This Agreement, is made and entered into by and between the reader of this agreement ("Client") and Rex Art Co., Inc. ("Rex"), located at 5806 Commerce Lane, South Miami, Florida 33143.
WHEREAS, Client has an active site on the Internet and is located in the United States; and
WHEREAS, Rex is engaged in the business of selling artist materials and equipment, books, and artwork over the Internet and is seeking placement of its Banner display advertisement for its own site by providing the appropriate HTML code and files; and
WHEREAS, Client is willing to prominently display a banner linking and relating back via Hyperlink to the Rex location on the Internet
NOW, THEREFORE, for the considerations mentioned, the mutual covenants, conditions, and promises contained and for the good and valuable considerations, receipt being acknowledged, the parties have agreed as follows:
1. AUTHORIZATION. Rex appoints and authorizes the Client to display a banner advertising the Rex location for purposes of promoting the connection to the Clients visitors.
2. EXCLUSIVITY. The Client shall not display another banner or link from a business like Rex, insomuch that it sells art supplies, on its Internet site without the prior written approval of Rex. In the event of a breach, or a threatened breach, of this provision, Rex may apply for and obtain either temporary or permanent injunction under applicable state law against other breach or further breach by the Client of this provision in any Court of competent jurisdiction, together with an award for all reasonable attorney's fees, damages and expenses incurred by Rex on account of breach or threatened breach and the bringing of the lawsuit, all of which the Client agrees to pay.
3. DISPLAY. Client agrees to display the banner for Rex on their Internet Website until this agreement is canceled by mutual agreement of the parties. Both Rex and Client agree to make a best effort attempt to promote their individual sites on the Internet. The Client agrees to have the Banner displayed on the Internet no later than 10 days from the signing of this agreement. All expenses incurred by the Rex for the creation and maintenance of the Banner, HTML code and Hyperlink are the sole responsibility of the Rex. Rex shall periodically update the Banner and provide the appropriate code for the Client to display the new Banner.
4. COMMISSION. REX shall sell the product on its site at whatever prices it deems appropriate in the marketplace. The Client shall receive 5% of the sale price for any purchases made by the Client's visitors that enter the Rex site via the Banner located on the Client's site. This shall be determined by the tracking software located on the rexart.com server. Rex shall be responsible for collecting at time of sale to purchasers and with-holding from the retail sales price any and all sums that may be required by law for sales or similar taxes.
5. PAYMENT. The parties agree that the Rex shall hold the proceeds from any sales made by the Client's customers entering the Rex site via the Banner located on the Client's site. Payment to the Client shall be made within 90 days from receipt of payment from purchaser. If the Client's commission is less than $5.00, payment will be held until such time as the Client's commission reaches this amount.
6. TERMINATION. This Agreement shall terminate upon the written notification, either via mail or electronic mail, of either party to this agreement at any time.
7. ASSIGNMENT. This Agreement may not be assigned by the Client to another person or organization without the prior written consent of Rex. The Client shall notify Rex in advance of any change in personnel in charge of the Client or of any change in ownership of the Client.
8. INTEGRATION. This Agreement embodies and contains the entire agreement and understandings of the parties and shall be binding upon and inure to the benefit of and be enforceable by their respective heirs, legal representatives, successors and assigns.
9. CHANGE OF TERMS. Rex may change or terminate any terms of this Agreement at any time without notification. Rex may also add new terms to this Agreement without notification. The Client may view a current version of this Agreement at any time at http://www.rexart.com/affiliates_exclusive.html.
10. GOVERNING LAW. This agreement is entered into in the County of Dade in the State of Florida, contains covenants to be performed within the County of Dade in the State of Florida and shall be construed in accordance with and governed by the laws of the County of Dade and the State of Florida.
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