These are the cliff notes for quick reference, but the full legal text is below. As a partner, you agree to the following:
1. The proper use of your shared partner link is important. You may share your link with individuals or organizations who are interested in OCDE Project GLAD® customized supports and have asked for your recommendation.
2. You may not aggressively market Next Steps, otherwise known as "spamming", and you may not send any email regarding Next Steps to any individual or entity that has not requested such information.
Please make yourself familiar with the other Do's and Don'ts of marketing and the FTC guidelines in section 1 of the full legal text below.
3. You will receive a 2% commission on sales for Path to Proficiency Site Memberships if that sale came from your unique partner link. Commissions will be paid out to your PayPal account after Next Steps receives the payment for the sale and the customer's 30 day money back guarantee has passed.
4. If a refund or a charge back is requested from a sale that was linked to your unique link, and if a commission was paid to you for that sale, the amount will be deducted from any future referral fees.
5. You are responsible for your own business taxes resulting from Next Steps commissions. If you are outside the US, please refer to section 2 to review VAT guidelines.
6. You must plainly display (i.e., not in a link, or in small font) the following disclaimer in any website, social media site, email, and/or other communication or media you choose to use: I am not an employee or representative of Next Steps, ESL Consulting Services, Inc. or Strategic Steps LLC. I am an independent Next Steps Partner and I receive referral payments from Next Steps in this role. All opinions expressed herein are my own and are not official statements of Next Steps or any party affiliated with Next Steps.
Please see section 4 for additional guidelines on intellectual property.
7. The Next Steps Partner Program is not a legal business partnership, with any of the privileges a business partnership entails. The Next Step Partner Program is an affiliate relationship between Next Steps and separate individuals or organizations.
Here is the full legal text
By clicking on “Become a Partner” (or a similar box or button) when you sign up to be a Next Steps Partner or participate in any Partner Program activities, you agree to be bound by the following Partner Program Agreement (the “Agreement”). The Agreement is between you, as partner (“You” or “Partner”), and Next Steps (“Next Steps”). Next Steps is a shared project created, owned and managed by ESL Consulting Services, Inc., and Strategic Steps LLC. Hereto within this document the title 'Next Steps' represents all that is associated within the Next Steps project and its parent organizations, ESL Consulting Services, Inc., and Strategic Steps LLC.
Each Partner and Next Steps may be referred to as a “Party”, and together as the “Parties”. Next Steps reserves the right to update and change the Agreement by posting updates and changes here: https://www.nextstepsprojectglad.com/Partner-Agreement If a significant change is made, we will provide reasonable notice by email. You are advised to check the Agreement from time to time for any updates or changes that may impact You. Any reference to the Agreement includes any and all terms and documents incorporated by reference.
1.1. Marketing Activities
1.2. Compliance with Laws
In addition to, and without limiting the provisions of this Agreement, Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.
1.3 Unauthorized and Prohibited Activities
1.4. FTC Guidelines
1.5. Other Partner Terms
2.1. Payment of Fees
2.2. Partner Representations; Taxes
2.3. Inventory Loading/Rebates
Partner will not be paid any Referral Fees for payments made on Your own User Account(s). Partner is not permitted to open a Next Steps account under the name of another person or entity, or under a fictitious name. Partner is not permitted to open a Next Steps account under any name merely for the purpose of obtaining Referral Fees or any other compensation, including without limitation incentives or prizes that may be offered from time to time. Partner may not pay for another person’s account. Partner is not permitted to offer cash rebates or other monetary incentives to actual or potential Sales. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to Next Steps all Referral Fees earned as a result of any such violation.
3.2. Results of Termination
4.1. Next Steps Materials
4.2. Next Steps Identifiers
4.3. Trademark Usage Guidelines
Partner shall only use and visually present the Next Steps Identifiers as follows. Partner agrees that Your use of the Next Steps Identifiers in violation of these guidelines will result in automatic termination of Your participation in the Partner Program, this Agreement, and the license and/or permission to use the Next Steps Identifiers.
4.4. Restrictions on Partner’s Use of the Next Steps Identifiers
Notwithstanding Section 4.1, Partner will not:
4.5. Proprietary Rights of Next Steps
As between Partner and Next Steps, the Next Steps Materials, Next Steps Identifiers, all information relating to Next Steps' services, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, videos, websites, and any additional intellectual or other property used by or on behalf of Next Steps or otherwise related to Next Steps' services, the Partner Program,, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Next Steps Property”) will be and remain the sole and exclusive property of Next Steps, (ESL Consulting Services, Inc., and Strategic Steps LLC). To the extent, if any, that ownership of any Next Steps Property does not automatically vest in Next Steps by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to Next Steps, upon the creation thereof, all rights, title and interest Partner may have in and to such Next Steps Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.
“Confidential Information” will include, but will not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between Next Steps and Partner, any information related to a Next Steps customer or other partner is the Confidential Information of Next Steps.
Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 5. Each Party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations under this Agreement, who each will treat such Confidential Information as provided in this Agreement, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained in this Agreement; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party will give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the other Party’s/ies’ Confidential Information, and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.
The Next Steps Partner Program, Next Steps services, Next Steps Identifiers, and Next Steps Materials are provided “as-is”. Next Steps makes no warranties under this Agreement, and Next Steps expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, Next Steps further disclaims all representations and warranties, express or implied, that the Next Steps services, the Next Steps Identifiers, or the Next Steps Materials satisfy all of Partner’s requirements and or will be uninterrupted, error-free or free from harmful components.
7.1. Limitation of Liability
Next Steps will have no liability with respect to the Next Steps Partner Program, the Next Steps services, the Next Steps Identifiers, the Next Steps Materials or Next Steps' obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from Next Steps' services, the Next Steps Identifiers, the Next Steps Materials or Partner’s participation or inability to participate in the Next Steps Partner Program, even if Next Steps has been advised of the possibility of such damages. In any event, Next Steps' liability to Partner under this Agreement for any reason will be limited to the Referral Fees paid to Partner by Next Steps during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The foregoing limitations will apply to the fullest extent permitted by applicable law.
7.2. Partner Indemnification
Partner agrees to indemnify, defend and hold harmless Next Steps and the directors, managers, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Partner’s gross negligence or willful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Next Steps granted by Partner to any third party; (d) Partner’s breach of any term of this Agreement or the Next Step Policies (including any documents it incorporates by reference); (e) any third party claim that Partner’s products or services infringes the intellectual property or other rights of a third party; (f) Partner taxes, including any audits or penalties related thereto; and (g) the performance, non-performance or improper performance of the Partner’s products or services.
7.3. Notice of Indemnification
In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Partner with written notice of any claim that the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.
8.1. Force Majeure
Next Steps will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
8.2. Independent Contractors
The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or related entity of the other Party. Neither Next Steps nor the Partner will have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement will not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.
Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes on the delivery date if delivered by email to Partner’s email address [email protected]
8.5. No Waiver
The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. Each waiver will be set forth in a written instrument signed by the waiving Party.
8.6. Entire Agreement
This Agreement, including all Next Step Policies listed on nextstepsprojectglad.com, any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Next Steps nor the Partner will be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.
All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Next Steps will be permitted to assign this Agreement without notice to or consent from Partner. Partner will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without Next Steps' prior written consent, to be given or withheld in Next Steps' sole discretion.
8.8. Applicable Laws
This Agreement will be governed by and interpreted in accordance with the laws of the State of Washington, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded.
8.9. Competitive or Similar Materials
Next Steps is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for or by third parties, as well as marketing and distributing materials, products or services that are competitive with Partner’s products or services, provided that Next Steps does not use Partner’s Confidential Information in so doing.
8.10. Modifications to this Agreement
Next Step may modify this Agreement (including any Next Steps Policies) at any time by posting a revised version on the Next Steps website or by otherwise notifying Partner in accordance with Section 8.4. By continuing to participate in the Partner Program after the effective date of any modifications to this Agreement, Partner agrees to be bound by the modified terms. It is Your responsibility to check the Next Steps website regularly for modifications to this Agreement. We last modified this Agreement on the date listed on the end of this Agreement.
All communications and notices made or given pursuant to this Agreement must be in the English language.
8.12. Non-exclusive remedies
In the event of any breach or threatened breach by Partner of any provision of this Agreement, in addition to all other rights and remedies available to Next Steps under this Agreement and under applicable law, Next Steps will have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security; (b) immediately terminate this Agreement and Partner’s access to the Partner Program; (c) receive a prompt refund of all amounts paid to Partner under this Agreement,; and (d) be indemnified for any losses, damages or liability incurred by Next Steps in connection with such violation, in accordance with the provisions of Section 7.
If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within the Agreement.