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This Agreement contains the complete terms and conditions that apply to
your participation as an affiliate in the Charity Network of Pet Nutrition Products, Inc., and the establishment
of links from your affiliate website to our website "PetNutritionProducts.com."
- Enrollment in the Charity Network
First, you need to submit a complete Charity Network application. 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 (at our sole discretion) that your site is unsuitable for the Charity Network
for any reason.
If we reject your application, you are welcome to reapply to the Charity Network at any time.
- Prohibited Sites
- 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.
- Spam
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. Charity 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 200 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.
- Promotion of Our Affiliate Relationship
As an Affiliate Site, we will make available to you For Better Pet Health 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 Charity Network and will establish a link from your site to ours. You will also
have the opportunity to establish a Co-Branded Dog Store on your site.
- For Better Pet Health Links:
Subject to the terms of clause © below, we will provide you a For Better Pet Health Link, which will consist of a graphic
image provided by us (and subject to change from time to time in our sole discretion) containing Pet Nutrition Products,
Inc. logo and words and images. This link will connect your site directly to our flower sales transaction area (Chris…insert
where you are directing the link). By utilizing this Link, users of your site will be able to order, directly from us, any
product(s) that were described or referenced on our site.
- Subject Area Links:
Subject to the terms of clause © below, we will also provide a Subject Area Link, which will consist of a graphic image
provided by us (and subject to change from time to time in our sole discretion) which shall contain Pet Nutrition Products,
Inc. logo or other art image owned by Pet Nutrition Products, Inc. related to the section of your site in which the Subject
Area Link is placed.
- Agreements Regarding Links:
In utilizing For Better Pet Health Links and Subject Area 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. (in our case, we want most of the links to our home page).
- Our Responsibilities
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.
- Other Responsibilities and Opportunities of Affiliated Sites
If you qualify and agree to participate as an Affiliate Site, you shall display For Better Pet Health
Links prominently throughout your site as you see fit and with our consent.
- Contests and Promotions:
- As an Affiliated 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.
- Only offers and promotional tools provided explicitly by Pet Nutrition Products, Inc. for use on an
affiliate site are valid.
- 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:
- 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.
- Affiliates can't use our registered mark, trademark, or copyright symbol.
- Violation of the above terms will result in your participation in the program ending immediately.
- Commission Determination
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, amounts due to
credit card fraud and bad debt, and credits for returned goods ("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.
- Commission Payment
- 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 fee check for the applicable commission fee (less any taxes
required to be withheld under applicable law) to you approximately fifteen (15) days after the end of each month anniversary
of the date of acceptance of your application.
- 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 at the end of the month for the complete amount owed to the affiliate
until the end of the month.
- 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.
- Your Responsibilities
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.
- Policies and Pricing
Customers who buy Pet Nutrition Products, Inc. products through the charity network 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 charity network
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.
- Publicity
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.
- Licenses and Use of the Pet Nutrition Products, Inc. Logos and Trademarks
- 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 NETWORK.
- 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.
- Obligations Regarding Your Site
- 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 flowers, 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.
- Term of the Agreement
The term of this Agreement will begin upon our acceptance of your charity network 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. 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.
- Modification
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 charity network rules. If any modification is unacceptable to you, your
recourse is to terminate this agreement. Your continued participation in the charity network following our posting of a
change notice or new agreement on our site will constitute binding acceptance of the change.
- Relationship of Parties
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.
- Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate
Network or any products sold through the charity 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.
- Representations and Warranties
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.
- Confidentiality
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.
- Limitation of Liability
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 charity network, even if we have been
advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and
the charity network will not exceed the total commission fees paid or payable to you under this Agreement.
- Indemnification
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.
- Independent Investigation
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 charity network AND ARE NOT
RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
- Governing Law
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
onstitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.
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