Pet Nutrition Products Affiliate Agreement

This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the Affiliates Program of Pet Nutrition Products, Inc., and the establishment of links from your affiliate website to our website www.PetNutritionProducts.com.

First, you need to submit a complete Affiliate Program Application. We will evaluate your application and will notify you of your acceptance or rejection in 1 to 2 business days. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Affiliate Program for any reason. If we reject your application, you are welcome to reapply to the Affiliate Program at any time.

• Sites that promote sexually explicit material or violence.
• Sites that promote discrimination based on race, sex, religion, national origin, or physical disability.
• Sites that promote illegal activities.
• Website in languages other than English

Affiliate agrees to not utilize SPAM in promoting Pet Nutrition Products, Inc. This action may result in the immediate suspension or termination of Affiliate account with a cancellation of any pending commissions. Affiliate will also be in violation of the Pet Nutrition Products, Inc. Affiliate Agreement and subject to legal action and be held liable for any financial loss incurred by Pet Nutrition Products, Inc. Any service interruptions to Pet Nutrition Products, Inc. as a result of Affiliates spamming will be billed to Affiliate at 500 U.S. dollars per hour until service is restored.

For the purpose of this agreement SPAM is defined as emailing ANYONE, in bulk or by single mailing, about Pet Nutrition Products, Inc., who has not specifically requested the information directly from Affiliate. The ONLY exceptions to this are:

• Mailing to APPROPRIATE OPT-IN mailing lists where the source does the mailing on Affiliate's behalf. However, use extreme caution when choosing an opt-in mailing list company! Using anything but the most reputable sources could generate spam complaints against Affiliate resulting in suspension or termination.
• You may include information on Pet Nutrition Products, Inc. in email Acknowledgement Messages for orders and inquiries that you receive so long as it is stated upfront that you will be sending them an acknowledgement.

Pet Nutrition Products, Inc. also considers ANY type of advertisement about Pet Nutrition Products, Inc. posted to a Newsgroup or Chat Room to be spam. Violators will be fined at 100 U.S. dollars per incident.

As an Affiliate Site, we will make available to you Links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link") and banners, which, subject to the terms and conditions hereof, you may display as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of our Affiliate Network and will establish a link from your site to ours. You will also have the opportunity to establish a pet products store on your site using our product data feed.

• Links:
  Subject to the terms of clause © below, we will provide you with Links, which will consist of a graphic images or text provided by us (and subject to change from time to time in our sole discretion). These Links will connect your site directly to ours. By utilizing these Links, users of your site will be able to order, directly from us, any product(s) that were described or referenced on our site.
• Agreements Regarding Links:
  In utilizing Links, you also agree that you will display in your site only those graphic images (indicating a Link) that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this Agreement. All Affiliate Sites shall display such graphic images prominently in relevant sections of their site. 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. 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 site.

As an Affiliate Site, you are prohibited from bidding on the following Pet Nutrition Products, Inc. trademarks, domain names and or variations of them and any that were overlooked in this agreement but obvious in their nature:

• Pet Nutrition Products, Inc.
• Pet Nutrition Products
• Pet Nutrition Product
• PetNutritionProducts.com
• www.PetNutritionProducts.com
• PetNutritionProduct.com
• www.PetNutritionProduct.com
• For Better Pet Health

Affiliates who among other keywords (or exclusively) bid on the above keywords and key-phrases, be it separately or in combination with other keywords, will be considered affiliate program TOS violators, and will be removed from the affiliate program. Prior to the removal from the program, we will make every effort possible to contact such affiliates. However, we do reserve the right of removing a PPC Bidding Rules violator from the program without prior notice sent to such affiliate.

We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. We will be solely responsible for processing every order placed by a customer following a special Link from your site, for tracking the volume and amount of sales generated by your site, and for providing information to Affiliate Sites regarding sales statistics. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service.

If you qualify and agree to participate as an Affiliate Site, you shall display Links prominently throughout your site as you see fit and with our consent.

• Contests and Promotions:
  1. As an Affiliate Site, you will be entitled to participate and promote on your site any sweepstakes, contests, and special promotions we may offer. In addition, you will be entitled to earn commissions as set forth in sections 7 and 8 below.
  2. Only offers and promotional tools provided explicitly by Pet Nutrition Products, Inc. for use on an affiliate site are valid.
  3. The unauthorized use of promotional offers taken from another website is strictly forbidden and may result in the termination of this agreement.
• Compliance with the Agreement:
  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.
• Update to Provide Commerce search policy:
  1. Affiliates cannot use Pet Nutrition Products, Inc. visible url - you must not represent yourself as the Pet Nutrition Products, Inc. site. ie: Affiliates can't use www.PetNutritionProducts.com but they can use www.affiliatesamplesite.com.
  2. Affiliates can't use our registered mark, trademark, or copyright symbol.
  3. Violation of the above terms will result in your participation in the program ending immediately.

The purchase price of pet products will count toward the total sales during the calendar month in which such products are sold. Only products that are sold by us (to users of your site linked to our site), shipped to a customer, and for which we have received full payment will qualify for a commission. Commission rates will be equal to Fifteen Percent (15%). Commissions exclude amounts collected by us for sales taxes, duties, gift-wrapping, shipping, handling, and similar charges, and amounts due to credit card fraud and bad debt ("Net Sales"). Commissions are up to the sole discretion of Pet Nutrition Products and are eligible to change at any point. All available products on our site will be included in the computation of Net Sales.

• Subject to clause (b) below, based on Net Sales received by us in connection with sales of products purchased by your users through a Link to our site, we will send a commission check for the applicable commission (less any taxes required to be withheld under applicable law) to you on a monthly basis.
• The affiliate will be paid monthly, the first period starting on the date the affiliate is accepted into the network. If the affiliate's commission for any month is less than $20, the total amount will be carried to the next month. Once commission passes $20, a check will be sent to the affiliate monthly for the complete amount owed to the affiliate until the end of the month.

You will be given a user name and password and have the ability to enter a password-protected site to receive your sales statistics on a daily basis.

You are solely responsible for ensuring that reviews, descriptions, and articles on your site comply with applicable copyright and other laws. You must have express permission to use another party's copyrighted or other proprietary material. We are not responsible for violations.

Customers who buy Pet Nutrition Products, Inc. products through the Affiliate Program will be deemed to be customers of Pet Nutrition Products, Inc. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and 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 our products sold under the Affiliate Program in accordance with our own pricing policies. Our prices and product availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you should not include price information in your product descriptions.

You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent, which we agree shall not be unreasonably withheld.

• WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OUR SITE THROUGH THE LINKS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS AND UNDER THE CONDITIONS PROVIDED FOR HEREIN, TO USE OUR LOGOS, TRADE NAMES, TRADEMARKS, AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF SELLING PRODUCTS ON YOUR SITE FOR PET NUTRITION PRODUCTS, INC. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY WITHOUT WRITTEN PERMISSION. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS WHILE YOU ARE A MEMBER IN GOOD STANDING OF THE AFFILIATES PROGRAM.
• You shall not make any specific use of any Licensed Materials for purposes other than selling products on your site for Pet Nutrition Products, Inc., without first submitting a sample of such to us and obtaining the prior written consent of your Pet Nutrition Products, Inc. Affiliate Program Manager, which shall not be unreasonably withheld. 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.
• 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. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

• You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; creating and posting product, descriptions, and references on your site and linking those descriptions to our site; the accuracy and propriety of materials posted on your site (including, but not limited to, all Pet Nutrition Products, Inc. related materials); ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not otherwise illegal.
• We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

The term of this Agreement will begin upon our acceptance of your Affiliate 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 and with or without notice of termination. You are only eligible to earn commission fees on sales occurring during the term, and fees earned through the date of termination will remain payable only if the related product orders are not cancelled. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

We may modify any of the terms and conditions contained in this Agreement, at any time in our sole discretion. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your recourse is to terminate this agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement will constitute binding acceptance of the change.

You and Pet Nutrition Products, Inc. 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.

We make no express or implied warranties or representations with respect to the Affiliate Program or any products sold through the Affiliate Network (including, without limitation, warranties of fitness, merchantability, or any implied warranties arising out of course of performance, dealing, or trade usage). 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.

You hereby represent and warrant to us as follows:

• This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable in accordance with its terms.
• The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions discussed herein 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 you or your assets.
• 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 (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.
• 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 discussed herein.
• 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.

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto 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, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.

We will not be liable for indirect, special, 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. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commission fees paid or payable to you under this Agreement.

You hereby agree to indemnify and hold harmless Pet Nutrition Products, Inc., and its 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, content therein not attributable to us.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

This Agreement will be governed by the laws of the United States and the State of Florida, 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 the county of Orange, 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 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 c constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.