Affiliate Program Terms and Conditions

Last Updated: March 26, 2025

This Affiliate Agreement between Protect Animals with Satellites LLC (“Company”, “Us” or “We”) and you (“You”. “Your” or “Affiliate”) (“Agreement”) contains the complete terms and conditions that apply to Your participation as an affiliate in the Affiliate Program of the Company, and the establishment of links from Your content (e.g., website, social media footprint, etc.) (“Managed Content”) to our website: www.halocollar.com or mobile application (collectively, “Site”). You agree and acknowledge that You will be separately bound by the terms and conditions of the affiliate platform that We use that is provided by Performance Horizon Inc. (d/b/a Partnerize) (“Exchange Publisher Service Agreement”). You agree and acknowledge that We are a third-party beneficiary to the Exchange Publisher Service Agreement. The terms and conditions in the Exchange Publisher Service Agreement are in addition to the terms and conditions below. In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of the Exchange Publisher Service Agreement, the terms and conditions of this Agreement shall prevail. YOU MUST READ AND AGREE TO THESE TERMS AND CONDITIONS BEFORE PARTICIPATING IN THE AFFILIATE PROGRAM. THESE TERMS CONTAIN PROVISIONS THAT LIMIT OUR LIABILITY TO YOU AND REQUIRE YOU TO RESOLVE ANY DISPUTE WITH US THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, WHICH MAY NOT APPLY TO YOU SUBJECT TO THE LAWS OF YOUR JURISDICTION. THIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, IF ANY, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY, UNLESS APPLICABLE LOCAL LAW IN YOUR JURISDICTION PROVIDES OTHERWISE. We reserve the right, in our sole discretion, to make changes or modifications to this Agreement at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of this Agreement, and you waive any right to receive specific notice of each such changes. You will be subject to and will be deemed to have been made aware of and to have accepted, the revised terms of the Agreement by your continued participating in the Affiliate Program after the date such revised Agreement is posted

Enrollment in the Affiliate Program:

First, you need to submit a complete Affiliate Program Application. We will evaluate Your application and will user reasonable commercial efforts to notify You of Your acceptance or rejection within five (5) business days. We may reject Your application if We determine (at our sole discretion) that your Managed Content is unsuitable for the Affiliate Program for any reason. If We reject Your application, you are welcome to reapply to the Affiliate Program at a later time.

Prohibited Managed Content:

Managed Content that promotes or contains the following is prohibited:

- sexually explicit material or violence.
- discrimination based on race, sex, religion, national origin, or physical disability.
- illegal activities.
- coupons, offer walls or other promotions only content.
- “Get rich” quick/passive income affiliates
- Software downloads that potentially enable diversions of commission from other affiliates in our Affiliate Program.
- Language which may inaccurately represent Your relationship with the Company, including with Cesar Millan.
- content related to breeders, puppy mills, kennels, pet classifieds, retail/e-tail pet stores selling dogs, including social groups selling pets online.
- content that promotes any form of animal cruelty.
- Political content.

Commissions and Refunds:

In the event a customer who orders Company’s qualified products or services through a Link on Your Managed Content (“Customer”) requests a refund for a transaction for which the Affiliate has earned commissions, any commissions earned on the refund amount will be deducted from the Affiliate’s balance. If the commission has been previously paid to Affiliate, this deduction may be taken against future commissions earned. Commissions paid on non-qualified products will be reversed – no commissions will be paid on accessory-only purchases.

Spam:

Affiliate agrees to not utilize SPAM in promoting the Company. This action will result in the immediate termination of Your account with a cancellation of any pending commissions.

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, You must use extreme caution when choosing an opt-in mailing list company! Using anything but the most reputable sources could generate spam complaints against You resulting in Your 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 and will be cause for immediate termination.

Promotion of Our Affiliate Relationship:

As an Affiliate, We will make available to you Links (each of these links sometimes being referred to herein as “Links” or, individually, as a “Link”) and banners, which, subject to the terms and conditions hereof, You may display as often and in as many areas on Your Managed Content as You desire. You agree only to use Links provided by or approved for use in writing by the Company. The Links will serve to identify the Managed Content as a member of our Affiliate Network and will establish a Link from the Managed Content to ours at Our Site.

You agree not create or design your Managed Content or any other content that you operate in a manner which resembles our Site nor design your content in a manner which leads Customers to believe you are the Company, Cesar Millan, or any other affiliated business of the Company. Absolutely no use of Cesar Millan’s image is permitted except in ads provided by the Company.

Links:

Subject to the terms below, We will provide Links to You, which will consist of graphic images or text. You agree to display these Links prominently throughout Your Managed Content. These Links will connect Your Managed Content directly to Our Site. By utilizing these Links, users of Your Managed Content will be able to order, directly from the Company, any product(s) or services that were described or referenced on Your Managed Content. Orders placed utilizing these Links will be eligible for commissions within a 15-day cookie window provided the Links were utilized and marketed in accordance with the terms of this Agreement.

In utilizing Links, you also agree that you will display on Your Managed Content only those graphic images (indicating a Link) that are provided to You by Us, and You will substitute such images with any new images provided by Us from time to time throughout the term of this Agreement. Each Link connecting users of Your Managed Content to the pertinent area of our Site will 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. You agree and acknowledge that we will monitor Your Managed Content to determine your compliance with this Agreement.

PPC/Shopping/PLA’s and Bidding Rules:

Affiliates are prohibited to bid on the following:

Branded/trademarked terms including but not limited to Cesar Millan, Halo and Halo Collar
Derivatives of the branded/trademarked terms
Broad-match based on branded/trademarked terms
using the brand name Halo Collar in the Display URL nor the Title & Ad Copy

You may bid on the branded/trademarked terms of Halo Collar’s competitors, as well as Link directly to Our Site from a Paid Search Ad. Promotion through Google Shopping / Product Listing Ads is prohibited without the Company’s prior written consent.

Company Responsibilities:

We will be responsible for providing all information necessary to allow You to make appropriate Links from Your Managed Content to our Site. We will be solely responsible for processing every order placed by a Customer following a special Link from your Managed Content, for tracking the volume and number of sales generated by your Managed Content, and for providing information to our affiliates regarding sales statistics. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and related Customer service.

Contests and Promotions:

As an Affiliate, You will be entitled to participate and promote on Your Managed Content any sweepstakes, contests, and special promotions We may offer as part of Our Affiliate Program. In addition, You will be entitled to earn commissions as set forth in the Affiliate Program.

Only offers and promotional tools provided explicitly by the Company for use on Managed Content are 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 Applicable Laws, including FTC Compliance:

You represent and warrant that you will comply with all applicable laws, including without limitation, the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising. You are solely responsible for ensuring that reviews, descriptions, and articles on Your Managed Content comply with applicable copyright, FTC disclosure and other laws. Failure to adhere to any necessary FTC compliance disclosures is cause for immediate termination in Our Affiliate Program without further compensation. It is Your responsibility to know what disclosures are necessary.

Reports of Sales:

You will be given a username and password and have the ability to enter a password-protected website to receive your sales statistics on a daily basis – via our Affiliate Platform.

Your Responsibilities:

Policies and Pricing:

Customers who buy the Company’s products or services through the Affiliate Program will be deemed to be Customers of the Company. Accordingly, all of Our rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those Customers. We may 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 Affiliate Program in accordance with Our own pricing policies. Our prices and product and services availability may vary from time to time. Because price changes may affect products or services that you already have listed on Your Managed Content, You should update pricing often or not include price information in your product descriptions.

Customers sent to the Company must be the end user of the product/service. If You place an order on behalf of the Customer, approval of this promotional method must be explicitly provided by the Company.

Publicity:

You shall not create, publish, distribute, or permit any written material that refers to Us without first submitting such material to Us and receiving Our written consent.

Licenses and Use of the Company’s Content, including logos and Trademarks:

WE GRANT TO YOU A NON-EXCLUSIVE, LIMITED , 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 THE CONTENT PROVIDED OR MADE AVAILABLE TO YOU BY THE COMPANY, INLCUDING OUR LOGOS, TRADE NAMES, TRADEMARKS, AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (COLLECTIVELY, THE “LICENSED MATERIALS”), FOR THE SOLE PURPOSE OF SELLING OUR PRODUCTS AND SERVICES ON YOUR MANAGED CONTENT . YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY WITHOUT WRITTEN PERMISSION.

You shall not make any specific use of any Licensed Materials for purposes other than selling the Company’s products and services on Your Managed Content, without first submitting a sample of such to us and obtaining the prior written consent of the Company’s Affiliate Program Manager. We reserve all of our rights in the Licensed Materials and of our other proprietary rights.

Warranty and Indemnification:

You hereby represent and warrant that: (a) You have the right to enter into this Agreement and to grant the rights granted; (b) the Managed Content and the Sponsored Content do not violate any third-party rights and comply with all applicable laws. You will at all times defend, indemnify and hold Company and its officers, agents, employees, successors, assignees and licensees harmless from and against any and all third-party claims, damages, liabilities, costs and expenses, including reasonable attorneys’ fees, arising out of (x) any breach or alleged breach by You of any representation or warranty made by You herein; or (y) the use or dissemination of the Managed Content or Sponsored Content hereunder.

DISCLAIMER OF WARRANTIES:

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE AFFILIATE PROGRAM IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE BASIS.” YOU AGREE THAT YOUR PARTICIPATION IN THE AFFILIATE PROGRAM IS AT YOUR SOLE RISK. YOU FURTHER AGREE THAT COMPLIANCE WITH LOCAL LAW IN YOUR PARTICIPATION IN THE AFFILIATE PROGRAM WILL BE YOUR SOLE RESPONSIBILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, IN CONNECTION WITH THE AFFILIATE PROGRAM AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability:

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY CLAIM RELATING TO THIS AGREEMENT IN EXCESS OF THE FEES OR OTHER CONSIDERATION PAID BY COMPANY TO AFFILIATE HEREUNDER. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MANDATORY ARBITRATION; CLASS ACTION WAIVER:

Any dispute relating in any way to Your participation in the Affiliate Program or otherwise related to this Agreement (“Disputes”), shall be resolved exclusively through confidential arbitration, rather than in court, and shall be governed exclusively by the laws of the State of New York, without regard to principles of conflict of laws. The United States Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Further, any question as to the validity of this Arbitration Agreement shall be submitted to confidential arbitration and decided by an arbitrator. If a Dispute arises under this Agreement, You agree to first contact us at legal@halocollar.com. Before formally submitting a Dispute to arbitration, You and We may choose to informally resolve the Dispute.

You agree that any and all Disputes, including the validity of this arbitration clause and class action waiver, shall be submitted to final and binding arbitration before a single arbitrator of the American Arbitration Association (“AAA”) in a location convenient to you or telephonically. Either You or We may commence the arbitration process by submitting a written demand for arbitration with the AAA and providing a copy to the other party. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Dispute Resolutions Procedures, Supplementary Procedures for Consumer-Related Disputes, in effect at the time of submission of the demand for arbitration. The AAA’s rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA’s site at https://www.adr.org. Except as may be required by law as determined by the arbitrator, no party or arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

Notwithstanding the foregoing, the following shall not be subject to arbitration and may be adjudicated only in the state and federal courts of New York: (i) any dispute, controversy, or claim relating to or contesting the validity of our intellectual property rights and proprietary rights, including without limitation, patents, trademarks, service marks, copyrights, or trade secrets; (ii) an action by Us for temporary or preliminary injunctive relief, whether prohibitive or mandatory, or other provisional relief; (iii) any legal action by Us against a non-consumer; and (iv) interactions with governmental and regulatory authorities. You expressly agree to refrain from bringing or joining any claims in any representative or class-wide capacity, including but not limited to bringing or joining any claims in any class action or any class-wide arbitration.

The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement may be joined to an arbitration involving any other party subject to this Agreement, whether through a class action, private attorney general proceeding, class arbitration proceedings or otherwise. If an arbitrator or court decides that any part of this arbitration agreement is invalid or unenforceable, the other parts of this arbitration agreement shall still apply; however, if an arbitrator or court decides that the class action waiver is invalid or unenforceable, then the entirety of this arbitration agreement shall be null and void. YOU UNDERSTAND THAT YOU WOULD HAVE HAD A RIGHT TO LITIGATE IN A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH ARBITRATION. You shall have thirty (30) days from the earliest of the date that You participate in the Affiliate Program to opt out of this arbitration agreement, by contacting us by email at legal@halocollar.com . If you do not opt out by the earliest of the date that participate in the Affiliate Program, then you are not eligible to opt out of this arbitration agreement.

General Provisions:

This Agreement constitutes the entire agreement of the parties with respect to this subject matter and may not be modified in any way except by written agreement signed by both parties. There are no other agreements either express or implied with regard to this subject matter. We shall not be deemed in default of this Agreement to the extent that performance of our obligations or our attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, pandemics, epidemics, public health emergencies, acts of war or terrorism, shortage of materials or supplies, failure of transportation or communications or of suppliers of goods or services, or any other cause beyond our commercially reasonable control. Failure by either party at any time to enforce any obligation by the other party, to claim a breach of any term of this Agreement, or to exercise any power agreed to hereunder will not be construed as a waiver of any right, power or obligation under this Agreement, will not affect any subsequent breach, and will not prejudice either party as regards any subsequent action. If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction, the remaining terms and provisions of this Agreement shall remain unimpaired and in full force and effect. The parties expressly understand and agree that Affiliate is an independent contractor and shall not be considered for any purpose to be an employee of Company.