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This Affiliate Agreement ("Agreement") contains the complete terms and conditions between us, 1-800- HELP-4-PETS© and you, regarding your application to participate as an affiliate of 1-800- HELP-4-PETS© ("Affiliate"), and the establishment of links from your Web site to our Web site, "1-800- HELP-4-PETS." Execution by you of this Agreement as set forth below constitutes your acceptance of the terms and conditions of this Agreement, and will be a legally binding agreement between you and us.

1. Affiliate Program Enrollment. To become a participant in 1-800- HELP-4-PETS's Affiliate Program, you will have to submit a complete Affiliate Program Application via our Web site. We will evaluate your application and notify you of your acceptance or rejection. We may reject your application if we determine, in our sole discretion, that your Web site is not suitable for the Affiliate Program for any reason, including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence (which may include certain types of game sites), (iv) content related to liquor, tobacco, firearms, drugs, gambling, crime or death, (v) politically sensitive or controversial issues (e.g. abortion, capital punishment) or other political content (e.g. lobbyists, political campaigns) or (vi) any unlawful behavior or conduct. If we reject your application, you are welcome to reapply to the Affiliate Program at any time, provided, you alter your Web site to delete all offending content.

2. Setting Up Links. We will make available to you banner advertisements, button links to our Web site and/or text links to our Web site, containing 1-800- HELP-4-PETS©'s logo and words identifying 1-800- HELP-4-PETS© ("Links") which you may display on your Web site, provided you abide by the terms and conditions of this Agreement. In using the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links. All Affiliate Web sites shall display such graphic images prominently throughout your Web sites as you see fit and with our consent. A Link may only be modified and/or expanded with our consent. Each Link connecting users of your Web site to our Web site, will in no way alter the look, feel or functionality of our Web site. We have the right, in our sole discretion, to monitor your Web site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.

3. Order Processing. We will process orders placed by customers who follow the Links from your Web site to the 1-800- HELP-4-PETS© Web site. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements which we may establish from time to time. All aspects of order processing and fulfillment, including order entry, customer service, shipping, cancellations, returns and payment processing will be our responsibility. We will track the amount of sales generated by your Web site and will make this information available to you through our Web site. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your Web site and our Web site are properly formatted.

4. Commissions. We will pay you a commission equal to five dollars ($5) for all new customer purchases (the "Commission Rate") of the Net Sales to us by users of your Web site who purchase products on our Web site, utilizing the Links between your Web site and ours, for products which we ship to such customer and for which we have received full payment. Net Sales shall include those amounts received by us for the sale of products less amounts collected by us for sales, use or other taxes, duties, shipping, handling, gift wrapping and similar charges. A commission will only be paid if the visitor to our Web site is tracked by the system from the time of the Link to the time of the sale.

For a sale to generate a commission, the customer must follow the Link for your Web site to our Web site, purchase the product or products in question using our online ordering system, accept delivery of the item(s) at the shipping destination, and remit full payment to us. However, no commission will be paid for products which are returned, not paid for, undeliverable or payment for which is credited to any customer.

We will pay your commission on a monthly basis. Within approximately 30 days following the end of each month, we will send you a check for the commission earned on the products shipped during the preceding month. If the commission payable to you for any month is less that fifty ($50.00) U.S. dollars, we will hold those commissions until such time as your commission earned equals at least fifty ($50.00) U.S. dollars. If a product sale that generated commission is returned by the customer, we will deduct the corresponding commission from your next monthly payment.

1-800- HELP-4-PETS© also retains the right to review all commissions for possible fraud, including but not limited to the use of software that generates real and fictitious email addresses for news letter and other subscriptions. Any incidence of fraud constitutes a breach of this Agreement, and 1-800- HELP-4-PETS© retains full authority to terminate this Agreement immediately.

5. Policies and Pricing. Customers who buy products through the Affiliate Program are customers of 1-800- HELP-4-PETS©. All 1-800- HELP-4-PETS© rules, policies, and operating procedures concerning customer orders, customer service, and sales applies to these customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for items of products sold under the Affiliate Program in accordance with our own pricing policies and product prices and availability may vary from time to time. Because price changes may affect items that you already have listed on your Web site, you may not include price information in your descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular item of Products.

6. Non-Exclusive Limited License and Use of 1-800- HELP-4-PETS© Logos and Trademarks. We grant you a non-transferable, non-exclusive, revocable license to (i) access our Web site through links established solely as set forth under the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, service marks and similar identifying material (collectively, "Licensed Materials"), solely for the purpose of selling products on your Web site. You are not permitted to alter, modify or change the Licensed Material in any way whatsoever. You may only use the Licensed Materials to the extent you are a member, in good standing, of the Affiliate Program. You may not use any Licensed Materials for purposes other than selling our products, without first submitting a sample of such use to us and receiving our prior written consent. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays 1-800- HELP-4-PETS© or anyone else negatively. We reserve all of our rights in the Licensed Materials and all other intellectual property rights. We may revoke your license at any time by written notice to you. You acknowledge that, except for the license expressly granted in this Agreement, you have not acquired and will not acquire any right, interest or title to the Links or the Licensed Materials by reason of this Agreement or through the exercise of any rights in the Links or the Licensed Material granted to you under this Agreement. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

7. Non-Exclusive Limited License and Use of Affiliates Logos and Trademarks. You grant us a non-exclusive license to utilize your names, titles and logos, trademarks and service marks (collectively, "Affiliate Materials"), with prior written consent from you, to advertise, market, promote and publicize in any manner under this Agreement. We will not, however, be required to advertise, market, promote or publicize your Web site. You represent to us that you are the sole and exclusive owner of the Affiliate Materials and have the right and power to grant to us this license and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

8. Obligations Regarding Your Web site. You will be solely responsible for the technical operation of your Web site and all related equipment; creating and posting product descriptions on your Web site and linking those descriptions to our catalog; the accuracy and appropriateness of materials posted on your Web site; for ensuring that materials posted on your Web site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights); and for ensuring that materials posted on your Web site are not libelous or otherwise illegal.

You agree that your Web site will not, in any way, copy or resemble the look and feel of our Web site nor will you create the impression that your Web site is our Web site or is a part of our Web site. You also agree that your Web site will not contain any content of our Web site or any materials which are proprietary to 1-800- HELP-4-PETS©, except (i) with our prior permission, or (ii) materials obtained by you via the 1-800- HELP-4-PETS© Affiliate Web site in accordance with the provisions hereof or the policies or instructions thereon. You further agree that your domain name does not and will not contain the words "1-800- HELP-4-PETS", "HELP-4-PETS" and/or "800HELP4PETS" or any variation thereof. We disclaim all liability for such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorney's fees and expert witness fees) relating to the development, operation, maintenance, and contents of your Web site.

9. Term. The term of this Agreement will begin upon our acceptance of your Affiliate Program Application and will end when terminated by either Party. At any time, either Party may terminate this Agreement, with our without cause, by giving the other Party written notice of termination. If this Agreement is terminated for any reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Upon the termination of this agreement for any reason, you will immediately cease use of, and remove from your Web site, all Links and Licensed Material and any other names, marks, symbols, copyrights, logos, fanciful or other characters, designs, representations, figures, drawings, photographs, ideas or other proprietary designations or properties owned, developed, licenses or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Affiliate Program.

10. Modification. We may modify any of the terms and conditions contained in this Agreement, at any time or in our sole discretion. Posting on our Web site of a change notice or a new agreement is considered sufficient notice. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement, your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our Web site will constitute binding acceptance of the change.

11. 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 Program, 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.

12. Relationship of Parties. You and 1-800- HELP-4-PETS© 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 (a) have no authority to make or accept any offers or representations on our behalf and (b) not make any statement, whether on your Web site or otherwise, that reasonably would contradict anything in this Section.

13. Disclaimers. We make no express or implied warranties or representations with respect to the Affiliate Program or any products or other items sold through the Affiliate Program (including without limitation warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Web site will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.

14. Representations and Warranties. You hereby represent and warrant to us the following: (i) 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; (ii) the execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate any provision of law, rule or regulation to which you are subject to, any order, judgment or decree applicable to your or binding upon your assets or properties, any provision of your by-laws or certificate of incorporation or any agreement or other instrument applicable to you or binding upon your assets or properties; and (iii) you are an adult of at least 18 years of age.

15. Confidentiality. We may disclose to you certain information as a result of your participation as part of the Affiliate Program, which information we consider to be confidential (herein referred to as "Confidential Information") which shall include, but not be limited to, any modifications to the terms and provisions of this Agreement made specifically for your Web site and not generally available to other members of the Affiliate Program, Web site, business and financial information relating to 1-800- HELP-4-PETS© customer and vendor lists relating to 1-800- HELP-4-PETS© and pricing and sales information for 1-800- HELP-4-PETS© and any members of the Affiliate Program, other than you. Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your 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 or if the same is required by law or legal process.

16. Indemnification. You hereby agree to indemnify, defend and hold harmless 1-800- HELP-4-PETS©, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Affiliate Materials infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) any claim related to your Web site.

17. Entire Agreement. The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any Party which is not contained in this Agreement shall be valid or binding between the Parties.

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