Affiliate Program Terms and Conditions of participation

This Affiliate Agreement between Protect Animals with Satellites LLC (“Company”, “Us” or “We”) and you (“You”. “Your” or “Affiliate”) 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. 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

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 any time.

Prohibited Managed Content/Verbiage/Other – not allowed:

The following Managed Content is prohibited:

Managed Content that promotes sexually explicit material or violence.
Managed Content that promotes discrimination based on race, sex, religion, national origin, or physical disability.
Managed Content that promotes illegal activities.
Managed Content, that contains 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 program.
Language which may inaccurately represent Your relationship with the Company or Cesar Millan is allowed.
Managed Content that offers content related to breeders, puppy mills, kennels, pet classifieds, retail/e-tail pet stores selling dogs, including social groups selling pets online.
Managed Content that includes any content or promotes any form of animal cruelty.
No 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 Affiliate account with a cancellation of any pending commissions. Affiliate will also be in violation of this Agreement and subject to legal action and be held liable for any financial loss incurred by the Company.

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 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 www.halocollar.com.

You agree not create or design your Managed Content or any other content that you operate, explicitly or implied in a manner which resembles our website 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. These Links will connect Your Managed Content directly to our website. 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 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 website will in no way alter the look, feel or functionality of our website. In addition, we encourage (but do not require) You to include a Link to the home page of our website.

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 halocollar.com from a Paid Search Ad. Promotion through Google Shopping / Product Listing Ads 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 website. 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/amount 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.

Other Responsibilities and Opportunities of Affiliate:

If You qualify and agree to participate as an Affiliate, You shall display Links prominently throughout the Managed Content as you see fit and with our consent.

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 consent 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 the Agreement:

We have the right in our sole discretion to monitor your Managed Content at any time and from time to time to determine if you are in compliance with the terms 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. You must have express permission to use another party’s copyrighted or other proprietary material. We are not responsible for violations. 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 makes reference 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 WEBSITE 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, 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 Affiliate Content and the Sponsored Content do not violate any third-party rights and complies 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 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 Affiliate Content or Sponsored Content hereunder.

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.

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. 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. This Agreement shall be governed by and construed and enforced in accordance with the substantive laws of the State of New York without regard to its conflict of laws principles. The parties further agree that any cause of action arising under this Agreement shall be brought in a federal or state court located in New York, New York and submit to the exclusive jurisdiction of such courts.