These Terms and Conditions ("Agreement") govern the affiliate program ("Program") between Freddo Toys ("Company") and the affiliate ("Affiliate"). By participating in the Program, the Affiliate agrees to abide by the terms set forth below.1. Scope of Services1.1 Affiliate's ResponsibilitiesThe Affiliate shall market, promote, and direct potential customers to the products and services offered by Freddo Toys, using specific URLs provided by the Company.1.2 EffortThe Affiliate agrees to use their best efforts to actively and effectively advertise, market, and promote the Company's products and services.2. Commission2.1 Net Revenue DefinitionThe Company shall pay the Affiliate a commission based on the Net Revenue generated from customers referred by the Affiliate’s efforts. "Net Revenue" shall be defined as the purchase amount paid by customers referred by the Affiliate, minus any refunds and returns. 2.2 Commission RateThe Affiliate will receive a commission of 5% of Net Revenue. The Affiliate will not receive commission on sales taxes, duties, or any other charges related to the sale of the Company’s services.2.3 Payment ScheduleThe commission will be paid monthly, within 20 days following the end of each month. The Affiliate will receive a monthly report detailing the Net Revenue and the calculation of the commission.3. Term and Termination3.1 Term of AgreementThis Agreement will begin on the Effective Date and will continue until terminated by either party with 7 days' written notice.3.2 Termination and PaymentUpon termination of this Agreement, the Affiliate will be entitled to any unpaid commissions earned on or prior to the date of termination.4. Liability and Indemnity4.1 IndemnificationEach party agrees to indemnify, defend, and hold the other party harmless from any claims or actions brought by a third party relating to the negligence, gross negligence, or intentional misconduct of the other party, including costs and attorneys' fees.4.2 Limitation of LiabilityNeither party shall be liable for any special, indirect, incidental, punitive, or consequential damages arising from or related to this Agreement.5. Data Privacy and Protection5.1 Compliance with Data LawsThe Affiliate agrees to comply with all applicable data protection laws and regulations in relation to the handling of user data obtained through the Program.5.2 Confidentiality of User DataThe Affiliate shall not disclose, or allow any third party to access, any user data without the prior written consent of Freddo Toys.6. Confidentiality6.1 Non-DisclosureBoth parties agree not to disclose or use the other party’s proprietary information without prior written consent. This confidentiality provision shall remain in effect even after the termination of this Agreement.7. Governing Law and Jurisdiction7.1 Governing LawThis Agreement shall be governed by and construed in accordance with the laws of Canada.7.2 JurisdictionAll disputes arising under or in relation to this Agreement shall be subject to the exclusive jurisdiction of the courts of Canada.8. Prohibited ActivitiesThe Affiliate is prohibited from engaging in the following activities:TM+ Bidding: The Affiliate shall not engage in trademark bidding (e.g., using the Company’s trademark in paid search ads).Direct Linking: The Affiliate must not use direct linking methods to direct users to the Company’s site without prior approval.Adult Traffic: The Affiliate shall not engage in the promotion of the Company’s products and services through adult traffic or related websites.Cloaking: The Affiliate is prohibited from using cloaking techniques or misleading the user regarding the nature of the products or services being promoted.Email Lists: The Affiliate shall only use email lists that comply with all applicable laws and regulations, including but not limited to data protection and privacy laws such as the CAN-SPAM Act, GDPR, and other relevant legislation. The Affiliate must obtain explicit consent from individuals on the email list and ensure all marketing emails sent are opt-in and include a clear method for recipients to unsubscribe.The Company reserves the right to terminate the Affiliate's participation in the Program immediately if any of these prohibited activities are detected.9. Entire Agreement9.1 IntegrationThis Agreement constitutes the entire understanding between the parties concerning this transaction and supersedes all previous communications, representations, and agreements, whether verbal or written, between the parties.By participating in the Freddo Toys Affiliate Program, the Affiliate acknowledges that they have read, understood, and agree to these Terms and Conditions.Freddo ToysMarc YottAffiliate Managermarc.yott@freddotoys.com
