Charlie Banana Affiliate Program Terms and Conditions

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU IF YOU PARTICIPATE IN THIS PROGRAM.

BY PARTICIPATING IN THE CHARLIE BANANA AFFILIATE PROGRAM (THE “AFFLIATE PROGRAM”) YOU (“YOU” OR “AFFILIATE”) ACKNOWLEDGE AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS (“TERMS”) STATED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PARTICIPATE IN THE AFFILIATE PROGRAM. CHARLIE BANANA AND/OR ONE OF ITS AFFILIATES (“CHARLIE BANANA”) RESERVE THE RIGHT TO MODIFY OR TERMINATE THE AFFILIATE PROGRAM AT ANY TIME AND IN ANY MANNER, IN WHOLE OR IN PART, AS OUTLINED BELOW, EVEN THOUGH SUCH CHANGES MAY AFFECT THE AFFILIATE PROGRAM AND BENEFITS RECEIVED. ANY CHANGES OR MODIFICATIONS WILL BE EFFECTIVE IMMEDIATELY UPON POSTING THE REVISIONS TO WWW.CHARLIEBANANA.COM  AND YOU WAIVE ANY RIGHT YOU MAY HAVE TO RECEIVE SPECIFIC NOTICE OF SUCH CHANGES OR MODIFICATIONS[BA1] . YOUR PARTICIPATION IN THE AFFILIATE PROGRAM CONFIRMS YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND ANY SUCH CHANGES OR MODIFICATIONS; THEREFORE, YOU SHOULD REVIEW THESE TERMS AND CONDITIONS FREQUENTLY TO UNDERSTAND THE TERMS AND CONDITIONS THAT APPLY TO THE AFFILIATE PROGRAM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST STOP PARTICIPATING IN THE AFFILIATE PROGRAM.

1. Eligibility.  Participation in the Affiliate Program is only open to individuals who are legal residents of the fifty (50) United States and the District of Columbia, and Puerto Rico[BO2] [BA3] , who are the age of majority in the jurisdiction that they live as of the date of enrollment and have the capacity to enter into a binding contract. The Affiliate Program is void elsewhere and where prohibited.Charlie Banana reserves the right to refuse participation in the Program to anyone for any reason.
2. Privacy. When registering for the Affiliate program, Affiliate might submit personal information required for verifying Qualifying Purchases and processing Affiliate commission payments (“Payments”). Such information may be used by Charlie Banana, Refersion, Inc. and their affiliates to track Qualifying Purchases, communicate with the Affiliates about the Affiliate Program, and process Payments. By registering, Affiliate agrees to receive marketing communications and any updates related to the Affiliate Program from Charlie Banana and its affiliates, as well as Refersion, Inc. The Affiliate Program is powered by Refersion, Inc., a subsidiary of Pantastic Networks. Please review our Privacy Policy at www.pg.com/privacy which governs the Affiliate Program to understand our practices in connection with the use and protection of your personal information.
3. How the Program Works.  Beginning 5:00 a.m. EDT December 13, 2021 and ending 11:59:59 p.m. EST on June 30, 2023, an individual can use the Charlie Banana Affiliate Program Registration page (https://charliebanana.refersion.com/) to register for create their affiliate profile and register for the Program. Affiliates can later use the automatically generated Affiliate link to promote Charlie Banana products. When an individual makes a qualifying online purchase (“Qualifying Purchase”) at www.charliebanana.com using the Affiliate link, within the specified time frame, Affiliate will earn commission, based on the Affiliate offer determined by Charlie Banana.[BO4]  Affiliate also may choose to reach out to Charlie Banana via Refersion messaging tool to request a unique Affiliate code. Qualifying Purchases made via the Affiliate code will follow the same commission earning rules as the purchases made via the link.
4. Advertising Affiliate link and code. When promoting their Affiliate link or Affiliate code via paid advertising, including but not limited to Google Ads, Meta Ads, and TikTok ads, Affiliates are specifically prohibited from bidding on brand keywords (“Charlie Banana”, “Charlie Banana cloth diapers”, and any other keywords containing the brand name).[BO5]  Affiliates may choose to share their link and/or code on their website, social media, or other channels in a manner that does not violate the terms and conditions of the platforms that are used for posting. Affiliates are solely responsible for verifying terms & conditions of any third party media and services that are used for sharing the Affiliate link or code.
5. Commission structure. Commission earning rules and commission structure are described on Charlie Banana Affiliate registration page (https://charliebanana.refersion.com/). Charlie Banana reserves the right to change the existing Affiliate commission earning rules and commission structure at its discretion. Charlie Banana also reserves the right to offer different commission earning rules and commission structure (“Affilate Offer”) to different Affiliates or Affiliates groups, at its sole discretion. Should Charlie Banana make changes to any earning rules and/or commission structures, the Affiliates affected by the changes will be receive an automated notification from Refersion, Inc. Charlie Banana may or may not choose to send an additional email message to the Affiliates informing them of such change.

Any shipping charges and taxes that are part of the order placed via the affiliate link or code are not considered part of a Qualifying Purchase and are not eligible for Affiliate commission. Should the Qualifying Purchase or any portion of it become void, canceled, refunded or reimbursed within 60 days after the Qualifying Purchase was made, such Purchase or the portion of it that was canceled, refunded or reimbursed become ineligible for earning Affiliate commission. If the commission payment was processed before the order or its portion became canceled, void, refunded, or reimbursed, Charlie Banana reserves the right to manually deduct the portion of the Affiliate commission that is no longer meets the Affiliate Commission earning rules from the Affiliate’s account, by issuing manual negative credit, which will be later applied (deducted) from the next Affiliate commission payout. Any purchase made via the Affiliate link or code that Charlie Banana deems fraudulent will be disqualified from earning commission. Any purchase made via the Affiliate link or code outside the specified time window, as outlined in the Affiliate Offer rules, will be automatically disqualified from earning commission.

6. Participation termination. Should the Affiliate wish to terminate their participation in the Affiliate Program, they can do so by deleting their profile via Refersion dashboard by going to Settings and then clicking on Delete Account. The procedure for deleting account can be changed by Refersion at its sole discretion, without prior notice to Charlie Banana or the Affiliates. Affiliates are solely responsible for consulting Refersion Help & Support section for determining the step to delete their account. Upon deleting the account, Refersion may store the Affiliate data in its database. Should Affiliates wish to completely remove their information from Refersion after they delete their account, they may contact Charlie Banana Customer Support Team by visiting https://www.charliebanana.com/contact-us. If there are any pending or outstanding commissions or unprocessed commission payments to such Affiliate, these commissions and payments will be deemed forfeited upon the deletion of the Affiliate account. Charlie Banana reserves the right to terminate an Affiliate participation in the Program if there is a suspicion of any fraudulent activity or actions, or for any reason. Charlie Banana may terminate your involvement in the Affiliate Program for any reason without prior notice.
7. Commission payout. Charlie Banana will process all outstanding Affiliate commission payment no sooner than 15 days, but no later than 90 days after a Qualifying Purchase has been made. Charlie Banana reserves a right to withhold a commission payout until a related investigation is complete if there is a suspicion of any fraudulent activity on behalf of the Affiliate or a person making a purchase via the Affiliate link or Affiliate code.

Charlie Banana will process all payments via PayPal, unless otherwise specified in the Affiliate Offer and/or agreed upon with an Affiliate in writing. Affiliates are responsible for providing a valid PayPal email address by adding such email address to their Affiliate profile in Refersion dashboard. Should such address be missing, Charlie Banana will make up to 3 attempts to contact the Affiliate via Refersion messaging tool and/or email. Should Charlie Banana receive no response within 90 days after sending the first query, and should no PayPal address be added to the Affiliate profile, all outstanding commission payments will be forfeited after 90 days after the first attempt to contact the Affiliate. Should the Affiliate add a valid Paypal address after the payment has been forfeited, no reimbursement of forfeited payments will be provided.

8. Restrictions.  Affiliates cannot refer themselves, or anyone in their household, or use their Affiliate link or Affiliate code for making personal purchases on www.charliebanana.com. Should Charlie Banana obtain reasonable evidence that certain Qualifying Purchases were made by the Affiliate themselves or anyone residing in the same household, Charlie Banana may disqualify such purchases and forfeit or deduct any related commissions and terminate the Affiliate’s participation in the Affiliate Program. No Referrer may use the Affiliate Program to violate any law, infringe or violate the rights of any third party, or otherwise act in a manner that is deemed harassing, harmful, illegal, hateful, obscene or outside the spirit and intent of the Affiliate Program.  In addition, you may not (i) tamper with the Affiliate Program, (ii) act in an unfair or disruptive manner, or (iii) use any system, bot or other device or artifice to participate or receive any benefit in the Affiliate Program. CHARLIE BANANA reserves the right to invalidate the Affiliate commission, if it determines, in its sole discretion, that such Affiliate commission was improperly credited to an Affiliate, or was obtained fraudulently, or is otherwise in violation of these Terms. CHARLIE BANANA reserves the right to require proof of the placement of the Affiliate link or the Affiliate code and reserves the right to cancel or delay the processing or redemption of any Payments without notice, in order to assure compliance with these Terms. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE AFFILIATE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, CHARLIE BANANA RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.
9. Liability.  CHARLIE BANANA WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (A) ANY USE OF THE AFFILIATE PROGRAM, (B) ANY FAILURE OR DELAY BY CHARLIE BANANA IN CONNECTION WITH THE AFFILIATE PROGRAM (INCLUDING, WITHOUT LIMITATION, THE USE OF, OR INABILITY TO USE, ANY COMPONENT OF THIS AFFILIATE PROGRAM OR ANY PAYMENT); OR (C) THE PERFORMANCE OR NON PERFORMANCE OF THE AFFILIATE PROGRAM BY CHARLIE BANANA, EVEN IF CHARLIE BANANA HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of your registration information, whether for breach of contract, tortious behavior, negligence, or under any other cause of action. If, despite the limitation above, CHARLIE BANANA is found liable for any loss or damage which arises out of, or is in any way connected with, any of the occurrences described in the limitation above, then its liability will in no event exceed, in total, the sum of US $100.00. SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU.
10. Disclaimer of Warranties.  CHARLIE BANANA MAKES NO WARRANTY OF ANY KIND REGARDING THE AFFILIATE PROGRAM, WHICH IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. CHARLIE BANANA EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT ITS AFFILIATE PROGRAM WILL BE ERROR-FREE. CHARLIE BANANA FURTHER DISCLAIMS ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS AND TIMELINESS OF ANY CONTENT OR INFORMATION DISTRIBUTED WITH RESPECT TO THE AFFILIATE PROGRAM. CHARLIE BANANA EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THIS WARRANTY DISCLAIMER MAY BE LIMITED IN ITS APPLICABILITY TO YOU.
11. Bulk Distribution (“Spam”) and Compliance with the Law. If distributing Affiliate link or Affiliate code via email or any other channels, each Affiliate is the actual sender of the emails or any other messages and must comply with applicable law, including but not limited to, CAN-SPAM Act and all other anti-spam laws.  Affiliate links and Affiliate codes must be created and distributed in a personal manner that is appropriate and customary for communications with their audience.  Bulk email or messaging distribution to recipients who have not provided the Affiliate with consent to receive such messages, or any other use of the services described herein in a manner that is fraudulent or illegal is expressly prohibited and may be grounds for immediate removal from the Affiliate Program and further legal action.  CHARLIE BANANA has no obligation to monitor the Program or any communications; however, CHARLIE BANANA may choose to do so and block any chat messages, remove any such User Generated Content, or prohibit any use of the Program. Referrers who do not comply with the law, including anti-spam laws, are obligated to indemnify CHARLIE BANANA against any liabilities, costs and expenses it incurs as a results of such spam. You agree to comply with all appliable federal, state, and local laws and regulations in the jurisdiction in which you operate or share your Affiliate lin. Such laws include, but are not limited to, all FTC disclosure requirements.
12. License. CHARLIE BANANA grants you a revocable, limited, non-exclusive license to use the CHARLIE BANANA trademark and logo solely in connection with your participation in the Affiliate Program. Upon your termination from the Affiliate Program, you shall cease all such use of the CHARLIE BANANA trademark and logo, and any other similar material.  .
13. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHARLIE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR PARTICIPATION IN THE AFFILIATE PROGRAM (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR RELATING TO (A) YOUR SOCIAL MEDIA PROFILES OR OTHER WEBSITES (“PROFILES”) OR ANY MATERIALS THAT APPEAR ON YOUR PROFILES, INCLUDING THE COMBINATION OF YOUR PROFILES OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR PROFILES OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR PROFILES, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT, OR (E) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.
14. Taxes. Determination and payment of tax liability on Affiliate commissions, including income tax, if any, are your sole responsibility.[BA6] 

15. Acts Beyond CHARLIE BANANA Control. The failure of CHARLIE BANANA to comply with the Terms because of an act of        God, war, fire, riot, terrorism, earthquake, actions of federal, state, provincial or local             governmental authorities, or for any other reason beyond the reasonable control of CHARLIE BANANA, shall     not be deemed a breach of the Terms.

16. Independent Contractor. Participation in the Affiliate Program is solely as an independent contractors, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf.

17. Governing Law and Consent to Jurisdiction. The laws of the State of Ohio, without regard to its conflict of laws principles, will govern these Terms, as well as Referrers’ and CHARLIE BANANA’s observance of them. If you take any legal action relating to your use of this Affiliate Program or these Terms, you agree to file such action only in the state or federal courts located in Hamilton County, Ohio.

18. No Waiver. CHARLIE BANANA's failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by CHARLIE BANANA in writing.

19. Captions. The headings in these Terms are for your convenience and reference. These headings do not limit or affect these Terms.

20. Complete Agreement. These Terms, together with those items made a part of these Terms by reference, make up the entire agreement between CHARLIE BANANA and Referrers relating to the Affiliate Program, and replaces any prior understandings or agreements (whether oral or written) regarding the Affiliate Program. If a court finds any of these Terms to be unenforceable or invalid, those term(s) will be enforced to the fullest extent permitted by applicable law and the other Terms will remain in full force and effect.