Affiliate Agreement

The Cat Tree Store, a division of South Hill Trading Company, New Boston, NH USA

1. Site Maintenance.  Each party shall be responsible for the development, operation, and maintenance of its own web site and for all materials that appear on its site, including but not limited to:
 
a. the technical operation of its site and all related equipment
b. creating and posting descriptions on its site and linking those descriptions
c. the accuracy and appropriateness of materials posted on its site (including, among other things, all service and product-related materials)
d. ensuring that materials posted on its 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)
e. ensuring that materials posted on its site are not libelous, obscene, fraudulent or otherwise illegal
f. ensuring that its site accurately and adequately discloses, either through a privacy policy or otherwise, how it collects, uses, stores, and discloses data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers. 
 
2. Linking License.
 
a. Affiliate Linking.  Company hereby grants a non-exclusive, non-transferable license to Affiliate to use the code and/or logo and graphic provided as part of this Program for linking to the Company Site ("Company Site") as approved through this Program. 
b. Linking.  Company and Affiliate hereby grant to each other a non-exclusive, non-transferable trademark license to place the other's link, in text or graphic form as provided, on each other's website page for the purpose of this Agreement.  All use of a party's trademarks as permitted in this Agreement shall accrue to the benefit of the owner of such trademarks, and the other party shall acquire no right, title or interest in such trademarks other than the license granted herein.  Each trademark owner shall retain sole exclusive rights and control over its trade marks, service marks and trade names.
c. Purchase Tracking.  Company shall track Affiliate users who access the Company Site via the code or link on Affiliate's site and make a purchase which earns Fees as set forth in Section 4. Failure by Affiliate to correctly use code or links which track sales from it's users may result in problems with accurate payments hereunder.  Please notify Company immediately if you believe that you have had a problem in this regard.
 
3. Program Participation. As part of being granted participation in this Program, you agree that you will not:
 
a. directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using links or branding on your site to access the Company Site (e.g., by implementing any "rewards" program for persons or entities who use your site to access the Company Site, etc.);
b. post any links or branding on any web site or other platform that is accessible through any device (an "Internet Access Device") that provides Internet access but does not present the Company Site, or permit users to access and interact with the Company Site, in the same manner as a desktop computer (e.g., mobile devices such as cellular telephones or PDAs that may access only limited or modified versions of the site);
c. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Company by any person or entity;
d. in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Company Site;
e. make any orders requests, or engage in other transactions of any kind on the Company Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so;
f. take any action that could reasonably cause any confusion  to the user as to which website transactions or actions are occurring; or
g. except for linking in section 2.a. above, post or serve any advertisements or promotional content around or in conjunction with the display of the Company Site (e.g., through any "framing" technique or technology or pop-up windows), or assist, authorize, or encourage any third party to take any such action. If we determine, in Company's sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.
 
4. Fee Payments.  Company shall pay Affiliate  10% of Net Revenue ("Fee").  For the purpose of this section, "Net Revenue"  is defined as gross revenue received by Company via the Affiliate's link to the Company Site.  Company will pay you a Fee for an Eligible Sale.  For the purpose of this section, "Eligible Sale" is defined as when a user clicks-through the code or link supplied through this Program from your site to the Company Site, and adds a Company product to his or her shopping cart during a session. No Fee will be paid if the session ends which is upon any of the following events: (a) 90 days elapses from the user's initial click-through, (b) the user follows another parties' link or code to the Company Site; (c) the user returns their purchase. Fees will not be paid on disputed credit card charges or on purchases of other parties' items purchased through the Company Site by users from your site.                                                 
 
5. Payment Procedures.  Company shall pay Commissions monthly. Payments shall be made via check or Paypal to the party and address as indicated on the contact information provided on signup by Affiliate.  Affiliate is responsible for updating such information in a timely fashion.
 
6. Warranties. 
 
a. Affiliate Warranties.  Affiliate represents and warrants to the Company that (i) it has the requisite corporate authority to enter into and perform this Agreement, (ii) this Agreement constitutes a legally binding obligation, enforceable in accordance with its terms, (iii) its execution and performance under this Agreement shall not breach any agreements or violate any third party's rights and shall not violate any judgment, writ, injunction, or order of any court, arbitrator or governmental agency; and (iv) no content on its website, nor any element thereof, shall infringe the copyright, trademark, patent or trade secret rights of any third party or be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments.
b. Company Warranties.  Company represents and warrants to the Affiliate that (i) it has the requisite corporate authority to enter into and perform this Agreement, (ii) this Agreement constitutes a legally binding obligation, enforceable in accordance with its terms, and (iii) its execution and performance under this Agreement shall not breach any agreements or violate any judgment, writ, injunction, or order of any court, arbitrator or governmental agency.
c. No Other Warranties.   Except as stated in the above Sections 6. a and b respectively, NEITHER PARTY MAKES ANY OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, NON-INFRINGEMENT, OR ANY OTHER IMPLIED OR EXPRESS WARRANTIES.  NEITHER PARTY IS RELYING ON ANY STATEMENT, PROMISE, REPRESENTATION OR GUARANTEE, EXCEPT AS SET FORTH IN THIS AGREEMENT.
 
7. Indemnification.  Affiliate shall indemnify and hold harmless Company, its officers, directors, employees, sublicensees, contractors and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys' fees and court costs) which result from a breach or alleged breach of any statement (a "Claim") set forth in this Agreement, provided that Company gives the Affiliate written notice of any such Claim and the indemnified party has the right to participate in the defense of any such Claim at its expense.  From the date of written notice of any such Claim, Company shall have the right to withhold from any payments due under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for obligations under this Section.
 
8. Termination and Term.  Either party may terminate this Agreement upon thirty (30) days written notice to the other.  Upon termination for material breach, Company may withhold Fees due to off-set any Affiliate breach.  Upon termination for other than material breach, Company shall issue payment within thirty days of conclusion of the quarter in which such termination occurs.  Upon termination for any reason, all licenses granted herein shall immediately cease and Affiliate shall immediately remove all code and links, references and trademarks on its site regarding Company.
 
9. Relationship.  The parties' relationship does not create a partnership, joint venture, agency or employer-employee relationship.  The Affiliate is not the agent of Company and is not authorized to make any representation, contract, or commitment on behalf of Company.  Contractor shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to its receipt of fees under this Agreement. 
 
10. Press Release.  Affiliate shall not issue a press release regarding its participation in this Program without the written permission of Company.
 
11. Miscellaneous.  Either party may assign this Agreement to any successor in interest who purchases or through change in control owns greater than fifty percent of the assets or equity of such entity and agrees in writing to be bound by the terms and conditions herein; any other assignment shall be void.  This Agreement shall be governed by, enforced under, and construed and interpreted in accordance with, the laws of New Hampshire  without reference to conflict of laws principles.  Each party agrees consents to venue and personal jurisdiction in  Hillsborough County, New Hampshire, USA.  If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law.  This Agreement constitutes the entire agreement between the parties related to the subject matter thereof, supersedes any prior or contemporaneous (oral, written or electronic) agreement between the parties. Changes to this agreement may be made by South Hill Trading Company and will take effect 30 days from announcenent of said changes to our affiliates, at the email address supplied in their profile.