AFFINITY PROGRAM AGREEMENT
THIS AGREEMENT ("Agreement") is entered into this 13th day of March, 2006 (the
"Effective Date"), by and between PetCARE Television Network, Inc., ("PetCARE
TV") a subsidiary of Medical Media Television, Inc., a Florida corporation with
its principal offices located at 0000 Xxxxxxxx Xxxx, Xxxxx X; Xxxxx, Xxxxxxx
00000, and the American Animal Hospital Association ("AAHA"), an Illinois
Corporation with its principal offices located at 00000 Xxxx Xxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxx 00000.
WHEREAS, AAHA is a non-profit professional veterinary association committed to
meeting the needs of its members and the veterinary community in general; and
WHEREAS, AAHA recommends certain providers of products and services to the
veterinary community that benefit its membership and corporate mission; and
WHEREAS, PetCARE TV is a quality organization offering veterinarians the
opportunity to promote animal welfare through unbiased educational programming;
and
WHEREAS, PetCARE TV desires to provide a specific educational programming
service to AAHA Accredited Practices; and
WHEREAS, AAHA and PetCARE TV each represent to the other that each has the full
right, power and authority to enter into this Agreement and to perform its
respective obligations hereunder.
NOW THEREFORE, in consideration of the mutual covenants and promises contained
herein, the parties hereby agree as follows:
1. Definitions
The parties agree to the following terms and definitions:
a. AAHA means American Animal Hospital Association, a non-profit 501(c)(6)
corporation. This definition excludes American Animal Hospital
Association Foundation, AAHA Services Corp., and any other entity
created or owned by or affiliated with AAHA during the term of this
Agreement.
b. AAHA Version means the Client Education DVD Magazine that has been
modified by PetCARE TV and approved by AAHA specifically for Accredited
Practices and offered through the AAHA PetCARE TV Program.
c. Accredited Practice means a Member who meets the AAHA Standards of
Accreditation(C) and who has been accredited by AAHA.
d. Client Education DVD Magazine means the monthly DVD written and
produced by PetCARE TV for use in a veterinary hospital's reception
area or exam room. The DVD contains client information on preventative
veterinary procedures and treatments; promotional messaging from
advertisers and sponsors; and public service announcements.
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e. Member means any individual or corporation engaged in the practice of
veterinary medicine who is deemed a member by AAHA.
f. Member List means a list containing the names and postal addresses of
all current Accredited Practices, along with any other pertinent
information included at AAHA's discretion.
g. Participating Member is any Accredited Practice that has executed or
renewed a Subscription Agreement during the term of this Affinity
Program Agreement.
h. PetCARE TV means PetCARE Television Network, Inc., a subsidiary of
Medical Media Television, Inc., a Florida corporation offering client
education television programming to veterinarians, through a
subscription service, for use in their reception areas and exam rooms.
i. AAHA PetCARE TV Program means the AAHA Version of the Client Education
DVD Magazine that PetCARE TV offers to Accredited Practices pursuant to
this Agreement and the activities undertaken by PetCARE TV and AAHA to
offer such services to Accredited Practices. The AAHA PetCARE TV
Program expressly excludes the Standard Version and the "Welcome Home
Your New Friend" DVD written and produced by PetCARE TV.
j. PSA means a public service announcement(s) that informs veterinary
hospital clients of useful and relevant information about
veterinary-related content that is in the public's best interest.
k. Research Audit refers to the telephone survey(s) performed by PetCARE
TV, by which PetCARE TV will verify, on behalf of their sponsors and
advertisers, that a subscriber is displaying the current edition of the
Client Education Magazine in the reception area of the veterinary
practice.
l. Segment means any contiguous sub-section of the Client Education DVD
Magazine, including but not limited to educational, PSA, or promotional
material.
m. Standard Version means the Client Education DVD Magazine currently
offered by PetCARE TV for veterinary practices, with no special
messages on the value of the AAHA accreditation.
n. Subscription Agreement means the agreement between PetCARE TV and an
Accredited Practice for the provision of client education via the
Client Education DVD Magazine. A copy of the current form of
Subscription Agreement is attached hereto as Exhibit A.
o. Trademarks mean any design, image, visual representation, logo, service
xxxx, trade dress, trade name, trademark, or Internet site owned by
either AAHA or PetCARE TV during the term of this Agreement. "AAHA
Trademarks" mean Trademarks of or owned by AAHA and/or any of its
affiliates. "PetCARE TV Trademarks" mean Trademarks of or owned by
PetCARE TV. and/or any of its affiliates.
p. Veterinary Advisory Board ("VAB") means a committee comprised of
veterinary practitioners, hospital owners, and professional veterinary
consultants selected by PetCARE TV to provide topics for programming,
to review scripts prior to production for accuracy and up-to-date
information, and to review and approve potential advertisers and
sponsors of PetCARE TV.
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2. Territory Covered
The territory covered by this Agreement is the United States of America and
Canada.
3. Program Obligations
a. PetCARE TV and AAHA agree that the AAHA PetCARE TV Program shall be
made available to all Accredited Practices in accordance with the terms
of this Agreement. The products, services and pricing offered through
the AAHA PetCARE TV Program are defined in Exhibit B and can be amended
during the term of this Agreement upon prior written agreement with
AAHA and notification to the Participating Members.
b. PetCARE TV, at its expense, agrees to produce the AAHA Version of each
Client Education DVD Magazine, which version shall include three
additional 30-second promotional messages that educate clients about
the benefits of bringing their pets to an Accredited Practice. PetCARE
TV further agrees that such AAHA messages will appear between
educational Segments and will not precede or follow any advertisement
or sponsorship message. The AAHA Version will be provided solely to
Participating Members and shall not be distributed in any manner
whatsoever to any other person or firm.
c. PetCARE TV agrees to offer Accredited Practices a free, one-year
subscription to the AAHA Version of the Client Education DVD Magazine
as a membership benefit, provided that the Accredited Practice agrees
to use the Client Education DVD Magazine in accordance with their
Subscription Agreement. Such subscription may be renewed by the
Accredited Practice in accordance with the Annual Subscription pricing,
shown in and attached hereto as Exhibit B.
For any Accredited Practice currently subscribing to PetCARE TV,
PetCARE TV agrees to extend their current Subscription Agreement for
one full year at no cost and will begin immediately to provide the AAHA
Version of the Client Education DVD Magazine to such Accredited
Practices each month. Following the complimentary full year, the
Accredited Practice may renew their Subscription Agreement in
accordance with the Annual Subscription pricing, shown in and attached
hereto as Exhibit B.
d. PetCARE TV will grant AAHA the right to select and appoint a
representative to the VAB to ensure that program content is consistent
with the AAHA Standards of Accreditation(C), other policy statements,
and other AAHA positions or policies that affect companion animal
practices.
e. PetCARE TV will also grant AAHA the right to review and approve
scripts, videos and PSAs from each Segment of the AAHA Version. PetCARE
TV agrees to provide AAHA the pre-production scripts and list of
potential advertisers as soon as the same is made available to the VAB
for review. PetCARE TV shall not deviate from the final pre-production
script as approved by AAHA.
f. Editions of the Client Education DVD Magazine include paid
advertisements from businesses wishing to promote their product,
service and/or message to veterinarians and their clients. Should AAHA
deem any advertisement, content or sponsorship objectionable to its
Accredited Practices, PetCARE TV agrees to remove the objectionable
material from the AAHA Version, provided that AAHA submits its
objection and reason for objecting to PetCARE TV in writing within 30
days of receiving the pre-production scripts and list of potential
advertisers, as provided to the VAB.
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To further clarify the intent of the AAHA licensing granted herein,
PetCARE TV agrees to include the following statement on each AAHA
Version: "It is the policy of the American Animal Hospital Association
not to endorse products or advertisers, including those you may have
seen on this PetCARE TV program. AAHA believes that your veterinarian
is your single best source for information regarding your pet and your
pet`s health. Thank you for visiting this AAHA Accredited Hospital
today."
h. AAHA, as a non-profit 501(c)(6) corporation, will not directly market
the AAHA PetCARE TV Program. In the context of promoting membership
value and benefits to its Members, however, AAHA agrees to offer
PetCARE TV other preferred channels of communication that it makes
available to its affinity program providers, including certain member
communications, affinity program awareness promotions, preferred
advertorial space, sponsorship opportunities, and other specific
opportunities that may become available from time to time within
certain membership regions.
i. AAHA will provide PetCARE TV the opportunity to purchase premium booth
space in the designated affinity program provider area of the AAHA
yearly conference at the rate of a standard booth space, as published
each year in the AAHA exhibitor prospectus.
j. During the term of this Agreement, PetCARE TV agrees that it shall not
enter into an arrangement with or provide the Client Education DVD
Magazine to any other veterinary organization that competes with AAHA.
k. AAHA understands that PetCARE TV has agreements with Xxxxxx Animal
Health Supply ("Xxxxxx") and Lifelearn to provide distribution, sales
and marketing support for PetCARE TV products, other than the AAHA
Version, in the United States and Canada, which support includes
conducting onsite audits for PetCARE TV. PetCARE TV acknowledges that
Xxxxxx and Lifelearn are direct competitors of AAHA, and, as such, both
businesses compete with AAHA for certain products and services. AAHA
and PetCARE TV mutually agree that PetCARE TV will be the sole source
to market, sell and distribute the AAHA Version to Accredited
Practices.
PetCARE TV further agrees that Xxxxxx, Lifelearn, and any other person
or firm engaged by PetCARE TV shall not access, distribute, sell, or
market the AAHA Version; shall not have access to any Member List; and
shall not have any rights to use the AAHA Trademarks without the prior
written approval of AAHA.
In order to fulfill its obligations to sponsors and advertisers,
PetCARE TV shall conduct a semi-annual Research Audit, in place of the
onsite audit provided by its distributors, to measure the viewing
compliance at Accredited Practices. Only PetCARE TV will conduct such
Research Audits. PetCARE TV also agrees to identify itself to the
Accredited Practice at the onset of the telephone call.
l. When available, and at its sole discretion, AAHA will grant PetCARE TV
permission to include certain AAHA PSAs and other program content in
the Client Education DVD Magazine. Such permission will be provided in
writing to PetCARE TV, identifying the PSA to be used, how it will be
used, and the length of time it may be used by PetCARE TV.
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4. Licensing
a. AAHA hereby grants PetCARE TV a non-exclusive, limited license, under
the terms of this Agreement, to utilize Member Lists and certain
designated AAHA Trademarks, and to use the phrase "AAHA Preferred
Provider" only in conjunction with the AAHA PetCARE TV Program. The
license may not be used to indicate any recommendation of any other
particular products or services, including the Standard Version and the
"Welcome Home Your New Friend" DVD, offered by PetCARE TV or any of its
affiliates.
b. Under no circumstances shall "AAHA Preferred Provider" be used directly
or indirectly to indicate or imply AAHA's approval or recommendation of
any advertiser or sponsor appearing in the AAHA Version.
c. PetCARE TV shall not incorporate any exclusive sponsorship in the AAHA
Version without prior written consent from AAHA. PetCARE TV further
agrees that it shall not include any sponsorship or endorsement in the
AAHA Version that conflicts with an exclusive arrangement that AAHA may
have with another provider of a similar product or service. All
sponsorships and endorsements shall be included in the pre-production
scripts provided to AAHA, pursuant to paragraph 3(f) of this Agreement.
d. Upon termination or cancellation of this Agreement, this license shall
be immediately forfeited.
5. AAHA Trademarks Usage
PetCARE TV agrees that it will comply with the "Rules and Guidelines for Use of
the AAHA Trademarks", attached hereto as Exhibit C. PetCARE TV acknowledges and
agrees that (i) it shall not use the AAHA Trademarks in a manner likely to
diminish the AAHA Trademarks' commercial value, and (ii) it shall not knowingly
use or permit the use of any xxxx, name or image likely to cause confusion with
the AAHA Trademarks.
6. Member List
a. In order to facilitate the marketing of the AAHA PetCARE TV Program to
Accredited Practices, AAHA shall provide PetCARE TV with up to three
(3) Member List(s) in a calendar year free of any charge and in an
electronic format. PetCARE TV will provide AAHA three (3) weeks'
written notice prior to the date that the Member List is needed.
b. Member Lists are and shall remain the sole property of AAHA. PetCARE TV
shall use the Member Lists provided pursuant to this Agreement,
consistent with this Agreement and shall not permit the Member Lists to
be used for any other purpose. PetCARE TV shall only permit access to
the Member Lists to those employees, agents or other representatives of
PetCARE TV who need such access to perform their duties for PetCARE TV
under this Agreement. Neither PetCARE TV nor any employee, agent or
other representative of PetCARE TV with access to the Member Lists
shall reproduce, rent or sell the Member Lists, or any information
contained on the Member Lists that may be maintained separately by
PetCARE TV, for any reason other than the purpose of promoting the AAHA
PetCARE TV Program to Accredited Practices.
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7. Royalty
In exchange for the limited license granted herein, PetCARE TV shall pay AAHA a
royalty as follows:
a. PetCARE TV will pay to AAHA an annual royalty equal to ten percent
(10%) of its annual gross advertising revenue times the percentage of
Participating Members to total PetCARE TV subscribers. For example, if
total gross advertising revenue is $1,000,000, and one-third of the
total subscribers are Participating Members, then AAHA would receive a
royalty equal to $1,000,000 x 10% x 33%, or $33,333.
b. Notwithstanding Paragraph (a) of this section, PetCARE TV shall pay to
AAHA a minimum royalty of $10,000 in advance each year for the term of
this Agreement. AAHA agrees that the minimum royalty shall be offset by
royalties determined under Paragraph (a) of this section.
PetCARE TV agrees to pay to AAHA the minimum annual royalty of $10,000 upon the
execution of this Agreement. Subsequent royalty payments will be due no later
than the anniversary date of the Effective Date for each calendar year
throughout the term of this Agreement.
PetCARE TV further agrees to provide AAHA with an annual report or audited
financial statement of the AAHA PetCARE TV Program which will be sufficient for
AAHA to confirm the calculation of royalties. The annual report will be
delivered to AAHA no later than March 15 of each calendar year for the term of
this Agreement.
8. Term and Termination
a. Unless earlier terminated as provided for in this Agreement, the
initial term of this Agreement shall be for two (2) years commencing
with the Effective Date. After the initial term, this Agreement may be
renewed by the written mutual agreement of the parties.
b. Either party may terminate this Agreement by written notice to the
other party in the event the other party materially breaches this
Agreement and such breach, if capable of cure, remains uncured for 30
days following written notice by the terminating party.
c. AAHA may terminate this Agreement immediately for the misuse of any
Member List; a breach of any provision described in Paragraph 6b above.
d. Either party may terminate this Agreement immediately upon written
notice to the other party if, in the reasonable opinion of the
terminating party, the continued performance of this Agreement or any
part thereof might subject the terminating party or its affiliates to
unfavorable regulatory action, civil action, violate any law, infringe
upon the rights of third parties, or subject the terminating party or
its affiliates to liability for any reason.
e. AAHA may terminate this Agreement immediately upon written notice to
PetCARE TV in the event that the AAHA Version contains material not
included in the script provided to, and pre-approved by, AAHA under
paragraph 3(f) of this Agreement.
f. This Agreement may also be terminated upon fifteen (15) day's written
notice by AAHA upon the occurrence of any of the following events:
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(i) PetCARE TV ceasing to function as a going concern, becoming
insolvent, making an assignment for the benefit of creditors, filing a
petition in bankruptcy, permitting a petition in bankruptcy to be filed
against it, admitting in writing its inability to pay its debts as they
become due, or having a receiver appointed for a substantial part of
its assets; or
(ii) the sale, dissolution or liquidation of PetCARE TV or the sale of
substantially all of PetCARE TV's assets; or
(iii) PetCARE TV's failure to make any payment of royalties to AAHA
when due.
g. Upon any termination of this Agreement, each party shall immediately
cease to use the Trademarks of the other party, and PetCARE TV shall
cease to use the Member Lists and to promote its services as an AAHA
Preferred Provider. Upon termination, PetCARE TV agrees to either turn
over to AAHA all undistributed copies of the AAHA Version or provide
proof of destruction of said copies in a form satisfactory to AAHA.
h. In the event that AAHA terminates this Agreement due to a breach by
PetCARE TV, PetCARE TV will be responsible for the payment of royalties
due AAHA through the date of termination.
9. Representations and Warranties
a. AAHA represents and warrants to PetCARE TV that it has the authority to
enter into this Agreement and the making of this Agreement does not
violate any agreements, rights or obligations between AAHA and any
other person, firm or corporation.
b. PetCARE TV represents and warrants to AAHA that it has the authority to
enter into this Agreement and the making of this Agreement does not
violate any agreements, rights or obligations between PetCARE TV and
any other person, firm or corporation.
c. PetCARE TV represents and warrants that the AAHA PetCARE TV Program
content is original, except for materials in the public domain and such
excerpts from other materials as may be included with the written
permission of the copyright owners; that the AAHA PetCARE TV Program
does not and will not contain any libelous or obscene material or
injurious formulas, recipes, or instructions; that the AAHA PetCARE TV
Program does not infringe any trademark or copyright; and that the AAHA
PetCARE TV Program does not invade or violate any right of privacy,
personal or proprietary right, or other common law or statutory right.
PetCARE TV shall obtain, without expense to AAHA, written permission to
include in the AAHA PetCARE TV Program any copyrighted materials which
are not in the public domain, as well as any other material for which
permission is necessary in conjunction with PetCARE TV's warranties in
this Agreement. PetCARE TV specifically agrees to indemnify AAHA for
any costs or liabilities resulting from PetCARE TV's failure to comply
with its obligations under this paragraph.
10. Confidential Information
a. AAHA and PetCARE TV agree and acknowledge that any and all copyrighted
materials, data, statistics, subscription lists, Member Lists and other
informational materials generated during the course of this Agreement
shall be kept confidential. None of this information which is directly
related to AAHA may be disclosed by PetCARE TV or used by it for any
other purpose other than in connection with this Agreement. None of the
information which is directly related to PetCARE TV's services and
operations may be disclosed by AAHA or used by it for any other purpose
other than in connection with this Agreement.
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b. Upon the expiration or termination of this Agreement, irrespective of
the cause thereof, all such information shall be immediately
surrendered and delivered to the appropriate party. The parties agree
that their remedies at law may be inadequate in the event a party
violates this provision and that the aggrieved party may obtain
injunctive relief in addition to any other remedies at law which it may
have.
11. Indemnification
PetCARE TV and AAHA each agree to indemnify and hold the other party, as well as
that party's officers, members, directors, employees or agents harmless from and
against any lawsuits, claims, action or causes of action, arising out of, or in
connection with, any errors or omissions of the other party, its agents,
representatives or employees, with respect to that party's duties and
obligations set forth in this Agreement. This obligation includes, but is not
limited to, the cost of defense, payment of any judgments and payment of any
reasonable expenses for attorneys' fees and other reasonable costs which may be
incurred.
12. Arbitration
In the event of any dispute arising out of this Agreement, AAHA and PetCARE TV
will first seek to mediate that dispute. If either party rejects such mediation,
then AAHA and PetCARE TV agree that any controversy or claim arising out of or
relating in any way to this Agreement shall be settled by arbitration in Denver,
Colorado, before the Judicial Arbiter Group and shall be conducted in accordance
with the Commercial Arbitration Rules of the American Arbitration Association.
Any judgment or award rendered by the arbitrator(s) shall be entered in any
court having jurisdiction. AAHA and PetCARE TV agree to pay their own
out-of-pocket expenses associated with the arbitration including attorney's
fees, except as may otherwise be provided herein. This provision shall not
prohibit either party from seeking injunctive or other relief in any court of
competent jurisdiction to enforce their respective rights in and to their
Trademarks and confidential information, including the Member Lists.
13. Legal Compliance
PetCARE TV shall perform all of its duties and responsibilities in compliance
with all applicable federal, state and local laws, regulations and ordinances,
including but not limited to the rules and regulations of the Federal
Communications Commission.
14. Non-assignability
PetCARE TV may not assign this Agreement or any of the rights granted to PetCARE
TV herein without the prior written approval of AAHA. Any assignment without
AAHA's prior written approval shall be void.
15. Relationship of the Parties
Neither party to this Agreement shall represent or hold itself out to be a legal
representative, endorsee, partner, joint venturer, employee or servant of the
other party for any purpose whatsoever. Neither party is authorized to make any
contract, agreement, warranty or representation on behalf of the other party or
to create any obligations, express or implied, on behalf of the other party
except as otherwise provided in this Agreement.
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16. Entire Agreement
This Agreement, along with the Exhibits attached hereto, evidence the entire
agreement between PetCARE TV and AAHA with respect to the affinity program
contemplated herein and supersedes all prior agreements between the parties.
This Agreement may only be modified by a writing signed by both parties.
17. Severability
If any part of this Agreement shall for any reason be found or held invalid or
unenforceable in arbitration, or by any court or governmental agency of
competent jurisdiction, such invalidity or unenforceability shall not affect the
remainder of this Agreement which shall survive and be construed as if such
invalid or unenforceable part had not been contained herein.
18. Waiver and Amendment
A waiver of any term or provision shall not be construed as a waiver of any
other term or provision of this Agreement. No waiver or amendment of any
provision of this Agreement shall be effective unless set forth in writing and
signed by a representative of each party, and then only to the extent
specifically set forth therein.
19. Governing Law
This Agreement shall be interpreted and governed by the laws of the State of
Colorado and shall be construed in accordance with those laws.
20. Notices
Any notice required or permitted to be given to the parties pursuant to the
terms of this Agreement shall be sent certified mail, return receipt requested,
or by facsimile transmission to the parties at the address stated below. All
notices shall be deemed given when deposited in the mail, postage prepaid.
If to AAHA:
American Animal Hospital Association
00000 X. Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxx, DVM, Executive Director
If to PetCARE TV:
PetCARE Television Network, Inc.
0000 Xxxxxxxx Xxxx, Xxxxx X
Xxxxx, XX 00000
Attn: Xxxxxx Xxxxx, President
Either party may change the address at which it is to receive notice by
notifying the other party in writing of the change.
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21. Binding Effect
This Agreement is binding upon and is for the benefit of the parties and their
respective successors and assigns.
22. Headings
Paragraphs and other headings contained in this Agreement are for reference
purposes only, and are not intended to affect in any way the meaning or
interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
March 13, 2006.
AMERICAN ANIMAL HOSPITAL ASSOCIATION
By: /s/ Xxxx X. Xxxxxx
------------------
Xxxx X. Xxxxxx, Executive Director
PETCARE TELEVISION NETWORK, INC.
By: /s/ Xxxxxxx Xxxxx
-----------------
Xxxxxxx Xxxxx, President
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EXHIBIT A - Subscription Agreement
See attached copy of AAHA PetCARE TV Program Subscription Agreement.
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EXHIBIT B - AAHA PetCARE TV Program
Products & Pricing
The AAHA PetCARE TV Program will include the following products and services and
be offered to Accredited Practices at the stated prices:
Customized AAHA Version
o AAHA Version of PetCARE TV Client Education DVD Magazines, provided to
Accredited Practices only (includes three additional 30-second promotional
messages that educate the clients about the AAHA accreditation)
Annual Subscription
o Monthly PetCARE TV Client Education DVD Magazines, shipped throughout the
term of the Subscription Agreement, for play on the Accredited Practice's
existing television monitor and digital video disk (DVD) player in the
Accredited Practice's reception area.
o License to download and use each Segment in the Accredited Practice's
examination room, on the computer, or for public relations services at the
same address.
Pricing: Accredited Practices only
o Year 1 - an annual subscription for the AAHA Version at no charge.
o Year 2 and thereafter - $99.00, or 50% off of the current PetCARE TV annual
subscription for the Standard Version.
o Current Accredited Practice subscribers to the Client Education DVD
Magazine will receive an extension of one full year at no cost and will
begin receiving the AAHA Version each month.
Extra DVDs
o Each subscriber has a license to duplicate the AAHA Version for use in
another waiting room or examination room at the same address.
o Alternately, the subscriber may order a duplicate of the AAHA Version from
PetCARE TV for a fee of $10.00 per DVD magazine.
Accredited Practices will receive the AAHA benefits of the AAHA PetCARE TV
Program by calling PetCARE TV toll-free at (000) 000-0000.
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EXHIBIT C - Rules and Guidelines for Use of the AAHA Trademarks
I. Identifying Marks Belonging to the Association
The American Animal Hospital Association (AAHA) has developed certain marks and
symbols (logo, name, letters) that enable the veterinary industry, profession,
and clients to identify services or products as produced or endorsed by AAHA or
to enable members to identify themselves with AAHA. AAHA marks are registered
both as service marks and as evidence of membership in the Association. AAHA has
registered its marks in the U.S. and Canada, thereby giving it the
responsibility to protect their use and the legal authority to specify who may
use its symbols and how they will be displayed.
II. Use of Association Marks
To protect the integrity of its marks and prevent unauthorized use, AAHA has
adopted the rules and guidelines outlined herein specifying the proper use of
its marks and symbols. Failure to comply with these rules and guidelines shall
be cause for suspension or revocation of the limited licenses for xxxx use.
Unauthorized use of the AAHA marks is a violation of trademark laws of the U.S.
and Canada and subject to legal action and penalties as provided by law.
A. Association Logo
AAHA's logo is to be used as a single unit with the letters "AAHA" and the words
"American Animal Hospital Association" incorporated within the boundaries of a
single line. Elements of the logo should never be cut apart or used separately.
The superscript provides notice that the AAHA xxxx is federally registered and
should always be used with the xxxx in the U.S. and Canada. The AAHA logo shall
only be used by Accredited Practice Members and other organizations expressly
authorized by AAHA.
B. Association Name and Letters
In addition to AAHA's registered logo, AAHA has certain property rights to the
use of its name, American Animal Hospital Association, and the letters "AAHA"
when such letters are used to refer to the Association.
AAHA Tagline
The AAHA tagline "Healthy Practices. Healthier Pets." shall only be used with
the AAHA logo by organizations expressly authorized by AAHA. Please refer to the
graphic standards section for use of the tagline.
III. Guidelines for Use of the Association's Marks
Use of AAHA's marks and tagline are restricted to specific services,
publications, print or electronic media, or memorabilia produced by or with the
express authorization or approval of the Association. This may include endorsed
services, such as affinity programs, AAHA MARKETLink, and AAHA Helping Pets
Fund. Other organizations, entities, or individuals, whether members or not, are
prohibited from using the Association marks without the expressed written
approval of the Board of Directors of the American Animal Hospital Association.
IV. Graphic Standards for Association Marks
A. Logo Design and Layout
The AAHA logo must always be generated from high-quality art.
It should be used in appropriate proportion to the other design
elements appearing on materials. It must never be hand drawn or the
proportions distorted. It must be uncluttered by competing images,
screening, or type.
No single element of the logo can be used separately.
The logo is enclosed by a single line. This line must not be deleted
or broken. The federal registration xxxx ((R)) must be attached to the
AAHA logo. A clear space of 1/4 inch must be maintained around the
logo.
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B. Corporate Colors in Logo
The only authorized colors are black and red. The red is PMS 032. The
logo uses black lettering and a black border and contains a red block
with the AAHA letters reversed in white. Do not reverse the colored and
white areas. Where the use of black and red is not possible or
desirable, black only may be used. The logo should be reproduced on a
white or light-colored background.
C. Use of the AAHA Tagline
The AAHA tagline, "Healthy Practices. Healthier Pets." must be
accompanied by the AAHA logo. It can appear either to the right of the
logo in the upper half or centered underneath the logo. The font for
the tagline is Xxxxxxxxxxx Italic. The tagline can appear in three
different colors only: red (PMS 032), black, or white.
V. Prohibition of Commercial Use
The use of the AAHA marks by anyone (other then the Association) in conjunction
with a commercial product or commercial services is specifically prohibited.
VI. Revocation of Limited License
Guidelines for the use of the AAHA name and/or symbol shall be considered
binding on PetCARE TV. Failure to abide by such guidelines shall be grounds for
termination of the license. Upon termination of the limited license, the limited
license to use the xxxx shall be immediately revoked. Any and all materials
employing the AAHA marks must be returned to the Association or destroyed. Such
individuals shall be expected to take steps to cease use of the marks.
VII. Infringement
Anyone using the marks of the Association without AAHA's permission is liable
under the trademark laws for monetary damages and injunctive relief. In
addition, all copies and representations of the xxxx (i.e., stationery) can be
confiscated by court order and destroyed.
VIII. Official Marks
The symbol represented below is the only official xxxx of the American Animal
Hospital Association. All other symbol usage should be discontinued.
[Logo of
American
Animal
Hospital
Association]
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