1. Enrollment in the Affiliate Network
To begin the enrollment process, you will submit a complete Affiliate Network application via our Print Order Affiliate Site. We will evaluate your application and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine in our sole discretion that your site is unsuitable for the Affiliate Network for any reason, including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable. If we reject your application, you are welcome to reapply to the Affiliate Network at any time.

2. Promotion of Our Affiliate Relationship
As an Affiliate, we will make available to you a registered copy of the Print Order program in which orders received by the program will be identifiable to your registered ID.   The Affiliate may copy and distribute their registered copy of the Print Order program as needed to promote orders.

3. Order Processing
We will have the sole right and responsibility for processing any orders placed by customers using the Print Order program and accepted by Galleria Ventures, LLC. We will also have the sole right and responsibility for order entry, payment processing, shipping, cancellations, returns, and related customer service; for tracking the volume and amount of digital photo print product sales generated by your registered version of the Print Order program.

4. Policies and Pricing
Customers who place orders with the Print Order program will be deemed to be customers of Galleria Ventures, LLC. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, payment processing, shipping, cancellations, returns, customer service, license agreements and product sales will apply to those customers. We may change our rules, policies and operating procedures at any time without notice to you. For example, we will determine in our own discretion the prices to to be charged for products sold under the Print Order Affiliate Network in accordance with our own pricing policies.  We cannot guarantee the availability or price of any particular Galleria Ventures, LLC product offer. We reserve the right to reject any order for any reason or for no reason.

5. Referral Fee Determination
You will earn commissions on all sales received from the use of your registered version of the Print Order program and from other registered versions of the Print Order program in which you have directly sponsored registered affiliates.

Commission fees will be calculated and paid based on the volume of sales generated by your registered Print Order program and sales generated by your directly sponsored affiliate's registered Print Order program in accordance with the following: a. five percent (5%) of the aggregate amount actually paid to us by any user of a copy of the applicable Print Order program, but excluding amounts collected, charged or paid by us for sales, use, excise, customs, value-added, withholding or other taxes or duties (other than taxes on Galleria Ventures, LLC’s net income); gift-wrapping; shipping, transmission, handling, insurance, service and similar charges; and amounts paid or credited by Galleria Ventures, LLC for credit card fraud, bad debt, returns, rebates, exchanges and/or discounts ("Net Sales"). 

6. Referral Payment
a. Sales commissions will be accumulated on a calendar monthly basis. Subject to the terms and conditions of this Agreement, including, without limitation, Sections 4 and 5 and clause 6(b) below, approximately thirty (30) days after the end of each calendar month, we will make a statement of activity available and a commission check in U.S. dollars for the applicable earnings,  (less any taxes or other amounts required to be withheld under applicable law or this Agreement) earned on Net Sales received by us in connection with users of your registered Print Order program.  
b. If the commissions payable to you for any calendar month does not exceed twenty dollars (US$20.00), we will hold those commissions until (i) the total amount due to you hereunder exceeds twenty dollars (US$20.00) or (ii) this Agreement is terminated (if earlier). Upon the occurrence of (i) or (ii), you will be paid all unpaid referral fees to which you are entitled hereunder, subject to Section 8 (Term of the Agreement).

7. Additional Obligations Regarding Your Affiliate Site
a. You will be solely responsible for the development, operation, and maintenance of your Affiliate marketing efforts. 
b. You are solely responsible for ensuring that product reviews, product descriptions, and related articles on you use for your marketing efforts are accurate and comply with all applicable copyright and other laws. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law.
c. We disclaim all liability for all such matters set forth in clauses 7(a) and 7(b). Further, you will indemnify and hold harmless, and at our request defend, Galleria Ventures, LLC, and its subsidiaries and affiliates, and its and their directors, officers, employees, agents, shareholders, partners, members, and other owners, from all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including, without limitation, attorneys' fees and costs) relating to the development, operation, maintenance, and/or contents of your marketing efforts.

8. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Affiliate registration application and will continue until 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. You are only eligible to earn referral fees on sales of Qualifying Products occurring during the term, and fees earned through the date of termination will remain payable only if the related book orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon any termination of this Agreement, all rights granted hereunder to you shall immediately terminate.  Termination of this Agreement by either party shall not act as a waiver of any breach of this Agreement and shall not act as a release of either party from any liability for breach of such party’s obligations under this Agreement. Neither party will be liable to the other for damages of any kind which arise solely as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by a party will be without prejudice to any other right or remedy of such party under this Agreement or applicable law. Sections 7(c), and Sections 8 through 21 shall survive any termination of this Agreement.

9. Modification
We may modify any of the terms and conditions contained in this Agreement, at any time in our sole discretion. In such event, you will be notified by email and a change notice or a new agreement will be posted on our galleriaventures.com Site. Modifications may include, but are not limited to, changes in the scope of available direct commissions, commission for sponsored affiliates, schedules, payment procedures, and Affiliate Network rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE NETWORK FOLLOWING OUR EMAIL AND POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR galleriaventures.com SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

10. Relationship of Parties
You and Galleria Ventures, LLC 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 Affiliate Site or otherwise, that reasonably would contradict anything in this Section.

11. Disclaimers by Galleria Ventures, LLC
WE DO NOT MAKE ANY, AND HEREBY DISCLAIM, ALL WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE AFFILIATE NETWORK, PRINT ORDER PROGRAM,  OR OTHER LICENSED MATERIALS, OR ANY PRODUCTS SOLD THROUGH THE AFFILIATE NETWORK (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE); AND SUCH ITEMS ARE PROVIDED ON AN "AS IS" BASIS. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR Galleria Ventures, LLC WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. This Section will be enforceable to the maximum extent allowed by applicable law.

12. Representations and Warranties by You
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, if applicable, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.
c. 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.
d. 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.

13. Confidentiality
a. "Confidential Information" means any and all information and/or material disclosed hereunder by a party to the other party (whether in writing, oral, graphic, electronic or in any other form) that is marked as (or provided under circumstances reasonably indicating it is) confidential or proprietary, or if disclosed orally or in other intangible form, that is identified as (or provided under circumstances reasonably indicating it is) confidential at the time of disclosure and summarized in a writing transmitted to the other party within thirty (30) days of such disclosure. Confidential Information, includes, without limitation, the terms of this Agreement; business, financial and technical information, plans and materials; trade secrets; know-how; ideas; data; customer and vendor lists; pricing and sales information, and other information and materials concerning the disclosing party and/or its employees, consultants, investors, affiliates, licensors, suppliers, vendors, customers and other persons.
b. Except as otherwise provided in this Agreement or with the consent of the other party hereto, a party receiving any Confidential Information ("Recipient") from the other party ("Discloser") (i) shall hold all such Confidential Information in strict confidence, shall use and reproduce such information only to the extent reasonably required to exercise Recipient’s rights and/or fulfill Recipient’s obligations hereunder, and shall not use such Confidential Information for any purpose other than the purposes contemplated by this Agreement; and (ii) shall not disclose or otherwise make available, directly or indirectly, any of Discloser’s Confidential Information to any third party without the prior written permission of Discloser. Recipient, however, may disclose Discloser’s Confidential Information in confidence only to Recipient’s employees and agents who have a need to know such Confidential Information, and who are each obligated by a written agreement to comply with confidentiality and non-disclosure obligations substantially similar to those set forth in this Section, and/or to Recipient’s lawyers, accountants, banks and financing sources, who each owe a legal and binding duty of confidentiality to Recipient. Recipient shall take all reasonable measures, and in any event no less than the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but no less than reasonable care), to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of Discloser’s Confidential Information. The restrictions on use and disclosure set forth in this Section shall survive for a period of three (3) years after the effective date of any termination of this Agreement.
c. The foregoing restrictions on disclosure and use set forth in Section shall not apply with respect to any Confidential Information to the extent which such Confidential Information: (i) is now or later becomes publicly known through no act or omission of Recipient; (ii) was known by Recipient prior to receipt from Discloser; (iii) becomes known to Recipient without confidential or proprietary restriction from a source other than Discloser that does not owe a duty of confidentiality to Discloser with respect to such Confidential Information or without breach of any obligation to Discloser; or (iv) is independently developed by Recipient without the use of the Confidential Information of Discloser. In addition, Recipient may use or disclose Confidential Information to the extent (a) approved in advance in writing by Discloser and/or (b) Recipient is legally compelled to disclose such Confidential Information by applicable law, rule, regulation, court or legal process (including, without limitation, the Securities 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), provided, however, that prior to any such compelled disclosure, Recipient shall cooperate reasonably with Discloser in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In addition, notwithstanding anything in this Agreement to the contrary, (1) Galleria Ventures, LLC will be free to use and disclose for any purposes any information or material that is provided to Galleria Ventures. LLC by (or collected by us regarding) any user of your registered Print Order program and/or that relates to any activity by any such user of the Print Order program, including, without limitation, any transaction entered into by such user with Galleria Ventures, LLC; and (2) as between you and us, any such information or material will be deemed to be the Confidential Information and property of Galleria Ventures, LLC.

14. Limitation of Liability
Galleria Ventures, LLC WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE AFFILIATE NETWORK, HOWEVER CAUSED, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF (OR IF WE ARE AWARE OF OR SHOULD HAVE BEEN AWARE OF) THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE AFFILIATE NETWORK UNDER ANY LEGAL THEORY WILL NOT EXCEED THE TOTAL REFERRAL FEES PAYABLE TO YOU UNDER THIS AGREEMENT.

15. Indemnification
You hereby agree to indemnify and hold harmless, and at our request defend, Galleria Ventures, LLC, and its subsidiaries and affiliates, and its 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 and costs) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of, are based on or relate to (i) any claim that use of the Print Order program infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other 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 Affiliate WEB Site, including, without limitation, content therein not attributable to us.

16. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR AFFILIATE WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN THE EXPRESS OBLIGATIONS OF Galleria Ventures, LLC SET FORTH IN THIS AGREEMENT.

17. Governing Law and Jurisdiction
This Agreement will be governed by the laws of the United States and the State of Arizona, without reference to rules governing choice of laws. 

18. Assignment
You may not assign, sublicense, transfer or otherwise convey this Agreement or any of your rights hereunder, or delegate any of your duties, in whole or part, whether voluntarily, by operation of law or otherwise (including, without limitation, pursuant to a change of control), without our prior written consent, which may be withheld in our sole discretion. Any attempted or purported assignment, sublicense, transfer, conveyance or delegation by you other than in accordance with this Section shall be null and void. We shall have the right to assign, sublicense, transfer or otherwise convey this Agreement or any of our rights hereunder to any third party and delegate any of our obligations hereunder to such third party. Any such assignment by us shall be without further liability or recourse to us. Subject to the foregoing, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.

19. Waiver
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 a provision or any other provision of this Agreement, nor will any delay or omission on our part to exercise or avail ourselves of any right or remedy that we have or may have hereunder operate as a waiver of any right or remedy.

20. Severability
In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, the remaining portions hereof shall remain in full force and effect and such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed to the extent necessary to make such provision valid and enforceable.