New Affiliate Account

AFFILIATE AGREEMENT

This Agreement is made and entered by and between SARPA, LLC, (hereinafter known as “Company”), and enrolled affiliate, (hereinafter known as “Affiliate”), (collectively, the “Parties”).

WHEREAS Company is in the business of offering goods, products and services related to animal registration, identification, materials and accessories to individuals seeking such goods, products and services (the “Services”) and operates an affiliate program for affiliates seeking to refer new prospective customers in search of Company’s services (the “Affiliate Program”) and Affiliate is servicing individuals who may desire, benefit from and or need the Services of Company;

WHEREAS Affiliate seeks join Company's Affiliate Program, provide those individuals Affiliate services access to Company's Services and is in a position to refer prospective clients to Company (“Prospective Clients”), and Company seeks to include Affiliate in its Affiliate Program, is in a position to provide such Prospective Clients the Services and seeks to reimburse Affiliate for any such qualifying referrals made;

NOW, THEREFORE, in consideration of the mutual promises and valuable consideration set forth herein, the parties agree as follows:

PAYOUT DETAILS:
Default Payout - 10% of order sale amount
Condition Period - 1 action per click

SCHEDULE: 
Actions - locked 1 month(s) after end of the month they are tracked
Invoicing Actions - are invoiced on the 15th of the month after they lock
Payout Scheduling - Approved transactions are paid when they lock

QUALIFIED REFERRALS:
Credit Policy - Last Click
Referral Window - Allow referrals from clicks within 30 day(s)

I. SERVICES

Appointment and Scope. Company hereby appoints Affiliate as a non-exclusive Affiliate to promote Company’s Services to its clients and to make referrals thereof to Company for such Services.

Affiliate Link. Company will provide Affiliate with a specific website link, unique to Affiliate, that Affiliate can provide to customers for use in completing purchase of Services on Company Website, which Affiliate will be able to use, display and promote (“Affiliate Link”).

Marketing and Promotion. Affiliate shall have the right to use Company’s marketing materials and logos for the sole purpose of promoting Company’s Services. Any marketing or promotional activities conducted by Affiliate shall be in compliance with applicable laws and regulations. All such content must only be branded copy, content and media provided by Company. Any copy, content or media not provided by Company must be approved by Company prior to use.

Website Access. Company authorizes Affiliate to link to www.ServiceAnimalRegistry.com (“Company’s Website”) from Affiliate’s website for the express purpose of referring new clients to Company and utilizing the Affiliate Link. Affiliate is responsible for notifying Company of any malfunctioning of the URLs or other problems with Affiliate’s participation in the Agreement. Company will respond promptly to all concerns upon notification by Affiliate.

Referral Arrangement. Affiliate may, from time to time, refer new Prospective Clients to Company on a non-exclusive basis. Company will reimburse Affiliate in accordance with section (II) of this Agreement for each “Qualifying Referral.” A Qualifying Referral shall mean (i) the Prospective Client is not a client that Company has already been a client of, has contacted Company about Services, has already been referred to Company by a third party, or has been suspended for non-payment or violation of Company Terms of Use; (ii) the Prospective Client has started and completed its purchase of Company's Services (a “Session”) having come to Company’s Website via the Affiliate Link from Affiliate’s website and that Affiliate Link is the last link to the Company’s Website that the Prospective Client uses during a Session. A Session is the period of time beginning from a Prospective Client’s initial contact with Company’s site via the Affiliate Link and terminating when the Prospective Client either returns to the Company’s Website via a link from a site other than Affiliate’s site or that of the Affiliate Link, or the Agreement expires or is terminated; (iii) the Prospective Client has completed a purchase of Company’s Services utilizing the Affiliate Link.

Reporting and Access. Company shall provide Affiliate with access to a secure online portal where Affiliate can track sales and commissions.

II. REIMBURSEMENT

Company agrees to pay Affiliate in accordance with paragraph (II)(B) for each Qualifying Referral. Company shall have the sole right and responsibility for processing all orders made by Prospective Clients. Affiliate acknowledges that all agreements related to sales to Prospective Clients shall be between Company and the Prospective Client. All determinations of qualifying links and whether a commission is payable will be reasonably made by Company and will be final and binding on Affiliate. Prices for the products will be set solely by Company at its discretion.

Affiliate will be reimbursed in accordance with the following: Affiliate will receive a 10% commission for each Qualifying Referral purchase. For an Affiliate to receive a commission, the referred account must remain active for a minimum of 31 days. Payment will be made to Affiliate on a monthly basis, for commission earned in the preceding month, and will be once a month. Payments will only be sent for transactions that have been successfully completed. Transactions that result in chargebacks or refunds will not be paid out.

III. DUTIES OF THE PARTIES

Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses and/or rights granted hereby, and (b) any material which is provided to the other party and displayed on the other party's site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v)violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.

Each party represents to the other that it shall comply with all applicable laws, rules and regulations, and will not infringe upon any third-party rights in its performance of its rights and obligations under this Agreement.

Affiliate further represents and warrants that it will comply with all laws, rules and regulations; it will conduct itself in an ethical manner and refer only bona fide Prospective Clients to Company and will not “Self-Refer,” which means that the Affiliate fees will only result in transactions done by other people using the Affiliate Link; it will not infringe or otherwise violate any third-party rights; Affiliate cannot and will not in any way create an impression that it or its website is belonging to or associated with Company or Company’s Website or even mirror a part of Company’s website in any manner; will not engage in any behavior that is fraudulent, abusive or harmful to the Company, Company’s Website, or the Affiliate Program; will not use redirects to bounce back links from a domain that did not originate the click to make it appear that the click came from that domain. If Affiliate is found redirecting links to hide or manipulate the original source, Affiliate referral fees not yet paid by Company will be void and this Agreement will be terminated; it will not send unsolicited bulk-email (spam). Affiliate shall not create advertising sites that contain adult content, pornography, weapons, graphic violence (including any violent video game images), alcohol, drugs, tragedy, transportation accidents, sensitive social issues or gambling, or content that is abusive, profane, hateful, threatening, harmful, abusive, abusive, harassing, or discriminatory (whether by race, ethnicity, religion, religion, sex, sexual orientation, physical disability, or otherwise); agrees not to make any representations, warranties or other statements concerning Company, Company’s Website, any of Company’s Services, or Company’s site policies, except as expressly authorized by Agreement.

Affiliate will comply with applicable laws, regulations and guidelines regarding advertising and marketing, including without limitation, the Federal Trade Commission (FTC) Endorsement Guides, which requires disclosure of communications between advertisers and sponsors. This means that all of Affiliate’s materials (e.g. emails, websites, blogs) must clearly disclose the fact that you are receiving compensation for referred customers. Company reserves the right to withhold the Referral Fee and terminate the relationship if Affiliate does not comply with any of the foregoing guidelines or other FTC regulations or guidelines that we deem appropriate.

Except as expressly set forth in this agreement, Company does not make any other representation, warranty, or guarantee, as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the program provided or offered hereunder. Except as expressly set forth herein, the program is provided strictly on an “as is” basis and all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement of third party rights or any warranties arising from usage of trade, course of dealing or course of performance are hereby disclaimed to the maximum extent permitted by applicable law. In particular, Company does not make any representations or warranties regarding compensation or any other benefits that Affiliate will receive. All of Company’s obligations are as, and only as, expressly stated in this Agreement.

IV. AGREEMENT PROVISIONS.

Term and Termination. This Agreement shall commence on the Effective Date and continue unless sooner terminated as authorized herein. Either party may terminate this Agreement at any time given thirty (30) days prior written notice of termination to the other party. Neither party will be under any obligation to give an explanation or reason for such termination. In such event, Company shall pay Affiliate for all sums due up until the date of termination. This Agreement shall terminate upon the closure of the Company Website, or the closure and/or bankruptcy of the Company. Either Party may terminate this Agreement for material breach, provided, however, that the terminating Party has given the other Party at least ten (10) days written notice of and the opportunity to cure the breach. If Affiliate fails to refer at least one (1) referral in a 3-month period, the Agreement may automatically terminate, at the election of Company.

Independent Company Relationship. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship among the Parties and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. Nothing in this Agreement shall be construed to require the parties to obtain professional and nonprofessional staff from the other on an exclusive basis, not to prohibit either party from providing professional and nonprofessional staff to any third party.

Ownerships and Licenses. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future. Company grants Affiliate a revocable, non-exclusive license to use, reproduce and transmit the name, logo and services marks on Affiliate’s site solely for the purpose utilizing and promoting links from Affiliate’s site to Company’s Website for the duration of this Agreement. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Affiliate grants Company a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Affiliate solely for co-branding purposes or as a return link from Company's Website to Affiliate’s site.

Limitation of Liability. Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental, or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension, or interruption of service, termination of this Agreement, use or misuse or other performance of Services under this Agreement.

Indemnification. Affiliate shall defend, indemnify and hold harmless Company, its officers, directors, employees, successors, clients, clients, and agents from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, cost or expenses of any kind, including, but not limited to damages to persons or property (including all costs and reasonable attorney’s fees incurred in defending any claim) resulting from any act or omission, or misconduct under this Agreement.

Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the Parties at the addresses identified in the first paragraph of this agreement as follows ( or as otherwise specified by a party in a notice given in accordance with this Section): Notices sent in accordance with this Section shall be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail (in each case, with confirmation of transmissions, if sent during normal business hours of the recipient, and on the next business day, if sent after next business hours of the recipient: or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

Noncompetition, Non Solicitation, and Confidentiality. Affiliate agrees that during the entire term of this Agreement, and for a period of one (1) year thereafter, it shall not, directly or indirectly, as owner, principal, agent, stockholder, director, manager, representative, employer, independent contractor, counselor, partner, client, or in any other capacity whatsoever solicit or accept Company clients, clients or staff subject to this Agreement for the purpose of providing, either directly or indirectly, Services the same or similar to those done by Company. Further, each party shall not, and shall cause its employees and agents to not, disclose or use for its/their gain or benefit or the gain or benefit of a third party any information about the other party’s clients or any information pertaining to the party's confidential technology, proprietary information, referral source lists, contract terms, pricing or fee information, trade secrets, records, notes, memoranda, data, ideas, processes, methods, techniques, systems, formulas, patents, models, devices, programs, computer software, writings, research, personnel information, client information, plans or any other information of whatever nature in the possession or control of the disclosing party that is not generally known or available to members of the general public.

Waiver. The waiver of any term of condition of this Agreement shall not be constructed as a continuing waiver of that term or condition, or of Agreement as a whole. The waiver of a breach of any provision of this Agreement shall not operate as, or be construed to constitute, a waiver of any subsequent breach of the same or other provision of this Agreement.

V. MISCELLANEOUS PROVISIONS

Assignment and Transfer. Neither party shall assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligation or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the other party’s prior written consent.

Successors and Assigns. This Agreement is binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party.

Choice of Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, and governed by, and constructed in accordance with, the laws of the state of Delaware, without regard to the conflict of laws provisions thereof. Both parties hereby consent to the jurisdiction of the federal and state courts in the state of Delaware, to adjudicate any dispute that may arise in connection with this agreement or any duties or obligations hereunder.

Counterparts. This Agreement may be executed in counterparts (including via facsimile or an e-mail exchange of ‘PDF’ copies of signature pages hereto), each of which shall be deemed an original, but all of which shall be deemed to be one and the same Agreement.

Survival. This Agreement shall survive any termination of the relationship between the parties.

Entire Agreement. This Agreement, together with all Appendices and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

The Agreement is an electronic contract that sets out the legally binding terms of your participation in the SARPA, LLC affiliate program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the SARPA, LLC application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.

VI. COPYRIGHT

Copyright ©, SARPA, LLC All rights reserved. Copyright law prohibits the reproduction or transmission in any form or by any means, whether mechanical, photographic or electronic, of any portion of this publication without the express permission of SARPA, LLC. All requests for permission to make copies of all or any part of this publication should be addressed to SARPA, LLC.