Little Big Playroom (US)

This Marketing Affiliate Agreement for AWIN Users and the attached Exhibit A (together, the “Agreement”) is by and between Little Big Playroom (“Brand”) and the person accepting this Agreement as a marketing affiliate of Brand (“You” or “Affiliate”). This Agreement effective as of the date you accept this Agreement by clicking a box indicating its acceptance, or otherwise taking such action that indicates its acceptance, via AWIN or otherwise. THIS AGREEMENT INCLUDES A PROVISION WAIVING THE RIGHT TO PURSUE ANY CLASS, GROUP, OR REPRESENTATIVE CLAIM AND REQUIRING YOU AND BRAND TO PURSUE CERTAIN DISPUTES THROUGH INDIVIDUAL ARBITRATION.

1. Authorization and Relationship. Subject to Your compliance with this Agreement, Brand hereby grants You a non-exclusive, non-transferable, and non-assignable right to promote and market Brand’s products (“Products”) to prospective customers. You shall not represent yourself as an agent of Brand for any purpose. You acknowledge that this Agreement does not create any partnership, joint venture, employment, or agency relationship with Brand.
2.  Marketing and Promotion. Any advertising materials to be used by You (other than the materials provided by Brand) shall be at your own cost and expense. You shall clearly and conspicuously disclose that you are being compensated by Brand for promotion of the Products.
3. Referral Fee; Referral Process; Payment. As consideration for any and all efforts by You to promote the Products hereunder, You will be paid a commission (the “Referral Fee”) in the amount set forth in the applicable affiliate offer presented by Brand from time to time via AWIN for each customer referred by You to Brand who meets all of the requirements of such offer and is accepted by Brand as set forth in the offer (each a “Referral Customer”). The procedure for You to refer potential customers to Brand here under and the applicable commission calculations and payments, including the timing of payments, to You for Referral Customers will be as described in the applicable offer presented by Brand directly and/or via AWIN, as may be updated from time to time. Brand reserves the right to withhold or charge back from You any Referral Fees on any sale that involves fraudulent activity or for any other reason that would require termination of or refund of the sale in Brand’s sole discretion.
4. Referral Customers. Brand is responsible for all account-related activities with the Referral Customers, including billing and collecting fees from all Referral Customers, and may communicate directly with the Referral Customers at any time. Brand shall determine the prices that it will charge Referral Customers for the Products and will have the right alter any prices for the Products, or reject or discontinue sales of the Products or any part thereof, with respect to any Referral Customer at any time in its sole discretion.
5. Intellectual Property Rights. You acknowledge that Brand owns all rights, title, and interest in any of Brand’s current or future worldwide rights under patent, copyright, trade secret, and trademark law and other similar rights (“IP Rights”), including the trademarks and trade names associate with Brand and its products (the “Brand Marks”). Your use of the Brand Marks is limited to promoting the Products as permitted in this agreement. You gain no ownership or other rights in the Brand Marks or the Products, except for the limited license granted here. You agree not to challenge Brand's ownership or use of the Brand Marks or Products. Any feedback or suggestions you provide to Brand may be used by Brand without compensation to you.
6. Brand’s Use of Your Content. You agree that Brand shall have the right to throughout the Term (a) use Your name, likeness, and

social media handles on Brand’s social media channels; and (b) re-post, redistribute and/or use content you create under this Agreement and any content you create in which you tag Brand or use a Brand Spark code (“Your Content”) natively on Brand’s social media channels and in paid ads. If Brand elects to use Your content in paid ads, You will be paid a Referral Fee in an amount specific to the ad usage and communicated to you by Brand in connection with the relevant campaign offer, either via AWIN, or directly by Brand. You shall retain full and exclusive ownership of Your Content created under this Agreement, excluding any Brand intellectual property depicted therein. Following the expiration and/or termination of the Term, Brand shall have no obligation to remove or take down any previously posted content, including but not limited to links thereto, re-posts or repurposed content, and Your Content may reside on Brand social media feeds in perpetuity.

1. Confidentiality. For purposes of this Agreement, (“Confidential Information”) means information disclosed by a party to the other party under this agreement that is marked as confidential or would normally be considered confidential under the circumstances. Without limiting the foregoing, the Referral Fee and any information obtained through the Products are Confidential Information of Brand. Notwithstanding the foregoing, Confidential Information does not include information that: (a) the recipient already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party. Each party will: (a) protect the other party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information, but in no eventless than reasonable care; and

(b) not disclose the Confidential Information, except to affiliates, employees, agents and professional advisors who need to know it and who have agreed in writing to keep it confidential. Notwithstanding the foregoing, each party may disclose the other party's Confidential Information when required by law, but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.

1. Publicity. You will not issue any press release, public announcement, or public statement regarding the existence or content of this Agreement or issue any materials containing Brand’s name, Brand Marks, logos, domain names, or other distinctive brand features of Brand without Brand’s prior written approval.
2. Termination. Either party may terminate this Agreement at any time and for any reason upon 15 days’ written notice to the other party via email at the address provided by each party. You agree to keep your contact information up to date on the AWIN, platform.
3. Effect of Termination. Upon any termination or expiration of this Agreement: (i) all rights and licenses granted by Brand to You hereunder will immediately cease; and (ii) You shall no longer market or promote the Products and will remove all references to Brand and/or the Products from your socials. Termination or expiration of this Agreement, in part or in whole, will not limit either party from pursuing other remedies available to it. Upon termination of this Agreement, Referral Fees properly payable prior to the effective date of termination or expiration will be paid as set forth in the applicable offer. You hereby waive any right to renewal of this Agreement or to any damages or compensation for any expiration or termination of this Agreement.
4. Representations. You represent and warrant that: (a) You will comply with the terms and conditions of this Agreement, all applicable laws and regulations, and any policies related to the Products, as such policies may be modified by Brand from time to time, in your marketing and promotion of the Products; (b) you will not make any unauthorized, false, misleading, or illegal statements in connection with this Agreement or regarding the Products and will not make any representation or warranty that is inconsistent with this Agreement or Brand’s written materials regarding the Products as provided by Brand to You or otherwise made publicly available by Brand; and (c) the execution of this Agreement, and Your performance hereunder, will not breach or otherwise violate any agreement to which You are a party, or violate any rights of any third parties arising from those agreements.
5. Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, BRAND, ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE SERVICES, AND EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. YOU HEREBY WAIVE ANY RIGHTS THAT YOU MIGHT OTHERWISE HAVE IN CONNECTION WITH THIS SECTION.BRAND WILL NOT BE OBLIGATED UNDER THIS AGREEMENT TO TAKE OR REFRAIN FROM TAKING ANY ACTION THAT IT BELIEVES, IN GOOD FAITH, WOULD CAUSE IT TO BE IN VIOLATION OF ANY LAWS OFANY APPLICABLE JURISDICTION.
6. Limitation of Liability. NEITHER BRAND NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICES, EVEN IF BRANDHAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, BRAND’S AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICESWILL NOT EXCEEDTHE TOTAL COMMISSION INCOME PAID OR PAYABLE TO YOU UNDER THESE TERMS IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THESE TERMS.
7. Indemnification. BRAND WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE OPERATION OF YOUR SOCIAL CHANNELS(S) OR YOUR VIOLATION OF THESE TERMS, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD BRAND AND ITS RESPECTIVE AFFILIATES AND LICENSORS, AND BRAND’S AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR SOCIAL CHANNELS(S) OR ANY MATERIALS THAT APPEAR ON THEM, INCLUDING THE COMBINATION OF YOUR TIKTOK CHANNELS(S) OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) YOUR USE PARTICIPATION IN THE SERVICES,(C) YOUR VIOLATION OF ANY PART OF THESE TERMS, OR (D) YOUR NEGLIGENCE OR WILLFUL MISCONDUCT.
8. Miscellaneous.
   1.  Non-Disparagement. You shall not make or authorize any defamatory statements about Brand or its products/services. Any act by You that brings Brand into public disrepute, contempt, scandal, or ridicule, or shocks or offends the community, or any criminal conviction, will be considered a material breach of this Agreement. Upon such a breach, Brand may terminate this Agreement immediately and will not owe any further obligations to You.
   2.  Notices. All notices must be in writing and addressed to the other party at the address provided by the party. Notice will be deemedgiven: (a) when delivered by personal courier,(b) three (3) business days after sending via certified mail, or

(d) when delivered if sent by email.

1.  Assignment. You may not assign or transfer any part of this Agreement, including without limitation, by change of control or an assignment by operation of law, without Brand’s prior written consent.
2.  Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, epidemic or pandemic, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.
3.  No Waiver; Severability. Failure to enforce any provision of this Agreement will not constitute a waiver. If any provision of this Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose.
4.  Governing Law; Jurisdiction. This Agreement is governed by the laws of the State of California, excluding its choice of law rules. Any dispute arising out of or relating to this Agreement shall be resolved by final and binding arbitration administered by JAMS in Los Angeles County, California, in accordance with its Streamlined Arbitration Rules. The arbitration shall be conducted on an individual basis, not class-wide. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
5.  Survival. Upon expiration or termination of this Agreement, the rights and obligations of the parties will cease, except for the rights and obligations in all provisions of this Agreement which by their nature contemplate performance or applicability after the expiration or termination hereof, which will survive termination or expiration of this Agreement.
6.  Entire Agreement; Amendments; Counterparts; Priority. This Agreement and the applicable offer(s) constitute the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. Any amendments to this Agreement must be in writing and signed by both parties hereto. The parties may execute this Agreement electronically (including, without limitation, via Your acceptance of this Agreement via AWIN). If there is any conflict between the terms of this Agreement, an offer presented via AWIN, or any agreement presented by AWIN, with respect hereto, the terms of this Agreement will control.