Minno Kids Marketing Affiliate Terms and Conditions

Revised 8/13/15

Herein are the Terms and Conditions with which we each agreed to comply upon your registration as a Marketing Affiliate and acceptance of said registration by us, Winsome Truth, Inc. dba Minno Kids ("Minno Kids"). These Terms and Conditions may be revised by Minno Kids and will be posted at www.gominno.com/tac.

As a Marketing Affiliate, you will link between your web site and the gominno.com web site. You will include certain materials promoting Minno Kids, and to include a link to Minno Kids's website within those materials on your website.

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the parties agree to the following Terms and Conditions which may be revised by Minno Kids.

Promotional Materials. Minno Kids shall make available to Marketing Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material (the "Promotional Materials") for display and use on Marketing Affiliate's website and Marketing Affiliate's other digital properties. Marketing Affiliate shall display the Promotional Materials, provided that the manner of display shall be subject to the terms and conditions herein. Marketing Affiliate shall also include a link from the Promotional Materials to Minno Kids's website, as specified by Minno Kids.
Use of Promotional Materials. The Marketing Affiliate's use and display of the Promotional Materials on the Marketing Affiliate's site shall conform to the following terms, conditions and specifications:
1. Marketing Affiliate may not use any graphic or image to promote Minno Kids's website, products or services other than the Promotional Materials, unless Minno Kids agrees to such other materials in writing prior to their display.
2. Marketing Affiliate may only use the Promotional Materials for the purpose of promoting Minno Kids's website (and the products and services available thereon), and for linking to Minno Kids's website, to the specific pages and address as specified by Minno Kids.
3. Marketing Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Minno Kids, unless Minno Kids has issued written approval of the alteration or modification.
4. The Promotional Materials will only be used by Marketing Affiliate on websites owned or managed by Marketing Affiliate.
Intellectual Property. Minno Kids retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Marketing Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property.
Term. These Terms & Conditions shall take effect immediately upon acceptance of Marketing Affiliate's registration by Minno Kids, and shall remain in full force and effect until either party sends written notice of intent to terminate. Thereafter the agreement between the parties shall terminate no later than ten business days from issuance of the written notice. Either party shall have the right to terminate this agreement at any time and for any cause.
Relationship of Parties. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Minno Kids and Marketing Affiliate. Marketing Affiliate shall provide services for Minno Kids as an independent contractor. Marketing Affiliate shall have no authority to bind Minno Kids into any agreement, nor shall Marketing Affiliate be considered to be an agent of Minno Kids in any respect.
Commission to Marketing Affiliate.
1. In exchange for Marketing Affiliate's display of the Promotional Materials, and for Marketing Affiliate's compliance with and performance of these Terms and Conditions, Minno Kids shall pay to Marketing Affiliate a commission (the "Commission") for every new subscriber who purchases a subscription after clicking or tapping a link on Marketing Affiliate's website. The credit for the new subscriber shall be based on the last click made by the new subscriber. The Commission is included as Exhibit A and may be revised by Minno Kids at any time. Notification to Marketing Affiliate of any change in Commission will be given by Minno Kids at the email address on hand for the Marketing Affiliate.
2. Minno Kids shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Marketing Affiliate. Marketing Affiliate shall be given access to these records upon written request. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Marketing Affiliate in any period or periods shall be rectified by Minno Kids within fourteen days of discovering such discrepancy.
3. Minno Kids will calculate and distribute payments for Commissions on a monthly basis, within thirty (30) days following the end of each calendar month. If the amount of total Commissions accrued and payable to Marketing Affiliate is less than $100.00, then such accrued and payable balance shall be held over to the following statement and when total commissions due exceed one hundred dollars ($100). Minno Kids shall not be responsible for any taxes owed by Marketing Affiliate arising out of Marketing Affiliate's relationship with Minno Kids.
4. In the event that Marketing Affiliate materially breaches this Agreement and Minno Kids terminates this Agreement within thirty (30) days of such breach, then any accrued and payable Commissions owing to Marketing Affiliate shall be forfeited, and Minno Kids shall not be obligated to pay such Commissions to Marketing Affiliate.
Minno Kids Rights and Obligations. Minno Kids has the right to monitor Marketing Affiliate's site at any time to confirm adherence to these Terms and Conditions. Minno Kids will notify Marketing Affiliate of any changes to Marketing Affiliate's site that are needed to comply with these Terms and Conditions, or to ensure that Marketing Affiliate's links to Minno Kids's web site are appropriate. If requested changes are not made, then Minno Kids may terminate Marketing Affiliate's participation immediately. Furthermore, Minno Kids reserves the right to terminate your participation as a Marketing Affiliate immediately and without notice in the event of fraudulent use of Promotional Materials or misrepresentation in any way. In such event, Minno Kids shall not be liable to Marketing Affiliate for any Commissions from such fraudulent sales.
Marketing Affiliate's Representations and Warranties. Marketing Affiliate represents and warrants the following:
1. Marketing Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth.
2. Marketing Affiliate's website does not contain any materials that are:
  1. Sexually explicit, obscene, or pornographic;
  2. Profane, threatening, defamatory, libelous, or harassing;
  3. Graphically violent, including any violent video game images; or
  4. Solicitous of any unlawful behavior
3. Marketing Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Marketing Affiliate's website. Nothing on Marketing Affiliate's website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Marketing Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
4. Marketing Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
5. Marketing Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
Promotion Restrictions.
1. Marketing Affiliate will not engage in any tactics that may confuse customers, such as but not limited to retargeting Minno Kids's website visitors, targeting Minno Kids social network followers, displaying advertising, so called "cookie stuffing", or utilizing spyware or AdWords on Minno Kids subscribers or visitors. Marketing Affiliate will not issue any promotions that could be perceived by the public or the press as a joint effort. Certain forms of advertising are always prohibited by Minno Kids such as advertising commonly referred to as "spamming" and other generally prohibited forms of advertising including but not limited to the use of unsolicited commercial email (UCE), and postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, Marketing Affiliate may not advertise in any way that effectively conceals or misrepresents Marketing Affiliate's identity, domain name, or return email address. Marketing Affiliate may use mailings to customers to promote Minno Kids so long as the recipient is already a customer or subscriber of Marketing Affilate's services or web site, and recipients have the option to remove themselves from future mailings. Further, Marketing Affiliate may post to newsgroups to promote Minno Kids so long as the news group specifically welcomes commercial messages. At all times, Marketing Affiliate must clearly represent as independent from Minno Kids. Violation of these Promotion Restrictions shall be cause for Minno Kids to terminate participation as a Marketing Affiliate immediately and any pending balances owed to Marketing Affiliate will not be paid if termination is due to such unacceptable advertising or solicitation.
2. Marketing Affiliate shall not transmit any so-called "Parasiteware™," "Parasitic Marketing," "Shopping Assistance Application," "Toolbar Installations and/or Add-ons," "Shopping Wallets", "deceptive pop-ups and/or pop-unders" or "interstitials" to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Minno Kids's site. As used herein a. "Parasiteware™" and "Parasitic Marketing" shall mean an application that (i) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (ii) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (iii) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open Merchant.com's site; (iv) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (v) removes, replaces or blocks the visibility of Marketing Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
Indemnification. Marketing Affiliate shall indemnify Minno Kids and hold harmless Minno Kids from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Marketing Affiliate's warranties set forth in Section 8 above. Marketing Affiliate shall also indemnify and hold harmless Minno Kids for any damage, loss or other cost arising out of the use or misuse by Marketing Affiliate of the Promotional Materials.
Confidentiality. Any information that Marketing Affiliate is exposed to by virtue of its relationship with Minno Kids, which information is not available to the general public, shall be considered to be "Confidential Minno Kids Information." Marketing Affiliate may not disclose any Confidential Minno Kids Information to any person or entity, except where compelled by law, unless Marketing Affiliate obtains prior written consent for such disclosure from Minno Kids.
Standards of Conduct. Marketing Affiliate agrees to not intentionally make any materially disparaging remarks relating to the business or products of Minno Kids or any of its affiliates, agents or employees and to represent the best interests of Minno Kids to third parties. Marketing Affiliate, as an independent contractor, will control and direct the manner in which it performs the services hereunder; however, Marketing Affiliate agrees to exercise the standards of conduct adopted by Minno Kids whenever reasonable. Marketing Affiliate will accordingly comply with all applicable laws, as well as uphold the copyright, trademark and other intellectual property interests of Minno Kids and its third party licensors, as applicable, and abide by all legal and contractual limitations with respect to any proprietary material Marketing Affiliate may wish to reproduce, copy, distribute or otherwise use in connection with Marketing Affiliate's promotion of Minno Kids. Marketing Affiliate shall act at all times with due regard to public morals and conventions during the Term of services to Minno Kids. If Marketing Affiliate shall have committed or shall commit any act or do anything that insults or offends the community or any employee, agent or affiliate of Minno Kids or which injures their reputations in Minno Kids's sole judgment, then at the time of any such act, or at any time after Minno Kids learns of any such act, Minno Kids shall have the right to suspend and/or terminate Commissions and services hereunder.