- Affiliate Terms & Conditions
terms and conditions
This Agreement defines your relationship with Petco Animal Supplies, Inc. ("Petco"). This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the Affiliate Network of Petco (the "Program"). As used in this Agreement, "we" means Petco, and "you" means the applicant party. "Site" means a World Wide Web site.
Enrollment in the Program
- 1.1 You may submit a completed Program application to begin the enrollment process. Submission of your application to the Petco Affiliate Program implies acceptance to the terms set forth in this Agreement.
- 1.2 We will evaluate your application and notify you of your acceptance or rejection. We may reject your application if, in our sole discretion, we determine for any reason that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that contain harmful, offensive, obscene, defamatory, illegal, threatening, harassing, infringing or racially or ethnically, or otherwise, objectionable content. If we reject your application, you may reapply to the Program at any time; however, you should not link to our Site unless you are approved for the Program.
Links on Your Site
- 2.1 You will link your Site to areas within our Site using special URLs specified in the Program (the "Required URLs"). You may post as many links to the Required URLs as you like on your site. The position, prominence and nature of links on your Site shall comply with any requirements specified in this Agreement.
- 2.2 General Link to Petco Home Page: You may provide a general link on your Site to our home page(s) in a format to be approved by us. We will provide you with guidelines, content and graphical artwork to use in linking to our home page ("Product Information"). Petco may with seven days prior notice (a) change, suspend or discontinue any aspect of an Product offer (b) remove, alter, or modify any graphic, banner, content, or text submitted by us to you for use in connection with the sale of our products ("Petco Content"). You agree to promptly implement any request from us to remove, alter or modify any of your content or related content appearing on your site. Any failure by you to comply with the terms of this paragraph shall entitle us to, in addition to any other remedies available, extend all New transactions for one additional commission period pending your compliance with our request to update your links.
- 2.3 Prohibitions: You understand and acknowledge that this Agreement is made between you and Petco and is solely for the purpose of allowing you to link to the Petco website.
- 2.3.1. You may NOT use the name Petco, Trupanion, or any of Petco or Trupanion product names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including without limitation, those names, logos, service marks, trade dress, copyrights, and proprietary technology currently used or which may be developed and/or used by it in the future except as expressly authorized by this Agreement (collectively, the "Property").
- 2.3.2. In particular, you may NOT use the Property, or any variation thereof, in metatags; you may NOT use the Property, or any variation thereof, in hidden text or source code.
- 2.3.3. You may NOT use the Property, any variation thereof, in your domain name or any other part of your Universal Record Locator (URL). Further, your Site will not, in any way, resemble or look or feel or create the impression of Petco's Site.
- 2.3.4. You may not make any representations, warranties, or other statements concerning the Sites, products or services and/or policies of Petco or Trupanion.
- 2.3.5. You may NOT engineer your site in such a manner that pulls Internet traffic away from Petco or Trupanion. If your site donates any portion of its referral fees to any school, foundation or other charitable organization, you may not state or imply that Petco, Trupanion or any of their Sites endorse such activities or is responsible in any way for the inclusion and donation of funds to any of the schools, foundations or charities associated with your site. See also 8.2 of this Agreement.
- 2.3.6. You may NOT wrap or frame our Sites in any manner.
- 2.3.7. You may NOT purchase or bid for the placement of the terms herein, on any third party search engine or portal, including but not limited to, AOL.com, ask.com, excite.com, findwhat.com, Google.com, hotbot.com, looksmart.com, lycos.com, MSN.com, netscape.com, Yahoo.com using Petco or its competitors' trademark or any variation thereof, including intentional or unintentional misspellings and typos. Bidding on these terms and redirecting links using the Petco name are NOT permissible.
- 2.3.8. Use of unauthorized links or coupon codes (those links or codes not specifically provided to you through The Commission Junction Network) by us in the Program is prohibited, and will result in the forfeiture of all commissions earned hereunder by Partner for the month(s) the unauthorized links or coupon codes appear on your site. Unauthorized coupon codes shall include, but not be limited to those coupon codes unrelated to the Program that are distributed through our stores, consumer email newsletters, retail cards or direct mail promotions. Violation of the foregoing prohibitions may result in, among other things, the immediate termination of this Agreement and/or the commencement of an action by Petco against you seeking, without limitation, injunctive relief and/or recovery of actual, statutory and/or punitive damages.
- 2.3.9. You agree that you will not send, transmit and/or distribute any email that in any way suggests or implies that Petco or Trupanion was the sender or sponsor of such email or procured or induced you to send such email. Additionally, you will identify yourself (the Affiliate) as the sender of the email and ensure the email does NOT contain a falsified sender name and does NOT include a false or misleading subject line.
- 2.3.10. You agree that you will not forward, redistribute, or otherwise repurpose any email marketing that Petco or Trupanion sends to its Affiliates and/or customers.
- 2.3.11. You agree that you will send emails only to those recipients who have opted in to receive emails from you.
- 2.3.12. You agree that all email marketing shall include language that notifies the recipient that he/she may unsubscribe or "opt out" from further email solicitations from you.
- 2.3.13. You will comply with all local, state and federal laws as amended (including, but not limited to, the "CAN-SPAM" Act, effective January 1, 2004) regarding all email marketing.
- 3.1 We will process product orders placed by customers who follow special links from your site to the Petco site and/or Trupanion site in accordance with applicable legal requirements. We reserve the right to reject orders that do not comply with any reasonable requirements that we may periodically establish.
- 3.2 We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare orders forms; process payments, cancellations, and returns; and handle customer service.
- 3.3 We will track sales made to customers who purchase products using special links from your site to our site and will send you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our reasonable discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the special links between your site and our site are properly formatted.
- 3.4 Petco, through our partnership with Trupanion, will be responsible for all administration, which includes but is not limited to, issuing policies, (the "Policies", or individually, a "Policy") or certificates, customer service, billing and collection premium, preparation and printing of sales material, and paying claims.
- 4.1 From time to time, Petco may post on The Commission Junction Network Offers to pay you, a specified referral fee on certain "Qualifying Products". The fee schedule to which you agree is listed in your Commission Junction Offer. The terms and conditions of such Offers shall be incorporated into this Agreement. The terms of an Offer, as posted on The Commission Junction Network or otherwise communicated to you shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Offer and the terms of this Agreement, the terms of the Offer shall govern.
- 4.2 Petco will pay you referral fees on certain product sales to third parties. For a product sale to generate a referral fee, the customer must follow a special link (in the format specified by Petco) from your site to the Petco site; purchase the product using our automated ordering system; accept delivery of the product at the shipping destination; and remit full payment to Petco. Petco will pay referral fees for unlimited transactions made per the specified Referral Period within the Program Term you are joined to after the initial click through from your site, even if the visitor returns directly to the Petco site. Referral fees will only be paid to the last site referring the visitor to the petco.com website. Customer Service invoice adjustments and reorders are not eligible to earn referral fees. Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Qualifying Products."
- 4.3 Qualifying Products are defined as all products purchased from Petco, excluding Gift certificates, Gift Cards, Repeat Delivery purchases, all donations and insurance policies.
- 4.4 Petco will pay you a referral fee for every Trupanion insurance application generated from your site from a special link (in the format specified by Petco) from your site. Petco will pay referral fees for the first application completed by a customer within the specified Referral Period in the Program Term you are joined to after the initial click through from your site, even if the visitor returns directly to the Petco site.
- 5.1 You will earn referral fees based on the sale price of Petco Products, according to fee schedules to be established by us. "Sale price" means the sale price listed on the Petco Site and excludes costs for shipping, handling, rebates, and taxes. The fee schedule to which you agree is listed in your Commission Junction Offer. All percentages listed are of "Gross Receipts" for those sales of Petco Products via an approved link from the Affiliate's website(s).
- 5.2 "Gross Receipts" shall mean the (a) revenues generated by all initial sales of Petco Products and/or PetCare insurance to those Affiliate customers who (i) "clicked" from the Affiliates website during the term of this agreement, and (ii) then purchased Petco product(s) and/or completed a PetCare application via Petco shopping cart, less (b) refunds, returns, credit card fees and charge backs and shall not include costs or revenues associated with sales taxes and shipping and handling. Gross Receipts shall not include any other sale or service that Petco subsequently makes to such customer.
- 6.1 Payments will be made as stated in your Offer terms, as per Commission Junction standard payment procedures.
Policies and Pricing
- 7.1 Customers who buy products through this Program will be deemed to be customers of Petco without affecting their status as your customer. Accordingly, all Petco rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers with respect to their transactions at Petco. We may change our policies and operating procedures at any time consistent with applicable laws. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present current and accurate information, but we cannot guarantee the availability or price of any particular product.
Identifying yourself as an Affiliate
- 8.1 We will provide you with a graphic image that identifies your site as a participant in the Program. You must display this image or the words "In association with Petco" somewhere on your site. The logo or phrase may also be linked to the following message: "Petco is proud to have (your name) as a participant in the Petco Affiliate Program. We've agreed to ship products and provide customer service for orders we receive through special links on (your site). We encourage you to visit (your site) often. Thank you for shopping with a Petco Affiliate. If you have a question about an order you've placed, please don't hesitate to contact us." We may modify the graphic image or this notice from time to time.
- 8.2 If your site is engaged in the practice of directing, transferring, or donating any portion of the Referral Fees paid to you by Petco Animal Supplies, Inc. you must provide the following message: "All donations, transfers and pledges of money to any schools, foundations or other types of charitable or philanthropic organizations are made at the sole direction of (your site) and, (if applicable) of (your site's) members. Petco is proud to have (your name) as a participant in the Petco Affiliate Program. Petco is not associated with any of the schools, charities or foundations associated with (your site) and makes no endorsement, express or implied of their activities. We've agreed to ship products and provide customer service for orders we receive through special links on (your site), but we are not responsible for selecting, evaluating or making donations to any of the organizations associated with (your site). We encourage you to visit (your site) often. Thank you for shopping with a Petco Affiliate. If you have a question about an order you've placed, please don't hesitate to contact us."
- 9.1 We grant you a nonexclusive, revocable right to use the image and message described in Section 8 and such other images for which we grant express permission, including, the Property, for the sole purpose of identifying your site as a Program participant and to assist in generating product sales, subject to the terms and conditions solely as set forth in this Agreement. You may not modify the image, the message, the Property, or any of our images in any way. We reserve all of our rights in the image, the message, the Property, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines (see below), as those may change from time to time. We may revoke your license at any time by giving you prior notice.
- 9.2 Each party owns and shall retain all rights, title, interests in its names, logos, trademarks, service marks, trade dress, copyrights, and proprietary technology.
Responsibility for Your Site
- 10.1 You will be solely responsible for the development, operation, and maintenance of your site and for all content that appears on your site.
- For example, you will be solely responsible for:
- The technical operation of your site and all related equipment
- The accuracy, timeliness and appropriateness of content posted on your site (including, among other things, all product-related materials
- Ensuring that materials posted on your 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)
- Ensuring that content posted on your site is not libelous or otherwise illegal
- 10.2 We disclaim all liability for these matters and any other matters that arise indirectly, specially, or consequentially in connection with this Agreement. Further, you will defend, indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your Site and/or any of your representations and warranties set forth herein.
Terms of the Agreements
- 11.1 The terms of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party prior notice of termination through the Account Manager interface using the "Expire" option. Upon termination, all Petco and Product related content and links shall be promptly removed from your site. You are only eligible to earn referral fees on sales of Qualifying Products occurring during the term, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. In the event overpayment is made by us, you agree to promptly remit such excess payment upon notification by us. We may extend your New transactions to ensure that the correct amount is paid.
- 12.1 We may modify any of the terms and conditions contained in this Agreement in our sole discretion, with seven days written notice to you via the Commission Junction website by offering a new Program Term with new terms and conditions attached. We will also make commercially reasonable efforts to notify you of such changes prior to implementation. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE ACCEPTANCE OF THE NEW PROGRAM TERMS WITH THE NEW TERMS AND CONDITIONS WILL CONSTITUE BINDING ACCEPTANCE OF THE CHANGE.
Relationship of Parties
- 13.1 You and we 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 site or otherwise, that reasonably would contradict anything in this Section.
- 13.2 Under this Agreement, the parties agree that The Commission Junction Network and Commission Junction Corporation are intended third-party beneficiaries.
Limitation of Liability
- 14.1 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 Program, even if we have been advised of the possibility of such damages.
- 15.1 We make no express or implied warranties or representations with respect to the Program or any products sold through the 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 site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors; however, we will make commercially reasonable efforts to correct errors or interruptions promptly.
- 16.1 YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATIONS, GUARANGEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
- 17.1 This Agreement will be governed by the laws of the United States and the state of California, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts having venue in or for San Diego, California and you irrevocably consent to the jurisdiction of such courts.
- 17.2 You may not assign this Agreement, by operation of law or otherwise, without Petco's prior written consent. Subject to this restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
- 17.3 Our failure or agreement not to enforce your strict performance of any provision of this Agreement in a given instance will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this agreement.
Guidelines for Using the Petco(S) Service Mark
- 18.1 These guidelines apply to your use of Petco, Trupanion and their respective trademarks and service marks belonging to Petco or Trupanion (the "Trademarks") in content that has been approved by us.
- You may use the Trademarks only for purposes expressly authorized by us.
- You may not modify the Trademarks in any manner. For example, you may not change the proportion, color, or font of the service marks. You may not display the Trademarks in any manner that implies endorsement of your web site or business by Petco outside of your involvement in the Affiliate Program.
- You may not use the Trademarks to disparage Petco, its products or services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our good will in the service mark.
- You must use the TM, or R symbol as applicable next to the Trademarks.
- You acknowledge that all rights to the Trademarks are exclusive property either Petco or Trupanion and all goodwill generated through your use of the Trademarks will inure to the respective party's benefit.
- You must abide by the following Prohibitions: You may NOT use the trademarked name Petco, or Trupanion; You may NOT use Petco or Trupanion's name or Petco or Trupanion's Product names, or any variation thereof, in metatags; you may NOT use Petco Animal Supplies, Inc., or the Trupanion name or any Petco or Trupanion Product names, or any variation thereof, in hidden text or source code; you may NOT use Petco or Trupanion's name, or any variation thereof, in your domain name or any other part of your Universal Record Locator (URL).
- WE RESERVE THE RIGHT IN OUR SOLE DISCRETION TO MODIFY THESE GUIDELINES AT ANY TIME WITH SEVEN (7) DAYS NOTICE THROUGH THE NETWORK SERVICE TO YOU, BY OFFERING YOU NEW PROGRAM TERMS WITH THE MODIFIED TERMS. WE RESERVE THE RIGHT TO TAKE ACTION AGAINST ANY USE THAT DOES NOT CONFORM TO THESE GUIDELINES.
- BY FILLING OUT AND SUBMITTING THE APPLICATION FORM DISCUSSED HEREIN, I AGREE TO THE TERMS OF THIS AGREEMENT AND DESIRE TO BECOME AN AFFILIATE OF PETCO UNDER THESE TERMS AND CONDITIONS.
- 18.1 These guidelines apply to your use of Petco, Trupanion and their respective trademarks and service marks belonging to Petco or Trupanion (the "Trademarks") in content that has been approved by us.