Affiliate Program Terms
H&C Animal Health, LLC Program Terms for Shareasale Affilates
Effective Date: October 20, 2020
This H&C Animal Health, LLC Program Terms for Shareasale Affiliates (the “Agreement”) contains the terms and conditions that apply to your participation as an Affiliate in the Shareasale Network (the “Program”).
You agree that you understand that, at this time, the Program is limited to the promotion of H&C’s Scientia PetTM-branded products, as seen at www.scientiapet.com (the “Scientia Pet Site”). Notwithstanding anything to the contrary in this Agreement, you may not promote any of H&C’s other branded products via the Program.
In order to apply for enrollment into this Program, you must first (1) sign up as an affiliate of Shareasale.com (and/or AWIN, Inc.) (“Shareasale.com” or “Shareasale”); (2) agree to Shareasale.com’s standard agreement as may be updated from time to time (currently, the Standard Terms for Publishers) (herein, the “Shareasale.com Agreement”)), the terms of which are hereby incorporated by reference; (3) apply to participate in the Program by providing all the information required by Shareasale; and (4) by accepting the terms of this Agreement. After receiving your application, we will review your website and notify you of your acceptance into our Program or rejection of your application. We reserve the right to accept or reject your application in our sole discretion.
You represent and warrant that you are not a current seller of H&C products or products that H&C distributes, an online marketplace, or a third party seller on an online marketplace. Nothing herein shall be interpreted to give you authorization to sell such products. H&C has an authorized reseller program. If you wish to sell H&C products, then you may contact H&C to apply to become an authorized seller. You also represent and warrant that you are not an authorized seller of H&C products, or an employee, member, supplier, representative, or agent of H&C or any of its affiliates.
2. Website Restrictions
Your participating website(s) (“Your Website”) may not:
- Infringe on our or any anyone else’s intellectual property, publicity, privacy or other rights.
- Violate or be used to violate any law, rule or regulation.
- Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contain nudity, pornography or sexually explicit materials.
- Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
- Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website.
- Attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to our website, user accounts, or the technology and equipment supporting our website.
- Mislead customers as to the products or services available on Your Website or on the Scientia Pet Site.
- Use of any of our Trademarks as part of the domain or sub-domain. For example scientiapet.website.com or www.H&C-coupons.com for Your Website is strictly prohibited.
3. Linking to Our Website
Upon acceptance into the Program, links will be made available to you through the Shareasale.com affiliate website. Your acceptance in our Program means you agree to abide by the following:
- You will only use linking code obtained from the Shareasale.com affiliate website without manipulation.
- All domains that use your affiliate link must be listed in your affiliate profile on the Shareasale.com affiliate website.
- Affiliates may not advertise our products on websites that they do not own, including, for instance, Google Product Search, Amazon, eBay, any online marketplaces, or any comparison shopping engines such as Shopzilla or Pricegabber.
- Your Website will not in any way copy, resemble, or mirror the look and feel of the Scientia Pet Site. You will also not use any means to create the impression that Your Website is the Scientia Pet Site or any part of the Scientia Pet Site including, without limitation, framing the Scientia Pet Site in any manner.
- You may not engage in cookie stuffing or include pop-ups, false or misleading links on Your Website. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e. the page from where the click is originating).
- You may not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain.
- You may not create any links that lead the customer to a destination site that is not clearly suggested by the content of the starting site.
- You may not create affiliate tracking links that also contain a tracking link for other referral programs (“Other Referral Programs”). Affiliates are permitted to participate in either the Program or Other Referral Programs but individual links must be specific and exclusive to one of the programs. By participating in this Program, you agree not to claim commission or credit from both the Program and from our Other Referral Programs for the same user.
- You may not use your affiliate links to claim commissions for your own purchases on the Scientia Pet Site.
4. Pay-Per-Click (“PPC”) Guidelines
If you are enrolled in this Program and participate in PPC advertising, you must adhere to our PPC guidelines as follows:
- You may not use our Trademarks in sequence with any other competitor or brand name or other keywords that could be misleading or confusing.
- You may not use our Trademarks in your ad title, ad copy, display name or as the display URL.
- You may not direct link to the Scientia Pet Site from any PPC ad or use redirects that yield the same result. Affiliates must be directed to an actual page on Your Website.
- You may not bid in any manner appearing higher than H&C for any search term in position 1-5 in any auction style PPC advertising program.
If you automate your PPC campaigns, it is your responsibility to exclude our Trademarks from your PPC advertising program and we strongly suggest you add our Trademarks as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. If you engage in PPC trademark bidding that uses our Trademarks, we may terminate your participation in the Program immediately.
5. Coupon Guidelines
If you are enrolled in our Program and Your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:
- You may ONLY advertise coupon codes that are provided to you through the Program or our Affiliate Network, (i.e. Shareasale) or that are displayed on the Scientia Pet Site. Posting any information about how to work around the requirements of a coupon/promotion (i.e. first time customers only) will result in your removal from the Program. Coupons must be displayed in their entirety with the full offer and all terms, including valid expiration date and code.
- You may NOT use any technology or technique that conceals or obscures the coupon code and generates an affiliate click by revealing the code(s).
- You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other advertising campaign.
- You may NOT give the appearance that any ongoing offer requires clicking from Your Website in order to redeem. For example, if all items on the site have free shipping over $35, you may not turn this into an offer that implies that the customer must click from Your Website to get this deal.
6. Trademarks & Intellectual Property
Upon acceptance into the Program, H&C grants you a limited, non-exclusive, revocable, nontransferable, royalty-free right to use certain Trademarks of H&C (defined below) during the term of this Agreement solely to in connection with your participation in the Program, provided that you shall not: (a) use the Trademarks in any manner to communicate or suggest any sponsorship or other connection between H&C and you other than your participation in the Program, and (b) harm or adversely affect the Trademarks or the goodwill associated with the Trademarks. All uses of the Trademarks by you shall inure to the benefit of H&C. For purposes of this Agreement, “Trademarks” means Scientia Pet (please use Scientia Pet TM in the first use in the piece), the Scientia Pet logos and such other names, logos, trade names, trademarks, service marks, trade dress, design marks, brands, copyrights in any designs and other copyrightable subject matter, and other product identifiers of H&C as H&C may from time to time notify you to be Trademarks within the meaning of this Agreement.
Upon acceptance into the Program, H&C grants to you a limited, non-exclusive, revocable, nontransferable, royalty-free right to use certain banner advertisements, button links, text links, and/or other graphic or textual material (the “Content”) for display and use on Your Website only for the permitted purposes of the Program. These rights terminate upon the expiration or termination of this Agreement.
Your right to use the Content and Trademarks will terminate immediately if you violate any of the terms of this Agreement.
You may not subcontract, assign, resell, lease, or sublicense any part of your participation in the Program or run a sub-affiliate program.
H&C retains all right, title, ownership, and interest in the Content and Trademarks, including any and all copyright, trademark, or other intellectual property rights therein and all goodwill related thereto. Nothing in this Agreement shall be construed to grant you any right, title or ownership in the Content, or in the underlying intellectual property, other than the right to use the Content in accordance with this Agreement.
7. Content and Restrictions
H&C may make Content available to you to display and use on Your Website provided that the manner of display complies with the following requirements:
- You may only use the Content to promote the Scientia Pet Site (and the products available thereon), and for linking to the Scientia Pet Site.
- You shall use only such links to the Scientia Pet Site as are provided to you by H&C.
- You shall not alter, add to, subtract from, or otherwise modify the Content as they are prepared by H&C without consent from H&C. If you wish to alter or otherwise modify the Content, you must obtain prior written consent from H&C for such alteration of modification.
- You shall not use the Content to promote the Scientia Pet Site (and the products available thereon) to customers who are not physically located in the United States.
You shall not (i) publicly disparage H&C or any of its products and/or services or in any way inconsistent with H&C’s brand image; or (ii) in any post, depict the H&C brands, or any of its products, in a false or negative light. You shall immediately remove and media or Content that H&C requests removed for any or no reason.
You represent and warrant to H&C that any content created and supplied by you in connection with this Agreement, will be wholly original material and not published elsewhere (except for material in the public domain or used with permission of its owner), will not infringe any copyright, and will not constitute defamation, or invasion of the right of privacy or publicity, or infringement of any other right of any kind, of any third party or violate any applicable laws, rules or regulations, including but not limited to Federal Trade Commission rules and regulations, or cause a breach of any agreements with any third parties. You also represent and warrant that you will be solely responsible for your website, including its development, operation and maintenance and all data, content and materials that appear on or within it.
You hereby consent and grant to H&C the irrevocable, non-exclusive, transferable, sub-licensable, royalty free, worldwide right (but not the obligation), to (1) use, copy, perform, reproduce, edit, modify, display, broadcast, distribute, prepare derivative works of (or incorporate into other works), and otherwise exploit the any content you create under this Agreement (or any portion thereof) in any form, manner or media now or hereafter known including but not limited to posting or reposting such content across H&C’s digital properties (e.g., on branded websites and social media pages) and using such content for commercial purposes including marketing, advertising, and publicity and (2) use your name, image, likeness, and username/ handle in connection with, or to reference the fact of, such content. You understand and agree that you will not have any right to inspect or approve H&C’s use of the Content, the Content will not be returned to you, and you will not be paid or otherwise compensated for H&C’s use of your Content. Aside from the rights specifically granted herein, you retain ownership of all rights to your Content. At any time, H&C may re-post or re-feature any of your Content, and may boost (i.e., pay to promote) any such Content.
8. Review Rights for Materials You Create and Email Campaigns
All promotional messaging and materials used by you containing the Content or Trademarks shall be subject to H&C’s prior written approval. You shall not create, publish, distribute, or print any written or visual materials that make reference to our Program without first submitting that material to us and receiving our prior written consent. If you intend to promote our Program via e-mail campaigns, you must adhere to the following:
- Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to the distribution of any written materials.
- E-mails must be sent by you or on your behalf and must not imply that the e-mail is being sent on behalf of H&C.
- As noted above, submit e-mail content to us at firstname.lastname@example.org for written approval in advance of distribution.
9. Affiliate Commisions
Upon acceptance into the Program, you will be eligible to receive an affiliate commission (the “Commission”) for the successful completion of Eligible Purchases. An “Eligible Purchase” occurs when a customer (not you) clicks-through the link (supplied by H&C to you) to the Scientia Pet Site and successfully completes a purchase for which H&C receives and retains payment. To be an Eligible Purchase, the sale must be completed by a customer that is physically located in the United States. The current rates of Commission shall be set forth in your Shareasale.com affiliate program located on the Shareasale.com affiliate website. H&C reserves the right to modify the Commission rate from time to time, in its sole discretion. H&C is responsible for authorizing Commission payments and Shareasale.com will be responsible for fulfilling and transferring all Commission payments solely in accordance with the Shareasale.com Agreement. H&C will be entitled to withhold, deduct and set off from any payments to be made to you hereunder any sums owed by you to H&C, whether in connection with this Agreement (including any breach hereof by you) or otherwise.
10. Reversal & Communication Policy
H&C reserves the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of this Agreement, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.
- You are not forthcoming, intentionally vague or are found to be lying.
- You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.
- You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.
If any of the above applies, then we reserve the right to reverse orders, set your commission to 0% or suspend you from the Program for the period or orders in question.
YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TO THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL H&C AND OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, MEMBERS, DIRECTORS AND LICENSORS (THE “H&C PARTIES”) BE LIABLE TO YOU UNDER THESE TERMS, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES RELATED TO THE PROGRAM (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR PROFITS OR LOST BUSINESS AND INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF THE H&C PARTIES TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE PROGRAM OR THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
H&C DOES NOT WARRANT OR GUARANTEE ANY RESULTS OF PARTICIPATION IN THE PROGRAM. ALL PRODUCTS, PROGRAMS AND CONTENT HEREUNDER ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. YOU RECOGNIZE THAT THESE DISCLAIMERS ARE AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH H&C WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. H&C DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (TO THE EXTENT PERMITTED BY LAW), REGARDING THE PRODUCTS, PROGRAMS AND CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE PRODUCTS, PROGRAMS AND CONTENT SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF H&C WHATSOEVER.
THE H&C PARTIES WILL HAVE NO LIABILITY FOR ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES, FINES, PENALTIES, COSTS AND EXPENSES RELATING TO (A) YOUR WEBSITE OR ANY DATA, CONTENT OR MATERIALS THAT APPEAR ON YOUR WEBSITE; (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION OR MARKETING OF YOUR WEBSITE; (C) YOUR USE OF ANY CONTENT; AND (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT.
You agree to defend, indemnify, and hold harmless us and our affiliates, managers, officers, employees, agents, partners, members, directors and licensors (“Indemnitees”) from and against any claims, actions, damages, or other costs or demands (a “Claim”), including without limitation reasonable attorney’s and accounting fees and legal costs, alleging or resulting in any way from your participation in the program, from any activity arising in connection with your use of our website or service offerings, or your breach of this Agreement. We shall provide notice to you promptly of any such Claim. You shall also indemnify and hold harmless the Indemnitees from any damage, loss or other cost arising out of the use or misuse by you of the Trademarks or Content.
Your participation in the Program shall begin upon your acceptance as an affiliate by H&C and shall end when terminated by either party. Either party may terminate such status at any time, with or without cause. Upon termination, all licenses granted to you pursuant to the Program shall cease and you shall use best efforts to immediately remove all codes and links, references on Your Website regarding H&C, and cease any and all use of Content, Trademarks or any other trade or service marks, trade names, intellectual property, or any other items received through or used in connection with such Program. Subject to the section of this Agreement related to order reversals, upon the termination of your participation in the Program for any reason, you will be entitled to receive Commissions only on Eligible Purchases that occurred prior to such termination. H&C reserves the right to terminate the Program at any time upon notice to you.
14. Compliance with Laws
In connection with your participation in this Program, you agree to comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions and other requirements of any governmental authority that has jurisdiction over you, including without limitation laws (federal, state or otherwise) that govern marketing e-mail, telephone calls and text messages.
If you are conducting business in or taking orders from persons in other countries, you will follow the laws of those countries. For example, you will comply with the European Union’s Privacy and Electronic Communications Directive if you are conducting business in or taking orders from persons in one or more of the European Union countries.
You shall comply with all FTC guidance and regulations related to advertising disclosure requirements. For information and suggestions about how to comply with the FTC’s Endorsement Guidelines, please review the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, the FTC Endorsements website resource and the FTC Dot Com Disclosures. Please note that the FTC guides and resources are only intended to provide guidance. They do not purport to provide legal advice and they do not guarantee that you will be in compliance with FTC regulations if you follow the suggestions presented. You are advised to seek and obtain your own legal advice on how these rules apply to your website or other promotional activities for which you receive compensation.
You shall be responsible for ensuring (i) that you include the relevant disclosures concerning the relationship with H&C in connection with all posts, comments, or communications on any e-mails, website, blog, or social media platform, and (ii) you disclose the compensation received for your services, in compliance with the Federal Trade Commission’s endorsement rules and if applicable, any applicable restriction in any applicable jurisdiction. For example, in all pages or poses where with affiliate links or permitted uses of the Content under the Program, you must include: #ad or another similar disclosure at or near the beginning of such page or post. Hashtags such as #sp, #spon, #affiliate or #aff are NOT acceptable. If you received the product for free from us or from our designated affiliate management team for review, this also must be clearly stated in your disclosure. Disclosures must be located as close as possible to the claims. Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g., the disclosure should be visible before the jump). Pop-up disclosures are prohibited. For Image-heavy platforms, such as Pinterest, Instagram Stories, Snapchat, etc., the hashtag #ad should be on the image or the first image in a series. On video platforms, such as YouTube, verbal disclosure within the video as well as text disclosure in the description must be made. Where space is available and the disclosure is conspicuous and upfront, then natural language disclosure may be used, such as: “This post contains an affiliate link, which means if you purchase after clicking the link I may receive compensation.”
15. Social Media
Promotion on Facebook, Twitter, and other social media platforms is permitted following these general guidelines:
- You ARE allowed to promote offers to your own lists; more specifically, you’re welcome to use your affiliate links on your own Facebook, Twitter, etc. pages. For example: You may post, “25% off sale at https://scientiapet.com/ through Wednesday with code H&C25.”
- You are PROHIBITED from posting your affiliate links on H&C’s Facebook, Twitter, Pinterest, etc. company pages, or those of its brands such as Scientia Pet, in an attempt to turn those links into affiliate sales.
- Relationship of the Parties. Each of the parties agree, represent, warrant, and understand that the parties shall be and remain an independent contractor and nothing herein shall be deemed to create an employment relationship between the parties or constitute the parties as partners or joint ventures. Further, the parties shall not have any authority to act, or attempt to act, or represent themselves, directly or by implication, as an agent of the other or in any manner assume or create, or attempt to assume or create, any obligation on behalf of or in the name of the other, nor shall any party be deemed the agent of the other.
- Confidentiality. Any information that you are exposed to by virtue of your participation in the Program, which information is not available to the general public, shall be considered to be “Confidential Information.” You may not disclose any Confidential Information to any person or entity, except where compelled by law, unless you obtain prior written consent for such disclosure from H&C. You shall not use any Confidential Information except to the extent necessary to fulfill the purposes of this Agreement.
- Severability. If any provision of this Agreement is or becomes invalid or unenforceable under any law of mandatory application, it is the intent of the parties that such provision be deemed severed and omitted from the Agreement, the remaining portions of the Agreement to remain in full force and effect as written.
- Assignment. You shall not have the right to assign your rights, or delegate your performance, under this Agreement, or any interest herein, without the prior written consent of H&C.
- Nonwaiver. Any failure by H&C to insist upon or enforce performance by you of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance; rather, the provision, right or remedy will be and remain in full force and effect.
- Relation to Other Agreements. In the event of any conflict or inconsistency between this Agreement and the Shareasale.com Agreement, the provisions of this Agreement shall prevail.
- Entire Agreement. This Agreement sets forth our entire agreement with respect to your participation in the Program and the subject matter herein and supersedes all prior written and oral agreements, discussions or representations between us.
- Modification. We may update the terms of this agreement from time to time by publishing a new version on our website or by sending notice of any modifications to you via email to the then email address currently associated with your affiliate account (and such change by email will be effective on the date specified in such email and will in no event be less than two days after the date the email is sent). By continuing to participate in the program following our posting of any change notice, revised agreement, or revised documentation, you are agreeing to be bound by this Agreement. If any modification is unacceptable to you, your only recourse is to terminate this Agreement by notifying us.
- Governing Law; Jurisdiction. This Agreement is governed by the laws of the State of Colorado, without regard to its choice of law principles. You hereby irrevocably consent to jurisdiction of the state and federal courts located in Douglas County, Colorado with respect to any proceeding regarding this Agreement. You will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement except in such courts.
- Injunctive Relief. Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our intellectual property and proprietary rights are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.