Petfiliate Master Partner Agreement

1. Definitions

Capitalized terms have the meanings below. Other terms are defined where they first appear.

1.1 "Account"

means your password-protected Petfiliate dashboard, including your profile, contact, tax and payment details, Tracking Links, reports and Compensation ledger.

1.2 "Action"

means a qualifying event defined in the applicable Brand Program Terms, such as a sale, first order, lead, sign-up or subscription, that is tracked or reported through the Network and attributed to your Tracking Link.

1.3 "Brand"

means a pet retailer, manufacturer, service provider or other advertiser whose program is offered through the Network.

1.4 "Brand Content"

means logos, trademarks, product images, product data, banners, copy, coupon codes and other materials a Brand makes available, whether directly or through Petfiliate.

1.5 "Brand Program Terms"

means the program-specific terms for each Brand, including eligible Actions, cookie or attribution windows, approved and prohibited promotional methods, and trademark rules. Brand Program Terms are posted in your Account.

1.6 "Compensation"

means the amount Petfiliate pays you for Validated Actions, at the rate shown in your Account and calculated under Schedule A.

1.7 "Gross Commission"

means the commission or fee actually received by Petfiliate from a Brand or Upstream Network for a Validated Action, after any reversals, chargebacks, deductions, currency conversion and platform fees applied by the Brand or Upstream Network.

1.8 "Network"

means the Petfiliate website at petfiliate.com, the Account, the tracking and reporting technology, and all related tools, data, documents and services we provide.

1.9 "Partner Site"

means every website, app, newsletter, social media account, video channel, podcast or other property you use to promote a Brand, each of which must be listed in your Account.

1.10 "Tracking Link"

means a unique link, sub-ID, coupon code or other identifier issued by Petfiliate to attribute Actions to you.

1.11 "Upstream Network"

means a third-party affiliate platform through which Petfiliate participates in a Brand's program, such as impact.com.

1.12 "Validated Action"

means an Action that has passed the Brand's validation or locking period, has not been reversed or disqualified, and for which Petfiliate has received the corresponding Gross Commission.

1.13 "Visitor"

means an individual who interacts with your promotion of a Brand, such as by clicking a Tracking Link or making a purchase.

2. Program Structure and Brand Program Terms

2.1 Joining a Brand program

Being approved for the Network does not approve you for any Brand. You must apply to each Brand program separately through your Account. Petfiliate and the Brand may approve, decline or remove you from a Brand program at any time, in their sole discretion, with or without a reason.

2.2 Brand Program Terms

Each Brand program has its own Brand Program Terms, which are shown in your Account when you apply to or join the program. You agree to a Brand's Brand Program Terms when you accept them in your Account or when you first promote that Brand, whichever happens first. We keep a record of your acceptance. Brand Program Terms may include, without limitation, eligible and excluded products, attribution windows, validation periods, coupon rules, paid search and trademark restrictions, and content approval requirements.

2.3 Flow-down of upstream terms

Petfiliate's own relationship with each Brand is governed by the Brand's affiliate terms and, where applicable, the terms of the Upstream Network. You agree to comply with every obligation in those terms that applies to promotion of the Brand, as summarized in the Brand Program Terms, as if you were the Brand's direct affiliate. If you breach them, you are responsible to Petfiliate for any resulting loss, including any commissions the Brand or Upstream Network reverses, withholds or claws back from Petfiliate.

2.4 No direct relationship with the Brand

Unless a Brand Program Terms document says otherwise, you have no contract with the Brand or any Upstream Network, and neither of them owes you any payment. You will not contact a Brand's affiliate team, or any Upstream Network, about a Petfiliate program on Petfiliate's behalf, and you will not hold yourself out as representing Petfiliate or a Brand.

2.5 No access to upstream platforms

Petfiliate will not share its logins, credentials or accounts on any Upstream Network with you. All tracking, reporting and payment for Petfiliate programs runs through the Network.

2.6 Changes to Brand programs

Brands can change or end their programs, commission rates and rules at any time, sometimes with little or no notice to Petfiliate. We will post changes to Brand Program Terms in your Account and will try to give you reasonable notice. Changes take effect on the date stated in the notice or, if no date is stated, when posted. Your continued promotion of the Brand after the change takes effect means you accept it.

2.7 No guarantee

Petfiliate does not guarantee that any Brand program will be available to you, continue for any period, or generate any Actions or Compensation.

3. Enrollment, Eligibility and Accounts

3.1 Application

To join the Network you must submit an application with accurate and complete information, including every Partner Site you intend to use. We will review your application and notify you of our decision, usually within 5 business days. If any Partner Site is primarily a coupon, deal, cashback or rewards site, or you use a browser extension or app to promote Brands, you must say so in your application. These Partners may need separate prior approval from a Brand before promoting it and may be offered different Compensation under Schedule A. We may reject any application for any reason.

3.2 Eligibility

You must be at least 18 years old (or the age of majority where you live, if higher). You may not join if you are a competitor of Petfiliate, if you or a related party were previously removed from the Network or from a Brand's program, or if your Partner Sites contain content prohibited by Section 4.

3.3 Accurate information

You will keep your Account information current, including your legal name, business name, address, email, Partner Sites, tax information and payment details. We are not responsible for payments delayed or misdirected because your information was inaccurate or incomplete.

3.4 Account security

You are responsible for all activity in your Account. Each person using your Account must have their own login. You will not share login credentials, and you will tell us promptly at partners@petfiliate.com if you suspect unauthorized access. Only your employees, officers and contractors bound by confidentiality obligations may use your Account.

3.5 Verification

We may ask you, at any time, to verify your identity, business registration, ownership of Partner Sites, audience demographics or traffic sources. You will respond promptly, honestly and completely. Failure to do so is a breach of this Agreement.

4. Promotional Standards and Prohibited Methods

4.1 Approved methods only

You may promote a Brand only on Partner Sites listed in your Account and only using methods allowed by this Agreement and that Brand's Brand Program Terms. Anything not expressly allowed for a Brand requires our prior written approval.

4.2 Tracking Links

You will use Tracking Links exactly as issued, without modification. You will not mask, cloak or strip referring URL information, and you will not use redirects to make a click appear to come from a domain other than the one where it actually originated. A same-domain "out" redirect on a listed Partner Site is allowed.

4.3 Prohibited methods

Unless a Brand Program Terms document expressly allows it, you will not:

• use cookie stuffing, forced clicks, hidden frames, iframes, pop-ups, pop-unders or any method that sets a tracking cookie without a genuine, intentional click by the Visitor;
• use bots, scripts, automated software, click farms, fake redirects or any other means to generate artificial clicks, leads or Actions;
• use adware, spyware, malware, toolbars, browser extensions, plug-ins or other software that intercepts, diverts or overwrites traffic or another affiliate's attribution;
• submit leads or orders on behalf of a Visitor, or use data obtained by scraping or from purchased lists;
• place orders through your own Tracking Links for yourself, your household, or your employees or contractors, or encourage anyone else to do so, to earn Compensation;
• offer cash, points, rebates, cashback, donations or other incentives to Visitors in exchange for clicking or buying, unless the Brand has approved incentivized traffic in writing;
• bid on, or use in ad titles, ad copy, display URLs or display names, any Brand trademark or any variation or misspelling of it in paid search, social or other paid advertising, or direct-link from any paid ad to a Brand's site;
• use a Brand trademark, or any variation or misspelling of it, in a domain name, sub-domain, social media handle or page name;
• copy, frame or mimic the look and feel of a Brand's website, or otherwise suggest that your Partner Site is operated by or affiliated with the Brand or Petfiliate beyond being an affiliate;
• post Tracking Links on a Brand's own social media pages, reviews or community forums;
• publish coupon codes not issued to you for the affiliate channel, expired or fake codes, or information on how to get around coupon restrictions;
• send email, text or other electronic messages promoting a Brand without prior written approval from Petfiliate and full compliance with Section 5; or
• distribute printed or physical materials that reference a Brand or Petfiliate without our prior written approval.

If you run any paid search or paid social advertising, you must add each Brand's trademarks, and any negative keyword list in its Brand Program Terms, as negative keywords in every campaign, including automated campaigns. Many Brands have a zero-tolerance policy on trademark bidding.

4.4 Content standards

Your Partner Sites and promotions must be lawful, accurate and of good quality. They must not contain or promote: nudity, pornography or sexually explicit material; violence, hate speech or discrimination based on race, ethnicity, religion, sex, sexual orientation, gender identity, disability, age or national origin; illegal drugs, weapons or unsafe activities; animal cruelty or unsafe pet care; defamatory, harassing or threatening content; infringing content; or false, misleading or disparaging statements about any Brand, its products or its competitors.

4.5 Pet health claims

You will not make health, safety or veterinary claims about any product that the Brand has not made itself, and you will not present product content as veterinary advice. Content about pet health, pharmacy or prescription products must be accurate and should encourage readers to consult a veterinarian where appropriate.

4.6 Sub-publishers

You may not use sub-affiliates, sub-networks, or third parties to promote a Brand on your behalf without our prior written approval. If approved, you are fully responsible for their compliance, and you must identify the source of all their traffic to us on request.

4.7 Customer service

Brand customers are not your customers. If a Visitor contacts you about an order, refer them to the Brand's customer service channels. You will not process orders, returns or payments for a Brand.

4.8 Removal requests

If we or a Brand ask you to change or remove any content that references a Brand, you will do so within 48 hours.

5. Disclosure and Legal Compliance

5.1 Affiliate disclosure

On every page, post, video, email or other content that contains a Tracking Link or promotes a Brand, you will clearly and conspicuously disclose that you may earn a commission from purchases. The disclosure must:

• appear before or right next to the recommendation or link, and above the fold, without the Visitor needing to scroll, click or hover to see it;
• be in the same medium as the claim (spoken in audio or video, on-screen in video, in-text for written content);
• not appear only in a footer, "About", "Terms" or other linked page, and not only in a pop-up, hover state or button;
• be used on every platform, including short-form social posts, where a clear label such as "#ad" or "affiliate link" at the start of the post is acceptable; and
• state clearly if you received a product free or at a discount.

Failure to make required disclosures is a material breach of this Agreement that cannot be cured.

5.2 Advertising laws

You will comply with all advertising and consumer protection laws that apply to you and your audience, including the U.S. Federal Trade Commission Act and the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, the FTC's guidance on native advertising, Canada's Competition Act (including its provisions on false or misleading representations and influencer marketing), and the equivalent laws of every other place where you direct your promotions.

5.3 Electronic messages

If we approve you to promote a Brand by email, text or other electronic message, you will comply with Canada's Anti-Spam Legislation (CASL), the U.S. CAN-SPAM Act, and any other applicable law. Every message must be sent in your own name, must not imply it comes from the Brand or Petfiliate, must include a working unsubscribe mechanism, and must be sent only to people who have given the consent the law requires. You will submit each message to us for approval before sending and keep records of consent.

5.4 Privacy and cookies

Your Partner Sites must have a privacy policy that accurately describes your collection and use of personal information, including the use of affiliate tracking cookies and similar technologies. You will obtain any consent required by law before tracking technologies are set, including under PIPEDA and applicable provincial privacy laws in Canada, the CCPA and other U.S. state privacy laws, and the GDPR and UK GDPR if you target Visitors in Europe or the UK. If you engage in interest-based or retargeted advertising, you will follow the Digital Advertising Alliance and Digital Advertising Alliance of Canada self-regulatory principles.

5.5 Data security

You will use reasonable administrative, technical and physical safeguards to protect any personal information you collect in connection with the Network, and you will notify us within 48 hours of discovering any security incident that affects it.

5.6 Your responsibility

You are solely responsible for your own compliance. Any guidance we give on disclosures or compliance is general information, not legal advice.

6. Tracking, Attribution and Reporting

6.1 Our records control

Petfiliate's tracking and reporting, reconciled against the data we receive from each Brand and Upstream Network, is the sole basis for determining Actions, Validated Actions and Compensation. Your own analytics are not a basis for payment, although we will review any discrepancy you raise in good faith.

6.2 Attribution

Attribution rules, including cookie duration, last-click or other models, and cross-device rules, are set by each Brand and described in the Brand Program Terms. Where a Brand attributes an Action to another affiliate or channel, no Compensation is payable to you for that Action.

6.3 Tracking failures

Tracking depends on third-party systems we do not control, including Brand websites, Upstream Networks, browsers and ad blockers. We are not liable for Actions that are not tracked or reported. If a tracking failure was caused by the Brand or an Upstream Network and the Brand agrees to pay Petfiliate for affected Actions, we will pass through your share on a fair and reasonable basis.

6.4 Reporting

Your Account will show clicks, pending Actions, Validated Actions and Compensation, usually updated at least daily. Pending figures are estimates and may change until an Action is validated.

6.5 Disputes about tracking

You must raise any dispute about tracked Actions or Compensation within 60 days after the end of the month in which the Action occurred. After that period, the Compensation shown in your Account is final.

6.6 Transparency to Brands

You agree that we may disclose to each Brand and Upstream Network your identity, your Partner Sites, and the source of your traffic, including sub-IDs and click-level data, as required for Petfiliate to comply with its own obligations.

7. Compensation, Payment, Reversals and Clawbacks

7.1 Compensation

For each Validated Action, Petfiliate will pay you Compensation at the rate shown for that Brand program in your Account, calculated as set out in Schedule A. Petfiliate sets Compensation rates, which may vary by Brand, product category, Partner, traffic type and performance tier, and are independent of the commission Petfiliate receives from the Brand.

7.2 Paid when paid

Petfiliate's obligation to pay Compensation for any Action arises only after Petfiliate has actually received the Gross Commission for that Action from the Brand or Upstream Network. If a Brand or Upstream Network does not pay Petfiliate, pays late, or pays less than reported, your Compensation is reduced or delayed to match. Petfiliate is not liable to you for amounts it has not received.

7.3 Payment schedule

We pay Compensation according to Schedule B.

7.4 Reversals

Actions may be reversed, and Compensation reduced or cancelled, for any reason the Brand or Upstream Network reverses or declines the corresponding commission, including cancelled, returned, refunded, unpaid, duplicate, fraudulent or disputed orders, customer ineligibility, orders credited to another affiliate or channel, or program violations.

7.5 Forfeiture for violations

If you breach Section 4 or Section 5, or a Brand's rules, we may, in addition to our other rights: (a) withhold, cancel or claw back all Compensation connected with the breach; (b) where the breach involves trademark bidding, cookie stuffing, fraud, link manipulation or hidden disclosures, cancel all Compensation earned in the 90 days before we discovered the breach; and (c) set your Compensation rate for the affected Brand to zero.

7.6 Clawbacks and set-off

If Compensation was paid to you and the related commission is later reversed, clawed back or deducted from Petfiliate by the Brand or Upstream Network, or if the Compensation was generated in breach of this Agreement, you will repay it on request. We may deduct any amount you owe us from current or future Compensation, across any Brand program. This right survives termination.

7.7 Holds during investigation

If we reasonably suspect a breach, fraud or invalid traffic, we may hold your Compensation while we investigate. We will tell you about the hold and complete our review within a reasonable time, which we expect to be no more than 90 days unless a Brand's own investigation takes longer.

7.8 Communication duty

If we ask about your traffic, content or specific Actions, you will respond honestly, completely and within 5 business days. If you do not respond, are evasive or misleading, or cannot substantiate the source of your traffic with clear and demonstrable proof, we may reverse the Actions in question, set your Compensation to zero, or suspend your Account.

7.9 No other compensation

Compensation is the only payment you are entitled to under this Agreement. You are responsible for all of your own costs of promoting Brands.

8. Taxes

8.1 Your taxes

You are solely responsible for all income, sales, goods and services, harmonized, value-added and other taxes, levies and duties that apply to your Compensation and your activities under this Agreement, including any registration and remittance obligations.

8.2 Tax information

Before we pay you, you must provide the tax information we request, which may include your legal name, address, business number, GST/HST registration number (if registered), and a U.S. IRS Form W-9 or W-8 (as applicable). We may withhold payment until we receive complete and valid tax information.

8.3 Sales taxes on Compensation

Compensation amounts are stated exclusive of any GST/HST or other sales tax. If you are registered for GST/HST (or an equivalent tax) and the tax applies to your services, you must notify us through your Account and provide your registration number. We will then add the applicable tax to your payment, or you will issue a valid invoice if we request one.

8.4 Withholding

If the law requires Petfiliate to withhold or remit any tax on payments to you, we will deduct it from your Compensation and it will count as payment to you.

8.5 Dormant balances

If we cannot pay you for 12 months after you became eligible for payment because your tax or payment information is missing, invalid or unverifiable, we will notify you by email. If you do not fix it within 60 days after that notice, we may deduct an account maintenance fee of US$10 per month from your balance until you comply or your balance reaches zero, subject to applicable unclaimed property laws.

9. Intellectual Property and Licences

9.1 Network licence

Subject to this Agreement, Petfiliate grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Network solely to promote Brands under this Agreement.

9.2 Brand Content licence

For each Brand program you are approved for, and only while you remain approved, you may use the Brand Content we make available solely to promote that Brand on your listed Partner Sites. You will not modify Brand Content (other than resizing), and you will follow any Brand usage guidelines. This licence ends automatically when you leave the Brand program or this Agreement ends, and you will then remove the Brand Content promptly.

9.3 Restrictions

You will not: copy, modify, reverse engineer, decompile or create derivative works of the Network; use the Network for the benefit of anyone other than you; scrape or bulk-download data from the Network; interfere with or attempt to gain unauthorized access to the Network; or use the Network to build a competing product.

9.4 Ownership

Petfiliate and its licensors own the Network, the Petfiliate name and logo, and all related intellectual property. Each Brand owns its trademarks and Brand Content. You own your Partner Sites and your original content. Nothing in this Agreement transfers ownership of any intellectual property.

9.5 Your name and content

You grant Petfiliate a non-exclusive, royalty-free, worldwide licence, during the term of this Agreement, to display your name, logo and Partner Site names and to reproduce screenshots of your promotions (a) to Brands and Upstream Networks, and (b) with your consent, in Petfiliate case studies and marketing.

9.6 Feedback

If you give us suggestions about the Network, we may use them without restriction or payment to you.

10. Confidentiality and Personal Data

10.1 Confidential Information

"Confidential Information" means non-public information disclosed by one Party to the other, or learned through the Network, that a reasonable person would consider confidential. It includes Compensation rates, Brand commission rates and terms, Brand data, reports, pricing, margins, business plans and the Network's technology. It does not include information that is or becomes public through no fault of the recipient, was already known to the recipient without restriction, is independently developed without use of the other Party's information, or is lawfully received from a third party without restriction.

10.2 Obligations

The recipient will use Confidential Information only to perform this Agreement, protect it with at least reasonable care, and disclose it only to its employees, contractors and advisers who need to know it and are bound by confidentiality obligations at least as protective as these. In particular, you will not disclose your Compensation rates or any Brand's terms to any third party, including the Brand.

10.3 Compelled disclosure

If the law or a court requires disclosure, the recipient may disclose the minimum required after giving the other Party prompt notice, where legally allowed, so it can seek protection.

10.4 Return and destruction

When this Agreement ends, the recipient will destroy or return the other Party's Confidential Information on request, except copies kept in routine backups or as required by law, which remain protected by this Section.

10.5 Personal information

Petfiliate collects and uses personal information about you and about Visitors as described in our Privacy Policy at petfiliate.com/privacy. You consent to our sharing your information with Brands, Upstream Networks, payment processors and service providers as needed to operate the Network, including processing and storage outside Canada. Visitor data we receive from Brands is the Brand's Confidential Information and may be used only as permitted by this Agreement.

10.6 Survival

This Section survives for 3 years after this Agreement ends, and for trade secrets and personal information, for as long as they remain protected by law.

11. Representations, Warranties and Disclaimers

11.1 Your representations

You represent and warrant, on the date you accept this Agreement and continuously while it is in effect, that:

• you have full power and authority to enter into and perform this Agreement, and doing so does not breach any other agreement or obligation you have;
• all information you provide to us is true, accurate and complete;
• you own or control each Partner Site and have all rights needed for the content you publish;
• your Partner Sites, content and promotional methods comply with this Agreement, all Brand Program Terms and all applicable laws; and
• all traffic and Actions you send are genuine and result from real Visitors acting intentionally.

11.2 Disclaimer

THE NETWORK, BRAND CONTENT AND ALL BRAND PROGRAMS ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, PETFILIATE DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. PETFILIATE DOES NOT WARRANT THAT THE NETWORK WILL BE UNINTERRUPTED OR ERROR-FREE, THAT TRACKING WILL BE COMPLETE OR ACCURATE, OR THAT YOU WILL EARN ANY PARTICULAR AMOUNT.

11.3 Third parties

Petfiliate is not responsible for the acts, omissions, products, websites, policies or payment decisions of any Brand, Upstream Network or other third party.

12. Indemnification

12.1 Your indemnity

You will defend, indemnify and hold harmless Petfiliate, P51 Media Ventures Ltd., its affiliates, each Brand and Upstream Network, and their respective directors, officers, employees, contractors and agents (the "Indemnified Parties") from and against all third-party claims, and all resulting losses, damages, liabilities, fines, penalties, settlements, costs and expenses (including reasonable legal fees), arising out of or relating to:

• your Partner Sites, content or promotional methods;
• your breach of this Agreement or any Brand Program Terms;
• your violation of any law, including advertising, disclosure, anti-spam and privacy laws;
• any infringement or misappropriation of a third party's rights by you; or
• the negligence or wilful misconduct of you, your employees, contractors or approved sub-publishers.

12.2 Upstream recoveries

Your indemnity includes any amounts a Brand or Upstream Network reverses, withholds, claws back, fines or otherwise recovers from Petfiliate because of your conduct.

12.3 Process

Petfiliate will give you prompt written notice of a claim, although delay relieves you of your obligations only to the extent it materially prejudices you. You may control the defence with counsel reasonably acceptable to us, but you may not settle any claim in a way that admits fault by, or imposes obligations on, an Indemnified Party without its written consent. We may participate with our own counsel at our own cost. If you do not promptly assume the defence, we may defend the claim at your expense.

13. Limitation of Liability

13.1 No indirect damages

TO THE FULLEST EXTENT PERMITTED BY LAW, PETFILIATE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, ANTICIPATED COMMISSIONS, GOODWILL, DATA OR BUSINESS OPPORTUNITY, OR ANY INVESTMENT OR EXPENDITURE YOU MAKE IN RELIANCE ON THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

13.2 Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, PETFILIATE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE LESSER OF (A) THE COMPENSATION PAID OR PAYABLE TO YOU IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE MOST RECENT CLAIM, AND (B) US$5,000.

13.3 Program changes

Petfiliate is not liable for any loss resulting from a Brand or Upstream Network changing, suspending or ending a program, changing commission rates, or declining to pay Petfiliate, or from Petfiliate suspending or terminating your participation in accordance with this Agreement.

13.4 Exclusions

Nothing in this Agreement limits liability that cannot be limited under applicable law. The limits in this Section apply only to Petfiliate's liability and do not limit any of your obligations, including your indemnity obligations and your obligation to repay Compensation under Section 7.

13.5 Allocation of risk

These limitations reflect an agreed allocation of risk and are an essential basis of the bargain. They apply even if a limited remedy fails of its essential purpose.

14. Term, Suspension and Termination

14.1 Term

This Agreement starts when you accept it and continues until terminated.

14.2 Termination for convenience

Either Party may terminate this Agreement, or your participation in any single Brand program, for any reason by giving at least 7 days' written notice. You may give notice by email to partners@petfiliate.com or through your Account.

14.3 Immediate suspension or termination

Petfiliate may suspend your Account, remove you from any Brand program, or terminate this Agreement immediately on notice if:

• you materially breach this Agreement or any Brand Program Terms (a failure to make required disclosures under Section 5.1, trademark bidding, cookie stuffing, fraud or link manipulation are always material breaches);
• you fail to cure any other breach within 7 days after we notify you;
• a Brand or Upstream Network asks us to remove you, or we believe your participation may expose Petfiliate, a Brand or an Upstream Network to liability, reputational harm or loss of its program;
• your Account has been inactive, with no tracked clicks, for 180 consecutive days;
• you or a related party were previously removed from the Network; or
• a Brand ends or suspends its program, or the Upstream Network relationship through which we offer it ends.

14.4 Effect of termination

When this Agreement or a Brand program ends for you: (a) all licences granted to you for the affected programs end; (b) you will promptly remove all Tracking Links and Brand Content for the affected programs from your Partner Sites; (c) Actions from Tracking Links after the effective date of termination are not eligible for Compensation; and (d) subject to Section 7, we will pay you Compensation for Validated Actions that occurred before termination, after the applicable validation period and once we have received the corresponding Gross Commission.

14.5 Termination for breach

If we terminate under Section 14.3(1), (2) or (5), all unpaid Compensation is forfeited, and we may recover Compensation previously paid that was connected to the breach.

14.6 Holdback

We may hold your final payment for up to 90 days after termination to account for reversals, returns and chargebacks.

14.7 Survival

Sections 1, 6.5, 7, 8, 9.4, 10, 11, 12, 13, 14.4 to 14.7 and 15, Schedules A and B as they apply to Compensation for Actions before termination, and any other terms that by their nature should survive, survive termination.

15. Governing Law, Disputes and General Terms

15.1 Governing law

This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada that apply there, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Informal resolution first

Before starting any proceeding, a Party must give the other at least 30 days' written notice describing the dispute, and the Parties will try in good faith to resolve it during that period.

15.3 Venue

Subject to Section 15.2, the courts of British Columbia sitting in Vancouver have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each Party submits to their jurisdiction. Petfiliate may nonetheless seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information or the integrity of the Network.

15.4 Individual claims only

To the extent permitted by law, each Party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any class, collective or representative proceeding.

15.5 Changes to this Agreement

We may update this Agreement by posting a new version on petfiliate.com and notifying you by email or in your Account. Changes take effect 15 days after notice, except that changes required by law, by a Brand or by an Upstream Network may take effect sooner. If you do not agree, you may terminate under Section 14.2 before the change takes effect. Continued use of the Network after the effective date means you accept the change.

15.6 Notices

We may give you notice by email to the address in your Account or through your Account; notice is effective when sent. You must give notice to us by email to legal@petfiliate.com, with a copy by courier or registered mail to P51 Media Ventures Ltd., 1383 West 8th Avenue, Vancouver, British Columbia V6H 3W4, Canada; notice is effective when received.

15.7 Assignment

You may not assign or transfer this Agreement, including by merger, change of control or sale of assets, without our prior written consent. Petfiliate may assign this Agreement to an affiliate or to a successor to all or part of its business without your consent.

15.8 Independent contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise or employment relationship. Neither Party may bind the other.

15.9 Force majeure

Neither Party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government action, labour disputes, internet or telecommunications failures, or failures of a Brand or Upstream Network. This Section does not excuse payment obligations for amounts already due.

15.10 Entire agreement

This Agreement, including all Brand Program Terms, Schedules and the Privacy Policy, is the entire agreement between the Parties about its subject matter and replaces all prior agreements and understandings about it.

15.11 Severability and waiver

If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the rest of this Agreement remains in effect. A failure or delay in enforcing any right is not a waiver, and any waiver must be in writing.

15.12 Electronic acceptance

You agree that clicking to accept, or using the Network, forms a binding contract and that electronic records, notices and payments satisfy any legal requirement for a written or signed document.

15.13 Language

The Parties have required that this Agreement and all related documents be drawn up in English. Les parties ont exigé que la présente convention et tous les documents connexes soient rédigés en anglais.

15.14 Contact

Questions about this Agreement can be sent to partners@petfiliate.com.

Schedule A: Compensation Terms

A1. Your rate is the rate in your Account

Your Compensation rate for each Brand program is the rate shown for that program in your Account on the date the Action occurs. Unless your Account says otherwise, the rate is a percentage of the net sale value of each Validated Action, as reported by the Brand (generally the order value after discounts, and excluding taxes, shipping, gift cards and returned or cancelled items). Some programs may pay a flat amount per Action instead, as shown in your Account.

A2. Performance tiers

Petfiliate may offer tiered rates that increase as your performance grows, for example based on your number of Validated Actions or your net sales over a set period. The tiers, thresholds, rates and review periods in effect for each program are shown in your Account. When you qualify for a higher tier, the higher rate applies to Actions from the date we update your Account, unless your Account states that a tier applies retroactively. If your performance drops below a tier's threshold at a review, your rate may move to the tier that matches your performance.

A3. Petfiliate sets the rates

Petfiliate sets all Compensation rates, tiers and thresholds in its sole discretion. They may differ between Partners, Brands, product categories and traffic types. Coupon, deal, cashback, loyalty and incentivized traffic, and traffic from paid advertising, may be offered lower rates or may be excluded.

A4. Independent of what Brands pay us

Your Compensation is set by Petfiliate and is not a share of, or tied to, the commission Petfiliate earns from a Brand. Petfiliate keeps the difference between the commission it receives and the Compensation it pays you. You are not entitled to know or receive a Brand's commission rate to Petfiliate, and a change in that rate does not automatically change yours.

A5. Changes to rates

We may change your rates, tiers or thresholds by updating your Account and notifying you at least 7 days before the change takes effect. Changes apply only to Actions that occur after the effective date. We may make a change sooner where a Brand reduces or ends its program or commission, and immediately where you have breached this Agreement.

A6. Bonuses and promotions

From time to time we may offer bonuses, flat incentives or promotional rates. Their terms, including eligibility and end dates, will be shown in your Account or in the offer, and they end automatically on the stated end date.

A7. Paid when paid

All Compensation, including any tier rate or bonus, remains subject to Section 7, including the requirement that Petfiliate has received the corresponding Gross Commission from the Brand or Upstream Network.

A8. Errors

If a rate shown in your Account is displayed or applied in error, we may correct it, and any overpayment is subject to Section 7.6.

Schedule B: Payment Terms

Payment is conditional on your compliance with this Agreement, including Sections 3.3 and 8.2. Any payment made in error, including overpayments, must be repaid on request and may be set off under Section 7.6.