Advertiser Terms and Conditions
Introduction. This
Agreement between you and Pet Technologies, Inc. ("PetLinks") consists of the PetLinks
Standard Terms and Conditions ("Terms and Conditions"), the PetLinks Program (the
"Program") Guidelines, which may be revised periodically, and the terms of any
advertising campaign you submit or modify. "You" or "Advertiser" means the
entity identified in this enrollment form, and/or any agency acting on its
behalf, which shall also be bound by the terms of this Agreement. Please read
very carefully these Terms and Conditions and the Program.
- Direct Sale of Pets Prohibited. You agree not to directly sell pets on
PetLinks. The direct sale of pets is prohibited on the PetLinks network. Classified
services are permitted.
- Use on Partner Sites. You agree that
your ads may be placed on (i) any site owned or operated by The PetLinks (a
"PetLinks Web Site") and (ii) on any site owned by a third party (a "Partner")
with which PetLinks has an agreement to place PetLinks ads ("Partner Site").
Unless otherwise agreed to in writing by PetLinks, any ads may be modified
without your consent to comply with any policy of PetLinks or any Partner Site.
PetLinks reserves the right to, and in its sole discretion may, at any time
review, reject, modify, or remove any ad. The Partners may also have certain
rights allowing them to reject, modify or withdraw ads placed under this
Agreement. No liability of PetLinks and/or any Partner shall result from any
such decision.
- Communications Solely With PetLinks.
Even if your ad(s) are placed on Partner Site(s), you agree to direct to
PetLinks, and not to any Partner, any communication regarding your ad(s) on any
Partner Site.
- Approval of
Advertisement. Any character title, keyword, site description or URL
(collectively, the "Listing") and Bid Amount submitted to the PetLinks Network
is subject to the prior approval of PetLinks. PetLinks will not allow any
Listings which are inappropriate, offensive or irrelevant. Once you submit
your Listing, PetLinks will review your submission for editorial integrity,
relevance, appropriateness and accurate mapping to the PetLinks network of
Sites. You will be notified of rejections. PetLinks reserves the unrestricted
right to reject or cancel any Listing for any reason at any time. When you bid
for placement on the PetLinks network of sites, your approved Listing may also
be posted on sites with which we have partnered (at a minimum, the Listing's
title will be displayed). As a result, Listings may appear anywhere on the
World Wide Web, including on our sites and our partner sites, Listing
positioning and placement is determined by PetLinks in its sole discretion and
is subject to change in PetLinks' sole discretion. PetLinks reserves the right
to edit any titles and/or descriptions and to suspend and/or remove any
Listing at any time for any reason.
- PetLinks Guidelines. The PetLinks
Guidelines contain many important policies and procedures. PetLinks may modify
the PetLinks Guidelines at any time upon notice published on the PetLinks Web
Site.
- Parties' Responsibilities. You are
responsible for knowing the contents of the PetLinks Guidelinest. You are
solely responsible for the selection of all "Targets" (any category, and
other targeting mechanism), and for the content of your ads, including URL
links. PetLinks is not responsible for anything regarding your Web site(s)
including, but not limited to, maintenance of your Web site(s), order entry,
customer service, payment processing, shipping, cancellations or returns.
- Prohibited Uses. PetLinks strictly
prohibits using the PetLinks Web Site or any Partner Site(s) (i) to generate
fraudulent impressions of or fraudulent clicks on Advertiser's ad(s) or
third-party ad(s), including but not limited to using robots or other
automated query tools and/or computer generated search requests, and/or the
fraudulent use of other search engine optimization services and/or software;
(ii) to advertise substances, services, products or materials that are illegal
in any state or country where the ad is displayed; (iii) in any way that
violates any policy posted on the PetLinks Web Site, as revised from time to
time; or (iv) to engage in any other illegal or fraudulent business practice
under the laws of any state or country where the ad is displayed. You may not
include links to any Web site(s) as part of your ad, unless the content found
at such site(s) is relevant to your Target(s). You may not run multiple ads
linking to the same or similar site on the same search results page; or (v) to
advertise the direct sale of animals. You may advertise listing or portal
services of animals for sale or adoption. Violation of these policies may
result in removal of your ad or immediate termination of this Agreement, and
may subject you to state and federal penalties and other legal consequences.
- Termination; Cancellation. PetLinks may
at any time, in its sole discretion, terminate the Program, terminate this
Agreement, or cancel any ad(s) or your use of any Target. PetLinks will notify
you via email of any such termination or cancellation, which shall be
effective immediately. You may cancel any ad and/or terminate this Agreement
with or without cause at any time. Cancelled ads will be discontinued within
24 hours of notice received via your account on the Program homepage.
Termination of your account shall be effective when PetLinks receives notice
via your account on the Program homepage. Upon termination for any reason, (i)
you shall remain liable for any amount due for ads already delivered or for
clicks on any ad(s), and (ii) Sections 2 and 4 through 15 shall survive
termination. Existing credits on your account will be available for use only
towards PetLinks. Should your account be terminated with a credit balance,
your credit will not be refunded. All deposits are non-refundable.
- Confidentiality. Each party agrees not
to disclose Confidential Information of the other party without prior written
consent except as provided herein. "Confidential Information" includes (i)
ads, prior to publication, (ii) submissions or modifications relating to any
advertising campaign, (iii) clickthrough rates or other statistics (except in
an aggregated form that includes no identifiable information about you), and
(iv) any other information designated in writing as "Confidential." It does
not include information that has become publicly known through no breach by a
party, or has been (i) independently developed without access to the other
party's Confidential Information; (ii) rightfully received from a third party;
or (iii) required to be disclosed by law or by a governmental authority.
- No Guarantee. PetLinks makes no
guarantee regarding the levels of impressions or clicks for any ad on its site
or those of its Partners. PetLinks may offer the same Target to more than one
advertiser. You may not receive any impressions for your ad(s) if for a given
Target there are more advertisers than available display positions.
- No Warranty. PetLinks MAKES NO
WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO
ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR
CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR
PURPOSE.
- Limitations of Liability; Force Majeure.
In no event shall PetLinks or any Partner be liable for any act or omission, or
any event directly or indirectly resulting from any act or omission of
Advertiser, Partner, or any third parties (if any). EXCEPT FOR THE PARTIES'
INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, (i) IN NO EVENT
SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL,
SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT,
TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY AND (ii) PetLinks' AGGREGATE LIABILITY TO
ADVERTISER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID TO
PetLinks BY ADVERTISER FOR THE AD GIVING RISE TO THE CLAIM. Each party
acknowledges that the other party has entered into this Agreement relying on
the limitations of liability stated herein and that those limitations are an
essential basis of the bargain between the parties. Without limiting the
foregoing and except for payment obligations, neither party shall have any
liability for any failure or delay resulting from any condition beyond the
reasonable control of such party, including but not limited to governmental
action or acts of terrorism, earthquake or other acts of God, labor
conditions, and power failures.
- Payment. You agree to pay PetLinks an upfront,
non-refundable set up fee in the amount set forth on the registration form.
You also agree to pay PetLinks based on the number of click-throughs to the
specified Web site generated via the PetLinks Service in advance. Such amount shall be
determined by multiplying the number of click-throughs by your Bid Amount for
each keyword and site purchased. You hereby authorize PetLinks to charge your
credit card for your pre-determined amount as pursuant to the terms set forth
in connection with the PetLinks Service and you agree to pay all such charges.
PetLinks will not rebill or perform scheduled charges to
your account without your authorization. Your advertising with PetLinks is
contingent on an avaialble
credit in your PetLinks account. PetLinks will suspend your currently
active campaigns in the PetLinks Service if your account balance falls to $0.
If your account is reduced to $0 for 90 days or more, PetLinks may terminate
your participation in the PetLinks Service. If you dispute any charge made
under the Program, you must notify PetLinks in writing within sixty (60) days
of any such charge; failure to so notify PetLinks shall result in the waiver by
you of any claim relating to any such disputed charge. Charges shall be
calculated solely based on records maintained by PetLinks. No other
measurements or statistics of any kind shall be accepted by PetLinks or have
any effect under this Agreement. All deposits to your PetLinks account are
non-refundable.
- Representations and Warranties. You
represent and warrant that (a) all of the information provided by you to
PetLinks to enroll in the Program is correct and current; (b) you hold all
rights to permit PetLinks and any Partner(s) to use, reproduce, display,
transmit and distribute ("Use") your ad(s); and (c) PetLinks and any Partner(s)
Use, your Target(s), and any site(s) linked to, and products or services to
which users are directed, will not, in any state or country where the ad is
displayed (i) violate any criminal laws or third party rights giving rise to
civil liability, including but not limited to trademark rights or rights
relating to the performance of music; or (ii) encourage conduct that would
violate any criminal or civil law. You further represent and warrant that any
Web site linked to your ad(s) (i) complies with all laws and regulations in
any state or country where the ad is displayed; (ii) does not breach and has
not breached any duty toward or rights of any person or entity including,
without limitation, rights of publicity or privacy, or rights or duties under
consumer protection, product liability, tort, or contract theories; and (iii)
is not false, misleading, defamatory, libelous, slanderous or threatening.
- Your Obligation to Indemnify. You
agree to indemnify, defend and hold PetLinks, its agents, affiliates,
subsidiaries, directors, officers, employees, and applicable third parties
(e.g., all relevant Partner(s), licensors, licensees, consultants and
contractors) ("Indemnified Person(s)") harmless from and against any and all
third party claims, liability, loss, and expense (including damage awards,
settlement amounts, and reasonable legal fees), brought against any
Indemnified Person(s), arising out of, related to or which may arise from your
use of the Program, your Web site, and/or your breach of any term of this
Agreement. Customer understands and agrees that each Partner, as defined
herein, has the right to assert and enforce its rights under this Section
directly on its own behalf as a third party beneficiary.
- Information Rights. PetLinks may retain
and use for its own purposes all information you provide, including but not
limited to Targets, URLs, the content of ads, and contact and billing
information. PetLinks may share aggregate (i.e., not personally identifiable)
information about you with advertisers, business partners, including
syndication Partners, sponsors, and other third parties. The display of your
ad on Partner Site(s) will provide access to Partner(s) to the content of your
ads, including the URL(s), and any contact or other information that can be
obtained through such URL(s), as well as data regarding queries or clicks on
directory categories that may enable such Partner(s) to determine your
Targets.
- Miscellaneous. Any decision made by
PetLinks under this Agreement shall be final. PetLinks shall have no liability
for any such decision. You will be responsible for all reasonable expenses
(including attorneys' fees) incurred by PetLinks in collecting unpaid amounts
under this Agreement. This Agreement shall be governed by the laws of
Michigan, except for its conflicts of laws principles. Any dispute or claim
arising out of or in connection with this Agreement shall be adjudicated in
Oakland County, Michigan. This constitutes the entire agreement between the
parties with respect to the subject matter hereof. Any modifications to this
Agreement must be made in a writing executed by both parties. The waiver of
any breach or default of this Agreement will not constitute a waiver of any
subsequent breach or default. If any provision herein is held unenforceable,
then such provision will be modified to reflect the parties' intention, and
the remaining provisions of this Agreement will remain in full force and
effect. Advertiser may not resell, assign, or transfer any of its rights
hereunder. Any such attempt may result in termination of this Agreement,
without liability to PetLinks. The relationship(s) between PetLinks and the
"Partners" is not one of a legal partnership relationship, but is one of
independent contractors. This Agreement shall be construed as if both parties
jointly wrote it.
- Code:
PetLinks Referral Partner ad codes must be not be modified from original format
without consent from PetLinks. You agree to use the ad code provided for
displaying Creative not more than ONCE per page view. Referral Partner ad
codes may be placed in email messages. PetLinks Referral Partner ad codes may
be used on Webpages that contain forums, discussion boards, or chat rooms.
Publisher can not alter, copy, modify,
take, sell, reuse, or divulge any PetLinks computer code, except as is
necessary to partake in the PetLinks Network, provided, however, with the prior
approval of PetLinks, a Publisher may, in certain instances, modify the PetLinks
computer code for purposes of inserting certain pre-approved language above or
below an advertisement served by PetLinks.
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