Cotl Referral Affiliate Program
Terms and Conditions
Welcome!
Thank you for your interest in the Cotl Affiliate Program! We are excited to work together to give all pets the safe, happy, full lives they deserve—no matter what. This Referral Affiliate Program Agreement ("Agreement") is between an Affiliate ("you" or "your") and Cotl ("we," "our," the "company"). PLEASE READ IT CAREFULLY. It defines how the Cotl Affiliate Program works, clarifies Cotl's roles and responsibilities, outlines how Affiliates are paid a commission by us, and explains what your roles and responsibilities are as an Affiliate.
Your participation in the Affiliate Program is conditioned on your acceptance of the terms and conditions contained in this Agreement. By applying to participate in the Affiliate Program, you are deemed to have accepted this Agreement as of the date of your application.
If you violate any of the terms or conditions in this Agreement, you forfeiture any unpaid commissions and we, at our sole discretion, may require you to return or repay any commissions previously paid following the date of such violation. Cotl reserves the right to withhold future commissions and take any other necessary action to enforce compliance with these terms.
If you have any questions, email us at affiliates@cotl.pet.
How does the Cotl Affiliate Program work?
A Cotl Affiliate is anyone who takes on the role of promoting the Cotl website, Cotl, and/or any of our products or services.
To participate in the Affiliate Program, you must apply to be an Affiliate, which enables you to create a Referral Identifier. "Referral Identifiers" includes unique coupon codes an Affiliate may provide to third parties for those parties to enter when purchasing Cotl products or services, web URLs or hyperlinks which contains (either within the link or via any redirect or link-cloaking software) the Affiliate's ID with the intention of tracking referred traffic to Cotl or any of its properties, or other means of tracking referrals from an Affiliate to Cotl, in each case as provided in Cotl’s sole discretion. When a user clicks on a Referral Identifier that is a URL or hyperlink, their information will be tracked for 60 days from the date of last click, meaning that an Affiliate can be credited for a purchase up to 60 days after a click. This also means that, if a customer has clicked another Affiliate’s Referral Identifier link within 60 days prior to clicking your link, and then purchases a Cotl product or service after clicking your link, the other Affiliate will receive credit for that referral, not you.
We encourage Affiliates to use all Referral Identifiers that we make available, including both coupon codes, URLs, and hyperlinks. Coupon codes are the best way to ensure you receive credit for your referrals, but hyperlinks and URLs may lead to more referral credits, since customers do not need to manually enter anything for you to receive credit for a referral.
If (a) an Affiliate directs or sends a new prospective buyer to Cotl or related website(s) or any of our other properties via a correctly formatted Referral Identifier and that visitor then purchases a product from Cotl or any of our other properties or (b) a third party uses a Referral Identifier code when purchasing Cotl products or services—the Affiliate will be entitled to receive a commission from Cotl on the sale of that product (the "Commission").
All affiliates must be at least 18 years of age. By participating in the affiliate program, you represent and warrant that you meet this age requirement. Cotl reserves the right to request verification of age at any time and to terminate any affiliate found to be in violation of this requirement.
Appointment; Relationship of Parties
Provided you are accepted as an Affiliate by Cotl, subject to the terms of this Agreement and Affiliate’s ongoing compliance therewith, Cotl grants you the non-exclusive, revocable, limited right to promote Cotl’s products and services to potential Cotl customers and to refer those potential customers to Cotl in exchange for compensation described herein.
Affiliate shall perform under this Agreement as an independent contractor, and not as an employee, agent, representative, or partner of Cotl. Affiliate is not entitled to any compensation, benefits, or other rights or privileges afforded to Cotl’s employees. Affiliate is acting as a finder only and shall have no authority to enter into any agreements, obligations, or commitments on Cotl’s behalf or to negotiate the terms of any agreements on Cotl’s behalf. Cotl may enter into referral agreements or other similar arrangements with other parties, and Affiliate shall have no rights under such agreements or to any fees for customers referred to Cotl by others.
Affiliate will (i) abide by Cotl’s policies and standards with respect to customer communications, which Cotl may modify in writing (including via email) at any time; (ii) only use Cotl-approved marketing materials or materials which have been otherwise approved by Cotl in writing; (iii) not publish or advertise any prices for the Cotl products or services below those made available by Cotl on Cotl’s then-current website; and (iv) not make any representation or warranty about Cotl or its products or services to any third party.
Payments
All Commissions are paid in US dollars. We start crediting affiliate commissions no sooner than 30 days after a customer makes a purchase through a Referral Identifier. This means that each sale of a Cotl product or service made using your Referral Identifier will become “active” 30 days after we receive payment for such product or service. We make payments to Affiliates for all active referrals due a Commission on the 15th of each month. So, if a customer uses your Referral Identifier to purchase a Cotl product or service on March 25th, assuming that customer’s payment is fully processed and not refunded, charged back, or otherwise returned or rejected, their purchase would be deemed “active” as of April 25th, and you would be entitled to a Commission payment for their purchase on May 15th.
Once you start sharing your Referral Identifier with others, you will be able to see information on your affiliate dashboard related to the number of times people have used your Referral Identifiers and the number of sales you’ve referred.
Affiliate shall not be entitled to receive compensation or reimbursement from Cotl for any expenses incurred by Affiliate in the performance of the Services other than the compensation described in this Agreement.
Chargebacks
Commissions may be modified, reduced, delayed, or withheld if, for any reason, Cotl: (i) receives no payment from referred customer; (ii) receives a reduced payment from referred customer; (iii) receives a delayed payment from referred customer; (iv) receives a chargeback or rejection of a referred customer payment or incurs any fees related thereto; or (v) refunds or returns any payment to a customer. If overbilling or overpayment results from mistakes in quantities, sale price, mistaken reporting or a Cotl error, or if any of Cotl’s products are services are rejected by a referred customer, a proportionate amount of the Commissions previously paid to an Affiliate shall be deducted from a future Commission payment to be paid to such Affiliate. If there are insufficient future Commission payments to cover a chargeback amount within six (6) months of a chargeback, then the Affiliate shall promptly pay to Cotl the amounts due to Cotl as a result of the chargeback upon Cotl’s written request. Cotl shall have the right to chargeback to or set-off against a Commission payment any amounts owed to Cotl under this Agreement.
Affiliate Responsibilities
Generally
Affiliate shall use reasonable efforts to identify and engage potential Cotl customers and to market and promote the Cotl products and services in accordance with the terms herein, including through Affiliate’s websites, social media accounts, and email campaigns.
Providing Correct Information
You are responsible for providing Cotl with your correct contact information at the time that you register for the Affiliate Program and you must keep your contact information up-to-date. Your failure to provide us with correct contact information could result in the suspension of your Affiliate Program account because we may be unable to contact you regarding important issues concerning the Affiliate Program and your participation therein. If you become aware that we have been provided incorrect contact information or if your contact information becomes out-of-date, you must immediately contact us and provide correct contact information.
Username and Password
Your login credentials (username and password) are personal to you. You must always maintain confidentiality and not disclose them to any third party. You agree that you are solely responsible for any use of the Cotl, or any of our other properties by any person using your username and password to the affiliate portal. You agree to indemnify and hold harmless Cotl and its affiliates, owners, members, managers, officers, directors, employees, contractors, agents, and other representatives against any claims arising out of your failure to maintain the confidentiality of your username or password. You agree not to impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity. Cotl or any of our other properties will not be liable for any loss you may incur as a result of someone else using your password or account (either with or without your knowledge). You agree to notify us immediately of any unauthorized use of your account or any other breach of security so we may attempt to remedy the situation in our platform.
Referral Identifier
You are solely responsible for ensuring that your Referral Identifier is set up correctly. We are not responsible for your failure to receive any Commission due to the incorrect formatting or configuration of your Referral Identifier. If you change any Affiliate identifying information that affects your Referral Identifier, you should immediately let us know at affiliates@cotl.pet.
FTC Guidelines
You agree to follow the FTC endorsement guidelines (click below to read "The FTC's Revised Endorsement Guides: What People are Asking").
http://business.ftc.gov/documents/bus71-ftcs-revised-endorsement-guideswhat-people-are-asking
Spam
You agree to comply with all US Federal CAN-SPAM Acts. We have a zero tolerance policy towards SPAM or any Affiliate associated with SPAM. If, at our absolute discretion, we establish that you are involved with SPAM in any way including creating, sending, or otherwise distributing SPAM we may immediately terminate your Affiliate Program account and you will forfeit all Commissions owed to you.
Affiliate Branding
We have a duty to define, protect, and evolve the Cotl brand and all of our product and service brands. The following section presents our most up-to-date usage rules and branding guidelines to clarify what is permitted and acceptable when you promote our brands. These may change from time to time, so please check here at the start of any promotional campaign. For all questions about brand usage, please contact us at affiliates@cotl.pet.
Make your role clear
When you use Cotl Intellectual Property, you must make clear that you are a third party, in no way employed by us, and that your website/blog is in no way owned, operated, maintained, or otherwise directly associated with Cotl (for example, by including a statement to that effect prominently on your site, referencing yourself as a referral affiliate, or otherwise clearly demonstrating you are a third party unrelated to Cotl).
Provided you abide by the usage restrictions above, you are permitted to use our brand names and Trademarks as a portion of your website or other webpage, within social media posts, as a portion of your header photo, within photos that accompany posts.
Advertisements
You are permitted to run advertising to promote our products, but you will not be reimbursed for expenses you incur related to such advertising, and you may not advertise or promote Cotl, courses, or any of our other properties, products, or services on any sites that: (a) Promote tobacco, sexually explicit material, violence, pirated materials, illegal activities, gambling or sites that promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, gender identity, or age; (b) contain extensive religious commentary or attempts to preach or solicit members for a particular church or faith; or (c) contain any violations of intellectual property rights or any other laws not otherwise listed here.
To clarify, you, as an Affiliate, should only be advertising or promoting your Referral Identifier from your own assets such as your website, email list, or social media channels.
Prohibited Actions
As an Affiliate, you are solely responsible for the results of your actions, as well as the actions and conduct of your employees, contractors, agents, representatives, and any other individuals or entities acting on your behalf. You are responsible for ensuring that all such parties comply with these terms, and any violations by them will be deemed a violation by you.
You agree not to purchase Cotl products or services using your own personal Referral Identifier. To clarify, you, as an affiliate, cannot register yourself as a referral.
You agree not to share your Referral Identifier on awards, promotional, or coupon websites. You, as an affiliate, should only be referring purchasers from your own assets such as your websites, email lists, or social media channels.
You agree not to engage in any conduct that is likely to or actually does impair or cause damage to the operation of Cotl, the Cotl websites, or any Cotl product or services, whether by way of a virus, corrupted file, or through use of any other software or program.
You agree not to send unsolicited emails to any party, and you agree to comply with any and all applicable laws in your jurisdiction.
You agree not to register and/or use domains with the word the word “Cotl”, any of our brand names or Trademarks (as defined below), or any variations thereof within such domains, unless previously approved by Cotl in writing.
You agree not to, directly or indirectly, make, publish, or communicate to any person or entity any disparaging, false, misleading, misrepresenting, damaging, or defamatory statements, whether oral or written, about Cotl, its business, products, services, affiliates, owners, managers, members, directors, officers, employees, contractors, agents, or representatives (the “Cotl Parties”). This restriction applies to all forms of communication, including but not limited to public statements, social media posts, reviews, or any other medium, regardless of whether the statements are made anonymously or under a pseudonym.
You agree not to bid on or otherwise attempt to acquire any rights in Cotl or any of its other properties for copyrights, service marks, or trademarks.
You agree not to promote Cotl or any of its other properties on or through any sites with inappropriate content, as determined by Cotl.
You agree not to stretch, change the color of, or in any way recreate or alter our Trademarks.
You agree not to use the word “Cotl”, any of our brand names or Trademarks, or any variations thereof, or brand logos within your social media accounts’ registered usernames, "handles" (begins with the "@" symbol), account holder names, or profile photos.
Email Communication
You agree to receive email or other electronic communications from us including but not limited to newsletters, site updates, promotion resources, and other announcements and correspondence. You agree that all electronically-sent agreements, notices, disclosures and other communications that we provide satisfy any legal requirement that such communications be in writing. You agree to be bound by any agreement reached through electronic communications in terms of the Electronic Transactions Act 2002. We accept no responsibility for the accurate receipt of any such emails and you are responsible for ensuring that your email address is not blocked or impaired in any way, including by ensuring 'white-listing' of our email address.
If you unsubscribe from receiving our emails, you acknowledge and understand that you may no longer receive information or updates from Cotl or about our products or services.
Intellectual Property
Ownership
We own and reserve all rights in and to our trade names, service marks, trademarks, logos, and other marks provided by the Cotl to Affiliate pursuant to this Agreement (collectively, “Trademarks”), our copyrights, and other intellectual property rights that may subsist in our websites, products, and services, as well as such rights that may arise from, related to, or in connection with, or be shared with or made available to you in connection with, the Affiliate Program, including text, illustrations, photographs, video, music, sounds, layout, designs, or source code, belonging to Cotl or to our licensors ("Intellectual Property"). You must not use, copy, modify, adapt, reproduce, store, distribute, print, display, perform, or publish any of our Intellectual Property except as expressly provided in this Agreement.
Subject to the terms of this Agreement, Affiliate may use the Trademarks solely in connection with its participation in the Affiliate Program. All goodwill arising from Affiliate’s use of the Trademarks inures to the benefit of Cotl. Affiliate may use the Trademarks and any Referral Identifiers on its websites, emails, and other promotional materials released pursuant to this Agreement. Affiliate may not establish any domain names, URLs, or other intellectual property on behalf of Cotl without Cotl’s prior written consent.
Nothing contained herein shall be construed to grant Affiliate any title or ownership interest in or to Cotl Intellectual Property, Trademarks, and Affiliate makes no claim of title or ownership interest in and/or to the Calendars or Trademarks. Affiliate agrees not to use, register, nor attempt to register any mark which may be confusingly similar to the Trademarks in any jurisdiction.
To the extent that Affiliate’s performance of the Services results in Cotl delivering to Affiliate any products, materials, tangible or intangible inventions, know-how, trade secrets, works of authorship, content, software (source and object code), designs, formulas and other intellectual property (collectively, “Technology”) of Cotl or any third party, such Technology shall remain the property of Cotl (or the applicable third party) and shall be considered Cotl Intellectual Property under this Agreement.
Modification and Display of Intellectual Property
You are not permitted to make any changes to any of our Intellectual Property including without limitation the logos and images from Cotl, or any of our other properties, without our prior written consent. You must not display such items in any way that might be deemed distasteful or that defames or misrepresents any Cotl Party or the Affiliate Program.
Use of IP
You may use the particular logos and images to which Cotl or any of our other properties grants you access within an "affiliate resource" section of our website or the affiliate platform or related communications for purposes related to your participation in the Affiliate Program only.
You may NOT:
Download our videos and/or re-post them on YouTube, other video-sharing sites, or anywhere else.
Download our Word documents, PDFs, or other materials and/or distribute them anywhere.
Use any content, testimonials, or screenshots from Cotl or our products or services.
Brand name
You are not permitted to purchase, bid on, or otherwise attempt to acquire any "Cotl brand name keywords" with respect to Internet search engines; create or use any Facebook pages with "Cotl" in the brand name or URL; or register or use domains that include the wording "Cotl" or any similar wording. Cotl brand name keywords or similar wording includes "Cotl" and any misspelling or variation of "Cotl" including without limitation "Coddle," "Codl," "COTL," etc.
Representations, Guarantees, and Disclaimers
By Affiliate
Affiliate represents to Cotl that Affiliate has the knowledge and skills required to undertake all services anticipated under this Agreement. Affiliate represents and warrants that Affiliate’s performance of all terms under this Agreement will not result in a breach of any duty owed by Affiliate to another, under contract or otherwise, or violate any confidence owed to another party. Affiliate agrees not to disclose to Cotl or induce Cotl to use any confidential or proprietary information belonging to any third party.
Warranties
While we endeavor to ensure that our website content is free from errors, we do not give any warranty or other assurance as to the accuracy, completeness, timeliness, or fitness for any particular purpose of the material appearing on Cotl or any of our other website properties beyond reasonable efforts to maintain the site. To the maximum extent permitted by law, we provide our websites and related information and services on an "as is" basis without any warranties, representations, or guarantees of any kind (whether express, implied, statutory, or otherwise) including but not limited to warranties of noninfringement, merchantability, or fitness for a particular purpose.
No guarantee regarding your income
We make no income/financial claims, nor guarantee of any kind regarding the potential income that can be generated through your participation in the Affiliate Program.
Consumer Guarantees
If you are using our services for business purposes, you agree that the guarantees provided or any comparable consumer protection legislation shall not apply to separately purchased services.
Availability
Your use of our website and any associated services may sometimes be subject to interruption or delay. Due to the nature of the Internet and electronic communications, we and our service providers do not make any warranty that our websites or any associated services will be error free, without interruption or delay, or free from defects in design. We will not be liable to you should our websites or the services supplied through our websites become unavailable, interrupted, or delayed for any reason.
Malicious code
Although we endeavor to prevent the introduction of viruses or other malicious code (together, "malicious code") to our websites, we do not guarantee or warrant that our websites, or any data available therein, do not contain malicious code. We will not be liable for any damages or harm attributable to malicious code. You are responsible for ensuring that the process you employ for accessing our websites does not expose your computer system to the risk of interference or damage from malicious code.
Security
Although we endeavor to protect the security of your contact information, you acknowledge the risk of unauthorized access to (or alteration of) your transmissions or data or of the information contained on your computer system or on our websites. We do not accept responsibility or liability of any nature for any losses you may sustain as a result of such unauthorized access or alteration. All information transmitted to or from you is transmitted at your own risk, and you assume all responsibility and risks arising in relation to your use of this website and the Internet. We do not accept responsibility for any interference or damage to your own computer system which may arise in connection with your accessing of our websites or any outbound hyperlinks.
LIMITATION OF LIABILITY
To the fullest extent legally permitted, in no event shall Cotl, the Cotl Parties, or our affiliates, distributors, licensors, agents, or any of our or their directors, employees, or agents be liable as a result of your use of our websites, products, or services, or participation in the Affiliate Program for direct, indirect, special, incidental, punitive or consequential damages, losses or expenses, including without limitation loss resulting from business disruption, loss of data, lost profits, lost goodwill, or damage to systems or data howsoever arising including without limitation through an action in contract, tort (including negligence) or otherwise, even if we, any Cotl Party, or our affiliates, distributors, licensors, or agents, or any of our or their directors, employees, or agents have been advised of the possibility of such damages.
INDEMNIFICATION
Affiliate shall defend, indemnify, defend, and hold harmless the Cotl Parties and each of their respective officers, directors, employees, contractors, agents, and other representatives from and against any and all third party claims, demands, lawsuits, damages, liabilities, expenses (including reasonable attorneys' fees and court costs), judgments, settlements, and penalties of every kind arising from or related to (i) Affiliate’s actions inconsistent with the limited authority granted hereunder, (ii) injuries (including death) to persons or damage to tangible property, including theft, arising out of or related to the negligence or willful misconduct of Affiliate or those persons acting on behalf of Affiliate, including its agents, employees, or subcontractors, (iii) any breach of Affiliate’s representations or obligations under this agreement; and (iv) any failure of Affiliate to comply with applicable laws.
Term and Termination
Term
This Agreement is effective immediately upon Cotl’s acceptance of our application to become an Affiliate and shall continue until terminated as described in this section.
Termination
Both parties to this Agreement reserve the right to terminate this Agreement without notice at any time and for any reason. In the event of termination of this Agreement, all outstanding Commissions due for “active” sales shall be payable to Affiliate on the 15th day after termination. In the event of a chargeback, all monies will be invoiced to affiliate. All confidentiality, non-circumvention, and non-disclosure agreements survive the termination of the Affiliate relationship.
In the event we terminate this Agreement due to an Affiliate’s breach of any term or condition of this Agreement, the Affiliate shall not be entitled to any outstanding Commission payments.
If you as the Affiliate have no clicks to or uses of your Referral Identifier(s) within a 12-month calendar period, you will be automatically terminated as an Affiliate without need for any additional action, consent, or acknowledgment by either party. All other conditions listed in these Terms will apply.
If you are terminated, you are no longer eligible for any previous commission tiers you previously enjoyed. You will have to apply to become an Affiliate again and may only enjoy the current affiliate program terms and tiers.
Suspension
Cotl reserves the right to suspend or terminate your Affiliate account immediately and without notice if we deem, in our discretion, that you breached any provision of this Agreement. Upon suspension or termination, you will forfeit any unpaid commissions, and Cotl may require you to return or repay any commissions previously paid following the date of the breach. Cotl also reserves the right to take any further legal or remedial actions necessary to enforce the terms of this Agreement. If your account is suspended or terminated, you must immediately cease all promotional activities related to Cotl’s products and services and refrain from using any materials, trademarks, or other assets provided by Cotl.
Non-Solicitation and Non-Circumvention
You agree that, during the Term and for twelve months after the termination of this Agreement, you will not, directly or indirectly, without Cotl’s express written consent: (a) request, induce, or solicit any customers, prospective customers, or suppliers of Cotl to curtail or cancel their business with Cotl, to do business within the scope of Cotl’s business, or to purchase products or services that are competitive with products or services offered by Cotl; (b) use Cotl’s Confidential Information to establish, promote, market, sell, or otherwise participate in any business, product, or service; (c) promote a competitive product as an affiliate without obtaining our prior written consent; or (d) provide products or services that are competitive with Cotl’s current or anticipated products or services. If any restriction set forth in this section is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities, or geographic area as to which such court shall determine it to be enforceable. This includes, but is not limited to, creating, advising, or assisting any entity that offers similar products or services. Cotl reserves the right to determine, in its sole discretion, whether a business, product, or service is competitive and to enforce the restrictions herein accordingly.
Confidentiality
You acknowledge that, as an Affiliate of Cotl, you may receive access to confidential, proprietary, or otherwise non-public information related to Cotl, its business operations, strategies, financials, customers, prospective customers, products, services, technologies, marketing plans, or any other information designated as confidential, provided by Cotl to you in connection with the Affiliate Program, or that a reasonable person would understand to be confidential based on its nature and the circumstances of disclosure (“Confidential Information”). Confidential Information includes Cotl’s Intellectual Property and any Technology.
Affiliate will employ the same degree of care to protect the confidentiality of the Cotl Confidential Information as it uses to protect its own Confidential Information of a similar nature, but in no event less than a reasonable degree of care. Affiliate will restrict the release, access, and use of Confidential Information to those of its Affiliates, employees, officers, directors, consultants, and agents solely as necessary to perform its obligations under this Agreement, provided such Affiliates, employees, officers, directors, consultants and agents are subject to written agreements which contain confidentiality obligations at least as strict as those set forth herein. Affiliate is and remains responsible for any breaches of confidentiality by its Affiliates, employees, officers, directors, consultants, and agents.
All Confidential Information is provided “AS IS” without any representation or warranty, either express or implied, as to accuracy or completeness.
This obligation of confidentiality will survive the termination of your participation in the Affiliate Program. Upon termination or upon Cotl’s request, you must promptly return or destroy any Confidential Information in your possession. Cotl reserves the right to seek injunctive relief or other legal remedies in the event of any actual or threatened breach of this confidentiality obligation.
Miscellaneous
CLASS ACTION WAIVER
YOU AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF, IN CONNETION WITH, OR RELATING TO THIS AGREEMENT OR YOUR PARTICIPATION IN COTL’S AFFILIATE PROGRAM WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. YOU EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION IN CONNECTION WITH ANY SUCH DISPUTE. YOU FURTHER AGREE THAT ANY DISPUTE WILL NOT BE CONSOLIDATED WITH THE CLAIMS OF ANY OTHER PERSON OR ENTITY.
BINDING ARBITRATION
ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR PARTICIPATION IN COTL’S AFFILIATE PROGRAM, OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING ARBITRATION. THE ARBITRATION SHALL BE CONDUCTED IN RALEIGH, NORTH CAROLINA, OR IN ANY OTHER CITY DEEMED APPROPRIATE BY COTL IN ITS SOLE DISCRETION, UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION (AAA) OR ANOTHER MUTUALLY AGREED-UPON ARBITRATION BODY. THE ARBITRATION SHALL BE CONDUCTED BY A SINGLE ARBITRATOR, AND THE DECISION OF THE ARBITRATOR SHALL BE FINAL AND BINDING ON THE PARTIES. EACH PARTY SHALL BEAR ITS OWN COSTS AND EXPENSES, INCLUDING ATTORNEY’S FEES, UNLESS OTHERWISE AWARDED BY THE ARBITRATOR. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
Notices
Any notices provided under this Agreement shall be deemed given three (3) days after sent by a national overnight delivery service or express mail, immediately after personal delivery, and immediately if delivered via e-mail (with confirmation of receipt). Notice may be given to Cotl by email at affiliates@cotl.pet and to you using the physical or e-mail addresses you provide in your affiliate portal account. Notwithstanding the foregoing, Cotl may also provide you with notice under this Agreement through any means available through the affiliate portal, and such notice shall be deemed delivered when sent.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles. Any disputes arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in Raleigh, North Carolina, and you hereby consent to the personal jurisdiction and venue of such courts.
Waiver
No waiver of any right or remedy with respect to any occurrence or event shall be deemed a waiver of such right or remedy with respect to such occurrence or event in the future. No waiver of any of Affiliate’s obligations hereunder shall be effective unless in writing and signed by Cotl.
Amendments
We reserve the right to amend this Agreement for any reason from time to time. You are bound by any changes made to this Agreement, and your acceptance of any income through or due to the Affiliate Program will be regarded as acceptance by you of any changes to this Agreement. You may not amend or modify this Agreement without our prior written approval.
Assignment
Neither party may transfer or assign this Agreement, in whole or in part, or delegate any of its obligations or duties hereunder to a third party without the prior written consent of the other party, except that Cotl may assign this Agreement without any Affiliate’s consent in connection with a merger, acquisition, sale of substantially all of its assets, reorganization, or other change of control. Any assignment in violation of the foregoing shall be void. This Agreement shall inure to the benefit of the parties, their successors, and permitted assigns.
Feedback
Any feedback, suggestions, ideas, or recommendations (“Feedback”) that you provide to Cotl regarding Cotl’s products, services, or affiliate program shall be the exclusive property of Cotl. You hereby assign to Cotl all right, title, and interest in and to such Feedback, including any intellectual property rights therein, without receipt or expectation of any addition compensation for such Feedback other than the consideration received for your participation in the Affiliate Program. You agree that any Feedback you provide will be considered Cotl’s Confidential Information and shall be subject to the confidentiality obligations outlined in this Agreement. Cotl may use such Feedback for any purpose, without obligation or compensation to you, and you waive any right to review or approve the use of such Feedback..
Top Affiliates
From time to time, we may enter into special agreements with certain 'top' Affiliates. Such special arrangements may include but are not limited to special discounted rates or bonus packages. Our entry into a special arrangement with any Affiliate is at our sole discretion and we reserve the right to determine whether any Affiliate will be offered the opportunity to enter into such a special arrangement.
Severability, Headings, and Merger
Headings are inserted for convenience and shall not affect the construction of this Agreement. The singular includes the plural and vice versa. If any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law to the greatest extent possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect. If any provision in this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions in this Agreement will remain in full force and effect. This Agreement supersedes any existing communications or Agreements and is the full extent of the agreement between the parties with respect to an affiliate relationship.
Advertisements
We do not necessarily endorse or recommend any of the goods or services advertised on or through our websites. We do not necessarily endorse or recommend any affiliates using our services.
Third-Party Websites
Our websites provide links and pointers to Internet sites maintained by third parties. Such linked sites are not under our control and we are not responsible for the contents (including the accuracy, legality or decency) of any linked site or any material contained in a linked site. We will not be liable for any damages or loss arising in any way out of or in connection with or incidental to any information or third party service provided by any third party.
All rights reserved
All rights not expressly granted in this Agreement are reserved by us.