TERMS & CONDITIONS

Terms of Use

Ainsworth Pet Nutrition, LLC, as well as its various subsidiary and affiliated companies (collectively, “Ainsworth”), hopes you enjoy visiting our various websites and that all visitors find our websites fun, informative and helpful for you and your pet’s health and nutrition needs. 

However, by accessing our Sites (as defined herein) or using any of the Services (as defined herein) or by otherwise giving us your information, you accept and agree to by bound by and subject to these terms of use (“Terms of Use”). If you do not agree to these Terms of Use, do not access the Sites or use the Services. In addition, please review Ainsworth’s Privacy Policy (which can be found at www.ainsworthpets.com/privacy-policy, which sets forth how we collect, use and store information that you share with us when you use or access our Sites and/or Services.

In these Terms of Use, "we", "us" and "our" will refer to Ainsworth. "You" and "your" will refer to you as a user and visitor to our Sites. “Sites” will refer collectively to our various company websites, including, but not limited to, www.ainsworthpets.com, nutrish.com, www.dadspetfoods.com, and www.betterthanbrands.com, as well as mobile and/or other services offered and/or contained within or through any of the Sites (the Sites, mobile services, other services offered and/or contained within or through the Sites are collectively referred to herein as the “Services”). The Sites and Services are owned or controlled by Ainsworth.

These Terms of Use affect your legal rights and obligations. If you do not agree to be bound by all of these Terms of Use, do not access the Sites or use the Services.

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND AINSWORTH WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS MORE FULLY SET FORTH BELOW.

General Conditions and Basic Terms:

  1. You must be at least 18 years old to use the Services. Now, we realize that visitors under the age of 18 years may access our Sites. Please be advised that, while some information provided on the Sites may be for entertainment and education purposes, the Sites also contain advertisements for our products. If at any time you do not understand any information on the Sites or you are ever asked to provide information about yourself, then please check with your parents or legal guardians first. Ainsworth does not knowingly collect or solicit any information from anyone under the age of 13 or knowingly allow such persons to register on or with the Sites and/or for Services. The Sites, Services and their content are not directed at or intended for children under the age of 13. For further information, please see our Privacy Policy at www.ainsworthpets.com/privacy-policy.
  1. You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities via the Sites and/or Services. Also, you must not post private or confidential information via the Sites and/or Services, including, without limitation, your or any other person's credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.
  1. While we do our best to manage/moderate the Sites and/or Services, Ainsworth cannot and will not be responsible for all content uploaded and/or posted on the Sites and/or Services by users, and users may be exposed to materials deemed inappropriate. By accessing and/or using the Sites and/or Services, you understand and accept that you will be using the Sites and/or Services at your own risk. You are solely responsible for your interaction with the Sites and/or Services and any third parties found through the Sites and/or Services, whether online or offline. You agree that Ainsworth is not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and any other users of the Sites and/or Services. Please exercise common sense and your best judgment when interacting with others, including when you submit or post content or any personal information.
  1. You may not solicit other users of the Sites and/or Services or otherwise use the Sites and/or Services for unauthorized marketing purposes. Also, you may not use the Sites and/or Services for or in furtherance of any illegal or unauthorized purpose or activity. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Sites and/or Services and the content appearing therein, including but not limited to, copyright laws.
  1. You must not create or submit unwanted email, comments, likes or other forms of commercial or harassing communications (a/k/a "spam") to any users of the Sites and/or Services, and you must not change, modify, adapt or alter the Sites and/or Services or change, modify or alter another website so as to falsely imply that it is associated with the Sites, Services or Ainsworth.
  1. The Sites and/or Services may provide you and other users with the opportunity to submit, post, display, transmit, perform, publish, and/or distribute content and materials on or through the Sites and/or Services, including, without limitation, data, text, files, information, usernames, images, graphics, photographs, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and/or other content or materials (collectively, "User-Submitted Content"). You are solely responsible for any User-Submitted Content submitted, posted, or displayed on or via the Sites and/or Services by you.
  1. You must not interfere or disrupt the Sites and/or Services or servers or networks connected to the Sites and/or Services, including by transmission of any worms, viruses, spyware, malware or any other harmful program or code of a destructive or disruptive nature. Moreover, you may not inject content or code or otherwise alter or interfere with the way the Sites and/or Services are rendered or displayed in a browser or device.
  1. You must not attempt to restrict another user from using or enjoying the Sites and/or Services, and you must not encourage or facilitate violations of any of these Terms of Use or any other terms governing access and/or use of the Sites and/or Services. In the event that you violate the letter or spirit of any of these Terms of Use, or otherwise create risk or possible legal exposure for Ainsworth, we may, in our sole discretion, stop providing all or part of the Sites and/or Services to you, and/or suspend and/or cease any or all licenses and other rights granted to you in these Terms of Use.
  1. While we use all reasonable attempts to ensure the accuracy and completeness of information on the Sites and/or Services, we are not responsible if information on the Sites and/or Services is not accurate or complete. Any reliance upon information, material, or content on the Sites and/or Services shall be at your own risk.
  1. We reserve the right, in our sole discretion, to change these Terms of Use (“Updated Terms”) at any time. You agree that your use of the Sites and/or Services after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Sites and/or Services from that point forward. These Terms of Use will govern any disputes arising before the effective date of the Updated Terms.

Copyright & Digital Millennium Copyright Act:

  1. Ainsworth respects the intellectual property rights of others, and expects users of our Sites and/or Services to do the same. Thus, we will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the following information:

  2. (a) The copyright owner’s name (or company name), your full legal name, your title or job position, your full mailing address, telephone number, and email address;

    (b) A description of the copyrighted work or other intellectual property that you claim has been infringed;

    (c) A description of where the material that you claim is infringing is located on our Sites and/or our Services;

    (d) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or under applicable law;

    (e) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or an authorized person to act on the copyright or intellectual property owner’s behalf; and

    (f) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest.

    Please note that our designated agent for notice of claims of copyright or other intellectual property infringement can be reached as follows: Alexander Cox, acox@kmgslaw.com

  1. We reserve the right to remove any User-Submitted Content alleged to be infringing without prior notice and in our sole discretion.

Rights Concerning User-Submitted Content & Ainsworth Intellectual Property Rights:

  1. Ainsworth does not claim ownership of any User-Submitted Content posted by you or other users of the Sites and/or Services on or through the Sites and/or Services. Rather, you hereby grant to Ainsworth a perpetual, irrevocable, non-exclusive, royalty-free and fully sub-licensable license to use, reproduce, modify, adapt, publish, translate, sell, create derivative works from, distribute, publicly perform, and publicly display User-Submitted Content that you post on or through the Sites and/or Services throughout the world through any and all media by any means, method, or process, subject to our Privacy Policy located at www.ainsworthpets.com/privacy-policy. Do not submit any User-Submitted Content that you do not wish to license to us under these terms.
  1. By using the Sites and/or Services to submit, post, display, transmit, perform, publish, and/or distribute any User-Submitted Content, you represent and warrant that: (i) you own the User-Submitted Content posted by you on or through the Sites and/or Services or otherwise have the right to grant the rights and licenses set forth in these Terms of Use; (ii) the posting and use of your User-Submitted Content on or through the Sites and/or Services does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights, and does not otherwise violate these Terms of Use; (iii) you agree to indemnify Ainsworth for all claims resulting from any User-Submitted Content that you post on or through the Sites and/or Services, and to pay for all royalties, fees, and any other monies owed by reason of User-Submitted Content you post on or through the Sites and/or Services; and (iv) you have the legal right and capacity to enter into these Terms of Use in your jurisdiction.
  1. In addition to the requirements set forth in these Terms of Use, you covenant and agree that:

  2. (a) You may only post pictures of your own pets and pets from whose owners you have obtained express consent;

    (b) You may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photographs or other content, or foul, sexually explicit, obscene, hateful, or otherwise inappropriate language via the Sites and/or Services;

    (c) You may not post content or material that violates any right of a third party, including, but not limited to, copyright, trademark, privacy, property, confidentiality, and publicity rights;

    (d) You acknowledge and agree that we have no obligation to pre-screen, monitor, or enforce intellectual property rights with respect to User-Submitted Content, but have the right to protect and enforce our and our licensees’ rights with respect to User-Submitted Content;

    (e) We do not have any obligation to prescreen, monitor, edit, or remove any User-Submitted Content, and if your User-Submitted Content violates these Terms of Use, you may bear legal responsibility for that User-Submitted Content; and

    (f) We may, but have no obligation to, remove, edit, block, and/or monitor User-Submitted Content that we determine in our sole discretion violates these Terms of Use.

  1. You acknowledge and agree that the Sites and/or Services contain content owned or licensed by Ainsworth (“Ainsworth Content”). All Ainsworth Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and Ainsworth, Ainsworth owns and retains all rights in all Ainsworth Content, the Sites and the Services. You should assume that everything you see or read on the Sites and/or Services is copyrighted unless otherwise noted and may not be used except as provided in these Terms of Use or without our written permission. Any unauthorized use of the Ainsworth Content, including, without limitation, any trademarks, logos, and service marks displayed on the Sites and/or Services is strictly prohibited, and violators will be aggressively prosecuted. The use of Ainsworth Content by you, or anyone else authorized by you, is prohibited unless expressly permitted by these Terms of Use or permitted by our express written permission. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Ainsworth Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Ainsworth Content or any portion thereof, except as follows:

  2. (a) Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials;

    (b) You may store files that are automatically cached by your web browser for display enhancement purposes;

    (c) Except as otherwise provided herein, you may print or download one copy of a reasonable number of pages included in the Sites and/or Services for your own personal, non-commercial use and not for further reproduction, publication or distribution; and

    (d) If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

  1. The Ainsworth name and logo are trademarks of Ainsworth, and may not be copied, imitated or used, in whole or in part, without our prior written permission. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Ainsworth, and may not be copied, imitated or used, in whole or in part, without our prior written permission. Nothing contained in these Terms of Use should be construed as granting any license or right to use any trademark without our prior written permission.
  1. By your use of the Sites and/or Services, you acknowledge and agree that we shall own and retain all intellectual property rights in any and all works created through your use of the Sites and/or Services, including, but not limited to, derivative works of User-Submitted Content. Subject to these Terms of Use and our Privacy Policy (located at www.ainsworthpets.com/privacy-policy), we grant you a limited, non-exclusive, non-transferable, and revocable license, without right of sub-license, to non-commercial display of such works. Such works, including any and all Ainsworth Content appearing on such works, may not be modified or altered. Such works may not be used for any commercial purpose or for any use outside of the Sites and/or Services, including, but not limited to, reproduction, modification, creation of derivative works, distribution, or sale of such works, without our express written authorization. You acknowledge that unauthorized use of such works as described here shall constitute infringement of our valuable intellectual property rights, and may result in liability, including, but not limited to, monetary damages.
  1. Except as otherwise described in our Privacy Policy (located at www.ainsworthpets.com/privacy-policy), as between you and Ainsworth, any User-Submitted Content will be non-confidential and non-proprietary, and we will not be liable for any use or disclosure of User-Submitted Content. You acknowledge and agree that your relationship with us is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any User-Submitted Content does not place us in a position that is any different from the position held by members of the general public, including with regard to your User-Submitted Content. No User-Submitted Content will be subject to any obligation of confidence on the part of Ainsworth, and we will not be liable for any use or disclosure of any User-Submitted Content.

Pet Medical, Health, Fitness and Nutrition Information on the Sites:

The Sites and/or Services may include information relating to nutrition and various medical, health and fitness conditions of pets and their treatment. This is for informational purposes only and is not meant to be a substitute for the advice provided by your own veterinarian or other veterinary professional. You should not use or otherwise rely on the information contained in the Sites and/or Services for diagnosing or treating a pet’s health, fitness problem, or disease; you should always consult your own veterinarian and/or veterinary professionals for advice and guidance regarding a pet’s nutrition, health, fitness and medical needs.

Links from the Service:

If the Sites and/or Services contain links to other websites and resources provided by third parties, then these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Sites and/or Services, then you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Ok . . . bring on all the “legal stuff!”

DISCLAIMER OF WARRANTIES:

THE SITES AND/OR SERVICES, INCLUDING, WITHOUT LIMITATION, AINSWORTH CONTENT, AND ALL PRODUCTS OFFERED THROUGH THE SITES AND/OR SERVICES, IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER AINSWORTH NOR ITS AFFILIATES NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE “AINSWORTH PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SITES AND/OR SERVICES; (B) THE AINSWORTH CONTENT; (C) USER-SUBMITTED CONTENT; (D) PRODUCTS SOLD OR OFFERED FOR SALE THROUGH THE SITES AND/OR SERVICES; OR (E) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO AINSWORTH OR VIA THE SITES AND/OR SERVICES. IN ADDITION, THE AINSWORTH PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NOTE: APPLICABLE LAW MAY NOT PERMIT THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

THE AINSWORTH PARTIES DO NOT REPRESENT OR WARRANT THAT THE SITES AND/OR SERVICES OR PRODUCTS OFFERED THEREIN WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITES AND/OR SERVICES OR THE SERVER THAT MAKES THE SITES AND/OR SERVICES AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE AINSWORTH PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SITES AND/OR SERVICES IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SITES AND/OR SERVICES IS AT YOUR SOLE RISK. YOU ASSUME RESPONSIBILITY FOR SELECTING THE PRODUCTS AND/OR SERVICES TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE USE OF AND RESULTS OBTAINED FROM THE PRODUCTS AND/OR SERVICES.

THE AINSWORTH PARTIES DO NOT WARRANT THAT YOUR USE OF THE SITES AND/OR SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE AINSWORTH PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE. BY ACCESSING OR USING THE SITES AND/OR SERVICES, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITES AND/OR SERVICES.

THE AINSWORTH PARTIES DO NOT ENDORSE USER-SUBMITTED CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY USER-SUBMITTED CONTENT.

NO STATEMENT OF THE AINSWORTH PARTIES OR ANY OF THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, DISTRIBUTORS OR OTHER THIRD PARTIES, SHALL CREATE ANY WARRANTY OTHER THAN THOSE EXPRESSLY CONTAINED IN THESE TERMS.

LIMITATION OF LIABILITY:

UNDER NO CIRCUMSTANCES WILL THE AINSWORTH PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO: (A) THE SITES AND/OR SERVICES; (B) THE AINSWORTH CONTENT; (C) USER-SUBMITTED CONTENT; (D) ANY PRODUCTS SOLD OR OFFERED FOR SALE THROUGH THE SITES AND/OR SERVICES; (E) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SITES AND/OR SERVICES OR ANY PRODUCT OFFERED THEREIN; (F) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE AINSWORTH PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SITES AND/OR SERVICES; (G) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (H) ANY ERRORS OR OMISSIONS IN THE SITES’ AND/OR SERVICES’ OPERATION; OR (I) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE AINSWORTH PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SITES AND/OR SERVICES). IN NO EVENT WILL THE AINSWORTH PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE AINSWORTH PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED TWO HUNDRED UNITED STATES DOLLARS ($200.00).

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF AINSWORTH’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE AINSWORTH PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE AINSWORTH PARTIES.

IN NO EVENT SHALL THE AINSWORTH PARTIES’ LIABILITY BE GREATER THAN THE PRICE YOU PAID FOR THE PRODUCT OR SERVICE THAT IS THE BASIS FOR THE CLAIM. NOTE: SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

AINSWORTH IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

Indemnification:

You (and also any third party for whom you operate an activity on the Sites and/or Services) agree to defend (at Ainsworth’s request), indemnify and hold the Ainsworth Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Sites and/or Services or those conducted on your behalf): (i) your access to or use of the Sites and/or Services, including, but not limited to, submission of User-Submitted Content; (ii) your breach or alleged breach of these Terms of Use; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by Ainsworth in the defense of any claim. Ainsworth reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Ainsworth.

Arbitration:

  1. For any dispute you have with Ainsworth, you agree to first contact us (via www.ainsworthpets.com/contact-us) and attempt to resolve the dispute with us informally.
  1. For any dispute that cannot be resolved informally, you agree that all disputes between you and Ainsworth (whether or not such dispute involves a third party) with regard to your relationship with Ainsworth, including, without limitation, disputes related to these Terms of Use, your use of the Sites and/or Services, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and you and Ainsworth hereby expressly waive trial by jury. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules. You may bring claims only on your own behalf. Neither you nor Ainsworth will participate in a class action or class-wide arbitration for any claims covered by these Terms of Use. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's claim or account, if Ainsworth is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Ainsworth or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator(s) may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator(s) will not have authority to award damages, remedies or awards that conflict with these Terms of Use.

    If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with Ainsworth.
  1. Ainsworth reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your transactions with Ainsworth.

Time Limitation on Claims: You agree that any claim you may have arising out of or related to your relationship with Ainsworth must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

Governing Law & Venue: These Terms of Use are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to any principles of conflicts of law AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. For any action at law or in equity relating to the arbitration provision of these Terms of Use, you agree to resolve any dispute you have with Ainsworth exclusively in a state or federal court located in the Commonwealth of Pennsylvania, and to submit to the personal jurisdiction of the courts located in Pennsylvania for the purpose of litigating all such disputes.

Severability & Waiver: If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions. Ainsworth’s failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. No waiver of any of these Terms of Use will be deemed a further or continuing waiver of such term or condition or any other term or condition.

Entire Agreement: If you are using the Sites and/or Services on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms of Use constitute the entire agreement between you and Ainsworth regarding the Sites and/or Service and governs your use of the Sites and/or Services, superseding any prior agreements between you and Ainsworth regarding the Sites and/or Services. You will not assign the Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Ainsworth. Any purported assignment or delegation by you without the appropriate prior written consent of Ainsworth will be null and void. Ainsworth may assign these Terms of Use or any rights hereunder without your consent. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, the parties nevertheless agree that such portion will be deemed severable from these Terms of Use and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of the Terms of Use remain in full force and effect. Neither the course of conduct between the parties nor trade practice will act to modify the Terms of Use. These Terms of Use do not confer any third-party beneficiary rights.

The effective date of these Terms of Use is September 15, 2017. These Terms of Use were written in English (US). To the extent any translated version of these Terms of Use conflicts with the English version, the English version controls.

If you have any questions regarding these Terms of Use, please contact us at the following address, phone number and/or email address:

Ainsworth Pet Nutrition, LLC
984 Water Street
Meadville, PA 16335

Email: Customerservice@ainsworthpets.com

# 1819858.v1