AFFILIATE AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
This is a legal agreement between you and Honest Paws. By submitting the online application, you are agreeing that you have read and understand the terms and conditions of this agreement and that you agree to be legally responsible for each and every term and condition.
1. Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Honest Paws' Affiliate Program. The purpose of this Agreement is to allow linking between your website and the HonestPaws.com website.
Please note that throughout this Agreement, "we," "us," and "our" refer to Honest Paws, and "you," "your," and "yours" refer to the affiliate.
2. Affiliate Obligations
2.1. Enrollment Process
To begin the enrollment process, you will complete and submit the online application at the awin.com server. We reserve the right to approve or deny all applications, as well as re-evaluate your application at a later time.
We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program at our discretion, including if it:
2.1.1. Promotes or includes any business practices that we deem inappropriate
2.1.2. Promotes violence or sexually explicit materials
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials that infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights or to violate the law
2.1.6. Includes "Honest Paws" or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable to us in our sole discretion
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are HonestPaws.com or any other affiliated business.
2.2. Use of Affiliate Resources
As a member of Honest Paws' Affiliate Program, you will have access to review our Program’s details and published content, download HTML code (which provides links to web pages within the HonestPaws.com website) and banner creatives, and browse and get tracking codes for our coupons and deals.
To accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
2.3. Link Placement Review
We reserve the right, at any time, to review your placement and approve the use of your links. We may require that you change the placement or use to comply with the guidelines provided to you.
2.4. Site Maintenance
The maintenance and updating of your site will be your responsibility. We may monitor your site as we feel necessary to ensure it is up-to-date and to notify you of any changes that we feel should enhance your performance.
2.5. Compliance with Intellectual Property Laws
It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work.
We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.
3. Honest Paws' Rights and Obligations
3.1. Site Monitoring
We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to ensure that your links to our website are appropriate and to notify you further of any changes that we feel should be made.
If you do not make the necessary changes to your site, we reserve the right to terminate your participation in the Honest Paws Affiliate Program.
3.2. Termination for Fraud or Abuse
We reserve the right to terminate this Agreement and your participation in the Honest Paws Affiliate Program immediately and without notice to you should you commit fraud in your use of the Honest Paws Affiliate Program or should you abuse this program in any way.
If such fraud or abuse is detected, we shall not be liable to you for any commissions for such fraudulent sales.
3.3. Duration of the Agreement
This Agreement will begin upon our acceptance of your Affiliate application and will continue unless terminated hereunder.
4. Termination
Either you or we may end this Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or email.
In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
5. Modification
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Honest Paws' Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement.
Your continued participation in Honest Paws' Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6. Payment
Honest Paws uses a third party to handle all of the tracking and payment. The third party is the awin.com affiliate network.
Kindly review the network’s payment terms and conditions.
7. Access to Affiliate Account Interface
You will create a password so that you may enter awin’s secure affiliate account interface.
From their site, you will be able to receive your reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions
8.1. Advertising Guidelines
You are free to promote your own websites, but naturally, any promotion that mentions Honest Paws could be perceived by the public or the press as a joint effort.
You should know that certain forms of advertising are always prohibited by Honest Paws. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name.
Other generally prohibited forms of advertising include:
- The use of unsolicited commercial email (UCE)
- Postings to non-commercial newsgroups
- Cross-posting to multiple newsgroups at once
In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address.
You may use mailings to customers to promote Honest Paws as long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings.
You may also post to newsgroups to promote Honest Paws as long as the news group specifically welcomes commercial messages.
At all times, you must clearly represent yourself and your websites as independent from Honest Paws. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Honest Paws Affiliate Program.
Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. PPC Bidding Restrictions
Bidding on the following keywords is not permitted by affiliates in their Pay-Per-Click campaigns, among other keywords or exclusively: HonestPaws.com, Honest Paws, www.Honest Paws, www.HonestPaws.com, and/or any misspellings or similar alterations of these.
Be it separately or in combination with other keywords, affiliates who bid on these keywords without express written consent will be considered trademark violators and will be banned from Honest Paws' Affiliate Program.
We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice and on the first occurrence of such PPC bidding behavior.
8.3. Prohibited Marketing Techniques
Affiliates shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Honest Paws' site (i.e., no page from our site or any HonestPaws.com’s content or branding is visible on the end-user’s screen).
As used herein:
“Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer-initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through installed software, causing pop-ups, commission tracking cookies to be placed or other commission tracking cookies to be overwritten where a user would normally have arrived at the same destination through the search results (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot, and similar search or directory engines); (c) set commission tracking cookies through loading of Honest Paws' site in IFrames, hidden links, and automatic pop-ups that open Honest Paws' site; (d) targets text on websites, other than those websites 100% owned by the application owner, for contextual marketing purposes; (e) removes, replaces, or blocks the visibility of Affiliate banners with any other banners, other than those that are on websites 100% owned by the owner of the application.
9. Grant of Licenses
9.1. Access and Use of Licensed Materials
We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose.
You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Honest Paws' Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Honest Paws and the goodwill associated therewith will inure to the sole benefit of Honest Paws.
9.2. Use of Proprietary Materials
Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene, or that otherwise portrays the party in a negative light.
Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
10. Disclaimer
HONEST PAWS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING HONEST PAWS SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN.
ANY IMPLIED WARRANTIES OF HONEST PAWS ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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.
11. Representations and Warranties
You represent and warrant that:
11.1. 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;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL HONEST PAWS’ CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
13. Indemnification
You hereby agree to indemnify and hold harmless Honest Paws, its subsidiaries, affiliates, 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;
(iii) any claim related to your site, including, without limitation, content therein not attributable to us.
14. Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party.
Each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15. Miscellaneous
15.1. Independent Contractor Status
You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Honest Paws.
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 site or any other of your sites or otherwise, that reasonably would contradict anything in this Section.
15.2. Assignment of Rights
Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
15.3. Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas without regard to the conflicts of laws and principles thereof.
15.4. Amendments
You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. Entire Agreement
This Agreement represents the entire agreement between us and you and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. Headings
The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
15.7. Severability
If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
