This Affiliate Program Agreement (the “Agreement”) is entered by and between BowWowLabs.com (the “Company” and “We”) and ShareASale Affiliate (“Affiliate” or “you/r”) and contains the complete terms and conditions that apply to your participation as an affiliate in the Affiliate Program of the Company (the “Program”), and the establishment of links from your affiliate website to our website www.BowWowLabs.com (the “Website”).
BY SUBMITTING THE ONLINE APPLICATION TO JOIN THE PROGRAM, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Definitions:
Customer: The user sent to the Company site via affiliate link (“Customer”).
Affiliate / You: The publisher advertising links/promotions of the Company.
1. Enrollment in the Program
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 reserve the right to reject your application if we determine (at our sole discretion) that your site is unsuitable for the Program for any reason. If we reject your application, you are welcome to re-apply to the Program at any time.
2. Prohibited Sites/Verbiage
You and your web-site(s) shall not:
a. Promote sexually explicit material or violence;
b. Promote discrimination based on race, sex, religion, national origin, or physical disability;
c. Promote illegal activities;
d. Make medical claims in regards to our products/services (ie. the curing or recession of an ailment);
e. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming
routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system,
data, or personal information;
f. Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from
any other website, or that potentially enable the diversion of affiliate commissions from another website.
This includes, but not limited to, toolbars, browser plug-ins, extensions and add-ons.
g. Infringe on Our or any anyone else’s intellectual property, publicity, privacy or other rights.
h. Violate any applicable law, rule, regulation, administrative guidelines, orders, and ordinances, including the FTC Endorsement and Testimonials Guidelines and similar guidance, as well as any instruction provided by Us.
3. Spam
Affiliate hereby agrees to not utilize SPAM (defined herein) in promoting the Company. This action will result in the immediate termination of any agreements with Affiliate and Affiliate’s ShareASale account with a cancellation of any pending commissions. Affiliate will also be in material breach of the Agreement and subject to legal action and be held liable for any financial loss incurred by the Company. Any service interruptions to the Company’s website as a result of Affiliate’s spamming will be billed to Affiliate at $500 U.S. dollars per hour until service is restored and shall be paid by Affiliate to the Company immediately. For the purpose of this Agreement “SPAM” is defined as emailing ANYONE, in bulk or by single mailing, about the Company, 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 the Company 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. The Company also considers ANY type of advertisement about the Company posted to a Newsgroup or Chat Room to be SPAM.
4. Promotion of Our Affiliate Relationship
We will make available to you links, which will consist of a graphic images or text, 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 (each a” Link” and collectively the “Links”). Such Links will serve to identify your site as a member of our Affiliate Network and will establish a link from your site to ours. By utilizing the Links, users of your site will be able to order, directly from us, any product(s) that were described or referenced on your site. In utilizing the Links, you hereby agree that you will display on your site only those graphic images (indicating a Link) that are provided and approved by us, and you will substitute such images with any new images provided by us from time to time. From time to time, all Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of you and the Company. Each Link connecting users of your site to the pertinent area of our site shall not 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.
5. PPC Bidding Rules
You are prohibited to bid on the following:
? Branded/trademarked terms;
? Derivatives of branded/trademarked terms;
? Broad-match based on branded/trademarked terms.
You are also not allowed to use the brand name “Bow Wow Labs” in:
? Display URL;
? Title & Ad Copy.
You may bid on the branded/trademarked terms of Bow Wow Labs’ competitors, as well as link directly
to Bow Wow Labs from a Paid Search Ad.
You are also prohibited from bidding on the following trademarks, domain names and or variations of
them:
? Bow Wow Labs
? Bow Wow Labs Pet Supply
? Bow Wow Labs Pet Supplies
? Bow Wow Labs Dog Supply
? Bow Wow Labs Dog Supplies
? Bow Wow Labs Bully Stick
? Bow Wow Labs Bully Sticks
? Bow Wow Labs SafeFit Bully Stick
? Bow Wow Labs SafeFit Bully Sticks
? Bow Wow Labs Bully Buddy
? Bow Wow Labs Bully Buddy Safety Device
? Bow Wow Labs Bully Buddies
6. Our Responsibilities
We will be responsible for providing all applicable information to allow you to make the 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 you regarding sales statistics. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service.
7. Other Responsibilities and Opportunities of Affiliates Contests and Promotions:
As an Affiliate, 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. Only offers and promotional tools provided explicitly by the Company for use on your site shall be 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:
o We have the right in our sole discretion to monitor your site at any time to determine if you are in compliance with the terms of this Agreement.
o We will monitor for FTC compliance to ensure disclosures are adequately added.
o If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Program. If you are not in compliance with the terms of this Agreement and/or applicable FTC regulations, you are in material breach of this Agreement and any and all other agreements entered by you and related to your participation in the Program.
o You shall be solely responsible for ensuring that reviews, descriptions, and articles on your site comply with all applicable copyright laws, FTC disclosures and all other applicable laws, administrative guidelines, orders, and ordinances, including the FTC Endorsement and Testimonials Guidelines and similar guidance, as well as any instruction provided by us.
o You must have express permission and all required licenses to use another party’s copyrighted or other proprietary material and shall not infringe upon the rights of any third party. We are not responsible for any such violations.
o Promotion through Google Shopping / Product Listing Ads are not allowed unless express permission by the Company is provided.
o If you are conducting business in or taking orders from Customers in other countries, you shall follow the applicable laws of those countries. For example, you shall comply with the European Union’s Privacy and Electronic Communications Directive, as well as the General Data Protection Regulation (GDPR), if you are conducting business in or taking orders from persons in one or more of the European Union countries.
8. Reports of Sales
You will be given a username and password and have the ability to enter a password-protected site to receive your sales statistics on a daily basis.
9. Policies and Pricing
All of our rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to Customers. We reserve the right to 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 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 must monitor and update pricing frequently or not include price information in your product descriptions. Customers sent to the Company must be the end user of the product/service. If Affiliate is placing order on behalf of a Customer, approval of this promotional method must be explicitly provided by the Company.
10. 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 first, which shall not be unreasonably withheld.
11. Licenses and Use of the Company’s logos and Trademarks
o WE GRANT YOU A LIMITED, 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 THE COMPANY. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY WITHOUT OUR PRIOR WRITTEN PERMISSION. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS WHILE YOU ARE A MEMBER IN GOOD STANDING OF THE AFFILIATES PROGRAM.
o You shall not make any specific use of any Licensed Materials for purposes other than selling products on your site for the Company, without first submitting a sample of such to Us and obtaining the prior written consent of the Company’s 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 to use the\ Licensed Materials at any time, by giving you written notice.
o Except for the limited license granted under this section, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to Our domain name.
12. Term and Termination
o This Agreement will begin upon our acceptance of your Affiliate Program Application, and will continue unless terminated hereunder (the “Term”).
o Either you or we may end this Agreement AT ANY TIME, with or without cause, by utilizing the respective functionality of the affiliate platform. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
o Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the Website, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. Unauthorized use of our Intellectual Property and Licensed Materials will be considered an infringement and shall be treated accordingly.
o Any section of this Agreement, which by its nature, is intended to survive termination or expiration of this Program and/or this Agreement will survive termination or expiration of the Program and/or this Agreement.
13. Disclaimer/Limitation of Liability
THE COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE PROGRAM, SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF OUR 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. 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 MERCHANTS 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 DURING THE PROGRAM.
14. Indemnification
You hereby agree to defend, indemnify and hold harmless the Company, 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 breach of a covenant made by you herein, or (iii) any claim related to your website, including, without limitation, content therein not attributable to us.
15. 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 Term of this Agreement which is designated as “confidential,” “proprietary” or some similar designation, and which has been designated as being confidential, or which is otherwise disclosed in a confidential manner will remain the sole property of the disclosing party, and each party will keep in confidence and not use, except in connection with the Agreement, or disclose such proprietary information of the other party without express written permission of the disclosing party.
16. Miscellaneous
o You hereby 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 us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on any of your website or otherwise, that reasonably would contradict anything in this Section.
o You hereby acknowledge and agree that you are solely responsible for your own tax obligations hereunder, including calculating, filing, and remitting any and all tax documentation, taxes, and similar withholdings (e.g., social security) that may be due in connection with the Program and/or this Agreement.
o You may not assign the Agreement without our prior written consent. Any other attempts to assign or transfer the Agreement are hereby deemed void.
o The Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws and principles thereof.
o You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
o This Agreement represents the entire agreement between the parties, and shall supersede all prior agreements and communications of the parties, oral or written.
o 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.
o 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.
o 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 provision or any other provision of this Agreement.
o We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Program rules. If any modification is unacceptable to you, your only option is to terminate this Agreement. Your continued participation in the Program following the posting of the change notice or amended Agreement or the Website will indicate your agreement to such
modification.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME ADMIT OTHERS INTO THE PROGRAM ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THE AGREEMENT.
