Purina Shelter and Rescue Champions Partner Program
By selecting the “I accept the Terms & Conditions and Contract on behalf of my Organization” button, you are signing this Agreement electronically and consenting to be legally bound by its terms and conditions. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. You also represent that you are authorized to enter into this Agreement on behalf of the Organization as indicated on the application (hereinafter, “Organization”) and that such ORGANIZATION will be bound by the terms of this Agreement.
This agreement and the Terms and Conditions, which are attached hereto and are incorporated herein by reference, (collectively, the “Agreement”) sets forth below the agreement between Nestle Purina PetCare Company (“Purina”) and ORGANIZATION with respect to your participation in the Program.
1. Participation by ORGANIZATION in the Program: ORGANIZATION agrees to participate in the Program as outlined herein and agrees to be bound by the Terms and Conditions attached hereto.
2. Term: This agreement commences when ORGANIZATION starts using the services and will continue until modified or terminated by Purina (“Term”).
3. Pet Products Discount by Purina: During the Term of this Agreement, Purina shall provide the opportunity to purchase certain discounted Purina® brand dog and cat food to ORGANIZATION as set forth in greater detail below (the “Pet Products Discount”).
4. Reporting and Compliance: ORGANIZATION shall submit adoption and intake statistics by the 10th of each month for the prior month (or the applicable portion thereof if Purina was not the provider of pet food for the entire month) (the “Adoption Statistics”), and requested pet food quantities under this Agreement will then be compared to the Adoption and intake Statistics. Purina may require ORGANIZATION to explain any resulting variances to Purina’s reasonable satisfaction. ORGANIZATION shall provide to Purina certain information in an electronic format which shall include, but not be limited to, the following: (a) monthly intake of companion animals; (b) monthly adoption numbers
5. ORGANIZATION’s Promotion Obligations:
a. ORGANIZATION will provide verbal recommendations to adopters to continue to feed Purina products at point of adoption.
b. ORGANIZATION agrees to provide each adopter with an adopter recommendation, provided by Purina, which may include Purina product samples and/or other promotional material.
c. ORGANIZATION agrees to recommend Purina nutrition to adopters and ask adopter if they wish to receive further communications from Purina. For those adopters that agree, ORGANIZATION will send Purina that adopter’s contact information on a biweekly basis.”
d. ORGANIZATION will provide a link from ORGANIZATION’s adoption page on its website to Purina and Petfinder website(s) (at no cost to Purina).
e. ORGANIZATION will include Purina branding and a positive reference to the Purina brand or its products at the ORGANIZATION’S physical location and in ORGANIZATION’s newsletters or similar publications, including social media.
TERMS AND CONDITIONS OF
PURINA ORGANIZATION PARTNER PROGRAM AGREEMENT
1. Purina Promotion or Other Use of ORGANIZATION Logo and Marks:
1.1 Purina may promote itself as a sponsor and provider of Purina brand pet food to ORGANIZATION utilizing the ORGANIZATION Marks as defined in Section 2.2 below, subject to review and written approval by ORGANIZATION, which such approval shall not be unreasonably withheld.
2. Use of Trademarks; Intellectual Property:
2.1 Purina hereby grants to ORGANIZATION, during the Term, the right to use and/or display Purina’s logo(s), brand name(s), trademark(s), logotype(s) and/or design(s) as provided by Purina (hereinafter “Purina Marks”) to ORGANIZATION during the Term solely for the purpose of fulfilling its obligations as outlined in this Agreement. ORGANIZATION acknowledges that such Purina Marks are and shall remain the sole and exclusive property of Purina and that this Agreement in no way confers upon ORGANIZATION any rights or interest whatsoever in such Purina Marks or the use/display thereof. All uses of the Purina Marks shall be subject to Purina’s prior written approval. All use of Purina Marks by ORGANIZATION shall inure to the benefit of Purina.
2.2 ORGANIZATION hereby grants to Purina, during the Term, a non-exclusive right to use and/or display the ORGANIZATION’s logo, name, trademarks, logotypes and/or designs (hereinafter “ORGANIZATION Marks”) for the purpose of fulfilling its obligations as outlined in this Agreement including, advertising and promoting the relationship to the trade and the general consuming public. Purina acknowledges that use and/or display of any ORGANIZATION Marks in no way confers upon Purina any right or interest in or to such ORGANIZATION Marks or the use of them. Such ORGANIZATION Marks are and shall remain the sole and exclusive property of ORGANIZATION.
3. Termination:
3.1 Purina can discontinue the program at any time without notice, or exclude ORGANIZATION from participating in the program.
4. Indemnification:
4.1 ORGANIZATION hereby agrees to indemnify, defend and hold harmless Purina, its affiliated entities and their respective officers, directors, employees and agents from and against any and all losses, damages, claims, liabilities, injuries, actions, causes of action and costs, including reasonable attorneys’ fees and expenses, arising out of the ORGANIZATION’s performance or non-performance hereunder, any negligent or willful act or omission by ORGANIZATION or its employees, agents, contractors or representatives or any breach of warranty, commitment, covenant or representation by ORGANIZATION herein. The termination of this Agreement shall not affect the continuing obligation of the ORGANIZATION as indemnitor.
4.2 Purina hereby agrees to indemnify, defend and hold harmless ORGANIZATION, its affiliated entities and their respective officers, directors, employees and agents from and against any and all losses, damages, claims, liabilities, injuries, actions, causes of action and costs, including reasonable attorneys’ fees and expenses, arising out of Purina’s performance or non-performance hereunder, any negligent or willful act or omission by Purina or its employees, agents, contractors or representatives or any breach of warranty, commitment, covenant or representation by Purina herein. The termination of this Agreement shall not affect the continuing obligation of Purina as indemnitor.
5. Purina’s Participation:
5.1 It is understood and agreed that Purina’s participation in this Agreement is limited to promotional and product support only and that Purina does not assume any responsibility for the selection, screening, and placement of animals or other activities of ORGANIZATION.
6. Representations and Warranties:
6.1 Each party hereby represents and warrants that it is free and has full right to enter into this Agreement, to perform all of the obligations hereunder, and to grant all rights hereunder on the terms and conditions contained herein. Each party further warrants and represents that the execution, delivery and performance of this Agreement will not violate or conflict with any contractual restriction(s) and/or agreement(s) binding upon or affecting such party.
6.2 ORGANIZATION warrants and represents that its performance of this Agreement will comply with all applicable federal, state, local laws, rules, regulations and ordinances in effect including, without limitation federal, state and local laws and guidelines governing charitable organizations and disclosure of Purina as a sponsor of ORGANIZATION. ORGANIZATION shall be solely responsible for adhering to all applicable state registration requirements, filings and record keeping as may be required under charitable solicitation and/or registration or other similar laws by the state(s) in which the ORGANIZATION is located and any other states where services will be performed under this Agreement.
7. Equal Employment:
7.1 ORGANIZATION is aware that Purina is a federal contractor. Consequently, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws..
8. Notices:
8.1 All notices and other communications regarding this Agreement shall be sent to the following address (or such other address as the Party may specify in writing in accordance with these procedures):
If to Purina: If to ORGANIZATION:
Nestlé Purina PetCare Company ORGANIZATION’s address as listed on the application
Checkerboard Square
St. Louis, Missouri, 63164
Attention: Jessica Arnold
8.2 All written notices required or permitted to be given under the terms of this Agreement shall be deemed duly delivered upon receipt if (i) delivered in person; (ii) sent by reputable courier services with confirmation of delivery; or (iii) sent certified mail, return receipt requested to the above address. Notwithstanding the foregoing, payments, reports, and other routine communications may be sent by regular or electronic mail.
9. Miscellaneous:
9.1 Each party to this Agreement shall be deemed an independent contractor. No provision of this Agreement or any act of the parties pursuant to this Agreement shall be construed to express or imply a joint venture, partnership, or relationship other than that specified in this Agreement. No employee, agent or other representative of either party shall at any time be deemed to be under the control or authority of the other party, or under the joint control of both parties. Each party shall be fully liable for all Workers’ Compensation premiums and liability and federal, state and local withholding taxes or charges with respect to its respective employees, and each agrees to save the other harmless from any claims brought against the other in respect thereto.
9.2 Neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.
9.3 The failure of either party to insist on the strict performance of any terms, covenants and conditions of this Agreement at any time, or in any one or more instances, or its failure to take advantage of any of its rights hereunder, or any course of conduct or dealing, shall not be construed as a waiver or relinquishment of any such rights or conditions at any future time and shall in no way effect the continuance in full force and effect of all provisions of this Agreement.
9.4 Headings of the sections hereof are inserted for convenience only and shall not constitute a part of this Agreement.
9.5 This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, notwithstanding conflict of laws principles.
9.6 Should any provision of this Agreement be invalid, ineffective, or unenforceable, under present or future laws, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
9.7 This Agreement constitutes the entire agreement between parties hereto and supersedes all prior and contemporaneous agreements and undertakings of the parties pertaining to the subject matter hereof.
9.8 Purina reserves the right to change any of the terms and conditions contained in this Agreement at any time and in its sole discretion. Any changes will be effective upon the earlier to occur of: (a) delivering the revised terms and conditions, or notice of such changes, to you as provided in the notice provision; or (b) posting the revised terms, conditions on www.purinashelterchampions.com. You are responsible for reviewing any revised terms, conditions, policies, guidelines, and information, and any notices of revisions. YOUR CONTINUED USE OF THE PET PRODUCTS DISCOUNT FOLLOWING OUR DELIVERY OR POSTING OF ANY REVISED TERMS, CONDITIONS, OR PROGRAM POLICIES, OR ANY NOTICE OF ANY SUCH REVISIONS, WILL CONSTITUTE YOUR ACCEPTANCE OF THE REVISIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT OR THE PROGRAM POLICIES, YOU MUST STOP ORDERING PURINA PRODUCTS USING THE PET PRODUCTS DISCOUNT, AND GIVE US WRITTEN NOTICE.