Under these Terms, the following terms are defined as follows:
We, My Little Panda Limited, with a registered office at 64 Orchard Place Docklands E14 0JW, will be referred to as "My Little Panda", in such terms and conditions by the words "we", "us" and "our".
As an affiliate, you are referred to as "you", "your" or "yours".
When we refer to an Affiliate Account, we mean the account you set up when you become a member.
Our affiliate program refers to a program that allows individuals to promote our brand by registering with us as affiliates.
A "Confidential Information" is any document, information, material, and any other proprietary information that we provide to you that could reasonably be considered confidential.
The term "intellectual property", as used herein, refers to all intellectual property rights (including, without limitation, patents, utility models, trade and service marks, trade names, domain names, copyrights, moral rights, topography rights, database rights, as well as an application for registration of any of these rights. The definition also includes all rights of a similar nature or having equivalent or similar effects wherever they may exist.
The term "Terms" refers to these Affiliate Terms and Conditions.
We refer to our website as mylittlepanda.co.uk.
Establishing an affiliate account and earning commissions
You may sign up for an Affiliate Account by completing the online sign-up form on our website. You will receive a unique link that you may post on your site and on social media platforms and distribute to others. Each time a user clicks on this link, the cookie will be placed on that user's computer. When a sale is made through this link, you will receive a commission at the rate described on our website. Commissions will be paid on the sale price of our products only, and no commissions will be paid on delivery or sales taxes.
Our Affiliates are paid periodically via PayPal, so you will be required to have a PayPal account set up in order to receive payment. If you change your PayPal email address you are responsible for updating your account so that payments reach you. By not updating your PayPal email address you forfeit your Affiliate payments.
Affiliate payments are made on the last Friday of the following month:
Affiliate payments are gross payments. As such, you are responsible for declaring and paying any taxes or insurance due on these payments. My Little Panda shall not be held liable for any claims, losses, damages or claims resulting from your failure to declare and pay those sums.
My Little Panda and Affiliates Relationship.
Both you and My Little Panda are independent contractors. You agree not to represent yourself or My Little Panda in any capacity.
Moreover, you agree to not represent or indicate that you act on behalf of or can bind My Little Panda in any way. Accordingly, you agree not to enter into any contract on My Little Panda's behalf or to bind My Little Panda in any way.
- Your obligations as an affiliate of My Little Panda
As an affiliate, you agree to:
(a) in relation to your responsibilities as our Affiliate, you will comply with our reasonable instructions and requests;
(b) to always present My Little Panda and our products in the very best light and as we would choose to do so ourselves, and to avoid publishing any statements that are disparaging or negative;
(c) to promptly inform us of any inquiries regarding My Little Panda or our products;
(d) Make yourself familiar with our products, their features, functionality, pricing, performance, and availability;
(e) bear all costs and expenses associated with your role as an affiliate for My Little Panda.
Discontinuation of inactive accounts and closure of inactive accounts.
Our Affiliates are under no obligation to meet quotas or guarantee sales. Any Affiliate account that has been inactive for a period of one (1) year will be closed. Clicks made to the unique link associated with that account will not be registered to that account, and no commission will be paid in relation to any sales made through this link.
It is possible to terminate your membership of our Affiliate programme at any time, for any reason, by notifying us of your desire to do so. Your account will then be closed so that any clicks made using your unique link will no longer be attributed to you. Your commission will be paid to you within two (2) months after the date that your account is closed if it has not already been paid to you at that time.
We may terminate your membership in our Affiliate programme at any time, for any reason, by sending you a thirty (30) day written notice. The clicking of your unique link will no longer be associated with your account at the end of the thirty (30) day period. On our next payment date, you will be paid any commissions which have not already been paid to you at the time that your account is closed.
In addition, we have the right to terminate your membership of the Affiliate program with immediate effect if you breach any of these Terms and do not resolve the issue within fourteen (14) days after being notified of it. Unless you correct the relevant breach within this time period, we will close your account, which means that all clicks made using your unique URL will no longer be registered to your account. Upon closing your account, no further commissions will be due, including any commission that has accrued to your account but has not yet been paid to you.
The right to terminate your membership is in addition to the termination provisions above. If either of us is declared bankrupt, enters into an insolvency suit, or becomes subject to a court order for administration, either of us may terminate our membership immediately.
If you choose to terminate, your rights do not preclude any other right or remedy that may be available to you or us.
If your membership in our Affiliate Program is terminated for whatever reason, you will be entitled to receive any unpaid commissions that are registered on your Affiliate Account, unless payment is excluded for any of the reasons listed above. My Little Panda is not responsible for providing compensation of any kind to you.
We will not be obligated to you in any way after the termination of your Affiliate Account unless otherwise stated in these Terms.
Privacy and Data Protection
The following link will take you to our Privacy and Cookies policy, which explains how we handle any personal data you provide to us and how our Website utilizes cookies.
It is agreed that you will not disclose any Confidential Information, directly or indirectly, to any third party without receiving our prior written consent, and you will exercise reasonable care to prevent unauthorised use or disclosure of our Confidential Information. Specifically, you agree to keep your account login details confidential and will not divulge them to anyone else. Additionally, you will ensure that all marketing and promotional materials pertaining to My Little Panda are maintained in confidence and will not use them for any other purpose than related to the promotion of My Little Panda.
Information obtained by you from a third party without restriction on its use will not be covered by these confidentiality provisions, nor will information independently developed by you without using our Confidential Information or (d) required to be disclosed by a court or other governmental body.
The disclosure of our Confidential Information has the potential to damage our business in a way beyond that which can be measured by monetary damages. In order to enforce these confidentiality provisions, you agree that we will have the right to seek injunctive relief and any other remedy available to us.
Intellectual Property Rights
All rights, including Intellectual Property Rights, in and to My Little Panda, the products sold on this Website, the content on this Website, and all other information and material relevant to My Little Panda and our products are owned by My Little Panda.
During the term of your membership in the Affiliate Program, My Little Panda grants you a non-exclusive, non-transferable, non-assignable, worldwide license to make use of our Intellectual Property Rights in order to promote our products. As part of our Affiliate Program, though, you will not receive any rights in relation to our brand, trade names or trademarks, nor will you receive any goodwill associated with them.
The agreement stipulates that you will not use trade marks or trade names that are similar to either of our trademarks or names (or both) or that might cause confusion or misperception among third parties. You agree as well that you will not act in a way that would invalidate, or might be in conflict with our Intellectual Property Rights, nor will you authorize others to act in such a way.
We request that you notify us as soon as possible if any infringement of our Intellectual Property Rights is apparent to you, whether it is actual or threatened. Additionally, you agree to notify us if anyone claims that our products violate the intellectual property rights of any other party. You also agree to assist us in connection with any claims such as these or to assist us generally in maintaining the validity and enforceability of our Intellectual Property Rights.
You indemnify, defend and hold harmless My Little Panda and its directors, officers, employees, distributors and agents from and against any and all claims, expenses, wages, lawsuits or other liabilities (including without limitation, reasonable legal fees and court costs) for injury to any person, or for loss or damage to personal property, which arises out of any misrepresentation by you regarding My Little Panda or our products, or any other of your activities as a My Little Panda Affiliate.
Limitation of Liabilities
We make no warranties or representations (whether express or implied) with respect to the Affiliate Programme or your potential to earn income as an Affiliate, or that our Website will be available or error-free at any time.
We will not be liable for any special, indirect, incidental or consequential damages (including loss of profits) arising from or relating to your membership of our Affiliate Programme, including without limitation damages claimed as a result of our Website or our products being unavailable or not performing for any period of time.
My Little Panda liability for all claims of any kind arising out of or related to these Terms (including for negligence), whether based on contract, tort or on other legal or equitable grounds, is limited to money damages not exceeding the amount of commission due to you and unpaid at such time and which relates directly to the particular claim.
Nothing in these Terms excludes or limits our liability for death or personal injury resulting from our negligence, for fraud or fraudulent misrepresentation or for anything else it would be unlawful to exclude or limit.
If you wish to give us notice in accordance with any of these Terms, please do so by delivering the notice to us in person, or by sending it by registered post to 64 Orchard Place, Docklands, London E140JW or by email to firstname.lastname@example.org Any notices from us to you will be sent to the contact email address you have provided in your Affiliate Account details. Notices will be considered to have been given at the time of actual delivery in person, or three (3) business days after posting or one (1) business day after transmission by email.
Changes to These Terms
Please note that we reserve the right to make changes to any of these Terms at any time by posting new or updated Terms on mylittlepanda.co.uk. These new or updated Terms will also be emailed to the email address you have provided in your Affiliate Account information. Changes to these Terms may include, without limitation, changes to how commissions are awarded, fee schedules, payment procedures, and Affiliate Program rules. You may terminate your participation in our Affiliate Program if any changes we make are unacceptable to you. If you continue to use your unique Affiliate link after we have notified you of new or updated Terms, it will be assumed that you have accepted these Terms.
These Terms constitute the entire agreement between you and us with respect to the My Little Panda Affiliate Program and supersede all previous communications between us regarding your participation in the Affiliate Program.
Neither you or we will incur any liability to the other for any loss or damage resulting from a delay or failure to perform any of these Terms (or any part of them) if the delay or failure is caused (whether in whole or in part) by events, occurrences, or causes beyond the control of that party, including without limitation acts of God, strikes, lockouts, riots, acts of war, earthquakes, fire and explosions.
As an Affiliate, you are subject to these Terms and may not assign or otherwise transfer any of your rights or obligations to another individual or entity. The Terms do not create, and shall not be construed as creating, any rights on the part of any third party under the Contracts (Rights of Third Parties) Act 1999.
Unless otherwise agreed in writing, we will not waive any of, or any part of, these Terms. We do not waive any provision of these Terms. Our failure to enforce any of these Terms (or any of them) or any rights or remedies at any time will not be considered a waiver of those rights.
These Terms are governed by and shall be construed in accordance with, the laws of England and Wales, whose courts shall have exclusive jurisdiction.
We appreciate your support of My Little Panda!