GoodPup Shelter Terms and Conditions

Partner agrees to participate in the PetCareNow (“PCN”) Shelter support Program (the “Program”) whereby animal shelters and animal support organizations may refer dog adopters, fosters, and other of their patrons (the “Clients”) to PCN’s dog training services (“Services”) and receive a donation (“Donation”) and other support for promoting PCN’s Services. Accordingly, the Parties accept the terms and conditions as set forth in this agreement (“Agreement”).

  1. Term. The term of this Agreement shall commence on the date of form submission on the PCN website (“Effective Date”) and shall continue until the last day of the eleventh calendar month following the month of the Effective Date, unless terminated earlier pursuant to Section 6 below (the “Term”). The Agreement shall automatically renew for additional twelve-month periods unless either party notifies the other party in writing, at least 30 days prior to the last day of the Term, of its intention to terminate.

  2. Promotion. During the Term, Partner shall provide the Program promotion support as follows, which may also be amended from time to time by mutual written agreement by the Parties:
    • Partner will insert a flyer, provided by PCN, in each adoption or foster kit it sends home with Clients.
    • Partner shall cause an employee or volunteer to show the flyer to the Client, and direct them on how to use the Tracking Links to receive their dog training benefit as outlined below in Services.

PCN reserves the right to request reviews of such channels and may ask Partner to cease the use of a channel, or a specific communication, if deemed inappropriate for the Program or PCN’s brand equity. In addition, Partner agrees to not use PCN’s trademarks or brand marks in any advertising without prior written approval.

  1. Services. During the Term, PCN shall provide the following services:
    • PCN shall provide Partner with marketing collateral described above, and other tools as agreed to from time to time, to promote PCN’s Services.
    • PCN shall provide a tracking link (the “Tracking Links”) to track which Clients utilized PCN’s Services.
    • PCN shall pay Partner a $50 donation (the “Donations”) for each Client that enrolls via the Tracking Links, and makes a payment following the initial promotion offer.

  2. Donations and Payment Schedule. On or before the 5th work weekday of each calendar month, PCN shall provide Partner with an accounting of all Donations earned in the prior calendar month. Payment Terms will be 60 days after the report is provided by PCN.

  3. Expenses. The Parties are responsible for their own expenses for administering the Program, except as outlined herein.

  4. Termination. Either party may terminate this Agreement, with or without cause, on 30-day prior written notice to the other party. In the event of termination prior to the end of the Term, any Donations earned by the Partner during the Term, and due to Partner following the termination effective date, shall be paid in the monthly cycle as outlined above.

  5. Representations and Warranties. Representations and Warranties. The Parties represents and warrant that: (i) they have the full power and authority to enter into this Agreement and perform the obligations herein; (ii) the Parties will not violate the terms of any agreement with any other party by performing under this Agreement; (iii) the Parties will provide the Services under this Agreement in a professional manner, consistent with industry standards and in compliance with all applicable laws, rules and regulations.

  6. Confidentiality. The Parties agree to keep and cause their employees and contractors to keep strictly confidential the terms of this Agreement, all information, inventions, and material concerning the Program and Services, as well as any other information, trade secrets, or material of which either Party and its employees may come into possession (“Confidential Information”). Confidential Information includes, but is not limited to, information with respect to clients, staff and volunteers including, but not limited to, personally identifiable information, email addresses and any other contact information ("PII"). The Parties and their employees and contractors shall not disclose any Confidential Information, directly or indirectly, to any third party. The Parties agree not to use PII for any purpose other than to the extent necessary to provide the Program and Services described herein, and at the request of the other Party, shall return such information promptly to the requesting Party. In the event of a Party’s or its employees or contractors breach or alleged breach of this Section, that Party shall have all legal and equitable remedies available to it, including but not limited to, injunctive relief.

  7. Indemnification. PCN agrees to indemnify and hold Partner, its officers and directors, employees, affiliates and agents harmless against any liabilities, losses, damages, costs or expenses, including any attorney’s fees, arising from any third party claim, action or proceeding based upon or in any way related to the Program and Services provided by PCN hereunder. Partner agrees to indemnify and hold PCN, its officers and directors, employees, affiliates and agents harmless against any liabilities, losses, damages, costs or expenses, including any attorney’s fees, arising from any third party claim, action or proceeding based upon or in any way related to the Program and Services provided by Partner hereunder.

  8. Insurance. During the Term of this Agreement, the Parties shall procure and maintain insurance sufficient to cover its obligations hereunder, and at the other Party’s request, shall provide a certificate of insurance.

  9. Non-disparagement. Unless required to do so by law, each Party agrees not to make any verbal or written statements to any third party (including, without limitation, any client or potential client of the other party) that would, or is reasonably likely to, disparage, create a negative impression of, or in any way be harmful to the other party.

  10. Limitation of Liability. Neither party shall be liable to the other party for any punitive, exemplary, indirect, special, incidental, or consequential damages of any kind (including loss of revenue, income or profits, loss or diminution of value of assets or securities, or damages for business interruption or loss of use or data) arising out of or relating to this agreement or any breach hereof (regardless of the form of action, whether based in contract, tort (including simple negligence), strict product liability or any other legal or equitable theory), even if such party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable.

  11. Miscellaneous. Partner shall not directly or indirectly assign, transfer, sublicense or delegate any of its rights or obligations hereunder, without the prior written consent of PCN. No provision hereof may be modified, waived or discharged unless such waiver, modification or discharge shall be agreed to in writing and signed by Partner and PCN. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision hereof to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement, including any attachments or exhibits hereto, sets forth the entire understanding between the parties hereto and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not expressly set forth herein. The invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect. The laws of the Commonwealth of Massachusetts shall govern the validity, interpretation, construction and performance of this Agreement. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

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