Terms & Conditions

VULTURE KULTURE STORE AFFILIATE PROGRAM AGREEMENT Please read the agreement document below before registering. This Affiliate Agreement ("Agreement") contains the complete terms and conditions between us, Vulture Kulture, and you, regarding your application to participate as an affiliate of the Vulture Kulture Store Affiliate Program ("Affiliate"), and the establishment of links from your Web site to our Web site, "Vulture Kulture." BY SUBMITTING AN APPLICATION TO JOIN THE VULTURE KULTURE STORE AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS OPERATING AGREEMENT AND AGREED TO BE BOUND BY ITS TERMS AND CONDITIONS. Vulture Kulture Store Affiliate Program Agreement Definitions "We", "Our", "Us", "Merchant" – Vulture Kulture and Vulture Kulture Store (collectively, "Vulture Kulture".) "You", "Your" - The business, individual or entity applying for participation in the Vulture Kulture Store Affiliate Program. "Affiliate" - The business, individual or entity that displays the Merchant's products, services and/or promotions on its internet site and/or through offline representation through the affiliate tracking code in exchange for receiving remuneration from the Merchant for sales resulting from such display. "Affiliate Site" - The Affiliate's Internet site which displays the Merchant's products, services and/or promotions. “Program” – The Vulture Kulture Store Affiliate Program. "Vulture Kulture's Products" – Products listed under the Qualifying Products section and that are displayed on the Vulture Kulture Store. 1. Enrollment in the Program To begin the enrollment process, you must submit a complete Program application via our site. The Application can be found by registering at the Affiliate Program Section. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Program. Unsuitable sites are those including, but not limited to, inclusion of content that is, in our opinion, unlawful, harmful, threatening, defamatory, illegal, obscene, harassing, promote violence or terrorism, promote sexually explicit materials, violate intellectual property rights or that is racially, ethnically, or otherwise objectionable. If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. 2. Promotion of Our Affiliate Relationship a. If you qualify and agree to participate as an Affiliate Site, we will make available to you guidelines and a variety of graphic and textual links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link"), which are subject to the terms and conditions hereof. All the links provided will be special "tagged" link formats to be used in all links between your site and our site, which will permit accurate tracking, reporting, and commission fee accrual. You must ensure that each of the links between your site and our site properly utilizes such special link formats. Links to our site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." The Special Links will serve to identify your site as a member of the Vulture Kulture Store Affiliate Program and will establish a link from your site to ours. The links may connect to any area of our site and may be one or more of the following types of links to our site: * Product Links * Category Links * General Link to Vulture Kulture Store Home Page b. You will only earn commission fees 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 which would otherwise be paid to you pursuant to this Agreement. You will, however, earn commission fees with respect to all product purchases on our site once from that “tagged” link. c. In utilizing the links, you agree that you will cooperate fully with us in order to establish and maintain such links. You also agree that you will display on your site only those graphic or textual images (indicating a link) provided by us in the Banners and Other Links and Qualified Products sections or text messages approved in writing by Vulture Kulture. All Affiliate Sites shall display such graphic and/or textual images prominently in relevant sections of their site. Any information with respect to us that is going to be displayed on your site must be provided by us or approved by us in writing in advance of any display. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. You are not allowed to post any coupon information unless we have given you written permission. Each link connecting users of your site to the pertinent area of our site will in no way alter the look, feel, or functionality of our site. In addition, we encourage (but do not require) you to include a Link to the home page of our main site: www.vulturekulture.com. 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, in our sole discretion, to reject orders that do not comply with any requirements that we periodically may establish. All aspects of order processing and fulfillment, including order form preparing, customer service, shipping, cancellation, processing, returns and payment processing will be our responsibility. We will track sales made to customers who purchase products using special links from your site to our site and will make available to you reports summarizing this sales activity. To permit accurate tracking, reporting, and fee accrual, you must ensure that the links between your web site and our web site are properly formatted. 4. Commissions We will pay you (in accordance with Sections 5 and 6 below) commission fees on certain Product sales to third parties. For a Product sale to be eligible to earn a commission fee, the customer must follow a Special Link from your site to our site, select and purchase the Qualifying Product(s) using our automated ordering system, accept delivery of the Product at the shipping destination, and remit full payment to us. 5. Commission Determination a. Only Vulture Kulture Products that are (i) sold by us, (ii) purchased by customers linking to our site from your site pursuant to a Link, (iii) shipped and/or supplied by us, and (iv) fully paid for will qualify for a commission (each, a "Qualifying Revenue"). "Qualifying Revenues" are revenues derived by us from our sales of Qualifying Products including metal sculptures and all related metal artwork products, as well as Vulture Kulture Brand Products (included, but not limited, to clothing, accessories, and home and kitchen products.) “Qualifying Revenues” do not include shipping & handling, gift-wrapping, taxes, and service charges. b. Vulture Kulture pays monthly commissions of 7% of all Qualifying Revenues of metal art and furniture and 10% on all Qualifying Revenues of Vulture Kulture brand products. c. Vulture Kulture, in its sole discretion, reserves the right to withhold indefinitely or reject any affiliate commission for any account/sale which has not been in an approved status as an account of Vulture Kulture for a period of at least thirty (30) days. Vulture Kulture also retains the right to review all commissions for possible fraud, including but not limited to the use of software that generates real and fictitious information, the use of fictitious ID and/or address and the use of a fictitious Tax ID Number or Social Security Number. Any incidence of fraud constitutes a breach of this Agreement, and Vulture Kulture retains full authority to terminate this Agreement immediately. 6. Commission Fee Payment: We will pay you commission fees on a monthly basis. 15 days following the end of each calendar month, we will send you a check for the commission fees earned on your sales of Qualifying Products that were sold during that month, less any taxes that we are required by law to withhold. However, if the commission fees payable to you for any month are less than $25.00, we will hold those commission fees until the total amount due is at least $25.00 or (if earlier) until this Agreement is terminated. If a Product that generated a commission fee is returned by the customer, we will deduct the corresponding commission fee from your next monthly payment. If there is no subsequent payment, we will send you an invoice for the commission fee. Vulture Kulture, in its sole discretion, reserves the right to modify the terms of this commission payment method or schedule. 7. Reports of Sales You will be given a password and have the ability to enter a password-protected site to receive your sales statistics on a daily basis. Customer status information will be included in your report. 8. Obligations Regarding Your Site a. You will be solely responsible for the development, operation, and maintenance of your site and for all the materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; the accuracy and propriety of materials posted on your site (including, but not limited to, all Vulture Kulture Products and related materials); ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights) and are not libelous or otherwise illegal. We disclaim all liability and responsibility for such matters. b. We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement. If you are not in compliance we may terminate this Agreement immediately. 9. Vulture Kulture Responsibilities We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. Vulture Kulture will solely be responsible for order processing for orders/sales placed by a customer following a special Link from your site, for tracking this customer for the following 30 days to their first visit, for tracking the volume and amount of sales generated by your site, and for providing information to Affiliate Sites regarding sales statistics. Vulture Kulture will be solely responsible for all order processing, including but not limited to payment processing, shipping, cancellations, returns and related customer service. Any determination made by Vulture Kulture regarding the foregoing shall be binding absent manifest error. 10. Policies and Pricing Customers who buy products through this Program will be deemed to be customers of www.vulturekulture.net. Accordingly, all of Vulture Kulture's 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 at any time. 11. Emails and Publicity You shall not create, publish, transmit or distribute, under any circumstances, any bulk electronic mail messages (also known as "SPAM"), as defined in the new Federal spam law, the CAN-SPAM Act of 2003 [the "Act"], with respect to the Program. Additionally, you may only send emails containing a Vulture Kulture Affiliate link and or a message regarding Vulture Kulture or Vulture Kulture's Affiliate Program to persons who have been previously registered on your Web site and consented to be added to your mailing list, and/or that have been previously contacted and whom consented to the fact that the affiliate will be sending an email containing Vulture Kulture information or information about the Vulture Kulture affiliate program, provided that the recipients have the option to remove themselves from future mailings. Failure by you to abide by this section, in any manner, will be deemed a material breach of this Agreement by you and foreclose any and all rights you may have to any commissions. Any incidence of SPAM constitutes a breach of this Agreement, and Vulture Kulture retains full authority to terminate this Agreement immediately. 12. Licenses and Use of the Vulture Kulture Logos and Trademarks. a. We grant you a non-exclusive, non-transferable, revocable right to (i) access our site (www.vulturekulture.net) through the links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use the Vulture Kulture trademark and logo and similar identifying material relating to us (but only in the form(s) that they are provided by us) (collectively, the "licensed materials"), for the sole purpose of identifying your site as a Program participant and to assist in generating Vulture Kulture product sales on your site for Vulture Kulture. You may not alter, modify, or change the licensed materials in any way. You are only entitled to use the licensed materials to the extent that you are a member in good standing of the Vulture Kulture Store Affiliate Program. We reserve all of our rights in the Licensed Materials, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice. b.The Licensed Materials do not include any images that are not found in the Banners and Other Links and Qualified Products section. This includes, but is not limited to, all the images found in the Vulture Kulture Web site (www.vulturekulture.com) such as: the Monster Garage Panels, the Monster Garage Wall Art, any photography related to the show Monster Garage, and the Monster Garage name and logo; the Rolling Stone Magazine panel, name, and logo; the Entertainment Weekly's It List Party's name and images; the Driveshaft logo, furniture and set images; the Original Productions name and images; Monster House, Great Biker Build-Off, Boom! and Plastic Surgery: Before & After names, logos, images, and panels; Dan Statler's image and all other images in any of the other sections of the site. The Monster Garage and Monster House trademarks are property of Discovery Communications, Inc. and Monster Cable Products, Inc.; the Biker Build-Off trademark is property of Discovery Communications, Inc.; the Boom! trademark is property of Network Enterprises Inc. All the above mentioned companies are solely responsible for granting any kind of license connected with the commercial use of the trademark and any materials or images related to it. c. You shall not make any specific use of any Licensed Materials for purposes other than selling Vulture Kulture Products, without first submitting a sample to us and obtaining the prior written consent of Vulture Kulture, which consent shall not be unreasonably withheld. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Vulture Kulture or any Vulture Kulture project, client, affiliate, employee or representative in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke your license at any time, by giving you written notice. If not revoked, this license shall terminate upon expiration or termination of this Agreement. d. You grant to us a non-exclusive license to utilize your names, titles, and logos, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote, or publicize the Affiliate Trademarks. This license shall terminate upon the expiration or termination of this Agreement. 13. Identifying Yourself as an Affiliate a. You may not make any press release with respect to this Agreement or your participation in the Program without our prior written consent, which may be given or withheld in our sole discretion. 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 Vulture Kulture Store supports, sponsors, endorses or contributes money to any charity or other cause). 14. Resale and Special Incentive Restrictions a.You may not purchase products during sessions initiated through the links on your site for resale or commercial use of any kind. This includes orders for customers or on behalf of customers. Such purchases may result (in our sole discretion) in the withholding of commission fees or the termination of this Agreement. Products that are eligible to earn commission fees under the rules set forth above are referred to as "Qualifying Products." b. In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access our site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access our site). If we determine, in our sole discretion, that you have offered any person or entity any such consideration or incentive, we may (without limiting any other rights or remedies available to us) withhold any commission fees otherwise payable to you under this Agreement and/or terminate this Agreement. 15. 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, product images from our database, and all Vulture Kulture advertisements, trademarks, trade dress and logos, and all other Licensed Materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn commission fees on our sales of Qualifying Products occurring during the term, and commission 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 no overpayment is made. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will be extinguished, except for those rights and obligations that either by their express terms survive or that are otherwise necessary for the enforcement of the Agreement. 16. W-9 Information You agree to deliver, via fax (310-3010305) or postal mail (P.O. Box 2937, Venice, CA 90291), to the Vulture Kulture Affiliate Program Manager a completed W-9 form, attached hereto as http://www.irs.gov/pub/irs-pdf/fw9.pdf no later than 7 days from date of your application. Notwithstanding anything in this agreement to the contrary, if you fail to deliver the completed W-9, Vulture Kulture may withhold any and all bounty payments due to you until such time as you complete the Form. You acknowledge that Vulture Kulture needs this completed form in order to comply with IRS regulations and therefore agree that withholding payment is a reasonable remedy for Vulture Kulture to utilize upon your failure to deliver the completed W-9. 17. 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. Vulture Kulture, in its sole discretion, reserves the right to notify you by email and further reserves the right to withhold notification of any changes made to this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission fee schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change. 18. Relationship of Parties You and Vulture Kulture 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. 19. Limitation of Liability We will not be liable for indirect, special, incidental, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this agreement or the affiliate program, even if we have been advised of the possibility of such damages. We will not be liable for any legal disputes from third parties that may arise in connection with the use of any unlicensed materials, included, but not limited to, the Monster Garage, Driveshaft, Rolling Stone Magazine and Entertainment Weekly trademarks. Further, our aggregate liability arising with respect to this agreement and the affiliate program will not exceed the total commissions paid or payable to you under this agreement. 20. Indemnification You hereby agree to indemnify and hold harmless Vulture Kulture and our subsidiaries and Affiliates, and their directors, officers, employees, 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, it's development, operation, maintenance and content therein not attributable to us. 21. Disclaimers We make no express or implied warranties or representations with respect to the Affiliate Program or any products or services or other items sold through the Affiliate Program (including without limitation warranties of fitness, merchantability, non-infringement, 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 Web site will be uninterrupted or error-free, as from time to time we will perform maintenance on our website and we will not be liable for the consequences of any interruptions or errors. 22. Confidentiality Each of the parties here to agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 23. Representations and Warranties You hereby represent and warrant to us as follows: a. 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. b. The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties. c. You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will 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. d. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby. e. There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any Affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding. f. During the term of the Agreement, you will not include in your site content that is, in our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable. g. You are at least eighteen (18) years of age. 23. Independent Investigation YOUR APPLICATION SUBMISSION ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER RELATIONSHIPS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. WE MAY ALSO SOLICIT CUSTOMER RELATIONSHIPS WITH ENTITIES THAT OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE VULTURE KULTURE STORE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 24. Governing Law The laws of the United States and the State of California will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Los Angeles County, Los Angeles, California, 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 will 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 will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. I INDICATE MY APPROVAL OF THIS AGREEMENT AND DESIRE TO BECOME AN AFFILIATE UNDER THESE TERMS AND CONDITIONS BY FILLING OUT AND SUBMITTING THE AFFILIATE ENROLLMENT FORM.