IMPORTANT – this is a binding legal agreement. Please read carefully before applying. If you do not agree to this agreement, you may not submit an applicaion to participate in the partner/affiliate program.
This Partner Program Agreement (“Agreement”) is entered into between Real Labs, Inc., a California corporation doing business under “Real Dog Box” (“Real Dog Box”) and the individual or entity designated as the “Partner” on the [Partner Program Application Form] (“Application”) completed in connection with this Agreement (“Partner”). This Agreement is effective only upon Real Dog Box’s written acceptance of Partner’s Application (such date of acceptance is referred to as the “Effective Date”).
WHEREAS, Real Dog Box is in the business of making and delivering fresh dog treats;
WHEREAS, Real Dog Box desires to market the Real Dog Box Services to third party customers (“Customers“) and has established an partnerd network of independent contractors for the referral of Customers to Real Dog Box (the “Real Dog Box Partner Program”); and
WHEREAS, Partner desires to participate in the Real Dog Box Partner Program, in accordance with the terms and conditions of this Agreement.
In consideration of the mutual agreements and covenants herein contained, the parties hereto agree as follows:
1. REFERRAL SERVICES
As of the Effective Date (only upon written approval of Partner’s Application), Partner is authorized to market and promote the Real Dog Box Services to potential Customers (the “Referral Services”), in accordance with the terms and conditions of this Agreement. Partner agrees to perform the Referral Services in accordance with the following and subject to such other written rules and guidelines as Real Dog Box may establish for the Partner Program and publish on the Real Dog Box website from time to time:
(a) Partner shall place a hyperlink on its website, in a format approved by Real Dog Box, that when clicked on redirects the visitor to the Real Dog Box website (a “Link”).
Partner will not utilize any paid advertising mediums, including pay-per-click, network display banners, or comparison shopping engines, without submitting a written marketing plan to Real Dog Box and obtaining Real Dog Box’s written approval. Partner will not be allowed to bid on any iteration of the following keywords for the purposes of generating a Referral Fee:
Real Dog Box
Real Dog treats
Real Dog chews
Real Dog super chews
Partner agrees to provide keyword lists, ads, advertising cookies, and any other data to Real Dog Box upon request and to make any modifications requested in a timely manner.
(b) Any materials used in connection with the Referral Services will be developed and produced solely and exclusively by Real Dog Box, and no marketing, advertising or promotional materials other than those provided by Real Dog Box may be used by Partner to perform Referral Services under this Agreement without the prior written consent of Real Dog Box.
(c) Partner shall not make any promises or representations or give any warranties, guarantees or indemnities in respect of the Real Dog Box Services, except as such are contained in the then-current Real Dog Box Terms of Service or such other customer agreement as may be agreed-upon by Real Dog Box related to the Real Dog Box Services a “Customer Agreement”) or as otherwise expressly authorized by Real Dog Box in writing.
(d) Partner shall perform the Referral Services in a manner that will reflect favorably on the Real Dog Box Services and on the good name and reputation of Real Dog Box, and shall not alone or with others participate in any illegal, deceptive, misleading, or unethical practices, including but not limited to disparagement of the Real Dog Box Services or Real Dog Box. Partner further agrees to refrain from performing Referral Services using bulk email messages (also known as “spam”). Partner’s failure to abide by this Section 1(d), the CAN-SPAM Act, and all applicable laws relating to email communications, in any manner, shall be deemed a material breach of this Agreement by Partner and will result in the forfeiture of any and all rights Partner may have to any Referral Fees (as that term is defined below) and the termination of this Agreement.
(e) A Referral Fee will not be payable for any activity occurring before an Partner Program Application is formally accepted. Any previously referred or pending plans will be ineligible for a Referral Fee.
(f) Partner agrees to comply with applicable laws, regulations, and guidelines concerning advertising and marketing, including without limitation, the Federal Trade Commission (FTC) Endorsement Guides, which require disclosure of material connections between advertisers and endorsers. This means that all Partner sites (e.g., directories, review/rating websites, blogs, and other websites) and any email or collateral that provide an endorsement or assessment of Real Dog Box’s Services must prominently disclose the fact that Partner receives compensation for Referred Customers.
(g) Partner agrees to comply with all applicable data protection laws regarding the transmission of data exported to or from the United States or the country in which Partner resides, including without limitation, the General Data Protection Regulation 2016/679 (the “GDPR”). Partner agrees to promptly assist Real Dog Box in complying with any data subject rights request under the GDPR that Real Dog Box may receive from any individuals referred to Real Dog Box by Partner. Partner further agrees to promptly assist Real Dog Box in complying with any duties to cooperate with supervisory authorities under the GDPR.
2. REFERRAL FEE
(a) In consideration of Partner’s performance of Referral Services hereunder, Real Dog Box agrees to pay Partner a referral fee (“Referral Fee”) in accordance with Real Dog Box’s current partner pricing schedule, available at https://real.dog/partners, with respect to each Customer that is referred to Real Dog Box by Partner (a “Referred Customer”). For purposes of this Agreement, a Customer will be considered a Referred Customer only if:
(1) the Customer is redirected to the Real Dog Box website through the Partner’s Link and such Customer creates a new customer account with Real Dog Box and accepts the then-current Real Dog Box Customer Agreement;
Partner agrees and acknowledges that Real Dog Box’s obligation to pay Partner is contingent upon Real Dog Box receiving payment from the Referred Customer in accordance with the Customer Agreement. The Referred Customer must have at least one successful transaction with Real Dog Box at the time of payout or any Referral Fee will be forfeited. Additionally, if any Referred Customer account is determined to be fake or fraudulent by Real Dog Box in its sole discretion, the Referral Fee will be forfeited. The Referral Fee shall be partner’s sole compensation under this Agreement and partner shall have no right to receive any additional commission, license fee, expense reimbursement or other payment in connection with this Agreement. Partner’s right to receive Referral Fees is subject to and limited by the termination rights under Section 4.
Partner shall not transfer any site to another account created solely for the purpose of generating a Referral Fee. Partner shall not self-refer or refer a site to another party within an organization. Partner shall not refer sites to a member of their immediate families unless a formal business arrangement exists and the family member is a paying customer.
The Referral Fee will be paid by transfer to the email address provided with the Application. Real Dog Box will not be liable for payments made to an incorrect email address.
3. INDEPENDENT CONTRACTOR
The relationship between the parties hereunder is that of independent contractors. Nothing in this Agreement shall be construed to create an agency, employment, joint venture, or partnership relationship. Neither party shall have the right to incur any liabilities or obligations on behalf of the other party.
4. TERM & TERMINATION
The term of this Agreement shall commence as of the Effective Date and shall continue perpetually until and unless terminated pursuant to this Section 4. Real Dog Box may in its discretion terminate the Real Dog Box Partner Program or this Agreement at any time without formal notice. Partner may terminate this Agreement at any time by providing written notice to Real Dog Box and promptly returning all Real Dog Box products or materials in Partner’s possession (if any). Upon the effective date of such termination, Partner’s performance of Referral Services shall immediately cease and Real Dog Box shall have no further obligations to Partner under this Agreement. This may include the cancellation of pending or prior earned Referral Fees if Real Dog Box determines they were generated falsely or fraudulently. Sections 5(a), 6 and 7 shall survive termination of this Agreement.
5. PROPRIETARY RIGHTS
(a) The parties agree that Real Dog Box is the sole and exclusive owner of any and all right, title, and interest in, to, or under (i) the Real Dog Box Services and the Partner Program and all intellectual property rights associated therewith, and (ii) any trademark, trade name, trade dress, design, logo, name or other designation used for or in connection with Real Dog Box, the Real Dog Box Services or the Affiliation Program, and any and all variations or modifications to the foregoing that may be approved by Real Dog Box in its sole discretion (“Trademarks”).
(b) Real Dog Box grants Partner a nonexclusive, non-transferable, limited right and license during the term of this Agreement to use the Trademarks solely as necessary to perform Referral Services hereunder. Partner shall not assert any claim of ownership of, or any claim to, any goodwill or reputation associated with the Trademarks and shall not take and shall not permit any action or omission in derogation of any of the rights of Real Dog Box in the Trademarks, either during the term of this Agreement or thereafter.
(c) In the event Partner submits to Real Dog Box any ideas, materials, or other information (including, without limitation, suggestions for new or improved products or services or changes to the Partner Program) (“Ideas”), such Ideas shall thereafter be the sole and exclusive property of Real Dog Box and Partner hereby assigns to Real Dog Box all of Partners rights in and to such Ideas. Partner hereby waives its moral rights in any such Ideas.
6. LIMITATION OF LIABILITY
In no event shall Real Dog Box be liable to Partner or its officers, directors, managers, shareholders, or members for any special, indirect, incidental, or consequential damages, including but not limited to lost or anticipated revenues or profits, arising from any claim relating to this Agreement or the Real Dog Box Services, whether such claim is based on warranty, contract, tort (including negligence or strict liability) or otherwise, even if an authorized representative of Real Dog Box is advised of the possibility or likelihood of same.
Partner agrees to defend, indemnify and hold harmless Real Dog Box, its partners, and its and their directors, officers, employees, agents and assignees (the “Indemnitee”) and shall pay all losses, damages, fees, expenses or costs (including reasonable attorneys’ fees) incurred by the Indemnitee based upon any claim, demand, suit or proceeding arising out of or resulting from: (i) Partner’s participation in the Partner Program, (ii) any breach of this Agreement by Partner; (iii) any negligent or intentional acts of Partner; or (iv) any violation of laws, regulations or court orders by the Partner. Indemnitee shall have the right to approve Partner’s counsel to defend any such claims, which approval shall not be unreasonably withheld, and to approve any settlement agreement. Indemnitee also shall have the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Partner hereunder.
Any notice provided pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed given (i) if by hand delivery, upon receipt thereof; (ii) if by e-mail, upon confirmation thereof; or (iii) if by next day delivery service, upon such delivery. All notices to Real Dog Box shall be addressed as follows:
Real Dog Box
Attn: Ruby Balaram
414 S. Tulip St.
Escondido, CA 92025
All notices to Partner shall be addressed to the address provided by Partner in its Application, which address shall be updated in writing, as needed, by Partner.
This Agreement may not be modified except by amendment reduced to writing and signed by both Real Dog Box and Partner. No waiver of this Agreement shall be construed as a continuing waiver or consent to any subsequent breach thereof.
10. ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding between the parties relating to the subject matter herein and supersedes all prior discussions between the parties.
11. GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION
This Agreement will be governed by the laws of the State of California without regard for conflicts of laws principles, and any action brought in connection with this Agreement shall be brought solely and exclusively in state or federal courts located in California. The parties irrevocably consent to the sole and exclusive jurisdiction of such courts and waive any objections to venue or jurisdiction.
If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.
Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
14. ELECTRONIC CONTRACTING.
Real Dog Box and Partner desire to facilitate certain transactions pursuant to this Agreement by exchanging documents, records and signatures electronically or by utilizing electronic agents. The use of electronic facilities or agents shall be in accordance with procedures established by Real Dog Box and governed by the applicable provisions of the Uniform Electronic Transactions Act as adopted in the State of California.