Supplemental to the Website Terms and Conditions of Use for PETMD, which may be accessed here: http://www.petmd.com/legal/terms-and-conditions.
1. THIS IS AN AGREEMENT BETWEEN YOU AND PETMD, INC. (“PETMD”)
This is an agreement ("Agreement") between you and PETMD, INC. ("PETMD"). This Agreement governs your use of PETMD Widgets, electronic advertising by or through the use of any Web site or Web page operated by PETMD, and any other electronic advertising arrangement that you contracted for in your Insertion Order (collectively referred to as the “Advertising Materials”). You represent that you are at least 18 years of age and have attained the age of majority in the province, state or country in which you reside, and any information that you submit is accurate. You hereby warrant and represent that you have obtained all authorizations and other applicable consents required empowering you to enter into this Agreement and the Insertion Order on behalf of yourself or your company.
PETMD OFFERS THE ADVERTISING MATERIALS TO YOU CONDITIONED ON YOUR ACCEPTANCE WITHOUT MODIFICATION OF THIS AGREEMENT AND THE INSERTION ORDER. YOUR USE OF THE ADVERTISING MATERIALS CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AND THE TERMS CONTAINED IN THE INSERTION ORDER. THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIABILITY; AND AN EXCLUSIVE REMEDY. THESE PROVISIONS FORM AN ESSENTIAL BASIS OF OUR BARGAIN.
2. HOW PETMD MAY MODIFY THIS AGREEMENT
Except for placement, pricing, and payment terms contained in your Insertion Order, PETMD reserves the right to change the terms, conditions, and notices under which it offers the Advertising Materials at anytime. You are responsible for regularly reviewing these terms, conditions and notices, and any additional terms posted on any PETMD Web Site (“Website”). Your continued use of the Advertising Materials after the effective date of such changes constitutes your acceptance of and agreement to such changes.
3. INSERTION ORDERS
This Agreement, when incorporated into an Insertion Order, represents the entire Agreement between the parties. Each Insertion Order will specify: 1. the type(s) and amount(s) of the Advertising Materials, 2. the price(s) for such Advertising Materials and invoice frequency, 3. the campaign type, 4. the start and end date of the campaign, 5. the identity of and contact information for the PETMD Account Manager, the Publisher’s Information, and the billing party’s contact information, and 6. the ad/unit size(s). Other items that may be included in the Insertion Order are, but not limited to, reporting requirements, any special advertisement delivery schedule, impression, clicks, or other desired actions, placement of the Advertising Materials, and other agreed upon specifications. Any modifications to the Insertion Order will not be binding unless approved in writing by PETMD. If there is a conflict or inconsistency between this Agreement and the Insertion Order, the terms of the Insertion Order will prevail.
4. GRANT OF LIMITED LICENSE - WIDGET
Under the terms herein set forth, PETMD grants you a limited, revocable, non-transferable, non-sub licensable, royalty free, non-exclusive license, solely to use and display our Widget on your website ("Site") and obtain Content through our Widget (“Widget”). You do not own our Widget and the limited license and right to use our Widget does not transfer or modify our ownership or any other interests we may have in the Widget. The limited license does not include any right to use or display our name or any of our trademarks or service marks or other Content without our express written permission. When you download, install, use, or display our Widget, you are also agreeing to download, install, use, and display all upgrades, enhancements, new or updated released versions, modifications, updates, and revisions of the Widget, including its associated software and code (“Updates”). If your security and configuration settings allow us and we choose to do so, you are also consenting, allowing, and authorizing us to download and install these Updates automatically. Widgets may be used only with those technology platforms from which a functional link is made available that, when accessed, takes the users web browser directly to the display of the full Content on our Website. You may not display the Widget in a manner that does not permit successful linking or redirection to or the delivery of the applicable Website, web page or Content within our Website. You may not insert any intermediate or splash page or any material between our Widget link and Website. You acknowledge and agree we may use data capture, syndication analysis, and other similar tools to track, extract, compile, aggregate, and analyze any data or information resulting from the use and/or display of our Widget and applicable Content.
Any other uses of our Widget, including without limitation the incorporation of advertising into, or the placement of advertising associated with or targeted toward our Widget or the Widget content, are strictly prohibited, except wherein provided and specifically authorized in writing by PETMD. You must use our Widget in accordance with the terms and conditions of this Agreement and the Insertion Order.
5. WIDGET RESTRICTIONS
You shall not rent, lease, timeshare, license, distribute, sublicense or otherwise transfer any Widget, make copies of any Widget, except solely as necessary to install and use such Widget in accordance with this Agreement. You shall not modify, unlock, alter, change, edit, reverse engineer, embed, decompile or disassemble the Widget, incorporate the Widget into any product or service, remove, alter or obscure any copyright, trademark, trade name or other proprietary notices, legends, symbols or labels that appear in the Widget, supplement, reformat, transform or create derivative works, compilations, summaries or extractions of our Widget or any Content available through the use of our Widget, including, without limitation, links embedded in the Widget or Content.
6. NO UNLAWFUL OR HARMFUL USE OF THE ADVERTISING MATERIALS
i. violence, hatred or offensive speech, conduct or behavior, discrimination or exploitation of or against any person or groups of persons, or animals;
ii. illegal conduct whether civil or criminal or, in our sole determination and judgment, is inappropriate or inconsistent with our image, goodwill and/or brand names, and reputation;
iii. any misleading, pornographic, defamatory, illegal or otherwise actionable content; or
iv. any actual or potential threat to the health, safety or security of persons, animals, or property;
v. any conduct that defames, abuses, harasses, or violates the legal rights of others, including without limitation others’ privacy rights or rights of publicity; and
vi. any conduct which harvests, mines or collects personally identifiable information about other users or visitors to our Website.
Except as agreed to in your Insertion Order, you may not, directly or indirectly, charge a fee, require compensation or other consideration for accessing our Advertising Materials or our Content, or in any way attempt to commercialize or commercially exploit our Advertising Materials or Content, whether by resale, redistribution, syndication, lease, license, sublicense or otherwise, nor transfer any Advertising Materials to any third party, nor attempt to determine any source code, protocols, or other trade secrets in the Advertising Materials.
You also agree that you will use your best efforts to prevent your employees and contractors from violating any provision of this Agreement or the Insertion Order.