Affiliate Agreement for Lingi

This Agreement contains the terms and conditions upon which we offer you participation in the Lingi Affiliate Program (the “Program”). The Program is managed by AffiliatWP, our affiliate marketing platform, to facilitate relationships with our affiliates and provide tracking, reporting, and management of commission payments. Acceptance of this Agreement by participating in the Program creates a binding legal agreement between Ethnic Works Pty Ltd (“Lingi”) and you. As used in this Agreement, “we” or “us” means Lingi, “you” means the participant in the Program, and “our Website” means www.lingi.co.za. This Agreement supplements Lingi’s Terms and Conditions and Privacy Policy, which are incorporated by reference (available on our website www.lingi.co.za).

This Agreement (“Agreement”) is entered into on the date of acceptance on the website, by and between:

Ethnic Works Pty Ltd (Registration No. 2018/202058/07, VAT No. 4070309846), 39 Voortrekker Street, Zeerust, 2865 (“Lingi”),

and the Affiliate signing up from our website www.lingi.co.za.

Products Available for Affiliates:

• Educational Lingi Bear: https://www.lingi.co.za/product/opvoedkundige-lingi-beer/
• Standard Lingi Bear: https://www.lingi.co.za/product/lingi-beer/

NOT FOR RESALE: Affiliates must purchase a demo product(s) and familiarize themselves with the product before introducing it to prospective clients.

Pricing: Product pricing is listed on the website and includes VAT. Price changes will be communicated to Affiliates and adjusted accordingly on the website.

Marketing and Promotion: Both parties agree to collaborate on marketing and promotional efforts that are mutually beneficial. Ensure that high-quality marketing efforts are adhered to, enhancing the Lingi brand.

Affiliates should exercise extreme caution when using marketing materials featuring children in photographs or videos.

At Ethnic Works Pty Ltd / Lingi, we have professionally taken photographs and videos of the Educational Lingi (creatives). We have obtained written consent from the parents or legal guardians of all the babies and children depicted.

We will provide high-quality marketing posts, reels, and stories that you can use across all marketing platforms. If you need specific content created, let us know, and we will be happy to assist.

You are also welcome to create your own posts and send them to us for approval.

If you wish to include babies and children in your posts, please remember the following:

When children are featured in marketing materials, WRITTEN CONSENT MUST BE OBTAINED from BOTH parents or legal guardians for each child depicted in the photographs or videos. This written consent should be stored securely, preferably in cloud storage, and a copy should be sent to us. Consent from family members, educators, or grandparents on behalf of parents is NOT ACCEPTABLE.

Ethnic Works Pty Ltd will not be held responsible for any claims, lawsuits, or other legal issues arising from the breach of this rule.

Please review the article at this link for further information.

Refer to the parent consent form included in the article. When requesting permission, please use the following wording: “Photographs and videos will be used on all social media platforms and in printed media.”

Only the sound available on www.lingi.co.za (Educational Lingi) may be used. Do not upload your own sound or stories, as the sound is copyrighted. Ensure that the Lingi Educational logo is displayed on all marketing materials. Contact our offices if you need guidance with your marketing efforts.

Confidentiality: Both parties agree to keep all information confidential, including pricing and product details.

Governing Law: This Agreement shall be governed by the laws of the Republic of South Africa.

Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. In witness whereof, the parties have executed this Agreement as of the date first written above.

Enrollment in the Program

The purpose of the Program is to promote the sale of products offered on our Website. To begin the enrollment process, you must submit an application through the Program Registration Page on our Website. By providing information during the registration process, you agree to provide only true, accurate, current, and complete information and to update it as necessary to maintain its accuracy. We will evaluate your application and notify you of our decision regarding acceptance or rejection. We reserve the right to reject your application for any reason or no reason, at our sole discretion. Applications related to websites that: (i) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (ii) promote violence, hate, illegal activities, or display sexually explicit materials; (iii) are intended to harass or defame anyone; or (iv) otherwise violate our intellectual property rights or those of others, may be rejected. We have the right, at our sole discretion, to monitor your website at any time to ensure compliance with the terms of this Agreement. If your application is rejected, you are welcome to reapply at any time for reconsideration. If accepted, we reserve the right to terminate your participation in the Program immediately and without prior notice for any reason, at our sole discretion.

Program Links to Our Website

If accepted into the Program, we may, at our discretion, enable you to use one or more of the following types of links on your Website: Affiliate Links, Coupon Codes, or Email Triggers (collectively, “Program Links”). These links are provided to ensure accurate tracking, reporting, and accrual of commissions and may be accessed through the Program Registration Page on our Website.

You must ensure that each link between your website and our Website is a Program Link. You will earn commissions on sales originating through Program Links. To be eligible for a commission on any purchase (including future purchases by repeat customers), the customer must access our Website through your Program Link and complete the purchase before logging out. We are not responsible for any failure on your part to use Program Links. Due to the difficulty in verifying purchases by customers you refer, we will not pay commissions unless Program Links are used. Note that commissions can only be earned by referring customers to our Website.

Use of Content

We may provide you with product images, graphics, logos, and other content (“Content”) through the Program Registration Page on our Website. We may also provide a small graphic image identifying your website as a Program affiliate. This image may be displayed on your website and may be modified by us from time to time. We encourage you to include a legend identifying yourself as a Lingi affiliate on your homepage, linking to our Website.

Any Content provided to you is the property of Lingi or its content suppliers and is protected by South African law and international copyright laws. We grant you a limited, nonexclusive, fully paid, revocable right to use the Content solely for the purpose of participating in the Program. You may not sublicense any Content to other parties. Content must not be altered, modified, or used in any form other than that provided by us. You may not: (a) alter, modify, or change any Content or create derivative Content; (b) use Content in any form other than as provided by us; (c) remove any code or identifying information from Content; (d) deactivate a link associated with any Content or redirect it to a destination other than our Website; or (e) link to or display Content describing a product after it has been discontinued from the Lingi product catalog.

Trademark License; Use of Trademarks

You understand and agree that Ethnic Works / Lingi is the sole and exclusive owner of all rights, titles, and interests in and to the “Marks.” The term “Marks” refers to the trademarks “Lingi,” associated logos, and any components or variations thereof, as well as any other trademarks owned by us. You have no rights to use the Marks except as specifically granted in this Agreement. You must not use any Mark except in the form authorized by us. You shall not adopt or use any name, mark, logo, insignia, or design that is, or is likely to be, confusingly similar to or could cause deception or mistake with respect to any of the Marks. You shall not challenge the validity of any of the Marks or our title to any of the Marks at any time, whether during or after the term of this Agreement. You shall not apply for (or assist others in applying for) registrations of any mark or design that includes the Marks (or any variations thereof), either alone or in combination, in the United States or any foreign country. The goodwill resulting from your use of the Marks (including any variations) shall inure to our benefit.

You shall not purchase or register domain names that include the Marks or any variations and misspellings of the Marks. Additionally, you shall not purchase or bid on search engine keywords, AdWords, search terms, or other identifying terms (for use in search engines, portals, sponsored advertising services, or other search or referral services) that include the Marks, any components of the Marks, or any variations and misspellings of the Marks. You may use the Marks solely for the purposes authorized by this Agreement. You may not alter graphics containing the Marks in any manner, such as changing their proportion, colour, or font. You may not display the Marks in any way that implies sponsorship or endorsement by us, other than acknowledging your involvement in the Program. You may not use the Marks to disparage our company, products, or services, or in any manner that, in our reasonable judgment, may diminish or otherwise damage our goodwill in the Marks. All rights to the Marks are our exclusive property, and all goodwill generated through your use of the Marks will inure to our benefit.

You may not use or display any of our Marks, logos, or trademarks in your social media profile. You may not dilute or damage the value of our trademarks, products, or services, or misrepresent that either you or your website are affiliated with or operated by Lingi.

If we determine that you have violated any of these restrictions, we may, without limiting any other rights or remedies available to us, withhold any commission otherwise payable to you under this Agreement and/or terminate this Agreement. If we need to enforce any of these restrictions, you will be responsible for reimbursing us for any attorneys’ fees and expenses incurred.

Additional Program Restrictions

Be courteous and polite when promoting Lingi and its products. Affiliates using illegal or unethical marketing methods or spam will be immediately terminated from the Program. You agree to the following restrictions:

1. Follow common search engine guidelines, such as: (a) your display URL must match the ultimate actual destination URL; (b) you may not frame our website as a landing page; and (c) you may not create “redirects” or “jump pages” that immediately direct to our website.
2. Do not engage in conduct that violates any spam act or privacy/data protection laws of any jurisdiction.
3. Avoid enabling any sales that are not in good faith, including using devices, public coupon sites, programs, robots, iframes, hidden frames, or redirects.
4. Do not use any technology that interferes with a web user’s access, view, or usage of our Website or any affiliate’s site, resulting in a different experience than intended.
5. Do not block, alter, direct, redirect, substitute, or otherwise intercept traffic-based transactions in a way that reduces compensation or other payments earned by an affiliate.
6. Do not issue or post any press release or broad-based communication about your participation in the Program without prior written consent. You may promote your website via mailings to customers or subscribers with an option to opt out and comply with all applicable laws. Newsgroup postings are permitted if the group welcomes commercial messages.
7. When promoting on social media, use the correct and appropriate name and brand likeness, including correct spelling and capitalization of our brand name (e.g., Lingi), and use our correct social media handles.
8. Coupon or discount promoters are not permitted to join the Program and will not receive commissions. The Program is void where prohibited.

We reserve the right to modify these rules at any time. If we determine, at our sole discretion, that you have violated any of these restrictions, we may withhold any commission otherwise payable to you under this Agreement and/or terminate this Agreement. You will be obligated to reimburse us for any attorneys’ fees or expenses incurred in enforcing these restrictions.

Order Processing

We will process product orders placed by customers who follow a Program Link from your website to our Website. We reserve the right to reject orders that do not comply with our requirements. We will handle all aspects of order processing and fulfillment, including preparing order forms, processing payments, cancellations, returns, and customer service. Sales made through Program Links will be tracked by AffliateWP, our affiliate marketing platform, and we will provide reports summarizing this sales activity. You will not receive individual customer information, which remains the sole property of Lingi.

Payments

You will be eligible to earn affiliate payments on certain product sales. For a sale to qualify for payments, the customer must use a Program Link from your website to our Website, or use your coupon code, select and purchase the product through our service provider’s platform, accept delivery, and remit full payment. No payments will be made if the visitor to the affiliate’s website cannot be tracked by our system.

Earning Affiliate Payments

We may pay affiliates based on a percentage of sales, a flat rate, or a tiered commission structure. Payment methods and percentages may change at our sole discretion. Certain affiliates may receive different commission structures as determined. If a product generating commissions is returned, the corresponding commission will be deducted from your next payment. All commission-related data is managed by AffliateWP and will be the sole basis for determining commissions.

Commission Payments

Any money in your account will not accrue interest. Commissions are paid monthly or as arranged with the affiliate. If a commission-generating product is returned, the corresponding commission will be deducted from your next payment. If there is no subsequent payment, a bill will be sent for the commission. Abandoned accounts inactive for over one year with a balance below R10 will be removed from the Program. Commissions are paid via Electronic Fund Transfer.

Customer Policies and Pricing

Customers who buy products through the Program are subject to Lingi’s rules, policies, and procedures. We may change our policies and procedures, including pricing, at any time. Product prices and availability may vary. We will make reasonable efforts to provide accurate information but cannot guarantee product availability or price.

Special Rules for Endorsements

All endorsements you make must be accurate and include all necessary disclosures and disclaimers to prevent them from being false or deceptive.

Responsibility for Your Website

You are solely responsible for the development, operation, and maintenance of your website and all content appearing on it. You must ensure that posted materials do not infringe on any intellectual property rights. You must have permission to use any third-party intellectual property. We are not responsible for any infringements resulting from your use of such property. You will indemnify and hold us harmless from all claims, damages, and expenses related to your website’s development, operation, maintenance, and content.

Data Protection

If you receive or process personal identifying information (PII) from our customers, you warrant that you will comply with all applicable privacy and data protection laws. You agree to implement appropriate safeguards to prevent unauthorized access, use, or disclosure of PII. You will indemnify us for any claims or expenses related to your use of PII and provide us with information to demonstrate your compliance. You must manage PII as directed by us.

Term

This Agreement begins upon our acceptance of your Program Application and continues until terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by providing written notice. Upon termination, you must immediately cease using and remove all Program Links, Content, Marks, and other materials from your website. You are eligible to earn commissions only during the Agreement term, and commissions earned up to the termination date will be payable, subject to the payment rules in this contract. We may withhold final payments to ensure correct amounts are paid.

Modification

We may modify any provision of this Agreement by posting a change notice or a new agreement on our Website. We may also announce changes via email. If you find modifications unacceptable, your only recourse is to terminate the Agreement. Continued participation after changes are posted constitutes acceptance of the changes.

Limitation of Liability; Indemnification

We are not liable for indirect, special, or consequential damages (or loss of revenue, profits, or data) related to this Agreement or the Program, even if advised of such damages. Our total liability will not exceed the total commission fees paid or payable within the last six (6) months. If you do not notify us of a discrepancy in commission payments within six (6) months from the payment date, the payment is deemed accepted.

You agree to indemnify and hold harmless Lingi and its affiliates against any claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses arising from (a) any claim that your use of any trademark or intellectual property infringes on third-party rights, (b) any breach of this Agreement, or (c) any claim related to your website, including any content not provided by us or any claim by a client using our products.

Miscellaneous

You represent and warrant that (i) this Agreement is legal, valid, and binding; and (ii) any information you provide in connection with the Program is accurate. This Agreement will be governed by South African law. Any action relating to this Agreement must be brought in South Africa. We may assign our rights and duties under this Agreement at our discretion. You may not assign your rights or duties. This Agreement benefits the parties and their respective heirs, representatives, successors, and permitted assigns. We are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency, franchise, sales representative, or employment relationship.

We make no warranties or representations regarding the Program or any products sold through it, including implied warranties of fitness, merchantability, or noninfringement. We do not guarantee uninterrupted or error-free operation of our Website and are not liable for any interruptions or errors.

Arbitration

Disputes arising from or related to this Agreement, including its breach, termination, enforcement, interpretation, or validity, shall be resolved through arbitration in South Africa. Judgment on the arbitration award may be entered in any court with jurisdiction. This clause does not preclude seeking provisional remedies from a court. The arbitration agreement and parties’ rights are governed by South African law.

Affiliates Responsibilities

Affiliates must read all information on the Lingi website to familiarize themselves with the products, privacy policy, terms and conditions, returns policy, frequently asked questions, and payment options for clients.

For more information, visit www.lingi.co.za.