Affiliate Agreement

This Affiliate Agreement ("Agreement") between your organization and Alto of South Florida, Inc. ("Alto") contains the complete terms and conditions that apply to your participation as a participating charitable organization ("Affiliate") in the company fundraising programs. Your signature below, as an authorized agent for the affiliate indicates that you have read the terms and conditions of this agreement and you agree to abide by said terms and conditions.

Privacy Policy -Alto respects the privacy of its customers and Affiliates and promises not to disclose personal or business information to third parties. Alto will not sell any collected name, E-mail address, phone number, fax number or any other personal information to anyone else. Alto considers this information to be private, and it will remain as such, unless you otherwise instruct us to do so. If you have any questions about your privacy rights, or would like further information regarding the confidentiality of your interactions with Alto, contact us at shelters@thepupcrawl.com.

Term of the Agreement - Alto or the Affiliate may terminate this agreement by providing written notice to the other party, with or without cause. Affiliate earns donations on orders occurring during the term of the agreement. As an Affiliate, you must ensure that your site and/or organization do not:

1. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
2. Incorporate any materials that infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
3. Is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to Alto in its sole discretion.
4. Contain software downloads that potentially enable diversions of donations from other affiliates in our program. Utilizes Pop-Up, Pop-Under, or automatic redirects to link to our site. Any method that automatically redirects the Customer to Alto’s website by execution of an affiliate link not provided by Alto is in violation of the Affiliate Program Agreement.
5. Send out any emails, directly or indirectly, that advertise or promote Alto, it products, services, web sites or Offers without Alto’s prior express written consent and Alto’s approval of email content in each and every instance. Affiliate emails must comply with the CAN-SPAM Act of 2003 and any comparable laws that apply to the transmission of Affiliate’s emails. Affiliate shall only send an email or other form of electronic message or advertisement containing Alto’s name, product or service, web site address, metatag or any other type of identifier to any recipient if the recipient has directly consented to receive such communication from Affiliate or Affiliate has a pre-existing business relationship with the recipient. In addition, Affiliate agrees to provide a recipient of such communication with the ability to opt out of further communications from Affiliate either by calling a toll free number or by sending an unsubscribe email to Affiliate.

Promotion and Links - Once you have been notified that your portal has been established with Alto, you may provide on your site, one or more Link(s) to the Alto’s Affiliate Web Portal Address provided, as you deem appropriate. Emails, websites, banner ads, community forums, social network sites, as well as traditional marketing distribution methods may be used to promote the affiliate portal. You must ensure that each of the links between your site and Alto properly utilizes this special link format given by Alto in order to ensure proper tracking of affiliate-referred sales. You will earn donations with respect to sales activity on our retail partner site occurring directly through the portal provided by Alto. Alto will not be liable to you with respect to any failure by you to use these links as prescribed, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this agreement.

Order Processing- Alto will process product orders placed by customers who follow links from your site to our site. Alto reserves the right to reject orders that do not comply with ordering requirements established by Alto. Alto will be responsible for all aspects of order processing and fulfillment. Alto will prepare order forms, process payments, cancellations, returns and handle all related customer service issues.

Donation Schedule- Alto will donate to Affiliate the amount of $3.00 on sales of all leashes sold to customers who follow links from Affiliate’s sit to Alto’s site. Donations will be paid by the 15th of each month for the prior month’s sales. Payments will be made payable and sent via first class mail to the Affiliate’s name and address provided on this agreement.

1.       Website: Affiliate will be solely responsible for the development, operation, and maintenance of Affiliate’s organization’s website and for all materials that appear on your site. Such responsibilities include, but are not limited to, the technical operation of your site and all related equipment; ensuring that materials posted on your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. Alto disclaims all liability for all such matters. Further, you will indemnify and hold Alto harmless from all claims, damages, and expenses (including but not limited to, attorneys' fees) relating to the development, operation, maintenance, and contents of Affiliate’s site.

2.       Promotion: This program is designed to be mutually beneficial to the Affiliate and Alto. Alto produces investment of time, resources and materials in good faith. Affiliate agrees to use the materials provided or other approved materials to promote the program to the Affiliate’s supporters and benefactors, including, but not limited to email distribution and banner ad placement on Affiliate’s website. Failure to use supplied or approved marketing materials may result in termination of the program.

Representations.

1. Each party represents to the other that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby.

2. Affiliate represents that: (a) the contents of its website do not (i) infringe on Alto’s or any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) contain defamatory or libelous material; (iv) contain lewd, pornographic or obscene material; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, Trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines; and (b) that Affiliate has and complies with a privacy policy that is prominently displayed on its website and in conformity with applicable privacy laws.

3.       EXCEPT FOR THE ABOVE REPRESENTATIONS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

4.       Affiliate hereby represents that Affiliate is a non-profit organization as defined by the Internal Revenue Code.

Limitation of Liability- Alto 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 Alto has been advised of the possibility of such damages. Further, Alto’s aggregate liability arising with respect to this agreement and the program will not exceed the total donations paid or payable to the Affiliate under this agreement.

Relationship of Parties- This Agreement does not create any partnership, joint venture, agency, franchise, sales representation, or employment relationship between the Affiliate and Alto. Affiliate has no authority to make or accept any offers or representations on behalf of Alto. Affiliate shall not make any claims that reasonably would contradict anything in this agreement.

Indemnification - Affiliate hereby agrees to indemnify and hold harmless Alto, its subsidiaries and affiliates, and their directors, officers, employees, agents, consultants, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including but not limited to attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such losses (or actions in respect thereof) arise out of or are based on (i) any claim that Alto’s use of Affiliate’s Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by Affiliate herein, or (iii)  any claim related to Affiliate’s site, including, without limitation, content therein not attributable to Alto. Further, Affiliate agrees and understands that Alto has the rights to any and all material (including, but not limited to artwork, photographs, logos) provided by Affiliate to Alto for the purpose of design, creation, production, marketing and sale of products in this program. If material provided includes a name, likeness and/or image of a person, Affiliate warrants that they have the right to use and promote the name, likeness and/or image of said person to create, produce, import, distribute, market and/or sell products, the brand of which shall be based upon the name, likeness and/or image of the material provided by Affiliate.

Disclaimers- Alto makes no warranties with respect to the program or any products sold through the program other than those specified in the terms and conditions of this agreement or Alto’s website. Alto makes no guarantee that the operation of our site will be uninterrupted or error-free. In such an instance Alto will not be liable for the consequences of any interruptions or errors.

Limited License- Alto grants Affiliate a non-exclusive, non-transferable, revocable right to access Alto’s site through the links provided to Affiliate by Alto solely in accordance with the terms of this agreement and solely in connection with such links to use our logos, trade names, trademarks, and similar identifying material relating to Alto (collectively, the "licensed material"), for the sole purpose of referring traffic on Affiliate’s site to Alto’s website. Affiliate may not alter, modify, or change the licensed materials in any way. Affiliate is only entitled to use the licensed materials to the extent that Affiliate is a member in good standing of the Affiliate Program. Affiliate shall not create, publish, distribute, or permit any written or broadcast any spoken material that makes reference to Alto without first submitting such material to Alto and receiving Alto’s written consent.

Independent Investigation- AFFILIATE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. AFFILIATE UNDERSTANDS THAT ALTO 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 AFFILIATE’S WEBSITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Termination. This agreement shall terminate at midnight (12:00 AM EST) on December 31, 2011, at which time Alto may offer to extend this agreement by written notice. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five day’s prior written notice of such termination to the other party. In addition, Alto shall be entitled to terminate this Agreement immediately if Affiliate materially breaches or violates any terms or conditions of this Agreement, or if Alto determines, in its sole discretion, that there are technical or operational issues (e.g. interruptions caused by or shifts in online/Internet technology) that adversely affect compliance with this Agreement, or that Affiliate obtained orders/referrals fraudulently or through misrepresentation, in which case Alto reserves the right to withhold payment of donations pending an investigation of the suspected fraud or misrepresentation. However, all rights to payment, causes of action and any provisions that by their terms are intended to survive termination shall survive termination of this Agreement.

Miscellaneous -

1. This Agreement will be governed by the laws of the United States and the State of Florida, 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 Affiliate irrevocably consents to the jurisdiction of such courts.
2. Affiliate may not assign this Agreement, by operation of law or otherwise, without Alto’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns.
3. Alto’s failure to enforce the 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.
4. Notices to Alto should be directed by certified mail to: Alto of South Florida, Inc., P.O. Box 551583, Davie, FL 33355-1583.
5. This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties. Affiliate will express affirmative acceptance of this Agreement’s terms and conditions by so indicating when asked to do so on Alto’s site.
6. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
7. This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties. Affiliate will express affirmative acceptance of this Agreement’s terms and conditions by so indicating when asked to do so on Alto’s site.
8. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
9. This offer cannot be extended to shelters or rescues located in Alabama, Maine or Massachusetts.