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B2B Partner Agreement Terms

This Agreement constitutes the entire terms and conditions that apply to the UrbanPup.com White Label / Affiliate Program (the "Program"). As used in this Agreement, "we" UrbanPup.com, and "you" means the applicant. "Site" means a World Wide Web Site and, depending on the context, refers either to www.urbanpup.com site or to the site that you will link to our site.

1. Application and Approval
To apply to join the Program, you must be of 16 years or older and submit a complete Program application on our site. Once we have evaluated your application, we will inform you of its acceptance or rejection. Your application will be rejected if we decide, at our sole discretion, that your site is unsuitable for the Program on certain grounds which include but are not limited to those that: promote or encourage sexually explicit materials; promote or encourage violence; promote or encourage discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; promote illegal activities; or infringe the intellectual property rights of others.

2. Order Monitoring
We will monitor and process orders for products placed by customers who follow links from your site to our site. You will be able to obtain access to reports summarising this sales activity. The form, content, and frequency of the reports may vary from time to time at our sole discretion. To enable accurate monitoring, reporting, and commission collection, it is your responsibility to ensure that the links between your site and our site are properly formatted. When a customer comes to our site from your links, our web server logs your partner ID, and this is used to monitor orders which were referred by your site.

3. Qualifying Products
We reserve the right to reject orders that do not comply with the prevailing requirements which we may impose from time to time, in which event no commission will be payable on such non-qualifying order. We will credit your site for every payable purchase a customer makes.

4. Commissions
You will earn commissions based on the sale price of our products based on rates in force at the time. The current commission rate is 15% of the listed price (the price listed by the relevant product on our website) for all products featured on our site. Shipping fees are not included in the commission paid.

Payment will generally be made by PayPal for the commissions earned on products that were shipped during the relevant month, less any withholding or other applicable taxes. PayPal payouts must have a minimum threshold value of £30.00 GBP. If the partner has not generated more than this in any given month, the amount owed will be rolled over into the next period. This process will continue until the aggregate amount is greater than £30.00 GBP. Commissions paid for returned products and fraudulent orders will be deducted from the corresponding commission of your next payment. If no commissions are payable during the following month, you will be invoiced for the overpayment.

5. Policies and Pricing
Customers purchasing products through this Program will be treated as customers of UrbanPup.com and will be subject to all our rules, policies, and operating procedures concerning customer orders, customer service, and product sales. Our policies and operating procedures may be varied from time to time including the prices of our products in line with our own pricing policies.

6. 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. Accordingly, you will be solely responsible for ensuring that materials posted on your site are not illegal and do not violate or infringe the rights of any third party including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights. We disclaim all liability whatsoever in respect of these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, legal fees) relating to the development, operation, maintenance, and contents of your site.

7. Term of the Agreement
The Term of this Agreement will commence upon our acceptance of your Program application and will end when terminated by either you or us in accordance with this Agreement. Either party may terminate this Agreement at any time for any reason by giving the other party written notice of termination. You are only eligible to earn commissions on payable purchases occurring during the Term. Commissions earned prior to the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time in order to calculate adjustments for returns and cancellations.

8. Variation
We may vary 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. Variations may include changes in the scope of available commissions, commission schedules, payment procedures, and Program rules. If any variation 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 will constitute binding acceptance by you of the change.

9. Partnership
Nothing in this Agreement will create or be deemed to create any legal 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 Agreement.

10. Limitation of Liability
We will not be liable for any 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. Further, our aggregate liability arising with respect to this and the Program will not exceed the total commissions paid or payable to you under this Agreement.

11. Disclaimers
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.

12. Independent Investigation
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 representation, guarantee, or statement other than as set forth in this agreement.

13. Miscellaneous
English law will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts of the England, and you irrevocably consent to the jurisdiction of such courts. 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 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.
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