Walkee Paws Affiliate Marketing Program Agreement
This Affiliate Marketing Program Agreement (the "Agreement") containsthe terms and conditions that apply to your participation in the Walkee Pawsaffiliate marketing program (the "Program").Please read this Agreement carefully. By participating in the Program,you represent that you ("Affiliate" or "you" or "your") have read, fullyunderstand and agree to the terms of this Agreement with LX2 Creative LLCdba Walkee Paws ("Walkee Paws" or "we" or "us" or "our"). In addition, ifthis Agreement is being executed on behalf of a legal entity, you representand warrant that you are authorized to legally bind that entity to thisAgreement. If you do not agree to these terms, do not participate in theProgram.
1. PARTICIPATION
You may apply to participate in the Program by providing all theinformation required by ShareASale in connection with becoming aShareASale affiliate and by accepting the terms of this Agreement. If youapply to the program, we will review your website and notify you of youracceptance or rejection into our Program. We reserve the right to acceptor reject your application in our sole discretion; however, we encourageyou to contact us if you feel we have made an incorrect decision.Including all of the websites that you use in your profile will help usmake a better decision. If your application is accepted, you may obtainsuch discounts and affiliate commissions as are offered pursuant tothis Program for so long as this Agreement is not terminated.
2. WEBSITE GUIDELINES
Your affiliate website(s) ("Your Website") may not:Infringe on our or any anyone else's intellectual property, publicity,privacy or other rights.Violate any law, rule or regulation.Contain any content that is threatening, harassing, defamatory, obscene,harmful to minors, or contain nudity, pornography or sexually explicitmaterials.Contain any viruses, Trojan horses, worms, time bombs, cancel bots, orother computer programming routines that are intended to damage,interfere with, surreptitiously intercept or expropriate any system,data, or personal information.Contain software or use technology that attempts to intercept, divertor redirect Internet traffic to or from any other website, or thatpotentially enables the diversion of affiliate commissions from anotherwebsite.Mislead customers as to the products or services available on YourWebsite or on the Walkee Paws USA website, located at www.walkeepaws.com(the "Walkee Paws Site").
3. LINKING TO WALKEEPAWS.COM
Upon acceptance into the Program, links will be made available to youthrough the ShareASale affiliate website. Your acceptance in our Programmeans you agree to abide by the following.You will only use linking code obtained from the ShareASale affiliatewebsite without manipulation.All domains that use your affiliate link must be listed in youraffiliate profile on the ShareASale affiliate website.Affiliates may not advertise our products on websites that they do notown. For example, Google Product Search, Amazon, eBay or any comparisonshopping engines.Your Website will not in any way copy, resemble, or mirror the look andfeel of the Walkee Paws Site. You will also not use any means to createthe impression that Your Website is the Walkee Paws Site or any part ofthe Walkee Paws Site including, without limitation, framing the Walkee PawsSite in any manner.You may not engage in cookie stuffing or include pop-ups, false ormisleading links on Your Website. In addition, wherever possible, youwill not attempt to mask the referring URL information (i.e. the pagefrom where the click is originating).You may not use redirects to bounce a click off of a domain from whichthe click did not originate in order to give the appearance that itcame from that domain.You may not create any links that lead the customer to a destinationsite that is not clearly suggested by the content of the starting site.You may not use your affiliate links to claim commissions for your ownpurchases on Walkee Paws.
4. PAY-PER-CLICK ("PPC") GUIDELINES
If you are approved for this Program and utilize PPC advertising, youmust observe our PPC guidelines. You may not:Bid on any of our Trademarks, as defined in Section 5, including anyvariations or misspellings thereof for search or content based campaignson Google, Microsoft Bing or any other network.Use our Trademarks in sequence with any other keyword (e.g. Walkee PawsCoupons)Use our Trademarks in your ad title, ad copy, display name or as thedisplay URLDirect link to the Walkee Paws Site from any PPC ad or use redirectsthat yield the same result. Affiliates must be directed to an actualpage on Your Website.Bid in any manner appearing higher than Walkee Paws for any search termin position 1-5 in any auction style PPC advertising program.If your PPC campaigns are automated, it is your responsibility toexclude our Trademarks from your PPC advertising program and westrongly encourage you to add our Trademarks as negative keywords. Wehave a stringent no tolerance policy on PPC trademark bidding. If youengage in PPC trademark bidding that uses our Trademarks, yourparticipation in the Program will be terminated immediately.
5. TRADEMARKS
Upon acceptance into the Program, Walkee Paws grants you a limited,non-exclusive, revocable, royalty-free right to use the Trademarks ofWalkee Paws during the term of this Agreement solely to in connectionwith your participation in the Program, provided that you shall not:(a) use the Trademarks in any manner to communicate or suggest anysponsorship or other connection between Walkee Paws and you other thanyour participation in the Program, and (b) harm or adversely affect theTrademarks or the goodwill associated with the Trademarks. Allpromotional messaging and materials used by you containing suchTrademarks shall be subject to Walkee Paws's prior written approval.Except for the limited license provided in this Agreement, Walkee Pawsreserves all rights in and to the Trademarks and the goodwill associatedtherewith. All uses of the Trademarks by you shall inure to the benefitof Walkee Paws. You shall not acquire, directly or by implication, anyrights or license in the Trademarks except as expressly provided in thisAgreement. Your right to use the Trademarks will terminate immediatelyif you violate any of the terms of this Agreement. For purposes of thisAgreement, "Trademarks" means "Walkee Paws," "WalkeePaws.com," theWalkee Paws logos and such other names, logos, trade names, trademarks,service marks, trade dress, design marks, brands, copyrights in anydesigns and other copyrightable subject matter, and other productidentifiers of Walkee Paws as Walkee Paws may from time to time notifyyou to be Trademarks within the meaning of this Agreement.
6. COUPON GUIDELINES
If you are enrolled in our Program and Your Website promotes couponcodes, you must adhere to our Coupon Guidelines as follows:You may ONLY advertise coupon codes that are provided to you through theProgram or that are displayed on the Walkee Paws Site. Coupons must be displayed in their entirety with the full offer, validexpiration date and code.
7. DOMAIN GUIDELINES
Using of any of our Trademarks as part of the domain or sub-domain (forexample walkeepaws.website.com or www.walkeepaws-coupons.com) for YourWebsite is strictly prohibited.
8. ADVERTISING
Upon acceptance into the Program, Walkee Paws grants to you anonexclusive, nontransferable license (the "License") to use certainbanner advertisements, button links, text links, and/or other graphic ortextual material (the "Promotional Materials") for display and use onYour Website. The term of the License shall expire upon the expirationor termination of this Agreement. You may not subcontract, assign,resell, lease, or sublicense any part of your participation in theProgram or run a sub-affiliate program. Walkee Paws may make PromotionalMaterials available to you to display and use on Your Website providedthat the manner of display complies with the following requirements:You may only use the Promotional Materials to promote the Walkee PawsSite (and the products available thereon), and for linking to theWalkee Paws Site. You shall use only such links to the Walkee Paws Siteas are provided to you by Walkee Paws.You shall not alter, add to, subtract from, or otherwise modify thePromotional Materials as they are prepared by Walkee Paws withoutconsent from Walkee Paws. If you wish to alter or otherwise modify thePromotional Materials, you must obtain prior written consent fromWalkee Paws for such alteration of modification.
9. REVERSALS & COMMUNICATION
Walkee Paws reserves the right to reverse orders due to ordercancellations, duplicate tracking, returns, disputed charges, andviolations of the Program as defined in this Agreement.Additionally, if we ask you for clarification or more information on anyorders or clicks that we suspect may be in violation of this Agreement, we expect a response from you within 72 hours or your participation willbe suspended. Below are violations of this communication policy. You are not forthcoming, intentionally vague or are found to be lying.You are not responsive within a reasonable time period and aftermultiple attempts to contact with information listed in your networkprofile.You cannot substantiate or validate the source of your traffic to ourProgram with clear and demonstrable proof.We reserve the right to reverse orders, set your commission to 0% orsuspend you from the Program for the period or orders in question ifany of the above applies. We understand many violations are a result ofautomated processes; however, it is incumbent upon you to ensure that youhave the appropriate measurements and processes in place to addressthese issues.
10. INTELLECTUAL PROPERTY
Walkee Paws retains all right, title, ownership, and interest in thePromotional Materials and Trademarks, including any and all copyright,trademark, or other intellectual property rights therein. Nothing in thisAgreement shall be construed to grant you any right, title or ownershipin the Promotional Materials, or in the underlying intellectual property,other than the right to use the Promotional Materials in accordance withthe License, as set forth in Section 8.
11. RELATIONSHIP OF PARTIES
This Agreement shall not be construed to create any employmentrelationship, agency relationship, or partnership between Walkee Pawsand you. You shall provide services for Walkee Paws as an independentcontractor. You shall have no authority to bind Walkee Paws to anyagreement, nor shall you be considered to be an agent of Walkee Paws inany respect.
12. NON-CIRCUMVENT
You shall not circumvent or attempt to circumvent Nicole Ellen, LLC, andagree not to directly solicit relationships with Nicole Ellen'sclients. You agree not to solicit, contact, recruit, or encourage,directly or indirectly, any client that has a proprietary relationshipwith Nicole Ellen for the purpose of Affiliate Marketing includingWalkee Paws. However, both parties can agree to allow any relationshipsuch that the paragraph of this agreement to not apply. Failure tocomply with this Section may, at our discretion, result in terminationof your participation in the program.
13. AFFILIATE COMMISSIONS
Upon acceptance into the Program, you will be eligible to receive anaffiliate commission (the "Commission") for the successful completion ofEligible Purchases. An "Eligible Purchase" occurs when a customer (notyou) clicks-through the link (supplied by Walkee Paws to you) to theWalkee Paws Site and successfully completes a purchase for whichWalkee Paws receives and retains payment. To be an Eligible Purchase,the sale must be completed by a customer that is physically located inthe United States. The current rates of Commission shall be set forth inyour ShareASale affiliate program located on the ShareASale affiliatewebsite. Walkee Paws reserves the right to modify the Commission ratefrom time to time, in its sole discretion. Walkee Paws is responsiblefor authorizing Commission payments and ShareASale will be solelyresponsible for fulfilling and transferring all Commission payments inaccordance with the ShareASale Agreement. Walkee Paws will be entitled towithhold, deduct and set off from any payments to be made to youhereunder any sums owed by you to Walkee Paws, whether in connectionwith this Agreement (including any breach hereof by you) or otherwise.
14. NEXUS TAX LEGISLATION
Walkee Paws is not responsible for providing tax or legal advice to itsaffiliates in regards to the Click-Through Nexus Tax legislation that mayor may not also include Affiliate nexus tax legislation, and thereforedisclaims all liability and responsibility arising from any legal matterrelated to Click-Through Nexus Tax legislation. Affiliate is responsiblefor consulting with tax and legal experts to ensure compliance with allrelevant state tax provisions.
15. DISCLAIMER
YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TOTHE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. UNDERNO CIRCUMSTANCES SHALL WALKEE PAWS BE LIABLE TO YOU UNDER THESE TERMS,UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGALOR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES RELATED TO THE PROGRAM(INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR PROFITSOR LOST BUSINESS AND INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OFSUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED OF THE POSSIBILITY OFSUCH DAMAGES. IN NO EVENT SHALL WALKEE PAWS'S LIABILITY TO YOU OR ANYTHIRD PARTY ARISING OUT OF OR RELATED TO THE PROGRAM OR THIS AGREEMENT,WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHERLEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOUUNDER THIS AGREEMENT. WALKEE PAWS DOES NOT WARRANT OR GUARANTEE ANYRESULTS OF PARTICIPATION IN THE PROGRAM. ALL PRODUCTS, PROGRAMS ANDPROMOTIONAL MATERIALS HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANYWARRANTY WHATSOEVER. YOU RECOGNIZE THAT THESE DISCLAIMERS ARE ANIMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH Walkee PawsWOULD NOT HAVE ENTERED INTO THIS AGREEMENT. WALKEE PAWS DISCLAIMSALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (TO THE EXTENT PERMITTEDBY LAW), REGARDING THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS,INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NOREPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUTLIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, ORPERFORMANCE OF THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS SHALLBE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OFWALKEE PAWS WHATSOEVER.
16. INDEMNIFICATION
YOU SHALL INDEMNIFY AND HOLD HARMLESS WALKEE PAWS FROM ANY CLAIM, DAMAGE,LAWSUIT, ACTION, COMPLAINT, OR OTHER COSTS ARISING OUT OF ANY WRONGFULACT RELATED IN ANY WAY TO YOUR PARTICIPATION IN THE PROGRAM OR YOURBREACH OF THIS AGREEMENT. YOU SHALL ALSO INDEMNIFY AND HOLD HARMLESSWALKEE PAWS FROM ANY DAMAGE, LOSS OR OTHER COST ARISING OUT OF THE USEOR MISUSE BY YOU OF THE TRADEMARKS OR PROMOTIONAL MATERIALS.
17. CONFIDENTIALITY
Any information that you are exposed to by virtue of your participationin the Program, which information is not available to the generalpublic, shall be considered to be "Confidential Information." You maynot disclose any Confidential Information to any person or entity,except where compelled by law, unless you obtain prior written consentfor such disclosure from Walkee Paws. You shall not use any ConfidentialInformation except to the extent necessary to fulfill the purposes ofthis Agreement.
18. TERMINATION
Your participation in the Program shall begin upon your acceptance as anaffiliate by Walkee Paws and shall end when terminated by either party.Either party may terminate such status at any time, with or withoutcause. Upon termination, all licenses granted to you pursuant to theProgram shall cease and you shall use best efforts to immediatelyremove all codes and links, references on Your Website regardingWalkee Paws, and cease any and all use of Promotional Materials,Trademarks or any other trade or service marks, trade names or any otheritems received through or used in connection with such Program. Subjectto Section 13, upon the termination of your participation in the Programfor any reason, you will be entitled to receive Commissions only onEligible Purchases that occurred prior to such termination. Walkee Pawsreserves the right to terminate the Program at any time upon notice toyou.
19. MODIFICATION
We may modify these terms and conditions at any time, at our solediscretion. If you disagree with any modification, your only recourse isto terminate this Agreement. You agree that, if you continue toparticipate in the Program following a posted modification, yourcontinued participation represents acceptance of the revised term.
20. COMPLIANCE
In connection with your participation in this Program, you will complywith all applicable laws, rules and regulations, including but notlimited to the following laws, rules and regulations governing marketingand promotions:The CAN-SPAM Act of 2003Section 5 of the FTC ActThe FTC's disclosure rules regarding endorsementsTo comply with the FTC's disclosure rules regarding endorsements, youshall include a disclosure statement within any and all pages/postswhere affiliate links for the Program are posted as an endorsement orreview, and where it is not clear that the link is a paid advertisement.This disclosure statement should be clear and concise, stating that weare compensating you for your review or endorsement. If you received theproduct for free from us or from our designated affiliate managementteam for review, this also must be clearly stated in your disclosure.
21. GENERAL
a) Severability. If any provision of this Agreement is held by acourt of competent jurisdiction to be invalid, illegal, orunenforceable, the remainder of this Agreement will remain in full forceand effect.b) Assignment. You may not assign this Agreement or any of itsrights under this Agreement without the prior written consent of Walkee Paws and any attempted assignment without such consent shall be void.Subject to the foregoing restriction, this Agreement will be fullybinding upon, inure to the benefit of, and be enforceable by us andour respective successors and assigns.c) Nonwaiver. Any failure by Walkee Paws to insist upon or enforceperformance by you of any of the provisions of this Agreement or toexercise any rights or remedies under this Agreement or otherwise bylaw will not be construed as a waiver or relinquishment of any right toassert or rely upon the provision, right or remedy in that or any otherinstance; rather, the provision, right or remedy will be and remain infull force and effect.d) Relation to Other Agreements. In the event of any conflict orinconsistency between this Agreement and the ShareASale Agreement, theprovisions of this Agreement shall prevail.e) Entire Agreement. This Agreement sets forth our entire agreementwith respect to your participation in the Program.
