Dutch Pet, Inc.

Dutch Affiliate Program Terms and Conditions1. Company Information & JurisdictionTERMS AND CONDITIONSThese Terms and Conditions (this “Agreement”) concern the website (together with its pages and features, the “Site”) as well as those certain products and services provided on, through, or in relation to the Site including, without limitation, the veterinarian or veterinary-related products or services offered by Margot Health, P.C. (the “P.C.”) or affiliate veterinarians or veterinary-practices (collectively, the “Affiliated Vets” and, together with the P.C., the “Practitioners”) that are affiliated with Dutch Pet, Inc., a Delaware corporation (“Company”). This Agreement is made and entered into by and between you and any person helping you visit, access, register with and/or use the Site (collectively, “you” or “your”), on the one side, and Company on the other side. You and Company are sometimes referred to herein each as a “Party” and together as the “Parties.”Dutch Pet, Inc. Attn: Copyright Agent, 815 Arnold Drive, Suite 1A, Martinez, California 94553, email: copyright@dutchpet.comGoverning Law. This Agreement, the additional terms, conditions, and policies referenced herein (including, without limitation, the Site’s Privacy Policy), your access or use of the Site, your transactions on, through or in relation to the Site, your purchase or use of any products or services offered, sold, marketed or provided on, through or in relation to the Site (including, without limitation, any products or services offered by the Practitioners on or through the Site), all information disclosed or received on, through or in relation to the Site (including, without limitation, personal information and non-personal information), all content found on, through or in relation to the Site, all information, communications and statements made on, through or in relation to the Site (including, without limitation, your express consent to Company sending or otherwise communicating with you via any electronic means or forms, e.g., e-mail, telephone, text message), the Parties’ relationship, and/or all disputes, controversies and claims arising from or concerning any or all of the foregoing (whether grounded in contract, tort, statute, law or equity) shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Delaware in the United States of America and applicable federal law of the United States of America, regardless of its place of execution, its place of performance and any conflicts of law analysis. For the avoidance of any doubt, the United Nations Convention on Contracts for the International Sale of Goods shall have no application whatsoever.2. Affiliate Program StructureAFFILIATE PROGRAMPARTNER AGREEMENTThank you for considering the Dutch Pet, Inc, Affiliate Program (the “Program”). We will evaluate your inquiry, and if approved, you will be eligible to participate in the Program, on the terms and conditions set forth below (collectively, this “Agreement”). Participation in the Program and any rights and licenses granted under this Agreement are expressly conditioned on and subject to agreement by Partner (defined below) of all the terms and conditions set forth in this Agreement.This Agreement is between Dutch Pet, Inc and/or its subsidiaries (collectively, “Dutch Pet, Inc,” “we,” or “us”) and the individual or entity participating in the Program and/or any individual, agent, employee, representative, network, parent, subsidiary, affiliate, successor, related entities, assigns, and all other individuals or entities acting on its behalf, at its direction, under its control, or under the direction or control of the same individual or entity who controls it (collectively, “you” or “Partner”). Dutch Pet, Inc operates the Program through the ShareASale platform (the “Platform”).BY CLICKING “I AGREE”, CHECKING A RELATED BOX TO SIGNIFY YOUR ACCEPTANCE, USING ANY OTHER ACCEPTANCE PROTOCOL PRESENTED THROUGH THE PLATFORM OR OTHERWISE AFFIRMATIVELY ACCEPTING THIS AGREEMENT, YOU HEREBY REPRESENT AND WARRANT THAT (A) YOU ARE AT LEAST 18 YEARS OF AGE, (B) YOU ARE DULY AUTHORIZED TO ENTER INTO AND BIND PARTNER TO THIS AGREEMENT, AND (C) YOU HAVE READ, ACCEPTED, AND AGREED ON BEHALF OF PARTNER TO BIND PARTNER TO THIS AGREEMENT.If you disagree with this Agreement or any terms or conditions herein, Partner’s sole remedy is to discontinue participation in the Program. We reserve the right to revise or remove any part of this Agreement in our sole discretion at any time upon notice to you, which may be provided by posting a change notice on the Platform or otherwise making reasonable efforts to communicate the change to you. Partner’s continued participation in the Program after such notice has been provided constitutes Partner’s acceptance of this Agreement as modified by such changes.AFFILIATE PROGRAM TERMS AND CONDITIONSAffiliate Links. After acceptance into the Program, Partner may be given access to one or more Links (defined below) that Partner may display on the Partner Website (defined below) or embed into Partner Materials (defined below). Partner may not allow any third party to display, embed, or otherwise use any Link without Dutch Pet, Inc’ prior written authorization. In any case, Partner is responsible for the use of all Links and must ensure any such use complies with this Agreement.“Dutch Pet, Inc Website” means the domains, URLs, and mobile apps owned and operated by Dutch Pet, Inc.“Link” or “Links” means a unique link or other code or functionality provided by or on behalf of Dutch Pet, Inc to Partner to be displayed on a Partner Website or embedded into Partner Materials.“Partner Materials” means promotional materials, ads, or other content used by Partner to direct traffic to the Dutch Pet, Inc Website.“Partner Website” means the domain(s), URL(s), or mobile application(s) owned and operated by Partner.Partner Obligations.Partner understands that their activities may involve public forums and their activities can impact the reputation of Dutch Pet, Inc. Given this dynamic, the Partner explicitly agrees to abide by the following rules: Partner must: Ensure the Partner Materials and the Partner Website and any other websites, applications, or materials that display, embed, or otherwise use a Link do not include any content that:is unlawful, defamatory, obscene, offensive, abusive, harassing, threatening, harmful, discriminatory, vulgar, or pornographic;is inappropriate with respect to race, gender, sexuality, ethnicity, other intrinsic characteristic, or otherwise as determined in Dutch Pet, Inc’ sole discretion;promotes violence, illegal activities, any form of hate speech, or discrimination based on race, sex, gender, religion, nationality, ethnic origin, disability, sexual orientation, age, or other protected status;invades any third party’s privacy or publicity rights;infringes any third party’s intellectual property rights;is false or misleading;is a promotional website posing as a non-promotional unbiased source of information (e.g., a “fake blog” “flog” or “flack blog”);is a review site purporting to provide unbiased, neutral, or objective reviews but actually accepts incentives in exchange for better rankings, recommendations, or reviews;appears to be unbiased journalism when it is in fact part of a marketing campaign;makes any recommendation or expresses any opinion about or otherwise discusses the trading of Dutch Pet, Inc’ stock;contains software downloads that could enable diversions of payments from other partners in the Program;resembles any Dutch Pet, Inc Website or could lead a user to believe it is owned or operated by Dutch Pet, Inc;doesn’t have legally required or otherwise appropriate disclosures presented clearly and conspicuously;is directed at users under age 13;states or implies it has been endorsed by a medical professional;endorses Dutch Pet, Inc unless we have given our prior written approval for such endorsed content; and/orcontains viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, spyware, or any other similar software or programs that may damage the operation of another’s computer or property. Comply with all applicable laws, rules, regulations, and guidelines, including but not limited to privacy laws, all rules and guidelines of the Federal Trade Commission (the “FTC”), the Telephone Consumer Protection Act, the CAN-SPAM Act, and any state law equivalent of any of the foregoing (collectively, “Applicable Laws”). On any post where Dutch Pet, Inc has provided anything of value for said post, Partner will clearly and conspicuously declare and disclose the fact that the post was sponsored. In accordance with the foregoing, disclose the material connection to Dutch Pet, Inc as described in the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising. Follow the rules of any social media platform, if applicable, and not negatively engage with commenters. Cooperate with Dutch Pet, Inc to ensure compliance with Applicable Laws, including with respect to any opt-out and/or suppression lists provided by Dutch Pet, Inc. Ensure that any statement offered as fact, will indeed, be true. Comply with all branding and content guidelines provided by Dutch Pet, Inc. Use any content provided by Dutch Pet, Inc only as instructed by Dutch Pet, Inc and with no modifications. Comply with Dutch Pet, Inc’ Trademark Policy described below. Immediately upon the request of Dutch Pet, Inc remove and stop using any content related to Dutch Pet, Inc, including any Links and the Dutch Pet, Inc Trademarks. Partner must not: Post content created by others or steal the opinions or work of others Collect, process, disclose, or otherwise use any individual’s personal information in any way that violates Applicable Laws. Knowingly collect, process, disclose, or otherwise use any personal information of any individual under age 13 with respect to this Program via the Link. Create a false identity or duplicative accounts for the purpose of misleading or impersonating any person or entity. Offer any warranty, guarantee, or representation relating to Dutch Pet, Inc’ products or services, including as to the efficacy and safety of any products available through the Dutch Pet, Inc Website, without Dutch Pet, Inc’ prior written approval. Use, display, or offer to users any coupons, discount, or promotional codes unless such coupon, discount, or code has been provided to Partner by Dutch Pet, Inc for Partners’ use through the Program. State or imply that Dutch Pet, Inc products or services are available to customers outside the United States. Use links in Partner search ads that automatically redirect the user to the Dutch Pet, Inc Website. Use any Dutch Pet, Inc domains for any display or destination URL listings used in paid search campaigns or clock or mask the Dutch Pet, Inc website URL in search engines. Engage in or allow fraudulent clicks. Operate any parked domains or banner farms. Transmit through the Program or otherwise expose Dutch Pet, Inc to any virus, bug, Trojan horse, malware, disabling device, or other harmful code. Serve ad creative or drive traffic to ad creative using any downloadable applications or software (e.g., adware, pop-up/pop-under technologies, plug-ins) or serve ad creative that is not initiated by the affirmative action of the user. If Partner violates any of the above obligations, without limiting Dutch Pet, Inc’ rights to any other legal and equitable remedies, Dutch Pet, Inc may withhold payment and immediately terminate Partner’s participation in the Program. Trademark Policy. Dutch Pet, Inc has invested significant time and resources to developing our brands and through these efforts has developed a substantial reputation and goodwill in and to our family of trademarks throughout the United States and other jurisdictions worldwide (collectively, the “Dutch Pet, Inc Trademarks”), including but not limited to the registered and unregistered trademarks embodying our Dutch Pet, Inc brand. As such,Partner may not use the Dutch Pet, Inc Trademarks except as expressly authorized in writing by Dutch Pet, Inc. Without limiting the generality of the foregoing, Partner must comply with the following regarding the Dutch Pet, Inc Trademarks:Protected SEM Bidding Keywords. Partner must not bid on any Protected SEM Bidding Keywords (listed below) in any search engine auction.Negative Keywords. Partner must employ “negative keywords” directing the search engine not to display any Partner advertisement in response to a search that includes any of the Protected SEM Bidding Keywords.Prohibited SEM Display URL Content. Partner must not use any Dutch Pet, Inc Trademark, or any misspelling or close variation of any Dutch Pet, Inc Trademark, in the SEM Display URL in any combination in the top-level domain name.Prohibited Website Domain Keywords: Partner may not own or operate any website containing any Dutch Pet, Inc Trademark, or any misspelling or close variation of any Dutch Pet, Inc Trademark, in the top-level domain. The following keywords are “Protected SEM Bidding Keywords”:Dutch, dutch, Dutch Pet, dutch vet, dutch vet reviews, dutch pet reviews, is dutch vet legit, dutch online vet reviews, dutch online vet, dutch veterinary, dutchpet, Dutch Pet Inc, dutch.com, dutch coupons, dutch pet coupons3. Commissions & PaymentsPayments. Subject to Partner’s compliance with this Agreement, Partner will be entitled to payments in accordance with the Dutch Pet, Inc fee schedule available on the Platform, which may be changed at any time with or without notice, or as otherwise agreed to in writing between Partner and Dutch Pet, Inc (such payments collectively, “Fees”). Unless otherwise agreed to in writing by Partner and Dutch Pet, Inc, payment of Fees to Partner will be made through the Platform in accordance with the Platform’s terms and conditions. Dutch Pet, Inc will determine the Fees owed to Partner based on Dutch Pet, Inc’ own records and accounting. Dutch Pet, Inc may withhold or adjust Fees that Dutch Pet, Inc reasonably determines were unearned, including as a result of fraudulent activity or any other non-compliance with this Agreement.License. Subject to Partner’s compliance with this Agreement, Dutch Pet, Inc grants Partner a limited, revocable, non-exclusive, non-sublicensable, non-transferable, non-assignable license during the Term (defined below) to (a) display or embed the Link on the Partner Website and/or the Partner Materials and (b) use the Dutch Pet, Inc Trademarks as specified by Dutch Pet, Inc, in each case of clauses (a) and (b) for the sole purpose of promoting Dutch Pet, Inc’ products and services as a part of the Program in accordance with this Agreement. At the end of the Term without any action required by Dutch Pet, Inc, or during the Term upon Dutch Pet, Inc’ request, Partner shall immediately remove any Links and the Dutch Pet, Inc Trademarks from the Partner Website and Partner Materials and cease all further use of the Links and Dutch Pet, Inc Trademarks.4. Legal Protections & LimitationsWarnings; Disclaimers. Please note that the User Materials might become the subject of public disclosure. Thus, other than as set forth in any other agreement executed by Company or as required by law, neither Company nor its successors, assigns, transferees, or licensees are responsible for, and expressly disclaim any liability arising from or in connection with, its/their use of any User Materials in accordance with the terms and conditions of this Agreement.Acknowledgements. Partner acknowledges and agrees that Dutch Pet, Inc (a) has the right to add, delete, or modify its products and services and prices at any time for any reason and to reject any order; (b) may cooperate with legal authorities and third parties in the investigation of any suspected or alleged crime or civil wrong; and (c) may disclose any information Dutch Pet, Inc deems necessary to satisfy any Applicable Law, legal process, or government request, in Dutch Pet, Inc’ sole discretion.Warranty Disclaimer. DUTCH PET, INC PROVIDES THE PROGRAM, INCLUDING BUT NOT LIMITED TO THE LINKS AND OTHER MATERIALS PROVIDED AND ALL LICENSES GRANTED HEREUNDER, ON AN “AS IS” BASIS. DUTCH PET, INC , TO THE FULLEST EXTENT ALLOWED BY LAW, EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE USE OF AND ALL COMPONENTS AND ELEMENTS OF THE PROGRAM AND THE DUTCH PET, INC WEBSITE, AND DUTCH PET, INC ’ PRODUCTS, SERVICES, INFORMATION, CONTENT, AND OTHER MATERIAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ALL WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE. ADDITIONALLY, DUTCH PET, INC MAKES NO REPRESENTATION AND EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE PROGRAM OR THE DUTCH PET, INC WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR VIRUS-FREE, AND IT WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, ERRORS, INSECURITY, OR VIRUSES.Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL DUTCH PET, INC BE LIABLE TO YOU OR ANY THIRD PARTY REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES; (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL; OR (C) AMOUNTS IN THE AGGREGATE IN EXCESS OF THE AMOUNT PAID OR PAYABLE HEREUNDER DURING THE PREVIOUS 12 MONTHS, IN EACH CASE EVEN IF DUTCH PET, INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.General Provisions.5. Termination & ModificationSuspension or Termination of Service. Company has the right, but not the obligation, to suspend or terminate the function or existence of all or any part of the Site and/or your affiliate partnership with Dutch Pet, Inc at any time, and without notice or recourse, as Company deems advisable in its sole discretion. Company shall not be liable to you or any third party for any loss or damage that is caused by or arises from or in connection with any such suspensions or terminations (including, without limitation and by way of example only, refunds, lost profits, lost opportunities, monetary damages, disruption in the provision of veterinary services, disruption in or loss of service, or loss of content). Upon termination, Partner will immediately cease all further use of all Dutch Pet, Inc Trademarks. Representations and Warranties. Partner represents and warrants that: (a) Partner operates Partner’s business, including the performance of all activities in connection with this Agreement, ethnically and in compliance with all Applicable Laws; (b) Partner will make diligent efforts to favorably promote Dutch Pet, Inc’ products and services, all in accordance with the terms and conditions of this Agreement; (c) Partner will not use the Dutch Pet, Inc Trademarks except as expressly authorized in writing by Dutch Pet, Inc; (d) Partner has all rights necessary to enter into and to perform Partner’s obligations under this Agreement, and Partner’s activities in connection with this Agreement will not violate, misappropriate, or infringe the rights of any third party or conflict with any other agreement to which Partner is obligated; (e) all information provided by or on behalf of Partner through the Platform is accurate; and (f) Partner has never received or been subject to any inquiry, investigation, or negative action from any regulatory authority, including but not limited to a civil investigative demand, subpoena, or untitled or warning letter, or any other letter or censure from the FTC or the Food and Drug Administration (each, a “Regulatory Action”), and Partner will immediately notify Dutch Pet, Inc if Partner receives or is subject to any Regulatory Action.Confidentiality. Partner shall hold in complete confidence and not disclose, produce, publish, permit access to or reveal the Confidential Information disclosed hereunder without the express prior written consent of the Company. Partner shall use the Confidential Information only for the limited purpose articulated above in this Agreement(a) Confidential Information Disclosure Restrictions. Partner shall not disclose the Confidential Information to any third-party (including subcontractors) without first obtaining Dutch Pet, Inc’ written consent and shall disclose the Confidential Information only to: (i) its own employees or consultants whose duties justify the need to know such Confidential Information to fulfill the limited purpose of this Agreement; (ii) who are legally obligated to comply with this Agreement or a similar Agreement containing restrictions at least as restrictive as those embodied by this Agreement, including both the confidentiality restrictions and work-for-hire restrictions; and (iii) who have a clear understanding of the obligations of the Nondisclosure and Work-for-Hire Agreement under which they are bound. Partner shall use its best efforts to ensure that all its employees or consultants to whom the Confidential Information is disclosed take all reasonable precautions to safeguard and preserve the confidential status of the Confidential Information. Partner shall promptly notify Dutch Pet, Inc of any items of Confidential Information prematurely or inappropriately disclosed or disclosed in breach of this Agreement.Publicity. Partner must obtain Dutch Pet, Inc’ prior written consent before publishing or releasing any press release, or other public statement concerning this Agreement or the relationship between the parties.Indemnification. Partner shall indemnify, defend, and hold harmless Dutch Pet, Inc (and its affiliated entities, and its and their officers, shareholders, directors, employees, representatives, contractors, and agents, and the successors, heirs, and assigns of any of these) from and against any and all losses, liabilities, claims, proceedings, suits, actions, investigations, costs, damages, expenses, judgments, fines, and penalties (including reasonable attorneys’ fees and litigation expenses), and injuries of any kind arising out of or related to Partner’s (a) breach of this Agreement, including the representations, warranties, covenants, and/or obligations set forth herein, or (b) fraud, violation of Applicable Law, negligence, or willful misconduct. Dutch Pet, Inc may control the defense of any claim by any third party, including any governmental entity, for which we are entitled to indemnification, and Partner agrees to provide Dutch Pet, Inc with such cooperation as is reasonably requested.Warranty Disclaimer. DUTCH PET, INC PROVIDES THE PROGRAM, INCLUDING BUT NOT LIMITED TO THE LINKS AND OTHER MATERIALS PROVIDED AND ALL LICENSES GRANTED HEREUNDER, ON AN “AS IS” BASIS. DUTCH PET, INC , TO THE FULLEST EXTENT ALLOWED BY LAW, EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE USE OF AND ALL COMPONENTS AND ELEMENTS OF THE PROGRAM AND THE DUTCH PET, INC WEBSITE, AND DUTCH PET, INC ’ PRODUCTS, SERVICES, INFORMATION, CONTENT, AND OTHER MATERIAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ALL WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE. ADDITIONALLY, DUTCH PET, INC MAKES NO REPRESENTATION AND EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE PROGRAM OR THE DUTCH PET, INC WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR VIRUS-FREE, AND IT WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, ERRORS, INSECURITY, OR VIRUSES.Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL DUTCH PET, INC BE LIABLE TO YOU OR ANY THIRD PARTY REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES; (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL; OR (C) AMOUNTS IN THE AGGREGATE IN EXCESS OF THE AMOUNT PAID OR PAYABLE HEREUNDER DURING THE PREVIOUS 12 MONTHS, IN EACH CASE EVEN IF DUTCH PET, INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.General Provisions.Monitoring. Dutch Pet, Inc will monitor the Partner’s posts and notify the Partner of any conduct that is outside of the FTC guidelines that needs immediate correction, removal, or explanation. Should inappropriate material appear, Dutch Pet, Inc may withhold payment, request reimbursement of already paid fees, and/or terminate the Agreement.No Referrals. Dutch Pet, Inc and Partner acknowledge and agree that the Fees are solely to compensate Partner for Partner’s performance of activities under this Agreement and are not meant to encourage, persuade, prompt, or induce anyone to seek any medical consultation or prescription for a product offered through the Dutch Pet, Inc Website.Notice. Any notice to Partner in connection with this Agreement may be given by email sent to the email address provided by Partner to Dutch Pet, Inc through the Platform or any other email address Partner has provided to Dutch Pet, Inc as a contact for Partner. It is Partner’s sole responsibility to ensure that the email address provided to Dutch Pet, Inc remains functional and is checked regularly by Partner. Any notice to Dutch Pet, Inc in connection with this Agreement will be effective only if in writing and sent by email to legal@dutchpet.com. Notice is effective three (3) days after the time the notice was sent. Independent Contractors. This Agreement does not create any partnership, joint venture, employment, or other agency relationship between Dutch Pet, Inc and Partner. It is understood that Partner’s status hereunder is that of an independent contractor. Partner may not enter into any contract on Dutch Pet, Inc’ behalf or bind Dutch Pet, Inc in any way. Partner is solely responsible for any taxes incurred in connection with this Agreement, including the withholding and payment of any federal, state, and local taxes derived from Partner’s net income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to Partner.Third Party Beneficiaries. Dutch Pet, Inc and Partner agree that, except as expressly set forth in this Agreement, this Agreement does not create or establish any third party beneficiary status rights or their equivalent in any other individual, subcontractor, or other third party, and no individual, subcontractor or other third party shall have any right to enforce any right or enjoy any benefit that is created or established under this Agreement.Governing Law and Venue. This Agreement will be interpreted in accordance with the laws of the State of Delaware without regard to its conflicts of laws principles. Any claim between the Dutch Pet, Inc and Partner arising out of this Agreement will have exclusive venue in a court of competent jurisdiction in the State of Delaware.