Next Steps Partner Program Agreement

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: 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. 

By agreeing to participate in the Partner Program, You agree with and accept all of the terms and conditions contained in this Agreement, and Next Steps' other policies, including but not limited to Next Steps' Privacy Policy and Next Steps' Terms of Service (collectively, “Next Steps' Policies”). For the avoidance of doubt, all such Next Steps' Policies form part of this Agreement and are incorporated by reference. 

  1. Partner Responsibilities

1.1. Marketing Activities 

  1. Partner will bear all costs and expenses related to Partner’s marketing or promotion of Next Steps' or Partner’s products or services associated with Partner’s participation in the Partner Program (collectively, “Partner Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by Next Steps in its sole discretion. 
  2. In no event will Partner engage in any Partner Marketing Activities except as expressly set forth in this Agreement. In conducting all Partner Marketing Activities, Partner will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”. 
  3. Without limiting the generality of Section 1.1.2, Partner will (i) not send any email regarding Next Steps to any individual or entity that has not requested such information; (ii) always include Partner’s contact information and “unsubscribe” information in any email regarding Next Steps; and (iii) not imply that such emails are being sent on behalf of Next Steps. 
  4. A Partner will not (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to Next Steps; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Next Steps; (iii) make any false, misleading or disparaging representations or statements with respect to Next Steps; (iv) solicit any of Next Steps' customers to leave Next Steps; (v) copy, resemble or mirror the look and feel of Next Steps' websites, Next Steps' logo or Next Steps' services or otherwise misrepresent Partner’s affiliation with Next Steps; or (vi) engage in any other practices that may adversely affect the credibility or reputation of Next Steps, including but not limited to, sending email communications or using any website in any manner, or having any content on any website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to Next Steps or the Partner’s services; (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities; or (c) violates any intellectual property or other proprietary rights of any third party; or (d) violates Next Steps Terms of Service. 
  5. Anything Partner communicates in marketing or advertising any Next Steps service or opportunity must be true and accurate. Claims that relate to any Next Steps service or opportunity that are untrue or fraudulent are strictly prohibited. Partner may not claim that any government, person, or entity endorses or supports Next Steps. Partner may not use the intellectual property of any other person or entity in advertising any Next Steps service or opportunity. 


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. Partner will not promote or advertise Next Steps on coupon, deal, or discount sites or on GTP/Get Paid to Click or other incentivized sites, or display any offer code on a public-facing page or through the use of a “click to display” offer code. 
  2. Partner will not use its links directly in any pay-per-click advertising; 
  3. Partner will not purchase search engine or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the Next Steps name or logo or any variations or misspellings thereof that may be deceptively or confusingly similar to Next Steps. 
  4. Partner will not create or participate in any third party networks or sub-affiliate networks without the express written permission of Next Steps. 
  5. Partner will not use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links. 
  6. Partner will not use direct linking to any page on any Next Steps website, without prior written permission from Next Steps. 
  7. Partner will not mask its referral sites or use deceptive redirecting links. 
  8. Partner will not disparage the products or services of any other person or entity, including without limitation the products or services of a competitor of Next Steps, any other customer or partner of Next Steps, or Next Steps itself. 


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. Partner is not required to purchase Path to Proficiency membership in order to be a Partner. Partner must have a Path to Proficiency membership in order to use the Path to Proficiency content.  
  2. If the Partner is an individual, You must be the older of (i) 18 years; or (ii) at least the age of majority in the jurisdiction where You reside and from where You carry out Partner activities. 
  3. To become a Partner, Partner must create a Partner Account by providing all information indicated as required. Next Steps may reject an application for a Partner Account for any reason, in its sole discretion. Partner acknowledges that Next Steps will use the email address provided by Partner as the primary method for communication. Partner is responsible for keeping its Partner Account password secure. Next Steps cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Partner Account and password. 
  4. Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner. 
  5. Partner will promptly inform Next Steps of any information known to Partner that could reasonably lead to a claim, demand or liability of or against Next Steps by any third party. 
  6. Partner acknowledges and agrees that Next Steps may amend this Agreement at any time by posting the relevant amended and restated Partner Program Agreement on Next Steps' website, available at such amendments to the Agreement are effective as of the date of posting. If a significant change is made, Next Steps will provide reasonable notice by email. Partner’s continued participation in the Next Steps Partner Program after the amended Partner Program Agreement is posted to Next Steps' website constitutes Partner’s agreement to, and acceptance of, the amended Agreement. If Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the Next Steps Partner Program. 
  7. Partner acknowledges and agrees that Partner’s participation in the Next Steps Partner Program, including information transmitted to or stored by Next Steps, is governed by the Next Steps Privacy Policy found at 
  8. If Partner’s recruiting efforts include claims related to the potential income a Next Steps customer can make, or if You make reference to income You have made, or if You make reference to any lifestyle opportunities You have because of Next Steps, the following guidelines must be adhered to: (a) Your statements must be completely true and accurate and supported by evidence; (b) if You use a hypothetical scenario, You must clearly label it as a hypothetical scenario. 


  1. Referral Fees

2.1. Payment of Fees 

  1. Upon acceptance into the Partner Program, You will be assigned one or more unique Partner URLs that You will use to advertise Next Steps. When another person (a “Prospect”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”)) will be set in the Prospect’s browser. When the Prospect creates a Next Steps account by using Your Partner URL, the Cookie on the Prospect’s browser, corresponding to Your unique URL, registers a “Sale,” and each such account is a “Sold Account.” In the event that a Prospect has multiple Partner Cookies, the most recently-acquired Cookie will determine which Partner is credited with a Sale. 
  2. Subject to Partner’s compliance with this Agreement, You will be entitled to a referral fee for each Sold Account that generates a payment to Next Steps.  The referral fee amount is 2% of all fees received by Next Steps for a Path to Proficiency Site Membership (the “Referral Fees”). Payments of any Referral Fees will be made each month following Next Steps receipt of such payments and after the 30 day money back guarantee has passed. 
  3. Referral Fees are paid only for transactions that actually occur between Next Steps and a Prospect. If the transaction does not actually occur, or if payment from a Sale is not actually received by Next Steps, You will not be paid a Referral Fee on the transaction. If a referral does not link or attach to Your Partner account within 30 days from such referral’s subscribing to Next Steps' services, such referral will not be deemed Your Sold Account and You will not be entitled to any Referral Fees from such referral. In order for an account to be linked to your Partner account, a referral must use your affiliate link directly.   If payment for a Sold Account later results in a refund or charge-back, and if a Referral Fee was paid to You for that Sold Account payment, then the Referral Fee will be deducted from any future Referral Fees. If Next Steps determines, in its reasonable discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement, in addition to Next Step's rights under Section 3.1, no Referral Fees will be paid to You for such Sale, or if such violation or fraud is discovered by Next Steps after payment, such amounts shall be deducted from any future Referral Fees.  A referral may request at any time to be removed from Your Partner Account and upon such request, You will no longer be entitled to receive any Referral Fees for such referral. 


2.2. Partner Representations; Taxes 

  1. Partner hereby represents and warrants to Company that You are engaged in an independent business enterprise, and that You have complied with all business requirements necessary to operate Partner's business, if any, such as licensing, tax and other business operation requirements. 
  2. You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any Referral Fees You receive from Next Steps. If You are not a resident of the United States, Next Steps may withhold tax (including without limitation VAT) where required to by applicable law. Where Next Steps is required to withhold tax, Next Steps will document such withholding. 


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. 


  1. Termination

3.1. Termination 

  1. Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party. 
  2. Fraudulent or other unacceptable behavior by Partner, including breach of any Next Steps Policies, as determined by Next Steps in its sole discretion, may result in one or more of the following actions being taken by Next Steps: (a) termination of Your affiliation with Next Steps in its entirety and termination of all services provided to You; (b) suspension of some or all Your privileges under the Partner Program; and/or (c) termination of Your Partner account entirely without notice to, or recourse for, You, in which case You shall forfeit all Referral Fees owed to You, either as of the date of termination or thereafter accruing. 
  3. At any time that your Next Steps customer account is cancelled or suspended by either Party, Partner’s participation in the Partner Program shall be automatically terminated and Partner shall no longer be entitled to any further Referral Fees. If Partner later activates a Next Steps customer account, Partner will be entitled to apply for participation in the Partner Program and to earn Referral Fees on any new Sold Accounts. For the purpose of clarity, Partner will forfeit all Referral Fees from its Sold Accounts prior to such termination. 


3.2. Results of Termination 

  1. Upon termination of this Agreement: (a) Partner will immediately cease displaying any Next Steps Materials (as defined below) or Next Steps name or logo on any website or otherwise; and (b) all rights granted to Partner under this Agreement will immediately cease, including but not limited to the right of Partner to access the Partner Account and Partner Dashboard, or to receive any payments of Referral Fees under this Agreement, unless otherwise determined by Next Steps in its sole discretion. 
  2. This Section 3.2 and the following Sections will survive any termination or expiration of this Agreement: Section 4.5 (Proprietary Rights of Next Steps), Section 5 (Confidentiality), Section 6 (Disclaimer of Warranty), Section 7 (Limitation of Liability and Indemnification), and Section 8 (General Provisions). In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination. 


  1. Intellectual Property Rights

4.1. Next Steps Materials 

  1. All Next Steps Materials will be solely created and provided by Next Steps unless otherwise agreed to by Next Steps in writing in advance. Next Steps will provide Partner with copies of, or access to, Next Steps Materials. By using the Next Steps Materials, You indicate Your acceptance of Next Steps usage guidelines set forth in this Agreement and You understand that a violation of these guidelines or this Agreement will result in the termination of Your license or permission to use the Next Steps Materials. The Next Steps Materials are provided “as is” and without warranty of any kind. 
  2. Partner may display Next Steps Materials on its websites solely for the purpose of marketing and promoting Next Steps and its services during the term of this Agreement, or until such time as Next Steps may, upon reasonable prior notice, instruct Partner to cease displaying the Next Steps Materials. Partner may not alter, amend, adapt or translate the Next Steps Materials without Next Steps' prior written consent. Nothing contained in any Next Steps Materials will in any way be deemed a representation or warranty of Next Steps. The Next Steps Materials will at all times be the sole and exclusive property of Next Steps and no rights of ownership will at any time vest with Partner even in such instances where Partner has been authorized by Next Steps to make changes or modifications to the Next Steps Materials. 
  3. Next Steps Materials” means any marketing or promotional materials relating to Next Steps or its products, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the Next Steps name and logo. 


4.2. Next Steps Identifiers 

  1. During the term of this Agreement, Next Steps hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Next Steps name and logo for the sole purpose of marketing and promoting Next Steps and its services. Partner acknowledges and agrees that: (a) it will use Next Steps' identifiers only as permitted under this Agreement; (b) it will use the Next Steps identifiers in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Next Steps in writing from time to time; (c) the Next Steps identifiers are and will remain the sole property of Next Steps; (d) nothing in this Agreement will confer in Partner any right of ownership in the Next Steps identifiers and all use thereof by Partner will inure to the benefit of Next Steps; (e) Partner will not, now or in the future, apply for or contest the validity of any Next Steps identifiers; and (f) Partner will not, now or in the future, apply for or use any term or mark confusingly similar to any Next Steps name or logo identifiers. 


  1. “Next Steps Identifiers” means the logos, service marks and trade names of Next Steps, whether registered or unregistered, including but not limited to the word mark Next Steps and the steps design. 


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. 

  1. Your use must not mislead consumers as to our sponsorship of, affiliation with or endorsement of your company or your products or services. 
  2. The Next Steps Identifiers are the exclusive property of Next Steps. All goodwill that results from Your use of the Next Steps Identifiers will be solely to Next Steps benefit. You will not take any action that is at odds with Next Steps rights or ownership of the Next Steps Identifiers.  
  3. The Next Steps Identifiers must be used in a respectful manner. The Next Steps Identifiers may not be used in a way that harms Next Steps, our products, services, or personnel, in a manner which, in Next Steps' opinion, lessens or otherwise damages the reputation or the goodwill in Next Steps brand assets. You may not associate the Next Steps Identifiers or any other of Next Steps brand assets with any illicit or illegal activities or use them in a way that is deceptive or harmful. 
  4. You may use the Next Steps Identifiers to advertise Next Steps in your non-paid advertising. Any time You use the Next Steps Identifiers, You must do so in a way that is not likely to confuse readers or cause them to think that You are speaking for Next Steps. Whether Your use of Next Steps is confusing will be determined by Next Steps in Next Steps' sole and absolute discretion. 
  5. 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.


4.4. Restrictions on Partner’s Use of the Next Steps Identifiers 

Notwithstanding Section 4.1, Partner will not: 

  1. use the Next Steps Identifiers or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services (including without limitation, in the name or design of any application or theme), unless granted express written permission by Next Steps in advance of each use; or 
  2. purchase or register search engine or other pay-per-click keywords (such as Google AdWords), trademarks, email addresses or domain names that use the Next Steps Identifiers or any variations or misspellings thereof that may be deceptively or confusingly similar to the Next Steps Identifiers. 


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. 


  1. Confidentiality

5.1 Definition 

“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. 

5.2 Covenants 

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. 


  1. Disclaimer of Warranty

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. 


  1. Limitation of Liability and Indemnification

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. 

  1. General provisions

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. 

8.3. Non-Exclusivity 

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. 

8.4. Notice 

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, 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. 

8.7. Assignment 

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.   

8.11. Language 

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. 

8.12. Severability 

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. 

August, 2020


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