Affiliate Agreement
Art in Heritage / BridgePoint Eurasia LLC
This Affiliate Agreement (the “Agreement”) is entered into by and between BridgePoint Eurasia LLC, a Massachusetts limited liability company doing business as Art in Heritage (the “Company,” “we,” “us,” or “our”), with a business address at 460 Harrison Ave., Ste. C-18, Boston, MA 02118, and the applicant or approved affiliate identified in the Company’s affiliate application and account records (the “Affiliate,” “you,” or “your”). By applying to or participating in the Company’s affiliate program, you agree to be bound by this Agreement.
1. Program Overview
Under the program, approved Affiliates may promote the Company’s products using an assigned referral link and any approved promotional materials made available by the Company. If a qualifying sale is properly attributed to the Affiliate under this Agreement and the Company’s tracking rules, the Affiliate may earn a commission.
2. Eligibility and Approval
Participation is limited to applicants located in the United States who are at least eighteen (18) years old and approved by the Company in its sole discretion.
The Company may approve or reject any application for any reason or no reason, and may request additional information before approval.
3. Individual and Business Accounts
The program may accept both individual and business applicants.
For a business account, one authorized representative must submit the application and act on behalf of the business account. The Company may rely on that representative’s statements and authority unless notified otherwise in writing.
Each approved account is a single affiliate account. Commissions will be paid only to the approved account holder and to the payout destination associated with that account.
If an individual associated with a business wishes to apply separately, that person may apply as an individual affiliate and will be reviewed as an individual applicant.
The Company is not responsible for determining, monitoring, or enforcing any internal rules, policies, or restrictions between a business and its owners, employees, contractors, agents, or representatives.
4. Nature of Relationship
Affiliate is an independent contractor and is not an employee, partner, joint venturer, franchisee, legal representative, or agent of the Company.
Affiliate has no authority to bind the Company, make promises on the Company’s behalf, enter into contracts for the Company, or represent that the Affiliate is authorized to act for the Company except as expressly permitted in writing.
5. Approved Promotion Methods
Affiliate may promote the Company and its products through social media, websites, newsletters, and other lawful channels, provided such promotion complies with this Agreement and any written guidelines the Company may issue from time to time.
The Company may provide approved promotional materials, including but not limited to images, logos, text, and brand assets. For the initial program rollout, such materials may be distributed through a shared online folder or similar system designated by the Company.
Affiliate shall use only Company-provided or Company-approved promotional materials unless the Company gives prior written permission for other materials.
6. Prohibited Conduct
Affiliate shall not use paid advertisements, including but not limited to search ads, boosted posts, social ads, display ads, retargeting ads, or other paid media, without the Company’s prior written approval.
Affiliate shall not state or imply that the Company’s products, images, or branding belong to the Affiliate.
Affiliate shall not claim an exclusive relationship with the Company unless expressly authorized in writing.
Affiliate shall not make false, misleading, unsubstantiated, or unauthorized statements about the Company, its products, pricing, promotions, shipping, warranties, discounts, availability, or future plans.
Affiliate shall not advertise any discount code, promotion, or offer unless that discount code, promotion, or offer is currently active and expressly authorized by the Company.
Affiliate shall not modify the Company’s logo or product images. If Affiliate wishes to use edited materials, Affiliate must request the Company’s approval and the Company may choose to create or approve such edits in its discretion.
Affiliate shall not engage in unlawful, deceptive, abusive, spam-based, or unethical marketing practices.
7. Required Disclosures and Compliance
Affiliate must comply with all applicable laws, rules, regulations, and platform policies in connection with the program and its promotional activities.
Affiliate must clearly and conspicuously disclose the material connection between Affiliate and the Company whenever required by law or applicable guidance, including disclosure that Affiliate may receive a commission from qualifying purchases made through Affiliate’s referral link.
Affiliate is responsible for ensuring that all statements made by Affiliate are truthful, accurate, and consistent with Company-approved information.
8. Referral Links and Attribution
The Company will provide each approved Affiliate with a unique referral link or other designated tracking method.
A qualifying order may be attributed to the Affiliate when a customer accesses the Company’s website through the Affiliate’s referral link and completes a purchase in a manner recognized by the Company’s tracking system.
The Company’s current intent is to use a tracking cookie or similar attribution method with a thirty (30) day attribution window. During that period, purchases may continue to be attributed to the Affiliate in accordance with the Company’s tracking settings and records.
The Company’s internal records, including affiliate platform records and order records, shall control in resolving any attribution or commission dispute.
9. Commission Structure
Commission rates may vary by affiliate category, campaign, or approved arrangement. The Company’s current concept is to use percentage-based commissions that may differ for individuals, business accounts, interior designers, or other approved categories. Final commission rates and categories shall be set by the Company and may be communicated in the affiliate dashboard, onboarding materials, written notice, or a separate commission schedule.
Unless the Company states otherwise in writing, commissions apply only to qualifying sales of Company products sold directly through the Company’s designated sales channels and properly attributed to the Affiliate.
Custom orders, special projects, or other non-standard transactions may be excluded from commissions or handled under a separate written arrangement.
10. Commission Basis
The Company intends that percentage-based commissions be calculated on the applicable sale value determined by the Company and reflected in its records. The Company may further define the commission base by policy, including whether commissions are calculated on pre-tax subtotal, post-adjustment subtotal, or another stated amount.
Shipping charges, sales tax, duties, fees, custom charges, and similar amounts may be excluded from the commission base unless the Company expressly states otherwise in writing.
If platform limitations or technical settings affect displayed commission estimates, the Company may manually adjust final commission payouts so that payments align with the Company’s stated commission policy.
11. Excluded Transactions
No commission is earned on an Affiliate’s own purchases, self-referrals, or orders reasonably determined by the Company to have been made primarily for the Affiliate’s own benefit or to abuse the program.
The Company reserves the right to deny or reverse commission for fraudulent transactions, duplicate transactions, invalid transactions, suspicious activity, or orders that violate this Agreement.
12. Refunds, Cancellations, Chargebacks, and Adjustments
Commissions are earned only on completed, paid, and non-refunded qualifying sales.
If an order is canceled, refunded, partially refunded, returned, charged back, disputed, or otherwise adjusted after commission is tracked or paid, the related commission may be reduced, reversed, canceled, or offset against future commissions.
13. Payouts
Commissions tracked during a calendar month will remain pending during the following calendar month to allow for refund, return, cancellation, chargeback, fraud, attribution, tax, and administrative review.
For example, commissions tracked during May will generally remain pending during June and, if approved and payable, will be initiated on or about the first (1st) business day of July. Commissions tracked during June will generally remain pending during July and, if approved and payable, will be initiated on or about the first (1st) business day of August.
A commission is not considered approved, earned, or payable until the Company has confirmed that the related order is completed, paid, properly attributed, and not refunded, canceled, returned, charged back, disputed, fraudulent, or otherwise subject to adjustment under this Agreement.
Approved payouts will generally be initiated on or about the first (1st) business day of the applicable payout month. Actual receipt of funds may vary depending on payout method, bank processing times, weekends, holidays, tax or compliance review, missing payout information, or other administrative factors.
Payouts may be made by bank transfer or by another method designated by the Company.
At this time, the Company does not intend to impose a minimum payout threshold, but reserves the right to implement one later upon notice to Affiliates.
14. Tax Forms and Tax Responsibility
Affiliate is solely responsible for all taxes, filings, reporting obligations, and other governmental charges arising from Affiliate’s participation in the program and any commissions paid to Affiliate.
Affiliate shall provide any tax forms, certifications, or other information reasonably requested by the Company before payout, including without limitation a completed IRS Form W-9 where applicable.
The Company may withhold, delay, or refuse payment until required tax or compliance information is received and verified.
15. Intellectual Property and Brand Use
The Company retains all right, title, and interest in and to its trademarks, service marks, trade names, logos, product images, website content, marketing assets, and other intellectual property.
Affiliate receives a limited, non-exclusive, revocable, non-transferable right to use Company-provided promotional materials solely for approved affiliate promotion under this Agreement.
Except as expressly permitted in writing, Affiliate may not alter, sublicense, sell, copy for unrelated purposes, register, or claim ownership of the Company’s branding or materials.
16. Application Review, Suspension, and Termination
The Company may suspend, restrict, or terminate an Affiliate account at any time, with or without cause, and with or without prior notice.
Either party may terminate participation in the program at any time.
The Company may immediately terminate the Agreement or suspend the account for misconduct, suspected abuse, legal risk, reputational risk, noncompliance, or violation of this Agreement.
Upon termination, no new commissions will accrue on transactions occurring after the effective termination date. Subject to this Agreement, valid commissions attributable to qualifying transactions occurring before termination may remain payable.
17. Modifications to the Program
The Company may modify this Agreement, the program structure, commission rates, payout terms, categories, permitted methods, and other program terms upon notice to Affiliate.
Continued participation in the program after such notice constitutes acceptance of the modified terms.
18. Limitation of Liability
To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, business opportunity, goodwill, data, or anticipated earnings arising out of or related to this Agreement or the affiliate program, even if advised of the possibility of such damages.
To the maximum extent permitted by law, the Company’s total liability arising out of or related to this Agreement shall not exceed the total commissions actually paid or payable to Affiliate under this Agreement during the six (6) months preceding the event giving rise to the claim.
19. Indemnification
Affiliate shall defend, indemnify, and hold harmless the Company and its owners, managers, officers, employees, representatives, successors, and assigns from and against any claims, demands, damages, liabilities, judgments, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to Affiliate’s acts or omissions, Affiliate’s breach of this Agreement, Affiliate’s promotional content, or Affiliate’s violation of any law, regulation, platform rule, or third-party right.
20. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law rules.
Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Massachusetts, and each party consents to the personal jurisdiction and venue of those courts.
21. Miscellaneous
Affiliate may not assign or transfer this Agreement or any rights under it without the Company’s prior written consent.
If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.
This Agreement constitutes the entire agreement between the parties regarding the affiliate program and supersedes prior discussions or understandings on that subject.
The Company’s failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any other provision.
22. Signatures
This Agreement may be accepted electronically through the Company’s affiliate application, signup form, onboarding process, affiliate platform, or other electronic method designated by the Company.
By submitting an affiliate application, checking a box indicating acceptance of this Agreement, clicking an acceptance button, creating an affiliate account, or participating in the Company’s affiliate program after being presented with this Agreement, Affiliate acknowledges that Affiliate has read, understood, and agrees to be bound by this Agreement and any program terms, policies, schedules, or guidelines incorporated by reference or provided by the Company.
If Affiliate is applying on behalf of a business, organization, studio, gallery, showroom, or other entity, the person submitting the application represents and warrants that they are authorized to accept this Agreement on behalf of that entity.
The Company may maintain electronic records of Affiliate’s acceptance, including application records, timestamped form submissions, account records, platform records, email confirmations, IP address records, or other electronic evidence of acceptance. Such records may be used to demonstrate Affiliate’s acceptance of this Agreement.
Manual or electronic signatures may also be used if requested by the Company, but a separate physical signature is not required for this Agreement to be effective if Affiliate has accepted the Agreement electronically.