for any commissions for such fraudulent sales.
3. We will provide all of the information necessary for you to make links from your Affiliate Site to our site. Vitruvian Studio will be solely responsible for order processing (including payment processing, cancellations, and refunds) for orders for Vitruvian Studio products and services placed by a referred customer following a link from your Affiliate Site, for tracking the volume and amount of qualified purchases generated by your Affiliate Site, and for providing information to Affiliates regarding qualified purchase statistics. Vitruvian Studio will be solely responsible for all order processing, including but not limited to payment processing, cancellations, refunds and related Vitruvian Studio service.
Term and Termination
1. This Agreement will begin upon our acceptance of your Affiliate application and will end will end when terminated by either party (the “Term”). Either you or we may terminate this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email, or via the affiliate contact form at https://vitruvianstudio.com/affiliate-area. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
2. You are only eligible to earn commission fees on qualified purchases occurring during the Term. Commission fees earned prior to the date of termination will be eligible for commissions only if the orders for the related Vitruvian Studio products or services are not cancelled within (30) days and comply with all of the terms of this Agreement. We may withhold your final payment of commission fees for a reasonable time to ensure that all qualified purchases are valid and payment from referred customers are legitimate as determined by Vitruvian Studio in its sole discretion.
3. Any Affiliate who violates this Agreement, Vitruvian Studio’s Terms and Conditions, or any applicable law will immediately forfeit any right to any and all accrued, but not yet received, commission fees and will be immediately removed from the Affiliate Program.
4. Vitruvian Studio reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement, at any time for any reason, in Vitruvian Studio’s sole discretion.
Modification
We may modify any of the terms and conditions in this Agreement at any time and at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Vitruvian Studio’s Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement, in which event you shall be entitled to your rights under the unmodified Agreement prior to the date of the applicable modification. Your continued participation in Vitruvian Studio’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
Qualifying Products
Vitruvian Studio affiliates will be credited with a commission from their respective referrals exclusively on sales of our online courses. No other products on Vitruvian Studio’s website, including on-ground classes or workshops, live-streaming online workshops, critique or mentoring services, art materials, kits, tools, t-shirts, or any physical product, are eligible for affiliate commissions.
Discounted Products
Affiliate commissions on sales of qualifying products that are discounted on our site will be paid as a percentage of the discounted price, not the regular price.
Referral Tracking
1. Our website software uses cookies to track visitors referred to us by our affiliates. When a visitor clicks on an affiliate link, a cookie is stored in that visitor’s browser for 30 days. If that visitor purchases a qualifying product on our site within that 30 day window, the referral is credited to the respective affiliate. If a visitor clicks on an affiliate link, but does not complete a purchase of a qualifying product on our site within 30 days, or if the visitor clears their browser cookies before purchase, or has browser cookies disabled altogether, no referral will be credited to the respective affiliate.
2. Referrals on purchases of qualifying products will be credited to the first referring affiliate. In situations where a visitor clicks on two or more referral links from different affiliates, then completes a purchase of a qualifying product within 30 days of the first click, the referral will be credited to the affiliate whose link was clicked first. Subsequent clicks on referral links from other affiliates will not overwrite the cookie from the first click.
Payment
1. Vitruvian Studio uses software on our website to handle all tracking and payment of affiliate commissions. We process payouts by default on the last day of each month via PayPal using the payment email address you provided upon your registration as an affiliate. Payments can also be sent to a bank account via bank transfer upon request.
2. All commission amounts are calculated and paid in U.S. dollars. Vitruvian Studio is not responsible, and will not make any accommodations for any effect currency exchange rates may have on commissions paid to affiliates outside the United States.
3. We reserve the right to withhold payment of initial commissions to affiliates who are new to the affiliate program, or who have commissions that are potentially fraudulent as determined by Vitruvian Studio in our sole discretion, to determine the legitimacy of referred customers.
4. We reserve the right to suspend the payment of commissions at any time and indefinitely, if we suspect fraud or other improper activity or a potential breach of any of the terms of this Agreement by the affiliate or a referred customer. Vitruvian Studio reserves the right to deduct from affiliate’s current and future commissions any and all commissions corresponding to any fraudulent, questionable, and cancelled purchases.
5. Any attempt by an affiliate to manipulate, falsify or inflate referred customers, qualified purchases, or commissions to intentionally defraud Vitruvian Studio or any violation of the terms of this Agreement constitutes immediate grounds for Vitruvian Studio to terminate the Affiliate’s participation in the Affiliate Program and will result in the forfeiture of any Commission Fees due to the Affiliate.
Access to Affiliate Account Interface
You will create a password so that you may enter Vitruvian Studio’s secure affiliate account interface. From there, you will be able to view reports that present our calculation of the commissions due to you. Commissions shall be paid based on the current information in your affiliate account interface. You are required to notify us promptly of any change in your address by updating your profile information in the affiliate account interface.
Promotion Restrictions
1. You are free to promote your own web sites, but naturally any promotion that mentions Vitruvian Studio could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Vitruvian Studio. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our brand. Other generally prohibited forms of advertising include 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 way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Vitruvian Studio so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Vitruvian Studio so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Vitruvian Studio. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Vitruvian Studio Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
2. Affiliates that, among other keywords or exclusively, bid in their Pay-Per-Click (PPC) campaigns on keywords such as Vitruvian Studio, Vitruvian Fine Art Studio, www.vitruvianstudio, www.vitruvianfineartstudio, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from the Vitruvian Studio Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Vitruvian Studio’s service).
4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware,” “Parasitic 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 Vitruvian Studio’s site (i.e., no page from our site or any Vitruvian Studio’s content or branding is visible on the end-user’s screen). As used herein “Parasiteware” and “Parasitic Marketing” shall mean an application that:
  1. Through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email;
  2. Intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, 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, Bing, DuckDuckGo, MSN, and similar search or directory engines);
  3. Set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open Vitruvian Studio’s site;
  4. Targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing;
  5. Removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
Grant of Licenses
We grant to you a non-exclusive, non-transferable, revocable right to:
1. Access our site through HTML links solely in accordance with the terms of this Agreement and
2. Solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Vitruvian Studio’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Vitruvian Studio and the good will associated therewith will inure to the sole benefit of Vitruvian Studio.
3. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
Disclaimer
VITRUVIAN STUDIO MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING VITRUVIAN STUDIO SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, INCLUDING THE AFFILIATE PROGRAM. ANY IMPLIED WARRANTIES OF VITRUVIAN STUDIO’S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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 INCLUDING THE TRACKING OF INFORMATION CONCERNING REFERRED CUSTOMERS DURING ANY PERIOD OF INTERRUPTION.
Representations and Warranties
You represent and warrant that:
1. 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;
2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement; and
4. Each Referred Customer is valid, genuine, and unique and meets the criteria of a Qualified Purchase for generating a Commission Fee as provided in this Agreement.
Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL VITRUVIAN STUDIO’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
Indemnification
You hereby agree to indemnify and hold harmless Vitruvian Studio, and its subsidiaries and affiliates, and their directors, officers, employees, instructors, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party. The obligation with respect to Confidential information will not apply to the extent that: (a) such Confidential information is or becomes publicly available other than through any act or omission of affiliate in breach of this Agreement; (b) such Confidential information was received by affiliate, other than under an obligation of confidentiality, from a third party who had no obligation of confidentiality to Vitruvian Studio; or (c) such information was already in the possession of affiliate at the time of the disclosure or was independently developed by affiliate without reference to or reliance on Vitruvian Studio’s Confidential information. The burden of proof that Confidential information falls into any one of the above exemptions will be borne by affiliate.
Miscellaneous
1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Vitruvian Studio. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
2. Except to an affiliate entity of the assigning party or to acquirer of all or substantially all of the assets, equity, or business operations of the assigning party, neither this Agreement nor any of the rights or obligations hereunder can be assigned or delegated whether voluntarily, by operation of law or otherwise without the written consent of the other party, which consent shall not be unreasonably conditioned, delayed, or withheld.
3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois without regard to rule governing choice of laws.
4. Neither this Agreement, nor any of the provisions hereof can be changed, waived, discharged or terminated, except by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.
5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements, warranties, representations, and communications of the parties, oral or written.
6. 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.
7. If any provision of this Agreement is held to be invalid or unenforceable, 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.
8. This Agreement may be executed in any number of counterparts, including electronic copy (e.g. PDF) or facsimile of same, each of which will be construed as an original against any party whose signature appears thereon and all of which together will constitute one and the same instrument.

ADDENDUM A

Affiliate’s sole compensation under the Affiliate Agreement is as follows:

For each sale of an online course that qualifies as a referral from Affiliate under the terms of this Affiliate Agreement, Affiliate shall be entitled to a commission in the amount of twenty percent (20%) of the amount paid for the online course. If a transaction contains both qualifying and non-qualifying purchases, Affiliate shall only be entitled to a commission on the qualifying portion of the transaction amount.