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 Next Steps Products (Acceleration classes or the Next Steps Coaching Membership) 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.  

By clicking on “Become a Partner” or a similar button during sign-up for the Next Steps Partner Program, you agree to the following Partner Program Agreement (the “Agreement”). This Agreement is between you, the partner (“You” or “Partner”), and Next Steps (“Next Steps”), a shared project managed by ESL Consulting Services, Inc., and Strategic Steps LLC. Throughout this document, "Next Steps" encompasses all aspects of the Next Steps project and its parent organizations.

 1. Partner Responsibilities

1.1 Marketing Activities

2. Partner will cover all costs associated with marketing or promoting Next Steps' products or services (collectively, “Partner Marketing Activities”), unless otherwise specified by Next Steps. 
3. Partner will only engage in marketing activities as outlined in this Agreement and will comply with all applicable laws, including those related to email marketing and “spamming”.
4. Specifically, Partner will (i) refrain from sending unsolicited emails regarding Next Steps; (ii) include contact and “unsubscribe” information in emails; and (iii) not imply that emails are sent on Next Steps' behalf.
5. Partner will not (i) use offline marketing methods like fax or telemarketing for Next Steps; (ii) use aggressive advertising methods such as malware; (iii) make false or misleading statements about Next Steps; (iv) solicit Next Steps' customers to leave; (v) imitate Next Steps' website or branding; or (vi) engage in practices that damage Next Steps' reputation or violate its Terms of Service.
6. All marketing claims must be truthful. Partner may not falsely claim endorsements or use others’ intellectual property in advertising Next Steps services.

1.2 Compliance with Laws

Partner will perform its obligations under this Agreement according to industry standards and comply with all relevant laws and regulations.

1.3 Unauthorized and Prohibited Activities

1. Partner will not promote Next Steps on coupon or incentivized sites or use offer codes publicly without permission.
2. Partner will not use links in pay-per-click advertising or purchase related keywords that include Next Steps' name or logo.
3. Partner will not create third-party or sub-affiliate networks without written permission from Next Steps.
4. Partner will not use fraudulent traffic methods, direct linking to Next Steps’ pages without permission, or deceptive redirecting links.
5. Partner will not disparage other products or services, including those of competitors or Next Steps.

1.4 FTC Guidelines

1. The Federal Trade Commission in the United States (“FTC”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of the Partner Program with Next Steps, Partner receives compensation for referrals made to Next Steps. This may establish a “material connection” according to FTC rules, which creates an obligation for Partner to provide disclosure to consumers. 
2. Full compliance with these guidelines requires, among other things, that (a) Partner clearly and conspicuously disclose that Partner is being compensated for referring customers to Next Steps; and (b) Partner is not engaged in misleading or deceptive advertising. For further information Partner should refer to the statement released by the FTC regarding these guidelines. 

1.5 Other Partner Terms

1. Partner must be an active Next Steps subscriber but is not required to purchase a membership to participate. A coaching membership is required to access coaching content.
2. You must be 18 years or older.
3. To become a Partner, you must create a Partner Account with all required information. Next Steps may reject applications at its discretion. Next Steps will use the provided email for communication, and you are responsible for securing your account password.
4. You are responsible for fulfilling all obligations under this Agreement, including those delegated to third parties.
5. Inform Next Steps of any information that could lead to third-party claims against Next Steps.
6. Participation in the Partner Program and related data is governed by the Next Steps Privacy Policy at [https://www.nextstepsprojectglad.com/terms](https://www.nextstepsprojectglad.com/terms).
7. Your recruiting efforts should not include claims about potential income or personal lifestyle benefits from Next Steps.

2. Referral Fees

2.1. Payment of Fees

1. Upon acceptance into the Partner Program, you will receive an unique Partner URL to advertise Next Steps. When a person (a “Prospect”) clicks your URL, a cookie (“Cookie”) will be set in their browser. If the Prospect creates a Next Steps account using your URL, the Cookie will register a “Sale,” and that account will be considered a “Sold Account.” If a Prospect has multiple Cookies, the most recent one will determine the Partner credited with the Sale. A cookie is active for 30 days.
2. You will earn a referral fee of 2% of the fees Next Steps receives for each Sold Account that results in payment, provided you comply with this Agreement. Referral Fees are paid monthly, after the 30-day money-back guarantee period. 

3. Referral Fees are only paid for actual transactions between Next Steps and a Prospect. If a Sale is not completed or if payment is not received, no Referral Fee will be paid. If a referral is not linked to your Partner account within 30 days of subscribing, it will not count as a Sold Account. If a Sold Account results in a refund or charge-back, any paid Referral Fee will be deducted from future Referral Fees. If a Sale is determined to be fraudulent or in violation of this Agreement, no Referral Fee will be paid, and any paid fees may be deducted from future payments. You will no longer receive Referral Fees if a referral requests removal from your Partner Account.
4. Referral Fees are only paid for initial Sold Accounts. Referral Fees are not paid for subsequent registrations or renewals. 

2.2. Partner Representations; Taxes

1. You represent that you are operating an independent business and have met all necessary business requirements, including licensing and tax obligations.
2. You are responsible for any taxes on Referral Fees you receive. If you are outside the United States, Next Steps may withhold taxes, such as VAT, as required by law. Next Steps will document any withholding.

2.3. Inventory Loading/Rebates

You will not receive Referral Fees for payments made on your own account. You are prohibited from opening accounts under false names, using others’ names, or paying for another person’s account. Offering cash rebates or other incentives to secure Sales is also prohibited. Violations of this policy will be considered a material breach of this Agreement, and you will need to repay any Referral Fees earned through such violations.

3. Termination

3.1. Termination

1. Either party may terminate this Agreement at any time with or without cause, effective immediately upon notice.
2. If you engage in fraudulent or unacceptable behavior, including violating any Next Steps Policies, Next Steps may take one or more of the following actions: (a) terminate your affiliation and all services provided to you; (b) suspend some or all of your privileges under the Partner Program; and/or (c) terminate your Partner account without notice, resulting in forfeiture of all Referral Fees.
3. If your Next Steps customer account is cancelled or suspended, your participation in the Partner Program will automatically end, and you will forfeit any future Referral Fees.

3.2. Results of Termination

1. Upon termination, you must immediately stop displaying any Next Steps materials or using the Next Steps name or logo. All rights granted under this Agreement will cease, including access to your Partner Account and Dashboard, and the right to receive Referral Fees, unless otherwise determined by Next Steps.
2. Sections 4.5 (Proprietary Rights of Next Steps), 5 (Confidentiality), 6 (Disclaimer of Warranty), 7 (Limitation of Liability and Indemnification), and 8 (General Provisions) will survive termination. Additionally, any provisions that are naturally intended to survive will continue after termination.

4. Intellectual Property Rights

4.1. Next Steps Materials

1. **Creation and Provision**: Next Steps will create and provide all Next Steps Materials unless otherwise agreed in writing. Next Steps will provide Partner with copies of or access to these materials. By using them, you agree to Next Steps' usage guidelines and understand that violation of these guidelines will result in termination of your license or permission. Next Steps Materials are provided "as is" without any warranty.
2. **Usage and Ownership**: Partner may display Next Steps Materials on its websites solely for marketing and promoting Next Steps and its services during this Agreement's term. Partner must cease displaying these materials upon reasonable notice from Next Steps. Partner may not alter or translate the materials without prior written consent. All rights to Next Steps Materials remain with Next Steps, and no ownership rights transfer to Partner, even if Partner is authorized to make modifications.
3. **Definition**: "Next Steps Materials" includes marketing and promotional materials related to Next Steps or its products, such as copyrighted content, hypertext links, domain names, icons, banners, graphic files, images, and the Next Steps name and logo.

4.2. Next Steps Identifiers

1. **License and Usage**: Next Steps grants Partner a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use Next Steps name and logo solely for marketing and promoting Next Steps and its services. Partner agrees to use these identifiers according to the guidelines provided by Next Steps and acknowledges that they remain Next Steps' sole property. Partner will not contest or apply for similar marks.
2. **Definition**: "Next Steps Identifiers" includes logos, service marks, and trade names of Next Steps, whether registered or unregistered, such as the Next Steps word mark and design.

4.3. Trademark Usage Guidelines

Partner must use the Next Steps Identifiers as follows:

4. **No Misleading Associations**: Ensure use does not mislead consumers about Next Steps' sponsorship, affiliation, or endorsement of your products or services.
5. **Goodwill and Ownership**: Any goodwill from using the identifiers benefits Next Steps. Partner must not undermine Next Steps' rights or ownership.
6. **Respectful Usage**: Use identifiers in a manner that does not harm Next Steps or its reputation. Avoid associating them with illegal or deceptive activities. 
7. **Advertising**: Use identifiers in non-paid advertising without causing confusion about representing Next Steps. Confusion will be determined solely by Next Steps.
8. **Disclaimer**: Display the following disclaimer prominently in communications: "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 receive referral payments from Next Steps. All opinions expressed are my own and not official statements of Next Steps."

4.4. Restrictions on Use

Partner shall not:

1. **Business and Domain Names**: Use Next Steps Identifiers or similar variations in business names, logos, branding, advertising, social media, or domain names without prior written consent from Next Steps.
2. **Keywords and Domains**: Purchase or register keywords, trademarks, email addresses, or domain names that use or are similar to the Next Steps Identifiers.

4.5. Proprietary Rights

All Next Steps Materials, Identifiers, and related intellectual property (collectively, "Next Steps Property") remain the exclusive property of Next Steps (ESL Consulting Services, Inc., and Strategic Steps LLC). If any Next Steps Property inadvertently vests in Partner, Partner assigns all rights, title, and interest to Next Steps and waives any moral rights.

5. Confidentiality

5.1 Definition

"Confidential Information" refers to any non-public information related to a Party's business, including but not limited to technical processes, customer lists, product designs, financial data, business plans, and marketing strategies. This includes information not marked as confidential but is recognized as proprietary. For clarity, information about Next Steps' customers or partners is considered Confidential Information of Next Steps.

5.2 Covenants

Each Party agrees to use the other Party’s Confidential Information solely for fulfilling obligations under this Agreement and in accordance with its terms. Each Party will protect such information with at least the same level of care as it uses for its own proprietary information. Disclosure is only permitted:

- To employees, agents, and subcontractors who need access to perform obligations under this Agreement and are bound by confidentiality obligations similar to those in this Agreement.

- As required by law, regulation, or court order, with prompt written notice to the disclosing Party and efforts to ensure confidential treatment.

Confidential Information does not include information that:

- Was public or known to the receiving Party before disclosure.

- Is independently developed by the receiving Party without using the disclosing Party’s Confidential Information.

- Is obtained from a third party lawfully and without breaching this Agreement.

6. Disclaimer of Warranty

The Next Steps Partner Program, services, Identifiers, and Materials are provided "as-is" without any warranties, express or implied. Next Steps disclaims all warranties, including those of merchantability, non-infringement, and fitness for a particular purpose. Next Steps also disclaims any representations that its services, Identifiers, or Materials will meet all Partner’s requirements or be free from interruptions, errors, or harmful components.

7. Limitation of Liability and Indemnification

7.1 Limitation of Liability

Next Steps will not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages related to the Partner Program, services, Identifiers, or Materials. This includes, but is not limited to, damages for lost profits, goodwill, use, data, or other intangible losses. Next Steps' liability, if any, is limited to the Referral Fees paid to Partner in the six (6) months preceding the claim. This limitation applies to all causes of action, including breach of contract, negligence, and other torts, to the fullest extent permitted by law.

7.2 Partner Indemnification

Partner agrees to indemnify, defend, and hold harmless Next Steps and its Indemnified Parties (directors, officers, employees, subcontractors, and agents) against any claims arising from:

- Partner’s breach of any Agreement terms.

- Partner’s gross negligence or willful misconduct.

- Any third-party warranties or guarantees made by Partner.

- Breach of the Agreement or Next Steps Policies.

- Claims that Partner’s products or services infringe third-party rights.

- Partner’s taxes or related penalties.

- Performance issues with Partner’s products or services.

7.3 Notice of Indemnification

To claim indemnification, the Indemnified Party must promptly notify Partner in writing of any relevant claim. The Indemnified Party may assist in the defense at its own expense, but Partner will control the defense and settlement negotiations. Partner cannot settle any claim that could impose liability on the Indemnified Party without its prior written consent.

8. General Provisions

8.1 Force Majeure

Next Steps will not be liable for any delay or failure to perform obligations under this Agreement due to causes beyond its reasonable control, including but not limited to natural disasters, labor disputes, power outages, telecommunications failures, government actions, terrorism, or war.

8.2 Independent Contractors

The Parties are independent contractors. Neither Party acts as an agent, representative, or affiliate of the other. This Agreement does not create any association, agency, joint venture, or partnership, nor does it impose any liability attributable to such a relationship.

8.3 Non-Exclusivity

This Agreement does not create an exclusive arrangement. Both Parties are free to enter into similar agreements with others, provided they do not breach their obligations under this Agreement, including confidentiality obligations.

8.4 Notice

All notices, approvals, requests, or other communications under this Agreement must be in writing and are considered delivered on the date sent by email to Partner at [email protected].

8.5 No Waiver

A Party’s failure to enforce any provision or right under this Agreement does not constitute a waiver of that provision or right. Any waiver must be in writing and signed by the waiving Party.

8.6 Entire Agreement

This Agreement, including all Next Steps Policies listed on nextstepsprojectglad.com, any completed application forms, and other referenced documents, constitutes the entire agreement and supersedes all prior agreements. No additional terms will be binding unless expressly agreed to in writing by the Parties.

8.7 Assignment

This Agreement binds and benefits the Parties and their respective heirs, successors, and permitted assigns. Next Steps may assign this Agreement without notice or consent. Partner may not assign or transfer this Agreement or any rights or obligations without Next Steps' prior written consent.

8.8 Applicable Laws

This Agreement is governed by the laws of the State of Washington, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

8.9 Competitive Materials

Next Steps may develop or market materials, products, or services that compete with Partner’s offerings, provided that Next Steps does not use Partner’s Confidential Information in such activities.

8.10 Modifications

Next Steps may modify this Agreement (including any policies) at any time by posting a revised version on its website or notifying Partner as per Section 8.4. Continued participation in the Partner Program after modifications indicates acceptance of the new terms. Partner should regularly review the Next Steps website for updates.

8.11 Language

All communications and notices under this Agreement must be in English.

8.12 Non-exclusive Remedies

In the event of a breach or threatened breach by Partner, Next Steps has the right to:

(a) Enjoin the activity without showing damages or posting bond;

(b) Terminate this Agreement and Partner’s access to the Partner Program;

(c) Seek a refund of amounts paid to Partner;

(d) Be indemnified for losses, damages, or liabilities incurred due to the breach, as outlined in Section 7.

8.13 Severability

If any provision of this Agreement is found invalid, illegal, or unenforceable, it will not affect the remaining provisions. The Agreement will be construed as if the invalid, illegal, or unenforceable provision were not included.

August 2024