Affiliate Agreement

This Agreement sets forth the complete terms and conditions that apply to participation in Chateau-Animaux.com's Affiliate Program.

1. Program Enrolment

By submitting a Chateau-Animaux Affiliate Program Application, you agree to the terms and conditions set forth in this Agreement.

We will evaluate your Application and may reject your participation if we determine, in our sole discretion, that your site is not suitable for our Program. Unsuitable sites include, but are not limited to: sites that are pornographic or promote sexually explicit materials, violence or illegal activities; sites that promote, condone or in any way encourage mistreatment or neglect of companion animals; sites that promote, condone or in any way encourage discrimination based on age, race, sex, marital status, sexual orientation, religion, nation origin or disability; and sites that infringe on intellectual property and/or trademark rights. Participation also is limited to parties that can lawfully enter into contracts under applicable law. Should your Application be accepted and your website later deemed unsuitable, in our sole discretion, we may terminate the Agreement.

2. Links on Your Site

While participating in the Program, you will create one or more of the following types of special links, which will include special tags to track your referrals:

Product Links: You may select one or more products on our site to list on your site. A product is any individual product listed for sale on our site. To identify a product when browsing our site, you will notice "detail.aspx?ID=x" in the URL. For each selected product, you will display on your site a short description, review or other reference, with a special link from each product on your site to our site. You will be responsible for the content, style and placement of these references. You may add or delete products from your site at any time without our approval.

Category Links: You may select one or more product categories on our site to list on your site. A product category is any group of products listed on our site. To identify a product when browsing our site, you will notice "csearchresult.aspx?CategoryID=x" in the URL. For each selected product category, you will display on your site a short description, review or other reference, with a special link from each product category on your site to our site. You will be responsible for the content, style, and placement of these references. You may add or delete product categories from your site at any time without our approval.

General Link to Chateau-Animaux.com Home Page: You may provide a general link on your site to the home page of Chateau-Animaux.com. You are authorized to use one or more of the Chateau-Animaux logos available for download.

You may provide as many special links to our site from your site as you wish. Sales commissions are paid based on tracking from these special links. We are not in any way responsible or liable for the payment of commissions for sales referrals not made through the special links developed on our site.

By participating in the Agreement, you consent to our sending you email updates from time to time, and you acknowledge and agree that you will NOT: (a) use the names Doolittle's or Chateau-Animaux, their trademarks, logos, copyrights or service marks, except as expressly authorized in this Agreement; (b) seek to purchase or register any keywords, search terms or other identifiers that include the names Doolittle's of Chateau-Animaux, or any variation thereof; (c) use any data, images, text, or other information obtained by you from us except in a lawful manner and only in accordance with the terms of this Agreement; (d) use unauthorized links or coupon codes not specifically given to you, or generated by this Program, for use in this Program; or (e) use any of our web site content in a manner intended to send sales to any site other than Chateau-Animaux.com.

3. Order Processing

We will process and track product orders placed by customers who follow special links from your site to Chateau-Animaux.com. To permit accurate tracking, reporting, and fee accrual, you must ensure that the special links between your site and ours are properly formatted, and we will not be responsible for payment of sales commissions for orders not tracked through the special links.

We will be responsible for all aspects of order processing and fulfillment, including process order forms, payments, cancellations and returns, and we will handle customer service. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will make available to you on line reports summarizing sales activity related to your participation in the Program. The form, content, and frequency of the reports may vary from time to time in our discretion.

4. Commissions

We will pay you commissions by check for referrals on product sales to third parties. For a product sale to be eligible to earn a commission, the customer must click-through a special link, specified by us, from your site to ours, and purchase the product using our automated ordering system, remit full payment to us and accept delivery of the product at the address specified when placing the order. We will also pay commissions for the first purchase made up to thirty (30) days after the initial referral from the special link on your site, even if the customer returns directly to our site. Orders adjusted by customer service or placed by telephone are not tracked and do not qualify for commissions.

You may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind, and you may not attempt to circumvent the referral fee schedule or artificially increase your referral fees.

5. Commission Schedule and Payment

For products sold during sessions initiated through special links on your site during each calendar quarter, you will earn commissions based on your status as either a non-profit or for-profit web site, as follows:

Affiliate Type: Commission:

Non-profit, Animal-Related Site: 15%

Individual, Non-Animal Related Non-profit and For-profit Sites: 8%

Commissions are based on the sale price of products sold in each category on our site, excluding shipping and handling, taxes and rebates, less refunds, returns, credit card fees and chargebacks. Product categories and commission rates may be modified by us at any time.

Commission payments are made by check within thirty (30) days following the end of a calendar quarter, with no minimum sale requirement. Checks are mailed to the contact indicated on the Affiliate Application.

6. Policies and Pricing

Customers who buy products through this Program will be deemed to be customers of Chateau-Animaux, and all of our standard policies and operating procedures concerning customer orders, service and product sales will apply to those customers. We may change our policies and procedures, including our pricing policies, at any time. Product availability may likewise vary from time to time and we cannot guarantee the availability or price of any particular product.

7. Identifying Yourself as Our Associate

We will provide you access to graphic images that can be used to identify your site as a Chateau-Animaux Affiliate. You must display at least one Chateau-Animaux logo or the phrase "In association with Chateau-Animaux" somewhere on your site. We may modify the text or graphic image of this notice from time to time, and you are responsible for updating the text or image on your site.

You may not in any manner misrepresent or embellish our relationship with you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

8. Limited License

If your web site is approved for participation in the Program, we grant you a non-exclusive, revocable license, effective for the duration of the term of this Agreement, solely for the purpose of facilitating referrals from your site to ours. We allow you to use the graphic image and text we provide solely for the purpose of identifying your site as a Program Affiliate. We will not grant you any rights in any intellectual property, link formats, technical specifications, guidelines or graphical artwork, or with respect to the Doolittles.com or Chateau-Animaux.com domain names, service marks or trademarks.

9. Operation of Your Site

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site, including, for example, the following: (a) the technical operation of your site and all related equipment; (b) creating and posting product descriptions on your site and linking those descriptions our site using the special links provided under this Agreement; (c) the accuracy and appropriateness of materials posted on your site; (d) ensuring that materials posted on your site are not libelous or otherwise illegal; and (e) ensuring that materials posted on your site do not violate or infringe upon the rights of any third party. You also agree you will comply with all relevant laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you.

We disclaim all liability for these matters and you agree to 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.

10. Agreement Term

This Agreement will begin upon our approval 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 written notice of termination. Upon termination, you will promptly remove from your site all links to our site and all of our trademarks, service marks and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. Sales commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. In this connection, we may withhold your final payment for a reasonable time, determined by us, to ensure that the correct amount is paid.

11. Modification of Agreement

We may modify the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice or a new agreement on our site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

12. Parties are Independent Contractors

All parties to this Agreement are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us and the Affiliate. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

13. Limitation of Liability

Our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement. We will not be liable for any special, indirect or consequential damages, such as any loss of revenue, profits, or data, arising in connection with this Agreement.

14. Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products sold through or by us through the Program, and 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 such interruptions or errors.

15. Agreement to Terms

BY PARTICIPATING IN OUR AFFILIATE PROGRAM YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. WE MAY AT ANY TIME 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 REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

16. Arbitration

Any dispute arising under or relating in any way to this Agreement shall be submitted to confidential arbitration in Washington, DC, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in Washington, DC, and you consent to non-exclusive jurisdiction and venue in such courts, or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. 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 shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

17. Assignment

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

18. Enforcement

This Agreement will be governed by the laws of the District of Columbia (Washington, DC) without reference to rules governing choice of laws. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.