MINKGLOVE.COM Affiliate Agreement

This Agreement defines your relationship with MINKGLOVE.COM ("MINKGLOVE.COM"). This Agreement contains the complete terms and conditions that apply to a party's participation as an affiliate of the Affiliate Program of MINKGLOVE.COM (the "Program"). As used in this Agreement, "we" means MINKGLOVE.COM, and "you" means the applicant party. "Site" means a World Wide Web site.

1. Enrollment in the Program

1.1 You may submit a completed Program application to begin the enrollment process. Submission of your application to the MINKGLOVE.COM affiliate program implies acceptance to the terms set forth in this Agreement.

1.2 We will evaluate your application and notify you of your acceptance or rejection. We may reject your application if, in our sole discretion, we determine for any reason that your site is unsuitable for the Program. If we reject your application, you may reapply to the Program at any time; however, you should not link to our Site unless you are approved for the Program.

2. Links on Your Site

2.1 You will link your Site to areas within our Site using special URLs specified in the Program (the "Required URLs"). You may post as many links to the Required URLs as you like on your site. The position, prominence and nature of links on your Site shall comply with any requirements specified in this Agreement.

2.2 General Link to MINKGLOVE.COM Home Page: You may provide a general link on your Site to our home page(s) in a format to be approved by us. We will provide you with guidelines, content and graphical artwork to use in linking to our home page ("Product Information"). MINKGLOVE.COM may with or without notice (a) change, suspend or discontinue any aspect of an Product offer (b) remove, alter, or modify any graphic, banner, content, or text submitted by us to you for use in connection with the sale of our products ("MINKGLOVE.COM Content"). You agree to promptly implement any request from us to remove, alter or modify any of your content or related content appearing on your site. Any failure by you to comply with the terms of this paragraph shall entitle us to, in addition to any other remedies available, withhold payment on any applicable sales due to you.

2.3 Prohibitions: You understand and acknowledge that this Agreement is made between you and MINKGLOVE.COM and is solely for the purpose of allowing you to link to the MINKGLOVE.COM website.

1. You may NOT use the name MINKGLOVE.COM or any of MINKGLOVE.COM’s product names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including without limitation, those names, logos, service marks, trade dress, copyrights, and proprietary technology currently used or which may be developed and/or used by it in the future except as expressly authorized by this Agreement (collectively, "MINKGLOVE.COM Property").

2. In particular, you may NOT use the name MINKGLOVE.COM or any variation thereof in metatags, in hidden text or source code.

3. You may NOT use the name MINKGLOVE.COM, any variation thereof, in your domain name or any other part of your Universal Record Locator (URL).

4. You may NOT engineer your site in such a manner that pulls Internet traffic away from MINKGLOVE.COM.

5. If your site donates any portion of its referral fees to any school, foundation or other charitable organization, you may not state or imply that MINKGLOVE.COM endorse such activities or is responsible in any way for the inclusion and donation of funds to any of the schools, foundations or charities associated with your site.

6. You may NOT wrap or frame our Sites in any manner.

7. Use of unauthorized links or coupon codes in the Program is prohibited, and will result in the forfeiture of all commissions earned hereunder by Partner for the month(s) the unauthorized links or coupon codes appear on your site. Unauthorized coupon codes shall include those coupon codes unrelated to the Program, consumer e-mail newsletters, retail cards or direct mail promotions. Violation of the foregoing prohibitions may result in, among other things, the immediate termination of this Agreement and/or the commencement of an action by MINKGLOVE.COM against you seeking, without limitation, injunctive relief and/or recovery of actual, statutory and/or punitive damages.

8. You agree that you will not send, transmit and/or distribute any email that in any way suggests or implies that MINKGLOVE.COM was the sender or sponsor of such email or procured or induced you to send such email. Additionally, you will identify yourself (the Affiliate) as the sender of the email and ensure the email does NOT contain a falsified sender name and does NOT include a false or misleading subject line.

9. You agree that you will not forward, redistribute, or otherwise repurpose any email marketing that MINKGLOVE.COM sends to its Affiliates and/or customers.

10. You agree that you will send emails only to those recipients who have opted in to receive emails from you.

11. You agree that all email marketing shall include language that notifies the recipient that he/she may unsubscribe or "opt out" from further email solicitations from you.

12. You will comply with all local, state and federal laws as amended (including, but not limited to, the "CAN-SPAM" Act, effective January 1, 2004) regarding all email marketing.

3. Order Processing

3.1 We will process product orders placed by customers who follow special links from your site to the MINKGLOVE.COM site and/or petcareinsurance.com in accordance with applicable legal requirements. We reserve the right to reject orders that do not comply with any reasonable requirements that we may periodically establish.

3.2 We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare orders forms; process payments, cancellations, and returns; and handle customer service.

3.3 We will track sales made to customers who purchase products using special links from your site to our site. To permit accurate tracking, reporting, and fee accrual, you must ensure that the special links between your site and our site are properly formatted.

4. Commission

4.1 MINKGLOVE.COM will pay you or cause you to be paid when total commissions due exceed Fifty Dollars ($50). The PayPal payment or electronic transfer, at the sole option of MINKGLOVE.COM will be for the applicable commission (less any taxes required to be withheld pursuant to applicable law). Furthermore, you will be given a password, which will enable you to receive your sales statistics on a reasonable basis.

4.2 We will pay you commissions on certain product sales to third parties. For a product sale to generate a referral fee, the customer must follow a special link (in the format specified by MINKGLOVE.COM) from your site to the MINKGLOVE.COM site; purchase the product using our automated ordering system; accept delivery of the product at the shipping destination; and remit full payment to us. We will pay referral fees for transactions made up to 999 days after the initial click through from your site, even if the visitor returns directly to the MINKGLOVE.COM website. Customer Service invoice adjustments and reorders are not eligible to earn referral fees. Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Qualifying Products."

4.3 Qualifying Products are defined as all products purchased from MNKGLOVE.COM.com, excluding gift certificates.

5. Fee Schedule

5.1 Referral fees will be equal to 10% of net sales for qualifying purchases.  You will earn referral fees based on your Gross Receipts of MINKGLOVE.COM Products, according to fee schedules to be established by us.

5.2 "Gross Receipts" shall mean the (a) revenues generated by all sales of MINKGLOVE.COM Products to those Affiliate customers who (i) "clicked" from your (the Affiliate) website during the term of this agreement, (ii) then purchased MINKGLOVE.COM product(s) via MINKGLOVE.COM shopping cart, (iii) products are shipped by MINKGLOVE.COM, and (iv) MINKGLOVE.COM has received full payment less (b) refunds, returns, credit card fees and charge backs and shall not include costs or revenues associated with sales taxes and packaging, gift wrapping, duties, shipping, handling, rebates, credit card fraud and bad debt, and returned items.

6. Commission Payment

When the total commissions due to you exceed $50, we will immediately pay via PayPal or electronic transfer for the applicable amount, and send a statement of activity to you. If the balance of your account is less than $50, we will roll over the balance to the next month.

6.1 Payments will be made as stated in Clause 4.

7. Policies and Pricing

7.1 Customers who buy products through this Program will be deemed to be customers of MINKGLOVE.COM without affecting their status as your customer. Accordingly, all MINKGLOVE.COM rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers with respect to their transactions at MINKGLOVE.COM. We may change our policies and operating procedures at any time consistent with applicable laws. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present current and accurate information, but we cannot guarantee the availability or price of any particular product.

8. Identifying Yourself As An Affiliate

8.1 We will provide you with a graphic image that identifies your site as a participant in the Program. You must display this image or the words "In association with MINKGLOVE.COM" somewhere on your site. We may modify the graphic image or this notice from time to time.

8.2 If your site is engaged in the practice of directing, transferring, or donating any portion of the Referral Fees paid to you by MINKGLOVE.COM, you must provide the following message: "All donations, transfers and pledges of money to any schools, foundations or other types of charitable or philanthropic organizations are made at the sole direction of (your site) and, (if applicable) of (your site's) members.

9. Limited License

9.1 We grant you a nonexclusive, revocable right to use the image and message described in Section 8 and such other images for which we grant express permission, including the MINKGLOVE.COM Property, for the sole purpose of identifying your site as a Program participant and to assist in generating product sales, subject to the terms and conditions of this Agreement. You may not modify the image, the message, the MINKGLOVE.COM Property, or any of our images in any way. We reserve all of our rights in the image, the message, the MINKGLOVE.COM Property, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines (see below), as those may change from time to time. We may revoke your license at any time by giving you prior notice.

10. Responsibility for Your Site

10.1 You will be solely responsible for the development, operation, and maintenance of your site and for all content that appears on your site. For example, you will be solely responsible for the technical operation of your site and all related equipment. The accuracy, timeliness and appropriateness of content posted on your site (including, among other things, all product-related materials), ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), ensuring that content posted on your site is not libelous or otherwise illegal.

10.2 We disclaim all liability for these matters. Further, you will defend, 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 and/or any of your representations and warranties set forth herein.  You hereby agree to indemnify and hold harmless us and our affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees (any or all of the foregoing hereinafter referred to as "losses") insofar as such losses, or actions in respect thereof, arise out of or are based on 1) any claim that our use of the Affiliate Marks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, 2) any failure or breach of any representation, warranty, covenant, or agreement made by you herein, 3) any misuse of our name or trademarks, or 4) any claim related to your site, including, without limitation, content therein not attributable to us.

11. Terms of the Agreement

11.1 The terms of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party prior notice of termination. Upon termination, all MINKGLOVE.COM and Product related content and links shall be promptly removed from your site. You are only eligible to earn referral fees on sales of Qualifying Products occurring during the term, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. In the event overpayment is made by us, you agree to promptly remit such excess payment upon notification by us. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

12. Modification

12.1 We may modify any of 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. We will also make commercially reasonable efforts to notify you of such changes prior to implementation. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE AND/OR SENDING YOU THE CHANGE NOTICE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

13. Relationship of Parties

13.1 You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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.

14. Limitation of Liability

14.1 We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages.

15. Disclaimers

15.1 We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, 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 interruptions or errors; however, we will make commercially reasonable efforts to correct errors or interruptions promptly.

16. Independent Investigation

16.1 YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) 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 REPRESENTATIONS, GUARANGEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

17. Miscellaneous

17.1 This Agreement will be governed by the laws of Hong Kong, a Special Administrative Region of the People’s Republic of China, without reference to rules governing choice of laws. Any dispute, difference or claim arising out of or in connection with this Agreement contract, shall be referred to and determined by arbitration in Hong Kong using the law of the Hong Kong Special Administrative Region as the governing law. The Domestic Arbitration Rules of Hong Kong International Arbitration Centre shall apply to the arbitration proceedings. The place of arbitration shall be in Hong Kong. There shall be only one arbitrator. The language of the arbitration shall be English. 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 enforceable against the parties and their respective successors and assigns. Our failure or agreement not to enforce your strict performance of any provision of this Agreement in a given instance will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this agreement.

18. Guidelines For Using the MINKGLOVE.COM(S) Service Mark

18.1 These guidelines apply to your use of MINKGLOVE.COM and other trademarks and service marks belonging to MINKGLOVE.COM (the "Trademarks") in content that has been approved by us.· You may use the trademark only for purposes expressly authorized by us.· You may not modify the trademark in any manner. You may not display the trademark in any manner that implies endorsement of your web site or business by MINKGLOVE.COM outside of your involvement in the Affiliate Program.· You may not use the trademark to disparage MINKGLOVE.COM, its products or services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our good will in the service mark.· You must use the TM, or R symbol as applicable next to the trademarks.· You acknowledge that all rights to the service mark are our exclusive property and all goodwill generated through your use of the service mark will inure to our benefit. You must abide by the following Prohibitions: You may NOT use the name MINKGLOVE.COM, or any variation thereof, in metatags, hidden text or source code, in your domain name or any other part of your Universal Record Locator (URL).

We reserve the right in our sole discretion to modify these guidelines at any time. We reserve the right to take action against any use that does not conform to these guidelines.