YOUR PARTICIPATION IN THE PROGRAM INDICATES YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT.

Enrollment
To start your enrollment process, you must submit a completed 1-800-PetMeds Program application. 1-800-PetMeds will evaluate your application in good faith. We may reject your application if we determine (in our sole discretion) that you are unsuitable for the Program for any reason, including, but not limited to, past fraudulent behavior. If we reject your application, you are welcome to reapply to the Program at any time.

Term of the Agreement and Termination
The term of this Agreement will begin upon our acceptance of you in the 1-800-PetMeds Program, and will end when terminated by either party. Either you or 1-800-PetMeds may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination by email or via mail (if by 1-800-PetMeds, to the email address and/or address provided by you upon registration).

You are only eligible to earn commission payment(s) on sales/purchases occurring during the term, and commission payment(s) earned through the date of termination will remain payable only if the related 1-800-PetMeds orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

If you are terminated for cause, which means, but is not limited to, you have violated a material clause in this agreement, you will forfeit any unpaid commissions, forever. You will additionally be subject to potential legal action for damages, costs, attorneys' fees, etc. We will notify you of the termination and the reason why you were terminated for cause.

If you are terminated without cause, or you notify us that you have terminated your own participation, but the Program continues in effect, you will no longer be eligible to earn commissions. Any commission still owed to you will be payable per the agreement. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

We may also terminate you for inactivity. Should you fail to produce any new customers for any consecutive 90 day period we will have the option to terminate your partner status and will email you should we choose to exercise that option.

Modification
Because federal, state, provincial, territorial and local laws, as well as the business environment, periodically change, 1-800-PetMeds reserves the right to amend the Agreement and its prices in its sole and absolute discretion. By signing the Agreement, you agree to abide by all amendments or modifications that 1-800-PetMeds elects to make. Amendments shall be effective upon notice to you that the Agreement has been modified. The Company shall provide or make available to you a complete copy of the amended provisions by one or more of the following methods: (1) posting on the Company's official web site; (2) electronic mail (e-mail); or (3) special mailings.

Modifications may include, but are not limited to, changes in the scope of available commission payment(s) or the payment program in general, payment schedules, payment procedures, and Program rules. Should you not agree with any changes your only option will be to terminate your participation in the Program. Your continued participation in the Program shall constitute your binding acceptance of the change(s). No changes will ever be made retroactive.

Relationship of Parties
You and 1-800-PetMeds are independent contractors, and nothing in this Agreement will create or creates any partnership, joint venture, agency, franchise, sales representative, strategic alliance or employment relationship between the parties. You will not and do not have authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site, by email or otherwise, that reasonably would contradict anything in this section.

If, at any time, we discover that you are using your relationship with us for any reason other than that of the 1-800-PetMeds Program, your relationship with us will be immediately terminated and any commissions earned as a result of the transaction or transactions that gave rise to said termination shall immediately be disallowed or charged back.

Disclaimers
We make no express or implied warranties or representations with respect to the 1-800-PetMeds Program or any 1-800-PetMeds products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of 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. As an approved 1-800-PetMeds Partner, you represent your primary focus is to transact business within the United States, unless prior approval is gained from 1-800-PetMeds.

Confidentiality
You agree that all 1-800-PetMeds financial information and business practices, including but not limited to customer lists, commissions percentages, and pricing and sales information, concerning 1-800-PetMeds, shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than you. The terms of this section shall survive the termination of this agreement for whatever reason.

Limitation of Liability
The Program is provided on an "as is," "as available" basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose or non-infringement. 1-800-PetMeds expressly disclaims any representation or warranty that the 1-800-PetMeds Program will be error-free, timely, secure or uninterrupted. No oral advice or written information given by 1-800-PetMeds, its employees, licensors or agents will create a warranty; nor may you rely on any such information or advice.

Under no circumstances, including negligence, will 1-800-PetMeds, or its associates be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Program, including but not limited to reliance on any information obtained on the Program; or that result from mistakes, omissions, interruptions, deletion of files or e-mail, loss of or damage to data, errors, defects, viruses, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of god, communication failure, theft, destruction or unauthorized access to 1-800-PetMeds records, programs or services. The subscriber hereby acknowledges that this provision will apply whether or not 1-800-PetMeds is given notice of the possibility of such damages and that this provision will apply to all content, merchandise or services available from 1-800-PetMeds and its associates.

Under no circumstances, under the terms of this agreement, shall damages include loss of business, or loss of profits whether based on breach of agreement, breach of warranty, tort, product liability or otherwise.

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. Our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to you under this Agreement.

The terms of this section shall survive the termination of this agreement for whatever reason.

Indemnification
You hereby agree to indemnify and hold harmless 1-800-PetMeds and its subsidiaries and 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) arising from your violation of this Agreement or any third-party's rights, (including, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of your relationship with 1-800-PetMeds.

Fee-Qualifying Products:
The following products will be considered fee-qualifying products:

1. Non-prescription (over-the-counter or OTC) products;
2. Health and nutritional supplies;
3. Toys and treats.

The following products will not be considered fee-qualifying products:

1. Prescription-required medications.

Payment
Subject to the terms and conditions of this Agreement, you will be paid a fee equal to 10% of the total amount of fee-qualifying products purchased by each new and unique customer (meaning a customer who does not currently exist in the 1-800-PetMeds database) referred by you who successfully purchases fee-qualifying products from 1-800-PetMeds using the code that you will be assigned or will choose.

Non-profit organizations may elect to receive a monetary donation in lieu of a fee.

You will receive fee payments (or donations) on qualifying orders that are placed by customers using your code during the term of this agreement.. This term will begin on the date that your application is approved by 1-800-PetMeds, and shall end when terminated by either party as provided above. If a referred customer uses another Partner's code, you will no longer be eligible for a fee based on that customer's qualifying orders.

We will pay your fees on a monthly basis. Approximately 20 days following the end of each calendar quarter, we will send you a check for the fees earned. We will accrue and withhold fees until the total amount due is at least $50.00. We are obligated by U.S. federal law to obtain tax information from Program participants who are U.S. citizens, U.S. residents or U.S. corporations and from Program participants who are not U.S. citizens or residents but whose businesses are taxable in the U.S. If we believe you are a Program participant from whom we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your fee payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.

Policies and Pricing
Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time.

Returns and Cancellations
If a fee qualifying purchase is later returned, its fee payment will be deducted from the next monthly payment sent to you.

Identifying Yourself as an Partner
Unless authorized to do so by 1-800-PetMeds, in writing, you may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause).

Other Benefits
You are also eligible for 10% off all of your own personal orders. This discount will be applied to your own orders once you have referred two new customers via your referral code.

Independent Investigation
You acknowledge that you have read this agreement and agree to all of its terms and conditions. You understand that 1-800-PetMeds may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with the marketplace. You have independently evaluated the desirability of participating in the 1-800-PetMeds Program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.

Governing Law
The laws of the United States and the State of Florida will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Broward County, Florida, 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 a provision or any other provision of this Agreement.

Miscellaneous
You may not use misleading advertising in relationship to 1-800-PetMeds; doing so may result in the termination of your membership in the Program.

If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a competent arbitrator finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

Unless otherwise specified herein, this Agreement constitutes the complete and exclusive statement of the Agreement between the parties regarding the products and services provided hereunder, and supersedes any prior Agreements between the parties with respect thereto, including previous agreements between the parties through other avenues.

Completion of the 1-800-PetMeds Partner Program Signup Form shall be considered equivalent to hand-written signatures for this agreement.

Representations and Warranties

You hereby represent and warrant to us as follows:

This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.

The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, (iv) any agreement or other instrument applicable to you or binding upon your assets or properties or (v) any agreement or terms of your employment.

No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby.

There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.