BABONBO AFFILIATE PROGRAM
TERMS & CONDITIONS



Introduction

This Babonbo Affiliate Program Terms and Conditions ("Affiliate T&C") outlines the terms of our partnership with you and includes important information regarding your legal rights, remedies, and obligations. By accepting this Affiliate T&C and becoming a Babonbo Affiliate, you agree to comply with and be bound by the terms and conditions stated in this Affiliate T&C. Carefully review these terms and conditions of the Affiliate T&C and take legal advice from a legal professional before accepting this Affiliate T&C, if necessary.

Please note that if any changes are made to this Affiliate T&C, they will go into effect immediately. Once you accept this Affiliate T&C and have joined the program, you irrevocably agree to any changes to be made by Babonbo. If any material changes (which may strongly impact the responsibilities and obligations of the parties) are to be made to these Affiliate T&C. In this case, we will notify you at least 7 days before their effective date.

As a Babonbo Affiliate, you will have access to materials Babonbo have in place for the Affiliate Program, which include the Babonbo logo, service descriptions, offers, taglines, and other artwork and marketing materials "Babonbo Materials”. These assets can be used on any website, mobile website, mobile application, platform or other online services you own or operate (referred to as "Affiliate Sites").

You will also be given a unique tracking URL, known as the "Affiliate Link," which directs users to the Babonbo website at www.babonbo.com. This link includes tracking technology that allows Babonbo to identify you as the source of any sale of Babonbo services to users of the Affiliate Sites for profit-sharing purposes.

Please note that there are limitations to the use of the Babonbo Materials and the Affiliate Link. You are not permitted to: (a) promote that Babonbo endorses any products or services other than the ones Babonbo promotes in its website or application; (b) misrepresent the relationship between you and Babonbo or present any false information about Babonbo; (c) use any Babonbo trade names, trademarks, or service marks once Babonbo notifies you not to use or cease using them ; (d) bid on any search engine keyword or a term containing the word “Babonbo” “baby gear rental”, “crib rental”, “car seat rental”, “stroller rental”, “toy rental”, “high chair rental”, including any misspellings, variations, combinations, or derivatives thereof, or any other keywords that have a meaning similar to the listed keywords herein, or the keywords have a similar or equivalent meaning in any language or any future brand names Babonbo may use.

Dashboard

As a Babonbo Affiliate, you can access an affiliate dashboard on the www.refersion.com website. This dashboard will contain your Affiliate Link, Babonbo Materials, a link to a PayPal account for profit-sharing purposes, various reports, and more. To access the affiliate dashboard, you must set up a user ID and password in accordance with the directions of the Babonbo website and this Affiliate T&C.

Please note that the affiliate dashboard may only be accessed and used for the purpose of participating in the Babonbo Affiliate Program, and only for as long as you remain an active participant. You are responsible for all activity conducted through your affiliate dashboard account, and you agree to maintain the confidentiality of your user ID and password. If you suspect any improper use of your account, please notify us immediately through the communication channels we provided you.

Babonbo reserves the right to suspend your access to the Affiliate Dashboard without notice or liability if we believe that you are not in compliance with these Affiliate T&C.

Babonbo also reserves the right to choose another affiliate dashboard for your affiliate program. In this case, Babonbo will inform you 7 days in advance and have you transfer your affiliate account to the new affiliate dashboard.

By agreeing to this Affiliate T&C, you explicitly consent to Babonbo and the affiliate marketing partners of Babonbo (including but not limited to www.reffersion.com) to share and receive any information or personal data or any other data which is related to you, your company or the Affiliate Sites, with each other or any other third parties.

Revenue Share:

Revenue Share is an essential component of the Babonbo Affiliate Program. When a user clicks through to the Babonbo Site via your Affiliate Link and makes a baby gear rental reservation, and then the Babonbo provider accepts the reservation/order, the Affiliate becomes entitled to receive “Base Commission” stated under “Commission & Business Details” of Babonbo, as revenue share (“Revenue Share”). To qualify for the Revenue Share, the user must complete a reservation within the number of days stated in “Cookie Days” under “Commission & Business Details” of their latest click-through. The user should not have clicked through from any other Babonbo affiliate site anytime before clicking through your affiliate site.
The "Order Value'' refers to the total amount of baby equipment rental value and additional delivery and pickup service value(if there is any in the reservation) minus Babonbo User Fee. It excludes any commission that Babonbo takes from the customer (such as Babonbo User Fee or any other fees) on top of the Order Value, any applicable taxes or tips payable.


By accepting this Affiliate T&C, you agree and accept the net profit amount calculated and notified to you by Babonbo related to orders placed via your Affiliate Link.

Please note that special incentives, such as promotional codes or increased Revenue Share, may be offered to some or all of our affiliates from time to time. This should be agreed upon in writing through the communication instruments you have registered with Babonbo and/or via Affiliate Dashboard.

In case of a cancellation of an order or a refund related to an order, the Affiliate shall not be entitled to receive any Revenue Share. In cases where the cancellation or refund takes place after an Affiliate has already received the Revenue Share, Babonbo may deduct the related amount of the Revenue Share transferred to the Affiliate from the next Revenue Share payment to the Affiliate.

Babonbo shall make your Revenue Share available for withdrawal to your PayPal account within 7 days after the end of a reservation or appointment. The Revenue Share will be determined based on the conversions recorded on the Babonbo system via your Affiliate Link.

As an affiliate, you are responsible for any applicable sales, use, duty, VAT, excise or any other tax arising from the transactions contemplated by this Affiliate T&C, except for taxes based on Babonbo’s share in the profit made.

It's essential to note that Babonbo cannot guarantee that the inclusion of Babonbo Materials on the Affiliate Sites will result in click-throughs to the Babonbo Site or generate Babonbo Profit.

Babonbo Affiliate Program Termination

By agreeing to this Affiliate T&C, you acknowledge that you are joining the Babonbo Affiliate Program as an affiliate and that Babonbo has the right to discontinue your participation in the program, or the program itself, at any time at Babonbo's discretion. If Babonbo decides to terminate your participation in the affiliate program, they will provide written notice via either the Affiliate Dashboard or your email address registered with Babonbo. Alternatively, you may also choose to discontinue your participation in the program at any time, for any reason, by providing written notice to Babonbo.

Upon the termination of your participation in the affiliate program, Babonbo will pay you any Revenue Share you have validly earned through and including the effective date of termination. You are required to immediately remove the Babonbo Materials and your Affiliate Link from all Affiliate Sites.

Additionally, both parties are obligated to return or remove any Confidential Information belonging to the other party that is in their possession upon written request by the other party of this Affiliate T&C, either you or Babonbo. Sections Confidentiality), Limitations on Liability, Indemnification, and Miscellaneous, as well as any other provisions that should naturally survive termination, will continue to be in effect even in case of termination.

Intellectual Property:

You accept and agree that you authorize Babonbo to use your name, logo, trade names, trademarks, and service marks ("Affiliate Marks") on its website, mobile application, platform and in its marketing materials.

Babonbo owns all rights, titles, and interests in Babonbo Materials and the Babonbo Site, including any intellectual property rights. You are granted a non-exclusive, non-transferable, non-sublicensable, worldwide, fully-paid license to use and display the Babonbo Materials in accordance with these Affiliate T&C. You must comply, at all times, with any written guidelines provided by Babonbo for the use of the Babonbo Materials, and all goodwill associated with their use will benefit Babonbo.

You own all rights, titles, and interests in the Affiliate Marks and the Affiliate Sites, including any intellectual property rights. Babonbo is granted a non-exclusive, non-transferable (except as expressly set forth in these Affiliate T&C), non-sublicensable, worldwide, fully-paid license to use and display the Affiliate Marks in accordance with these Affiliate T&C. Babonbo must comply with any written guidelines provided by you for the use of the Affiliate Marks, and all goodwill associated with their use will benefit you.

Representations and Warranties

Mutual Representations

Each party represents and warrants to the other party that: (a) it has the full corporate right, power, and authority to enter into these Affiliate T&C and to perform its obligations hereunder; (b) the performance by it of its obligations hereunder does not and will not violate any agreement to which it is a party or by which it is otherwise bound; (c) these Affiliate T&C constitute the legal, valid, and binding obligation of it, enforceable against it in accordance with its terms; (d) it acknowledges that the other party makes no representations, warranties, or agreements related to the subject matter hereof that are not expressly provided for in these Affiliate T&C; and (e) it possesses all authorizations, approvals, consents, licenses, permits, certificates, or other rights and permissions necessary to grant the rights granted by it under these Affiliate T&C and to perform its obligations under these Affiliate T&C.

Babonbo Representations

Babonbo represents and warrants to you that: (a) neither the Babonbo Materials nor your Affiliate Link violates or infringes the intellectual property rights of any third party; (b) the Babonbo Site does not include any content that may reasonably be considered obscene, defamatory, harassing, offensive, malicious, or liable to incite violence, racial hatred, or acts of terrorism; and (c) its activities pursuant to these Affiliate T&C and the Babonbo Site will comply with all applicable laws, rules, and regulations.

Affiliate Representations.

You represent and warrant to Babonbo that: (a) neither the Affiliate Marks nor the Affiliate Sites violate or infringe the intellectual property rights of any third party; (b) the Affiliate Sites (i) do not include any content that may reasonably be considered obscene, defamatory, harassing, offensive, malicious, or liable to incite violence, racial hatred, or acts of terrorism; (ii) each post a privacy policy that discloses that tracking technologies from third parties may be present on the Affiliate Sites and otherwise provides adequate notice of the activities contemplated by these Affiliate T&C; and (iii) comply with all applicable laws, rules, and regulations.

Babonbo provides the Babonbo Materials, Affiliate Link, and Affiliate Dashboard on an "as is" basis, to the fullest extent permitted by law. Except for the warranties expressly set forth in these Affiliate T&C, Babonbo disclaims all warranties, whether express or implied, including but not limited to warranties of satisfactory quality and fitness for a particular purpose. The performance of the Affiliate Link and Affiliate Dashboard is subject to the actions of third parties outside of Babonbo's control, and therefore Babonbo specifically disclaims any warranty that the use or operation of the Affiliate Dashboard and Affiliate Link will be uninterrupted or error-free. Babonbo also does not warrant that the Affiliate Link will always accurately record click-throughs or that the Affiliate Dashboard and Affiliate Link will be free of viruses or malicious code. You hereby acknowledge that you shall accept the recorded click-throughs numbers announced by Babonbo and the related Revenue Share amount.

Confidentiality

Definition of Confidential Information. The term “Confidential Information” refers to any information disclosed during our relationship which should reasonably be considered confidential or proprietary to the disclosing party. This includes but is not limited to, material terms of these Affiliate T&C, technical processes and formulas, source codes, product designs, sales, cost and other financial information, product and business plans, projections, and marketing data.

Each party agrees: (a) to protect and safeguard the other party’s Confidential Information against unauthorized use, publication, or disclosure using the same degree of care used to protect its own Confidential Information and not less than reasonable care; (b) to limit access to the other party’s Confidential Information to officers, directors, employees, agents, attorneys, accountants, investment advisors, and contractors who have a need to know and have confidentiality obligations that provide substantially similar protection to the Confidential Information as these Affiliate T&C do; and (c) not to use, or allow others to use, the other party’s Confidential Information except as necessary to perform obligations or exercise rights under these Affiliate T&C.

The above obligations do not apply to information that: (a) the receiving party already knows without restriction on use or disclosure at the time of communication; (b) becomes publicly known through no wrongful act or inaction of the receiving party; (c) is rightfully received from a third party authorized to make such communication, without restriction on use or disclosure; or (d) has been independently developed by the receiving party without using the Confidential Information of the other party. If a party is required to disclose Confidential Information by court order, governmental authority, law, or regulation, the party will, if possible, give the other party notice and assist it in obtaining an order to protect the Confidential Information from public disclosure or to limit the scope of the disclosure.

Each party acknowledges that any disclosure or misappropriation of the other party’s Confidential Information violating these Affiliate T&C may cause irreparable harm. Therefore, the disclosing party has the right to seek an order from a court of competent jurisdiction to restrain further disclosure or misappropriation and to seek other relief as it deems appropriate. This right is in addition to other available remedies at law or in equity.

Limitations on Liability

The following limitations will apply to both parties involved in transactions contemplated by these terms:

Neither party will be liable for any indirect, punitive, incidental, special, or consequential damages arising out of nor related to these terms, including but not limited to lost profits, lost data, or loss of goodwill. This limitation applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if a party has been advised of the possibility of such damages, and notwithstanding any failure of essential purpose of any limited remedy.

Except in connection with (a) a breach of a party’s obligations with respect to confidential information, (b) a party’s obligation to indemnify the other party under these terms, or (c) a party’s gross negligence or willful misconduct, in no event will either party’s liability under these terms exceed the amount paid by Babonbo to you in the six months immediately preceding the date on which the cause of action relating to the liability arose.

Indemnification

In connection with these Terms and Conditions, each party agrees to indemnify, defend, and hold harmless the other party, as well as its affiliates, employees, representatives, agents, directors, officers, managers, and shareholders, from any and all liability resulting from any third-party claims ("Claim"). Such liability may include damages, losses, costs, settlements, judgments, awards, fines, penalties, interest, liabilities, or expenses (including reasonable attorneys' fees and disbursements, as well as court costs) ("Liability").

Liability may arise from the following: (a) actual or alleged breaches of these Terms and Conditions by either party; (b) actual or alleged fraud, misrepresentation, or violations of applicable laws, rules, or regulations by either party; (c) Babonbo's offering or provision of its services or the Babonbo Site; (d) your offering or provision of any product or service or Affiliate Sites.

If a party becomes aware of a Claim that falls under the indemnification obligations of the other party, it must promptly notify the indemnifying party of the Claim. The indemnified party may, at its own expense, retain counsel to participate in the defence and disposition of the Claim. The indemnifying party may not settle, compromise, or dispose of any Claim without the consent of the indemnified party unless such consent is unreasonably withheld or delayed, and failure to promptly notify the indemnifying party will only relieve it of its indemnification obligations to the extent that such failure has materially prejudiced its defence of the Claim.

Miscellaneous

Independent Contractors

The parties acknowledge and agree that they are independent contractors and nothing in these Affiliate T&C creates a partnership, joint venture, or agency relationship between them. Neither party has the authority to bind the other party or incur any obligation or liability on behalf of the other party.

Assignment

No party may transfer or delegate its rights or obligations under these Affiliate T&C, either in whole or in part, without the prior written consent of the other party, provided that such consent shall not be unreasonably withheld or delayed. However, Babonbo may transfer its rights and obligations under these Affiliate T&C to a third party without your consent in connection with the sale, assignment, transfer, or conveyance of all or substantially all of its business or assets. These Affiliate T&C shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Force Majeure

Neither party will be held responsible for any failure or delay in the performance of their obligations under these Affiliate T&C if the failure or delay arises from causes beyond their reasonable control, including without limitation, earthquakes, floods, fires, natural disasters, acts of God, acts of civil or military authority, government priorities, labour controversies, civil disturbances, terrorism, epidemics, quarantines, energy crises, wars, or riots.

Notice.

Any notices required or permitted to be given under these Affiliate T&C will be deemed to have been given when delivered by email, overnight delivery service (confirmed by a signed receipt), certified mail (return receipt requested), or personal delivery (confirmed in writing by the deliverer) or written communication through Affiliate Dashboard. Notice will be considered given as of the date on which confirmation of receipt is made.

Personal Data Processing

You consent to the Babonbo holding and processing data relating to you for legal, personnel, administrative and management purposes and in particular to the processing of any "sensitive personal data" according to the UK General Data Protection Regulation and/or any other local data protection laws that may be applicable to our partnership with you depending on your residency or citizenship (such as information about your physical or mental health or condition in order to take decisions as to your fitness for work, your racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation or information relating to any criminal proceedings in which you have been involved for insurance purposes and in order to comply with legal requirements).

Entire Agreement

These Affiliate T&C constitute the entire agreement between the parties and supersede all prior agreements and understandings with respect to the subject matter hereof.

Amendment

No amendment or waiver of any provision of these Affiliate T&C will be effective unless in writing and signed by both parties.

No Waiver

The failure of either party to enforce any provision of these Affiliate T&C will not be deemed a waiver of such provision or of the right to enforce such provision.

Expenses.

Each party is responsible for its own expenses incurred in connection with the performance of its obligations under these Affiliate T&C.

Feedback.

If you provide us with any feedback, comments, suggestions, enhancement requests, or recommendations (collectively, "Feedback"), you acknowledge and agree that we own all rights, title, and interests, including any intellectual property rights, in and to the Feedback, and that we may use the Feedback for any purpose without obligation of any kind to you.

Severability.

If any provision of these Affiliate T&C is held to be invalid or unenforceable under applicable law or by a court with jurisdiction over the parties, such provision shall be revised to reflect the parties' original intent as closely as possible and the remaining provisions shall remain in full force and effect.

Jurisdiction and Governing Law;

This Affiliate T&C and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.


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