Terms of Service
Dr. Bill’s Pet Nutrition Affiliate Ambassador Program Terms and Conditions
Affiliate Program Agreement
Last Modified: 12/11/2024
PLEASE READ THESE AFFILIATE AMBASSADOR PROGRAM TERMS AND CONDITIONS (“Terms and Conditions”) CAREFULLY.
This is a contract between you as an individual and/or an entity that you have legal authority to bind to the terms of this Affiliate Program Agreement (“you” or the “Affiliate”) and Dr. Bill’s LLC (“Dr, Bill’s” or “us”) and its wholly or partially owned affiliates. It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese”, but we have tried to make it as readable as possible.
These Terms and Conditions to your participation in Dr. Bill’s Pet Nutrition Affiliate Ambassador Program (the “Program”). These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.
We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms, we will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.
1. Definitions
- “Affiliate” refers to the individual or entity participating in the Program.
- “Affiliate Lead” means a customer prospect who clicks on an Affiliate Link.
- “Affiliate Link” means the unique tracking link you place on your site or promote through other channels, together with any cookies associated with such tracking link that allow us to track the Affiliate Lead referral.
- “Agreement” means this Affiliate Program Agreement and all materials referred or linked to in here.
- “Commission” means an amount described in the “Commission Structure and Rates” Section below.
- “Company”, “We”, “us”, “our”, and “Dr. Bill’s” refers to Dr. Bill’s LLC d/b/a Dr. Bill’s Pet Nutrition.
- “Customer” means the actual purchaser who has purchased Products after being an Affiliate Lead.
- “Customer Transactions” means those transactions by Customers that are eligible for Commission these Terms and Conditions.
- “Products” refers to any goods or services offered by Dr. Bill’s Pet Nutrition.
- “Program” means the Dr. Bill’s Pet Nutrition Affiliate Ambassador Program.
- “Program Policies Page” means the landing page where we will provide all the up-to-date guidelines and policies for the Affiliate Program.
- “You” and “Affiliate” means the party, other than Dr. Bill’s, entering into this Agreement and participating in the Affiliate Program.
2. Agreement Acceptance
By applying to or participating in the Program, the Affiliate agrees to be bound by these Terms and Conditions. You acknowledge and agree that you will not accept any payment under the Program if you do not agree with any of these Terms and Conditions.
3. Eligibility
- Affiliates must be at least 18 years old and capable of forming legally binding contracts.
- Affiliates must have a valid U.S. Tax ID Number or Social Security Number.
- The Company reserves the right to refuse any application or terminate any affiliate relationship at its sole discretion at any time.
4. Enrollment and Affiliate Restrictions
- Enrollment is subject to Company approval.
- Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.
- If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Further, you will need to complete any enrollment criteria set out in the Program Policies Page, if applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program.
- You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.
- Affiliates may not operate or promote websites that:
- Promote violence, illegal activities, or discrimination.
- Contains sexually explicit material.
- Violate intellectual property rights.
- Affiliates may not bid on Company trade or service marks on search engines or social media platforms.
5. Account Responsibilities
- Affiliates are responsible for maintaining the accuracy of their account information.
- Affiliates must safeguard their login credentials and notify the Company immediately of any unauthorized use. You understand and agree that you are responsible and liable for any use of your login credentials and any actions taken on your account whether or not such actions were authorized by you.
6. Tracking and Measurement
- Sales are tracked through unique Affiliate Links and coupon codes.
- Cookies have a 30-day duration, but we do not control whether an Affiliate Lead may choose not to accept cookies or to delete cookies, and so we may not be able to track all Affiliate Leads.
- The Company reserves the right to audit tracking mechanisms.
7. Commission Structure and Rates
- Commission rate is 20%.
- The Company reserves the right to modify the commission structure immediately upon electronic notice to you, provided, however, that any such modifications shall only apply to new cookies and/or Affiliate Links issued after such changes take effect.
8. Sales Validation and Payment Schedules
- All sales are subject to validation by the Company.
- Commissions are not earned on canceled or refunded orders, and any amounts related to refunded orders will be deducted from future payouts.
- Payments will be made monthly for the previous month’s validated sales.
- The minimum payout threshold is $50.
- Payments will be made via PayPal.
9. Promotional Methods and Compliance
- Affiliates must comply with all applicable laws and regulations, including FTC guidelines for disclosure.
- Affiliates must adhere to the Company’s brand guidelines as updated from time to time (“Brand Guidelines”). The Brand Guidelines are available here.
- Spam, misleading claims, and unethical promotion tactics are strictly prohibited.
- Affiliates are responsible and liable for ensuring their promotional activities comply with all relevant laws and regulations.
10. Intellectual Property Rights
- You hereby grant to the Company a nonexclusive, nontransferable (except to affiliates), royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program (including to identify your participation in the Affiliate Program, both during and after the Term of this agreement. After the termination of this agreement, upon your written request, we shall remove any references to Affiliate Marks from our website within thirty (30) days, but we shall have no obligation to remove any usage of the Affiliate Marks from any materials printed prior to the receipt of such written request.
- During the Term of this agreement, the Company may make its trade and service marks (whether or not registered) (“Trademarks”) available to you for the promotion of the Products, and you may use our Trademark as long as you strictly follow the usage requirements in this section. You must: (i) only use the most current copies of images of our Trademarks that we provide to you, without altering them in any way; (ii) only use our Trademarks in connection with the Affiliate Program and these Terms and Conditions; (iii) strictly comply with our Brand Guidelines; and (iv) immediately comply if we request that you discontinue use of any Trademark. You must not: (i) use our Trademarks in a misleading or disparaging way; (ii) use our Trademarks in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our Trademarks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
- Affiliates may not modify or misuse the Company’s intellectual property. No right or license, whether express, implied, or by estoppel is granted to you under these Terms and Conditions.
- All intellectual property rights remain the property of the Company. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Products in whole or in part, by any means. All goodwill related to the usage of Company Trademarks shall accrue in and inure solely to the benefit of the Company. We encourage all customers, Affiliates and business partners to comment on the Products, provide suggestions for improving them, and vote on suggestions they like (“Feedback”). You agree that all such comments and suggestions will be non-confidential and that we own all rights to use (or not use) and incorporate them into the Products or other products, without payment to you. In furtherance of the foregoing, you shall and hereby do on behalf of yourself and any entity you represent, assign all right, title and interest in and to any Feedback to the Company, and to the extent that you cannot presently make such assignment, you hereby grant to the Company a perpetual, irrevocable, royalty-free, fully paid up, sublicensable (through multiple tiers, and transferable right and license to use the Feedback for any purposes whatsoever, and such license shall be exclusive to the greatest extent that you are capable of granting.
11. Obligations while Promoting Dr. Bill’s Products
- Affiliates may not promote direct competitors of the Company on the same platform or content where they promote the Company’s Products. If you have any questions whether another company or product may be deemed a competitor to the Company or its Products, please contact the Company. Any violation of this clause will result in termination of your participation in the Affiliate Program.
- Affiliates must disclose any relationships with competing brands to the Company both at the time of registration and on an ongoing basis.
- This Agreement does not create an exclusive agreement between you and us. Subject to this Section 11, both you and Dr. Bill’s will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
- You will comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests. You will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, “do not call” and “do not send” requests.
12. Confidentiality
- Affiliates agree to keep all non-public information about the Company and the Program confidential. You acknowledge and agree that the Affiliate Leads and Customers, and any contact information related thereto is the Company’s confidential information.
- This obligation continues even after the termination of these Terms and Conditions.
13. Term of Agreement and Termination
- This agreement is effective until terminated by either party.
- Either party may terminate this agreement at any time, with or without cause, by providing written notice.
- Upon termination, the Affiliate must cease all promotion of the Company’s Products. All rights and licenses granted by the Company terminate immediately. All rights to Commissions also terminate immediately.
- Any accrued but unpaid Commissions will be paid according to the regular payment schedule, provided the minimum threshold is met. We shall not be required to count any sales towards your Commissions that occur after you send us a notice of termination.
14. Indemnification
Affiliate agrees to defend, indemnify and hold the Company, its officers, directors, employees, agents, service providers, licensors, and affiliates harmless from any claims, damages, or expenses arising from: (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) our use of the Affiliate Marks, and (e) any violation of any laws or third-party rights. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
15. Disclaimers; Limitations of Liability
- Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE PRODUCTS OR THE AFFILIATE PROGRAM FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE PRODUCTS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
- No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES EXCEPT IN RELATION TO AFFILIATE’S UNAUTHORIZED USE OF COMPANY TRADEMARKS OR OTHER MISUSE, MISAPPROPRIATION, OR INFRINGEMENT OF COMPANY INTELLECTUAL PROPERTY RIGHTS.
- Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, THE COMPANY IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY OF THE COMPANY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE CUSTOMER TRANSACTIONS RELATED TO THE CLAIM IN QUESTION IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
- Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE LINK HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, WE SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.
16. Modifications
The Company reserves the right to modify these Terms and Conditions at any time. Affiliates will be notified of significant changes. Please make sure to check regularly for the latest version of the Terms and Conditions. You are required to make sure that your contact information is maintained up to date so that you can receive any updates from us.
17. Disputes; Governing Law
- Any disputes arising from these Terms and Conditions shall first be addressed through good-faith negotiations. Please notify us immediately in writing of any disputes
- If negotiations fail, disputes shall be resolved exclusively through binding arbitration in under the then current commercial arbitration rules of the American Arbitration Association by one arbitrator in accordance with such rules. The arbitration shall be conducted in English in Seattle, Washington. The decision of the arbitrator shall be final, and judgment may be entered thereon by any court of competent jurisdiction. The foregoing agreement to arbitrate disputes shall not prevent the Company from seeking injunctive or other equitable relief from any court or tribunal of competent jurisdiction in the event of a misuse, misappropriation, or other violation of the Company’s intellectual property rights (including rights in the Company’s Trademarks) or any actual or threatened breach of Affiliate’s confidentiality obligations hereunder. Each party shall bear its own costs and expenses including attorney fees and arbitration costs.
- This agreement shall be governed by and construed in accordance with the laws of Washington. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR LEGAL PROCEEDING RELATING TO OR ARISING OUT OF THESE TERMS AND CONDITIONS, THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY COUNTERCLAIM RELATING THERETO.
18. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms and Conditions will continue in effect.
19. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party) and will be deemed delivered as of the date of actual receipt.
To Dr. Bill’s LLC: Dr. Bill’s LLC, [6808 220th ST SW, Suite 300 Mountlake Terrace, WA 98043] Attention: Legal and Compliance
To you: your address as provided in our affiliate account information for you.
We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
20. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement in our sole discretion for any reason including to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
21. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
22. Independent Contractors. The parties shall be independent contractors in their performance under these Terms and Conditions, and nothing contained herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
23. Entire Agreement
These Terms and Conditions constitute the entire agreement between the Affiliate and the Company regarding the Program.
By participating in the Dr. Bill’s Pet Nutrition Affiliate Ambassador Program, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.
24. Survival. The following sections shall survive the expiration or termination of this Agreement: ’Definitions’, ’Account Responsibilities, ’Intellectual Property Rights’, ’Confidentiality’, ’Indemnification’, ’Disclaimers; Limitation of Liability’, ’Modifications’, Disputes; Governing Law’, ’Severability’, ’Notices’, and ’Entire Agreement’.