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This Agreement, made and entered
by and between Migizzi Inc. d/b/a ("Pets Warehouse"
or "we"), a New York Corporation, and you, the
affiliate ("you" or "Affiliate"),
contains the complete terms and conditions that apply
to your participation in the Pets Warehouse Affiliate
Program (the "Affiliate Program" or "Program")
Enrollment in the Program
You will submit a complete Affiliate
Program application from our site. After we review your
application and website , we will notify you of your acceptance
or rejection to the Program. We may reject your application
(at our sole discretion) if we feel your site is unsuitable
or inconsistent with the mission of Pets Warehouse. If
your site is accepted, Pets Warehouse may terminate this
Agreement anytime thereafter if your site is determined
(at our sole discretion) to be unsuitable for the Program.
Promotion of Our Affiliate Program
Upon your acceptance as an Affiliate
Site, we will make available to you a variety of graphic
and textual links (the "Links"), which, subject
to the terms and conditions hereof, you may display as
often and in as many areas of your site as you desire.
The Links will serve to identify your site as a member
of our Affiliate Network and will establish a link from
your site to ours.
Migizzi Inc-Pets Warehouse Agrees
To:
Pay Affiliate 10% per Pets Warehouse
sale that you refer from your site. Pay Affiliate 2% on
first wholesale order only. No fees shall be payable if
a visitor leaves the Pets Warehouse site without filling
out the form fully (including the following fields: e-mail
address, first name, last name, street address, city,
state, and zip code).
Pay Affiliate on a monthly basis when your account has
reached a minimum of $25.00. Accounts with a balance of
less than $25.00 will roll over to the next month.
Affiliate Agrees To:
Remove all links regarding promotions
on the date such promotions end, and agree to forfeit
any commissions earned after the end date of the promotions
if you continue to post such links.
Place Pets Warehouse Links on your site.
Have sole responsibility for the development, operation,
and maintenance of your site and for all the materials
that appear on your site.
Ensure that all materials posted on your site are not
illegal and do not infringe on the rights of any person
or entity of any kind. We disclaim all liability for all
materials on your site.
Indemnify, defend, and hold us harmless from all claims,
damages, and expenses relating to the development, operation,
and contents of your site.
Make sure that your site does not copy or resemble the
look and feel of Pets Warehouse.com or create the impression
that your site is our site or a part of our site.
Submit the URLs for all sites you plan to use to promote
Pets Warehouse via e-mail to affiliate@pets-warehouse.com.
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 consent.
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 Affiliate 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
Affiliate Program will not exceed the total commissions
paid or payable to you under this Agreement.
Limited License
We grant you a nonexclusive, nontransferable,
revocable right to access Pets Warehouse.com site through
the Links solely in accordance with the terms of this
Agreement, for the sole purpose of linking your site to
Pets Warehouse.com, solely for the purpose of identifying
your site as a participant in the Program. You may not
alter, modify, or change the Links in any way. You are
only entitled to use the Links to the extent that you
are a member in good standing of the Pets Warehouse Affiliate
Program. We may revoke your license anytime by giving
you written notice by Email or First class postal mail
service.
Diversion of commissions
(parasite software)
We will not accept sites or allow
any affiliate sites that contain unethical software downloads
such as browser enhancements, popups/under, framing techniques
or auto-cookie setting techniques that potentially enable
diversions of commissions from other sites in our program.
Further, such activity will be logged and reported the
Federal Bureau of Investigation (FBI) under the Federal
computer fraud & abuse act 18
U.S.C.§ 1030. Any
unpaid commissions will be forfeited.
Trademarks and other Intellectual
property
Pets Warehouse® is a Federally
licensed Trademark and it use is strictly enforced to
be used only in conjunction with the sale of product through
the pets-warehouse.com web site by affiliates in good
standing
An affiliate agrees not to purchase or bid for placement
of any of Pets Warehouse licensed trademarks or company
names. These names include: (Pets Warehouse PetsWarehouse
and any permeation or misspellings of the trademarked
name. This includes their use in Meta Tags or other HTML
language
.Ownership and License
We hereby grant you a limited, non-exclusive, nontransferable,
non-sub licensable, revocable right to use the graphic
images and text we are providing to you solely for the
purpose of creating links from your site to pets-warehouse.com.
You may not modify the graphic image or text, or any other
of our images, in any way, or engage in "site framing"
or similar processes. We reserve all of our rights in
the graphic image and text; any of our trade names, trademarks,
domain names, copyrights trade dress and any other intellectual
property rights. You agree to follow our guidelines for
use of our trademarks, as those guidelines may change
from time to time, in addition, you agree not to use our
trademark in any search engine keyword optimization. We
may revoke your license at any time by giving you written
notice. You also agree that you shall use the Tagged Links
only in order to link to our site and to promote your
ability to do so pursuant to this Agreement. You agree
that you shall not present the Tagged Links or any images
comprising them in combination with any other name or
mark, in connection with your own goods or services, or
in any manner that may suggest or imply that you or your
goods or services are supplied by, sponsored by, endorsed
by or affiliated with us.
Disclaimers
We make no express or implied warranties
or representations with respect to the Pets Warehouse
Web site or the Pets Warehouse Affiliate Program (including,
without limitation, warranties of fitness, merchantability,
non-infringement, or any implied warranties arising out
of course of performance, dealing, or trade usage). In
addition, we make no representation that the operation
of Pets Warehouse.com site will be uninterrupted or error-free,
and we will not be liable for the consequences of any
interruptions or errors.
Termination
The terms of this Agreement will
begin upon acceptance of your application. This Agreement
shall commence on the date of approval of your Affiliate
Program application and shall continue thereafter in full
force and effect until terminated at any time by either
party by giving the other party written notice of termination.
Upon termination of this Agreement for any reason, you
will immediately cease use of, and remove from your site,
all Links to our site, and all Pets Warehouse 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.
Modifications
We may modify any of the terms and
conditions of this Agreement at any time. You will be
notified by Email, and a change notice may be posted on
our site. If the modifications are unacceptable to you,
your only recourse is to terminate this Agreement. Your
continued participation in this Affiliate Program after
a change notice has been posted will constitute binding
acceptance of the change.
Anti-Spam Policy
Affiliates will be removed from
the Pets Warehouse Affiliate Program and forfeit any pending
commissions if they are caught spamming. Spamming is not
allowed and will not be tolerated!
Independent Contractors
You and Migizzi Inc/Pets Warehouse 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.
Representations and Warranties
You hereby represent and warrant
to us as follows:
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.
2. The development, operation, and contents of your site
do not infringe upon the copyright, trademark, or any
other right of any person or entity.
Independent Investigation
You acknowledge that you have read this Agreement and
agree to all its terms and conditions. You have independently
evaluated the desirability of participating in the Pets
Warehouse Affiliate Program and are not relying on any
representation, guarantee, or statement other than as
set forth in this Agreement.
Fraud
If you commit fraud or falsify information
in connection with the registration of members in Pets
Warehouse through the Links on your site, this Agreement
will be terminated immediately. In addition, you will
be liable to Pets Warehouse for any and all damages that
Migizzi Inc/Pets Warehouse suffers as a result of such
actions. You will also be responsible for returning to
Pets Warehouse all commissions received for fraudulent/falsified
sales, and we will not hesitate to pursue all legal causes
of action against you to the fullest extent possible under
the law.
Assignment
This Agreement and the rights and
obligations hereunder may not be assigned by you without
prior written consent of Pets Warehouse.
Reservation of Rights
Pets Warehouse may terminate this
Agreement at any time if your site is determined (at our
sole discretion) to be unsuitable for the Program, even
if your site has not changed since the time that your
Affiliate Program application was accepted. Pets Warehouse
also reserves the right to monitor Affiliate sites at
any time to determine whether they are in compliance with
this Agreement.
Governing Law
This Agreement will be governed
by the laws of the United States and the State of New
York, county of Suffolk 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 Suffolk County, New York, 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, inure to the benefit
of, 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
constitute a waiver of our right to subsequently enforce
such a provision or any other provision of this Agreement.
I
agree to the terms and conditions.
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