These Baby Central Affiliate Program Terms & Conditions (the “Agreement”) contain terms and conditions that apply to your participation as an Affiliate (as that term is defined herein) in Baby Central’s Affiliate Program (the “Baby Central Affiliate Program” or “Program”) through Baby Central’s Affiliate Network(s) (“Network”), and the establishment of links from your website or digital location (also referred to as “your site”) to the following:

baby-central.com.sg;
select mobile apps (collectively, and each, “Baby Central Domain”), which may be extended in the future with notice.

As used in this Agreement, “we” and “our” shall mean collectively, Baby Central Limited and/or its parents, subsidiaries and related entities (as applicable) and Baby Central Domains (collectively, “Baby Central”), and “you” and “your” mean the Affiliate.

By submitting your Baby Central Affiliate Program application and participating in the Program, you are confirming that you have read and understand this Agreement, you represent and warrant that you are lawfully able to enter into contracts, and you agree to be bound by, and will continue to comply with, these terms and conditions throughout the full duration of your participation in the Program. Additionally, you acknowledge and agree that by submitting your application, which may include clicking an acceptance box, the effective date of this Agreement will be the date on which you submit your application.

Please be advised that this Agreement supplements the agreement that you have previously entered into with the Network. To the extent that any of the terms or conditions contained in this Agreement conflict with any the Network agreement terms and/or conditions, this Agreement shall control. Baby Central reserves the right to make changes to the Baby Central Affiliate Program and this Agreement at any time, and such changes will be effective immediately upon being posted on the Network.

MISUSE OF THE BABY CENTRAL BRAND, PARTICIPATING IN PROHIBITED ACTIVITY AND/OR FAILURE TO COMPLY WITH THE BABY CENTRAL AFFILIATE PROGRAM AND THE TERMS AND CONDITIONS OF THIS AGREEMENT MAY RESULT IN A LOSS, REDUCTION AND/OR OFFSET OF REFERRAL FEES FROM SALES MADE THROUGH ANY AFFILIATE OR SUB-AFFILIATE THAT DOES NOT COMPLY WITH OUR PROGRAM TERMS OR TERMINATION OF YOUR PARTICIPATION IN THE BABY CENTRAL AFFILIATE PROGRAM.

1. Defined Terms

“Affiliate” means a person or company that participates in Baby Central’s Affiliate Program via a Network or other contractual relationship.

“Content” means text links, terms and disclosures, promotional information (and all related information), images, videos, music, software, photographs, data, music, text, application updates and other graphics supplied by Target in connection with an Offer. All Content is owned or licensed property of Target or its suppliers or licensors and is protected by copyright, trademark, patent, or other proprietary rights.

“Insertion Order” means the documented instructions regarding category Referral Fees payout and policies, timeline and scheduling.

“Marketing SaaS Partner” means a party that offers marketing and platform services to third parties (e.g. CPGs) to fulfill and track sales for such third parties.

“Net Price” means the sale price listed online on our site (less any coupon or customer discount).

“Network” means the online affiliate marketing network through which Affiliates may enter into engagements with Baby Central (or other Network advertisers).

“Offer” means communication and/or sale of Baby Central Content, product or promotional event provided by the Network. Within Target’s Affiliate program, an Offer is the Content that the Qualifying Link refers to.

“Qualifying Action” means an action, as defined by Baby Central, which qualifies for a Referral Fee which may be amended from time to time

“Qualifying Link” or “Link” means any type of banner or text link provided by Baby Central to be displayed, distributed or played on an Affiliate’s site and can be tracked through Baby Central’s Network and that can monitor clicks, sales, impressions, and other tracked activities achieved through the display or placement of such Link.

“Qualifying Product(s)” means a Product that qualifies for a Referral Fee as defined by Baby Central's Referral Fees and the sale of which will result in the Affiliate being paid a percentage of the sale as a Referral Fee. Not all products qualify for Referral Fees. Please refer to your Insertion Order for your specific rates and exclusions.

“Referral Fees” means the payment an Affiliate will receive for any qualified action as defined by our referral fee statement, selling Baby Central’s products through Qualifying Links or Banners. See here for Affiliate Fees: [https://babycentral.com.hk/affiliate-fees]

2. Enrollment In The Program

2.1. Enrollment Process. To begin the enrollment process, you must submit a complete Affiliate application through the Network. We will evaluate your application and will notify you of your acceptance or rejection for participation in the Program. We may reject your application if we determine (in our sole discretion) that your site is, as further defined in this Section (i) unsuitable for the Program for any reason, (ii) involved in prohibited activities.

If your Application is not accepted, you may reapply to the Program at any time. If you are accepted into the Program, you will be able to participate in the Program subject to the terms and conditions of this Agreement as well as your agreement with the Network. Even if you are accepted to participate in the Program and your site is thereafter determined (in our sole discretion) to be unsuitable based on our criteria for the Program, we may terminate this Agreement and you may no longer link to our site. Our acceptance criteria are subject to change at any time without prior notice.

2.2. Unsuitable sites. A site may be found unsuitable if it falls under any of the following conditions. Conditions are, but are not limited to, sites that:

contain or promote materials that are sexually explicit or that could be deemed obscene, pornographic or excessively violent;
Promote violence or hate towards any persons or groups;
Promote discrimination based on race, sex, age, religion, nationality, disability or sexual orientation;
Promote illegal activities;
Promote the sale or use of tobacco products, alcohol products or gambling;
Violate any local or international laws (including privacy and “spam” laws);
Contain material that, in our sole judgment, is defamatory, fraudulent or harassing;
Misrepresent themselves as a Baby Central Web site by using the “look and feel” of or text from our site;
Include "Baby Central", "Toy Central", "Paw Central" or variations or misspellings thereof in their domain names;
Otherwise violate intellectual property rights of Baby Central or its affiliates;
Infringe on Baby Central’s or any third party’s intellectual property, publicity, privacy or other rights;
Do not clearly state an online privacy policy to their visitors;
Require a user name and password to access;
Are unable to direct a reasonable amount of traffic by way of sales volume, clicks and page views to our site;
Excessively use pop-ups;
Require downloads and/or knowingly download software to visitors’ computers;
Link to or provide a portion of their commission or Affiliate benefits to sites or organizations that violate any or the above criteria;
Are under construction;
Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information;
Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website; or
Are otherwise considered, in Baby Central’s sole judgment, offensive or inappropriate.

2.3. Prohibited Activity. Baby Central may elect to reject your site if Baby Central determines in its sole discretion that your site contains or otherwise involves prohibited activity. As a condition to your acceptance and participation in this Program, you agree that you will not undertake or engage in the following practices, and any violation of this Section shall be deemed a material breach of this Agreement and may result in immediate termination from the Program:

Use the Baby Central name or any variation thereof, in any manner not expressly authorized by this Agreement;
Use or otherwise incorporate the word “Babycentral” or variations or misspellings thereof in the domain name(s) of your site(s), or in hidden text or source code;
Bid on Baby Central brand keywords, variations or misspellings, or keyword strings (e.g., ‘target’, ‘Target.com’, ‘target.clearance’, ‘target weekly ad’, ‘target store’, or ‘target coupon’) in search engines or content networks;
Use Baby Central brand keywords, keyword strings or variations or misspellings thereof in the headline, display URL or description of pay-per-click ads or ads or content network ads;
Use your Qualifying Links as the destination URL in any paid advertisement. This is also known as direct-linking.
Use of the content network resulting in being ranked on Baby Central brand keywords;
Engineer your site in such a manner that pulls internet traffic, for Baby Central brand keywords, away from Baby Central via natural search optimization. Techniques include:
Using Baby Central or Baby Central brand keywords in the title tag, domain name, other meta tags, or other on-page factors that influence rankings;
Engage in cookie stuffing, forced clicks, or the use of popups/popunders or false or misleading links on your site
Use redirects to indicate the referring site was something it actually is;
Attempt to modify or alter our site in any way;
Make any representations, either express or implied, or create an appearance that a visitor to your site is visiting our site without our prior written approval;
“Scrape” or “spider” baby-central.com.sg, babycentral.com.hk, toycentral.com.hk, pawcentral.com.hk or any other Baby Central site or application for Content (such as images, logos or text) unless you have Baby Central’s express written consent;
Post your qualified links on any of Baby Central-owned platforms or social media accounts.

2.4. Baby Central Entities Exemption. Employees, family members of employees, or any entities directly or indirectly owned or controlled by employees or family members of Baby Central Limited or its subsidiaries, suppliers of Baby Central and advertising, promotion and fulfillment agencies of Baby Central are not permitted to be Affiliates.

All domains used to post Baby Central affiliate links must be listed in your “approved affiliate” profile. You will provide us with information on how you are promoting Baby Central at our request.

3.Qualifying Links

3.1. Links Usage. If you are accepted into the Program, we will make available to you Qualifying Links that, subject to the terms and conditions of this Agreement, you may display as often and in as many areas on your site as you desire.

3.2. Obtaining Links, Banners and Images. All Qualifying Links that you will use in the Program will be provided to you by the Network, Target Affiliates communication, or by other means selected by us. You also agree that you will display on your site only Content provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this Agreement.

3.3. Link Tracking. The Qualifying Link contains site-specific Network tracking information that identifies your site as a member of the Program and will establish a link from your site to Baby Central’s. Only valid Qualifying Links obtained through the Network (or via an approved process if hosted outside of the Network’s platform) will be tracked for purposes of determining Referral Fees that you may be eligible to receive on sales of Qualifying Products or Qualified Action(s) generated through your site.

3.4. Link Manipulation. Qualifying Links may not be manipulated in any way, including (a) redirecting links to hide or manipulate their original source; (b) Direct-linking, e.g. using your Qualifying Links as the destination URL in any paid advertisement.

3.5. Link and Offer Terms. The terms of an Offer (e.g. special instructions, exceptions, dates valid) will be posted on the Network’s site or otherwise communicated to you. In the event of any inconsistency between the communicated terms of the specific Offer and the terms of this Agreement, the terms of the Offer shall govern.

3.6. Misuse of Offer. Posting or releasing any information about how to work around the requirements of a coupon/promotion will result in immediate removal and termination from the Program.

3.7. Early Promotion. You may not post an Offer prior to the start and end dates indicated in the Offer terms without written consent by Baby Central. Early Promotion without permission may result in immediate removal and termination from the Program.

3.8. Offer Discontinuation. At any time prior to you providing a Qualifying Link, we may with or without notice (a) change, suspend or discontinue any aspect of an Offer or (b) remove, alter, or modify any graphic or banner ad provided to you pursuant to an Offer. You agree to promptly implement any request from Target to remove, alter or modify any graphic or banner ad posted on your site.

4. Promotion Codes, Coupons And Special Offers

4.1. Promotion Code Source. You are only allowed to use Baby Central promotion codes that are communicated specifically to you via the Network on behalf of Baby Central. If you use Baby Central promotion codes from other sources (e.g., Baby Central e-mails or other partner or non-partner communications), we may recover any Referral Fee payments resulting from the use of those codes.

4.2. Offer Visibility. Coupons must be displayed in their entirety with the full offer, offer exclusions or disclaimer test, valid expiration date and code.

4.3. Special Offers. From time to time, we may post on the Network specific Offers that pay Affiliates a specified Referral Fee for the sale of Qualifying Products. These Offers may not be listed on the Affiliates Fees site and may run for a short period of time.

5. Requirements And Disclosures.

5.1. SEM and SEO tactics. You are prohibited from engineering your site in a manner that ranks for Baby Central or Baby Central owned brand keywords and product variants via search engine optimization, including misspellings. You are prohibited from executing SEM tactics that include but are not limited to the following: bidding on Baby Central or Baby Central owned brands or misspellings of the brands; using Baby Central or Baby Central owned brands in a headline; display URL or description of pay-per-click ads. In addition, you agree to add Baby Central brand terms and phrases as a negative to your campaign to avoid broad/phrase matching.

5.2. Site and Post Auditing. We reserve the right to audit your site without notice to ensure compliance with this Agreement and disclosures. We reserve the right to remove you from the Program if we determine you are not in compliance. You agree to provide Baby Central with unrestricted access to your site for such purpose(s).

5.3. Baby Central Site Modification and Asset Management. You are prohibited from altering or modifying Baby Central Domains or sites in any way. In addition, you are prohibited from scraping or crawling Baby Central’s sites or social media for Content such as images, logos, or text, unless you have Baby Central’s express written consent.

6.Communication And Branding

6.1. Press Releases and other Marketing Material. You hereby agree that you will not make any references to Baby Central or any individual Baby Central employee, or issue any press release(s) or make any other public communication (written or verbal) regarding this Agreement, your use of Baby Central’s Content, or your participation in the Program without having first submitting such material to us and receiving our prior written consent which we may withhold in our sole discretion.

6.2. Social Media. You are prohibited from posting your affiliate links to Baby Central-owned platforms or social media pages (including but not limited to Facebook, Twitter, Pinterest, Instagram, etc.).

6.3. Charitable Endorsements. If your site donates any portion of its Referral Fees to any school, foundation or other charitable organization, you may not state or imply that Baby Central endorses such activities or is responsible in any way for the inclusion and donation of funds to any of the schools, foundations or charities associated with your site. In addition, it is recommended that you seek tax and legal advice from your own counsel.

6.4. Email. Any emails must be sent on your behalf and must not state or imply that the email is being sent on behalf of Baby Central. Any email containing Baby Central Content or branding not sourced from the Network must be approved by Baby Central prior to sending.

6.5 Communication with Baby Central. If we ask you for clarification or more information on any Orders or clicks that we suspect may be in violation of our terms and conditions, we expect that you will respond in a timely and honest manner. Violations include (a) being intentionally vague or lying; (b) being unresponsive for a reasonable time period after multiple attempts to reach you; and/or (c) if you cannot substantiate or validate your source of traffic to our Program.

7. Development, Operation & Maintenance Of Your Site

7.1. Responsibilities. You are solely responsible for the development, operation and maintenance of your site and for all the content that appears on your site. Sole responsibilities include the following, in addition to those otherwise provided in this Agreement:

The accuracy, timeliness and appropriateness of content posted on your site (including, among other things, all product-related materials);
Ensuring that your site does not employ the use of any type of software download or technology that intercepts or re-directs traffic or referral fees to or from any website without the written consent of merchant;
Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (e.g. including copyrights, trademarks, privacy, or other personal or proprietary rights);
Notifying Baby Central and the Network of any malfunctioning of the Qualifying Links or other problems with your participation in the Program in accordance with the terms of the Offer and this Agreement.

7.2. Sub-affiliate Networks. Sub-affiliate Networks may be permitted to participate in the Program with Baby Central’s prior written approval, and at its sole’s discretion; provided, however, that you (i) must be completely transparent with regards to where traffic from your sub-affiliates originated, and (ii) must ensure that all sub-affiliates promoting the Baby Central program adhere to and comply with the terms and conditions set forth in the Agreement or as otherwise provided to you. This includes restrictions on advertising through toolbars, browser extensions, and any paid placements such as a pay-per-click campaigns. You shall be fully responsible to the extent that any such sub-affiliate does not adhere to or comply with such terms and conditions. Sub-affiliate networks must also receive approval prior to allowing any type of coupon sub-affiliate to promote the Program. Sub-affiliate networks, content monetization platforms, or third party networks as classified by Baby Central shall not engage in any solicitation, recruitment, or other activities with prospective or current Target affiliates by offering or exhibiting payout rates greater than those stated by Target.

8. Order Processing, Tracking, And Reporting

8.1. Processing Responsibility. Baby Central will process orders placed by customers who follow Qualified Links from your site to a Baby Central Domain in accordance with applicable legal requirements. We will be responsible for all order processing and fulfillment.

8.2. Order Requirements. We reserve the right to reject customer’s orders that do not comply with any reasonable requirements that we periodically may establish, including but not limited to those in baby-central.com.sg’s terms and conditions, viewable here: https://baby-central.com.sg/affiliate-terms-and-conditions

8.3. Order Tracking. We will track sales to customers who purchase products from our site to your site using Qualified Links that you will generate using the Network’s technology. To permit accurate tracking, reporting and fee accrual, you must ensure that the links between your site and the Baby Central Domain are properly formatted. Baby Central will not be responsible for improperly formatted links regardless of whether you have made amendments to the code or not. Baby Central is unable to track or provide credit for sales from customers that are referred to us with browsers that do not have their cookies setting enabled.

8.4. Reporting. Reports summarizing this sales activity will be available to you through the Network. The form, content and frequency of the reports are limited to those reports and capabilities available through the Network and may vary from time to time in our and/or the Network’s reasonable discretion. Baby Central is not responsible for any changes that the Network may make in reporting format or timing or in the types of reports available.

8.5. Order Inquiry Window. If you believe an action did not track, you may create an action inquiry to provide the missing order details to Baby Central for review. By passing an order ID to Baby Central, you are asking Baby Central to verify the order ID and credit your account if the action failed to track. This process is limited to actions which have occurred within the Action Locking period and orders falling outside of the Locking period will not be considered valid.

9.Referral Fees

9.1. Referral Fee Generation. You are only eligible to earn Referral Fees on sales of Qualifying Products or Qualifying Actions occurring during the term of this Agreement. You will earn Referral Fees based on the Net Price of Qualifying Products and/or on net new number of Qualified Actions, according to the current Insertion Order (published rates if no Insertion Order exists) established by us and communicated to you upon acceptance of the Agreement. For a Qualifying Product or Action(s) to generate a Referral Fee, the customer must (a) use a browser that has its cookies setting enabled; (b) follow a Qualifying Link.

9.2. Qualified Products and Actions. Some items, brands, products, categories, or actions may not be eligible for Referral Fees. Please refer to your Insertion Order for your specific rates and exclusions.

9.3. Site Re-Entering. We will pay a Referral Fee if the customer re-enters during the cookie window specified in the Offer through the Network UNLESS the customer re-enters through another Affiliate’s Qualifying Link or from another marketing link (i.e. paid search, social, email, or other marketing).

9.4. Referral Fee Payment. Referrals are only considered for payment according to the dates and timelines detailed in the current Insertion Order. All determinations of Qualifying Links and whether a Referral Fee is payable will be made by the Network and will be final and binding. At Baby Central’s option, Referral Fees may not be paid to Marketing SaaS Partners.

9.5. Returns. If a customer returns a Qualifying Product that generated a Referral Fee, we will deduct the corresponding Referral Fee from your monthly payment. Referral Fees earned through the date of termination will remain payable only if the related orders are not canceled or returned by a customer.

9.6. Reporting Interruptions. Reporting Interruptions. From time to time, the Network tracking for purposes of Referral Fees may be interrupted by site releases or other activity initiated by or on behalf of Baby Central. If the reporting of Affiliate conversion data to our Networks is hindered due to such interruption, Baby Central will use commercially reasonable efforts to provide to the Networks such missing or interrupted affiliate conversion data. If such data cannot be provided through Baby Central’s commercially reasonable efforts, referral fees for the interrupted time period will be calculated based on historical averages for similar time periods.

10. Reversals

10.1. Reselling. We have the right to cancel or withhold Referral Fees for any Qualified Orders or Actions we suspect to be made with intent to resell and/or produce sales or actions that are made through fraudulent or illegal means.

10.2. Cancellations. We reserve the right to reverse orders or Qualified Actions due to cancellations, duplicate tracking, returns, disputed charges, and Program violations as outlined in this Agreement.

10.3. Violations. If a violation of this Agreement occurs we reserve the right to reverse orders, set your Referral Fee Rate to 0% and/or suspend you from the program for the period or orders in question.

11. Customer Policies And Pricing

11.1.Customer Status. Customers who buy products through the Program will be deemed to be customers of Baby Central, without affecting their status as your customer.

11.2. Customer Policies. All of our rules, policies and operating procedures concerning customer orders, customer service and sales will apply to those customers when using our site.