Jool Baby

JOOL BABY PRODUCTS, LLC AFFILIATE PARTNER AGREEMENTAt Jool Baby, our mission is to bring peace of mind to parents through innovative child safety products. We believe in building strong, lasting relationships with our affiliates, just as we aim to build trust with the families who use our products. Your partnership is highly valued, and we are committed to treating you with the fairness and respect you deserve. In return, we ask for your support in maintaining the integrity of our brand.The following affiliate agreement was designed with both your interests and the reputation of Jool Baby in mind. While it may seem formal, it’s all about ensuring a transparent, mutually beneficial partnership. If you have any questions along the way, don’t hesitate to reach out. We believe in open, honest communication and are always here to help.For the quickest results please email us at social@joolbaby.comPlease take the time to carefully read the terms and conditions of our affiliate program agreement before joining or promoting our program. We've kept the language clear and straightforward to ensure you can easily understand and follow each part of the agreement. As an affiliate, you're responsible for making sure that any employees, agents, or contractors involved with your business also comply with these terms.By submitting your online application to join our affiliate program, you confirm that you have read, understood, and agree to uphold each term and condition outlined. Your commitment helps us maintain the integrity of our mission—to bring child safety and peace of mind to families everywhere.SECTION 1: DEFINITIONS 1.1"Affiliate" means an individual or business entity that is legally bound by this Agreement to promote the Company's products or services and direct potential customers or clients to the Company's website or sales team. 1.2“Company” “we”, “us”, and/or “our” refers to JoolBaby Products, LLC. otherwise known as Jool Baby1.3“The Program” refers to the agreed upon affiliate program.1.4 "Qualified Sale" means a sale of the Company's products or services to a customer referred by the Affiliate, where the customer has paid in full for the products or services and such sale has been confirmed by the Company. Company has sole discretion to determine if there is or is not a Qualified Sale.1.5 "Affiliate Commission" means the monetary compensation that the Company pays to the Affiliate for each Qualified Sale, as set forth in Exhibit A. 1.6 "Affiliate Link" refers to the unique tracking link provided by the Company to the Affiliate for the purposes of tracking referrals and calculating Affiliate Commissions. SECTION 2: DUTIES AND OBLIGATIONS 2.1 Affiliate Partner Duties: The Affiliate Partner agrees to perform the following duties: •Affiliate Partner agrees to promote the Company's products or services using the Affiliate Link in accordance with the terms of this Agreement and in compliance with all applicable laws and regulations; •Affiliate Partner agrees not to make any false or misleading statements about the Company's products or services; •Affiliate Partner agrees to comply with all appliable laws and regulations in performing services;•Affiliate Partner agrees to use the Affiliate Link in a manner that does not negatively impact the Company's reputation or brand image; •Affiliate Partner is solely responsible for any expenses incurred in connection with the promotion of the Company's products or services and the use of the Affiliate Link; and•Affiliate Partner will abide by the guidelines and restrictions as outlined in Exhibit C.2.2 Company Duties: The Company agrees to perform the following duties: •The Company will provide the Affiliate Partner with the Affiliate Link and any necessary promotional materials to effectively promote their products and services; •The Company will provide necessary training and support to the Affiliate Partner to enable them to fulfill their obligations under this Agreement effectively; •The Company will track the customers referred by the Affiliate Partner using the Affiliate Link and calculate the Affiliate Commissions due to the Affiliate; and •The Company will pay the Affiliate Commissions to the Affiliate Partner in accordance with the terms set forth in Exhibit A. •We reserve the right to reject any application for any reason at any time, however, we encourage you to contact us if you feel we have made an incorrect decision.SECTION 3: AFFILIATE COMMISSIONS 3.1 Commission Structure: The Company will pay the Affiliate Partner a commission for each Qualified Sale. The commission structure, whether it be a fixed amount, percentage of the sale, or other structure, is detailed in Exhibit A. 3.2 Payment Frequency and Timeline: The Company will calculate Affiliate Commissions on a monthly basis and will issue payments within 30 days of the end of each calendar month in which the Qualified Sale was finalized. 3.3 Deductions and Withholdings: The Company reserves the right to withhold or deduct Affiliate Commissions under certain circumstances, including, but not limited to, refunds issued to customers, cancellations of Qualified Sales, returns, or in the event of any breach of this Agreement by the Affiliate Partner. 3.4 Taxes: The Affiliate Partner is responsible for any and all taxes associated with the receipt of the Affiliate Commission. 3.5 Dispute Resolution: In the event of any dispute over the calculation or payment of the Affiliate Commissions, the Parties agree to work in good faith to resolve the dispute. If the dispute cannot be resolved internally, the Parties agree to resolve the matter through a mutually agreed-upon third-party mediator. 3.6 Terms and Conditions Alterations: The Company retains the right to alter the terms and conditions of the Affiliate Commission as outlined in Exhibit A, at its sole discretion and with reasonable notice to the Affiliate Partner. SECTION 4: CONFIDENTIALITY 4.1 Definition: "Confidential Information" means any information that a Party ("Disclosing Party") discloses to the other Party ("Receiving Party") that is either designated as confidential at the time of disclosure or should be reasonably understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information may include, but is not limited to, business plans, customer lists, financial information, marketing strategies, non-public information relating to products or services, and other proprietary information. 4.2 Non-Disclosure: The Receiving Party agrees to keep all Confidential Information strictly confidential. The Receiving Party will not disclose or make available any Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party will use the Confidential Information solely for the purpose of performing its obligations under this Agreement. 4.3 Exceptions: The obligations under this section will not apply to any Confidential Information that: was already lawfully known to the Receiving Party at the time of disclosure; is disclosed to the Receiving Party by a third party who had the right to disclose it; is publicly available through no fault of the Receiving Party; or is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. 4.4 Required Disclosure: If the Receiving Party is required by law, court order, or any government or regulatory authority to disclose any of the Confidential Information, it will give the Disclosing Party prompt written notice of such requirement before the disclosure and, if possible, enough time to contest the disclosure. 4.5 Return of Confidential Information: Upon termination of this Agreement, or upon the Disclosing Party's request, the Receiving Party will return all Confidential Information and all copies, notes, or extracts thereof to the Disclosing Party unless required by law to retain it. 4.6 Continuing Obligations: The Receiving Party's obligation to protect the confidentiality of the Confidential Information will survive termination of this Agreement and continue until such time as the Confidential Information becomes public knowledge other than through the Receiving Party's breach of this Agreement. SECTION 5: INTELLECTUAL PROPERTY 5.1 Ownership: Affiliate Partner acknowledges that the Company and its licensors own all rights, title, and interest in the service(s), product(s), and all intellectual property rights therein. Nothing in this Agreement gives Affiliate Partner any right, title, or interest in the service(s), product(s) or any associated trademarks, except the right to sell or service the service(s) or product(s) in accordance with this Agreement. SECTION 6: TERM AND TERMINATION 6.1 Term: This Agreement shall commence on the date first set forth above and will continue indefinitely unless and until terminated by either Party. 6.2 Termination without Cause: Either Party may terminate this Agreement without cause upon providing thirty (30) days' prior written notice to the other Party. Upon termination without cause, the terminating party is under no obligation to provide reasoning for the termination. 6.3 Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party: •Breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, unless such breach is such that it cannot be cured within thirty (30) days, in which case the breaching Party shall commence such cure promptly after receipt of such notice and continuously pursue such cure to completion; •Becomes the subject of a voluntary or involuntary bankruptcy, insolvency, reorganization, liquidation, dissolution, receivership, or similar proceeding, or otherwise ceases to do business; or •Fails to comply with any applicable laws or regulations, which may harm the reputation or business of the other Party. 6.4 Effect of Termination: Upon termination or expiration of this Agreement for any reason: • The rights granted to the Affiliate Partner under this Agreement will immediately cease; •The Affiliate Partner must promptly discontinue all promotion of the Company's products or services; and •Any fees owed to either Party at the time of termination or expiration will be paid according to the terms of this Agreement. 6.5 Survival: The rights and obligations of the Parties set forth in this Section 6 and any right, obligation, or required performance of the Parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration. SECTION 7: GENERAL PROVISIONS 7.1 Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the state of New Jersey. 7.2 Entire Agreement: This Agreement, including any exhibits and appendices, contains the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties with respect to the subject matter hereof. 7.3 Amendments: This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party. 7.4 Waiver: No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver. 7.5 Indemnification: Each Party agrees to indemnify and hold the other harmless from any claims, losses, damages, liabilities, or expenses incurred as a result of the negligent or intentional acts or omissions of the indemnifying Party. 7.6 Severability: If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 7.7 Notices: All notices or other communications required or permitted under this Agreement must be in writing through electronic mail, provided that receipt of the communication is confirmed. Notices should be addressed to the relevant Party at the address outlined in this Agreement. 7.8 Independent Contractor Relationship: It is understood that the Affiliate Partner is an independent contractor and not an agent, partner, or employee of the Company. The Affiliate Partner shall not have any authority to enter into any agreements or obligations on behalf of the Company. 7.9 Non-Exclusivity: The relationship between the Company and the Affiliate Partner is non- exclusive. Both Parties are free to enter into similar agreements with other parties unless otherwise specified in this Agreement. 7.10 No Assignment: The Affiliate Partner may not assign or transfer this Agreement, or delegate its obligations under this Agreement, without the Company's prior written consent. 7.11 Dispute Resolution: In the event of any dispute arising out of or related to this Agreement, the Parties agree to negotiate in good faith to resolve the dispute. If the Parties are unable to resolve the dispute, they agree to submit the dispute to mediation before resorting to litigation. EXHIBITSEXHIBIT A: AFFILIATE COMMISSIONS Company may halt or suspend Affiliate Partner’s participation anytime for any reason. This Exhibit A forms part of the Agreement and is subject to the terms and conditions of the Agreement. In the event of any conflict between the terms of this Exhibit A and the terms of the Agreement, the terms of the Agreement will prevail. This Exhibit outlines the commission structure that the Company will use to compensate the Affiliate Partner for each Qualified Sale. Commission Rate: The Affiliate Partner will receive a 10% commission of the net sales price (excluding any applicable taxes, shipping and handling fees, discounts, or returns) for each Qualified Sale. ReferralsAllow referrals from clicks within 30 daysEXHIBIT B: PERFORMANCE METRICS This Exhibit B forms part of the Agreement and is subject to the terms and conditions of the Agreement. In the event of any conflict between the terms of this Exhibit B and the terms of the Agreement, the terms of the Agreement will prevail. This Exhibit outlines the performance metrics the Affiliate Partner is expected to meet. Minimum Sales: The Affiliate Partner is expected to generate a minimum of $1000 Qualified Sales each month. EXHIBIT C: GUIDELINES AND RESTRICTIONSThis exhibit outlines the guidelines and restrictions for the Affiliate Partner to remain within The Program.WEBSITE GUIDELINESAffiliate Partner website(s) may not: •Be misleading nor deceptive. •Infringe on our or anyone else's intellectual property, publicity, privacy, or other rights.•Violate any law, rule, or regulation. •Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography, or sexually explicit materials. •Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information. •Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. This includes toolbars, browser plug-ins, extensions, and add-ons. Your acceptance in our program means you agree to and abide by the following. •You will only use the linking code we provide you for each banner, text link, or other affiliate link obtained from the affiliate interface without manipulation. •We reserve the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you. •All domains that use your affiliate link must be listed in your affiliate profile. •Your website will not in any way copy, resemble, or mirror the look and feel of our website. You will also not use any means to create the impression that your website is our website or any part of our website including, without limitation, framing of our website in any manner. •You may not engage in cookie stuffing or include pop-ups, or false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e. the page from where the click is originating). •Using redirects to bounce a click off a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking) is prohibited. If you are found redirecting links to hide or manipulate their original source, your current and past commissions will be voided or your commission level will be set to 0%. This does not include using "out" redirects from the same domain where the affiliate link is placed. •The maintenance and updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance. •It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights. •You will not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third-party seller appearing on our website unless you have an independent license for the display of such trademark or logo; use any data, images, text, or other information obtained by you from us or our website in connection with this Agreement only in a lawful manner and only in accordance with the terms of this Agreement. •We grant you a limited, nonexclusive, non-transferable, revocable right to use the graphic image and text solely for the purpose of your participation in the Program. You may not modify the graphic image or text in any way. All of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved. Should we decide to revoke your license, we will give you notice. •You acknowledge our ownership of our licensed materials, agree that you will not do anything inconsistent with our ownership and that all of your use of the licensed materials will inure to the benefit of, and on behalf of, the Program and, if requested, agree to assist us in recording this Agreement with appropriate government authorities. You agree that nothing in this Agreement gives you any right, title, or interest in the licensed materials other than the right to use the licensed materials in accordance with this Agreement. You also agree that you will not attack our title to the licensed materials or the validity of the Licensed Materials or this Agreement. •Use of any of our trademarked terms as part of the domain or sub-domain for your website is strictly prohibited.PPC GUIDELINESThe Affiliate Partner may not bid on any of our trademarked terms (which are identified below), including any variations or misspellings thereof for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook, or any other network unless given written permission from us first. The Affiliate Partner may not use our trademarked terms, including any variations or misspellings as in sequence with any other keyword (including, but not limited to 'Jool Baby Coupons', 'Jool Baby Discount Codes', 'Jool Baby Promo', etc). You may not use our trademarked terms in your ad title, ad copy, display name, or as the display URL. You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Customers must be directed to an actual page on your website. You may not bid in any manner appearing higher than us for any search term in position 1-5 in any auction-style pay-per-click advertising program. If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program and we strongly suggest you add our trademarked terms as negative keywords. We have a strict no-tolerance policy on PPC trademark bidding. If we discover brand bidding in PPC campaigns, you will be sent an email asking to remove the ads in question within 24 hours. If the ads are not removed within 24 hours you will be removed from the program permanently and all commissions associated with the violations will be reversed. TRADEMARKED TERMS The following list of trademarked terms should not be treated as an exhaustive list (but as a list of some of the prohibited terms): Joolbaby, Jool Baby, Jool Baby Products LLC, Joolbaby.com, www.Joolbaby.com, Jool Baby coupon, Jool Baby coupon code, Jool Baby discount, Jool Baby discount code, Jool Baby promo, Jool Baby promo code, Jool Baby sale, Jool Baby sales, Jool Baby deal, Jool Baby deals.COUPON GUIDELINES If you are enrolled in our Program and your website or social media account promotes coupon codes, you must adhere to our Coupon Guidelines as follows: •You may ONLY advertise coupon codes that are provided to you through the affiliate program. •Posting any information about how to work around the requirements of a coupon/promotion (i.e. first-time customers only) will result in removal from the program. •Coupons must be displayed in their entirety with the full offer, valid expiration date, and code. •You may NOT use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s). •You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer emails, paid search, or any other campaign. •You may NOT advertise your private code(s) on coupon/deal websites or on websites that you do not control. We actively monitor coupon usage and reserve the right to modify or cancel any issued codes if the terms are not observed. •You may NOT give the appearance that any ongoing offer requires clicking from your website in order to redeem. •Affiliates whose primary business is posting coupons, who are viewed by the program as being a coupon site, and/or who are tagged as a coupon affiliate in our system, may not be paid commissions for sales generated without a corresponding valid coupon code. Valid codes are defined as codes that are made available to the affiliate channel in general, directly or privately to affiliates. Coupon codes that are not real, expired, not specific or are long-term, sitewide offers that do not require a code may not be considered valid codes and the affiliate will not be given commission on these orders. SUB-AFFILIATE NETWORKS Promoting us through a sub-affiliate network is permitted, however, you must be completely transparent with regard to where traffic from your sub-affiliates originated. Sub-affiliate networks must ensure that all sub-affiliates promoting the Program adhere to our terms and conditions. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaign. Sub-affiliate networks must also receive approval prior to allowing any type of coupon sub-affiliate to promote the Program. Failure to comply with our sub-affiliate network terms may result in a loss and/or reduction of commission from sales made through any sub-affiliate that does not comply with our terms. ADVERTISING & PUBLICITY You shall not create, publish, distribute, or print any written material that makes reference to our Program without first submitting that material to us and receiving our prior written consent. If you intend to promote our Program via email campaigns, you must adhere to the following: •Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program. •Email must be sent on your behalf and must not imply that the email is being sent on behalf of us. •Emails must first be submitted to us for approval prior to being sent or we must be sent a copy of the email. SOCIAL MEDIA Promotion on Facebook, Twitter, Instagram, YouTube, and other social media platforms is permitted following these general guidelines: •You are allowed to promote offers to your own lists; more specifically, you're welcome to use your affiliate links on your own Facebook, Instagram, etc. pages•You are prohibited from posting your affiliate links on our Facebook, Twitter, Pinterest, etc. accounts or company pages in an attempt to turn those links into affiliate sales. •You are prohibited from running Facebook ads with our trademarked company name. •You are prohibited from creating a social media account that includes our trademark(s) in the page name and/or username. OPERATIONS OUTSIDE UNITED STATES If you are conducting business in or taking orders from persons in other countries, you will follow the laws of those countries. For example, you will comply with the European Union's Privacy and Electronic Communications Directive, as well as the General Data Protection Regulation (GDPR), if you are conducting business in or taking orders from persons in one or more of the European Union countries. FTC DISCLOSURE REQUIREMENTS You shall include a disclosure statement within any and all pages, blog/posts, or social media posts where affiliate links for our affiliate program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure. •Disclosures must be made as close as possible to the claims. •Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. •Pop-up disclosures are prohibited. For more information about FTC disclosure requirements, please review https://www.ftc.gov/business-guidance/resources/disclosures-101-social-media-influencersRIGHTS AND OBLIGATIONS We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our website are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Program. We reserve the right to terminate this Agreement and your participation in the Program immediately and without notice to you should you commit fraud in your use of the Program or should you abuse this Program in any way. If such fraud or abuse is detected, we shall not be liable to you for any commissions for such fraudulent sales.