Mrs. Meyers
Program Terms
Affiliate Program Terms & Conditions
This Affiliate Agreement ("Agreement") contains the complete terms and conditions between S.C. Johnson & Son, Inc. (“SC Johnson,” “Company,” “our,” or “we”) and you (an “Affiliate,” “you,” or “your”), regarding your participation in the SC Johnson Affiliate Program (the “Program”).
BY SUBMITTING AN APPLICATION TO JOIN, BY PARTICIPATING IN THE PROGRAM, OR BY PERFORMING ANY AFFILIATE SERVICES AS PART OF THE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
1. Definitions.
● “Acceptable Usage Policies”: The SC Johnson Terms & Conditions, the SC Johnson Privacy Policy, Program Rules, and any other SC Johnson guidelines, policies, and procedures posted on the SC Johnson Site or otherwise made available to Affiliate.
● "Affiliate Site": The Affiliate's website(s) that link to the SC Johnson Site.
● “Affiliate Trademarks”: Your name, title, trademarks, service marks, social media handle, logos, and any other identifying indicia that you provide in connection with the Program.
● "Commission Fees": The amount you will be paid for each Qualified Purchase by a Referred Customer that you refer to SC Johnson subject to the Commission Threshold and pursuant to the terms of this Agreement.
● “Commission Threshold”: The amount of Commission Fees an Affiliate must accrue prior to receiving a payment on behalf of SC Johnson.
● “Licensed Materials”: The SC Johnson Site, the SC Johnson IP, and any other materials made available to you for promotional purposes in connection with the Program.
● “Link”: Qualifying links, tracking codes, and coupons made available through the Platform that direct to the SC Johnson Site or are designed to track a Qualified Purchase.
● “Non-Human and Fraudulent Traffic”: User activity that is determined by SC Johnson as any activity other than a natural person viewing a media placement actually displayed in the normal course of using a device (such as browsing through an online, mobile, or other technology or platform).
● “Platform”: The Awin affiliate marketing platform.
● “Program Rules”: Additional terms relating to the Program made available to You through the Platform and subject to the terms of this Agreement.
● "Qualifying Products": Products that are available for purchase from SC Johnson through a Link as part of the Program.
● "Qualified Purchase": The sale of Qualifying Products by SC Johnson to a Referred Customer during the Term that is not otherwise excluded under this Agreement and complies with Platform policies and Program Rules.
● "Referred Customer": Each new and unique customer referred by Affiliate through a Link that makes a Qualified Purchase.
● “SC Johnson IP”: The SC Johnson trademarks, name, logos, brands, or any of our other intellectual property or distinguishing marks, including the Links.
● “SC Johnson Site”: SC Johnson owned and operated web properties that you will link to using Links.
2. Enrollment in the Program. You must submit a completed Program application to begin the enrollment process via the Platform. We will evaluate your application and notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your proposed Affiliate Site is not suitable for the Program for any reason, including, but not limited to, its inclusion of content that is unlawful or otherwise violates our Acceptable Usage Policies. If your application is not accepted, you may reapply to the Program at any time; however, you may not link to the SC Johnson Site unless you are approved for the Program.
3. Promotion of Our Affiliate Relationship.
A. Use of Links. Once accepted into the Program, we will make Links available to you for use in connection with the Program. You agree to cooperate fully with us in order to establish and maintain such Links. You further agree that your use of the Links shall be in compliance with this Agreement at all times. SC Johnson may modify the Links from time to time at its sole discretion and without prior notice. You will not use graphic or textual images (indicating a Link) or text messages to promote SC Johnson that are not approved in writing and in advance by SC Johnson. All Affiliate Sites shall display the Links prominently in relevant sections of their website. Affiliate is responsible for notifying SC Johnson of any malfunctioning of the Links or other problems with Affiliate’s participation in the Program.
B. Restrictions on Use of SC Johnson IP. Except as permitted herein in connection with the Program, you shall not and are not authorized to (i) use SC Johnson IP (or any variations or misspellings thereof) or other term or terms confusingly similar to any of the foregoing, without SC Johnson’s express prior written permission; (ii) use SC Johnson IP, or any variations or misspellings thereof, or Licensed Materials in a domain or website name, pay-per-click ads, or in any bids for keywords or paid search ads; (iii) act in any way that causes or creates, or could cause or create, any confusion over the source of goods and services provided on the applicable Affiliate Site, including using SC Johnson IP in your domain or subdomain name, ad title, ad copy, display name or display URL; or (iv) redirect any customer or potential customer for the purpose of generating commissions to which Affiliate might otherwise not be entitled. Your use of SC Johnson IP in any manner, other than as expressly permitted hereunder, shall constitute unlawful infringement of SC Johnson’s intellectual property rights, and may subject you to claims for damages, and the obligation to pay SC Johnson’s legal fees and costs in connection with any action or proceeding in which SC Johnson seeks to enforce its rights under this agreement or with regard to any of SC Johnson’s intellectual property rights.
C. Affiliate Site Restrictions. Your use of the Links and your Affiliate Sites shall comply with the following guidelines and restrictions:
○ You may not:
■ Use cookie stuffing techniques that set the affiliate tracking cookie without the Referred Customer's knowledge, or include pop-ups, false or misleading links. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e. the page from where the click is originating).
■ Make any representations, either express or implied, or create an appearance that a visitor to your Affiliate Site is visiting our SC Johnson Site, e.g., "framing" or "wrapping" the Site in any manner without first obtaining in advance our express written permission.
■ Link or redirect any Link to any website other than SC Johnson Site, including, for example, your own websites;
■ Include in your Affiliate Site any price tracking and/or price alerting functionality relating to products sold on the Sites;
■ Shorten or obscure a Link, including through use of any link shortening service, button, hyperlink or other ad placement, in a way that may mislead or confuse a customer;
■ Cause spyware to be installed on another person’s computer, or use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising or other content on a website in a way that interferes with a person’s ability to view that website;
■ Use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking);
■ Promote ways to exploit eligibility or other “workarounds” to take advantage of any applicable offers that a Referred Customer would normally not be eligible for;
■ Falsely frame, mislead, or convey that generally-applicable offers are exclusive to your Link or Affiliate Site (e.g., SC Johnson sitewide deals, free shipping, etc.).
○ You may only use the Links provided to you through the Platform. You may not promote general links or other coupon or discount codes not provided to you through the Platform, including any obtained from SC Johnson’s non-affiliate advertising, e-mail newsletters, search or display advertising. Coupon codes that are not real, expired, not specific or are long-term, sitewide offers that do not require a code will not be considered valid Links.
4. Discounts and Consumer Promotions. You are not allowed to provide any refunds, sales promotions, rebates, credits, discounts, sweepstakes, or other consumer promotions involving Qualifying Products without SC Johnson’s prior written consent in each instance. Affiliates may only use and promote discounts and consumer promotions that are provided through the Program using the Links.
5. FTC Endorsement Compliance. We require all SC Johnson Affiliates to comply with applicable laws, regulations, and guidelines concerning advertising and marketing, including the Federal Trade Commission (FTC) Endorsement Guides, which require that material connections between advertisers and affiliate marketers be disclosed. This means that all Affiliate Sites and other materials that contain an endorsement or assessment of Qualifying Products must prominently disclose the fact that you receive compensation for Referred Customers. SC Johnson reserves the right to withhold Commission Fees and cancel the Affiliate relationship with you should we determine, at our sole discretion, that you are not in compliance with the previously mentioned guides or other applicable laws.
6. Compliance with Data Privacy and Security Laws. In order to ensure compliance with the California Consumer Privacy Act and/or other data privacy and security legislation applicable to either party, Affiliate agrees to the following: (i) not to sell any information disclosed by SC Johnson or received by Affiliate in connection with this Agreement, (ii) not to retain, use, or disclose any information disclosed by SC Johnson or received by Affiliate in connection with this Agreement for any purpose other than for the specific purpose of performing the services specified in this Agreement, including retaining, using, or disclosing the personal information for a commercial purpose other than providing the services specified in this Agreement, and (iii) not to retain, use, or disclose any information disclosed by SC Johnson or received by Affiliate in connection with this Agreement outside of the direct business relationship between the parties.
7. Commission Determination; Qualified Purchases.
A. We will track the Qualified Purchases generated by your Affiliate Site. Certain reporting information is available to you through the Platform. To permit accurate tracking, reporting, and commission accrual, you are responsible for ensuring that the Links between your Affiliate Site and the SC Johnson Site are properly formatted.
B. Commissions will be calculated based on the commission rates provided by SC Johnson for each Qualified Purchase. A “Qualified Purchase” does NOT include the following:
i. A purchase by a Referred Customer that was transferred from any SC Johnson partners, affiliates or subsidiaries.
ii. A purchase by a Referred Customer who is also associated with or subject to any SC Johnson refund, reseller, referral, or another program.
iii. A purchase by a Referred Customer that is not up to date on its payments.
iv. A purchase that was completed prior to the Affiliate joining the Program or was not tracked properly through a Link.
v. A purchase by a Referred Customer that has not been in good standing for a period of at least thirty (30) days or is in violation of Acceptable Usage Policies at the time the Commission Fees accrue.
vi. A purchase that SC Johnson suspects, in its sole discretion, is the result of fraud, which shall include but is not limited to, Non-Human and Fraudulent Traffic, the use of software that generates real and fictitious information, multiple accounts from the same customer, or the referral of accounts that do not comply with this Agreement.
vii. A purchase by a Referred Customer that has an excessive cancellation rate as determined in SC Johnson’s sole discretion.
viii. A purchase by a Referred Customer if the Referred Customer was offered or received coupons, refunds, credits, or discounts from the Affiliate without SC Johnson’s prior written consent in each instance.
ix. A purchase by a Referred Customer if the Affiliate or Referred Customer is in or is promoting a business-opportunity program, as determined by SC Johnson in our sole discretion.
x. A purchase by a Referred Customer who received a popup with a discounted offer, while leaving the SC Johnson Site during their purchase.
xi. A purchase by a Referred Customer engaging in "Domain Speculation," which is determined by the identification of two (2) web hosting accounts with the same Referred Customer's name, email address, or other identifying characteristics as determined by SC Johnson and/or the identification of two (2) or more web hosting accounts that have no content on their websites or have similar content, templates or formatting, as determined by SC Johnson, in our sole discretion.
B. All sales will remain in a 'sales pending period' and will not lock until the terms set forth within the locking period parameters of the Program.
C. SC Johnson reserves the right to withhold payment of Commissions Fees to Affiliates who are new to the Program in order to determine the legitimacy and cancellation rates of Referred Customers, or if SC Johnson suspects that Affiliate is in violation of this Agreement.
D. SC Johnson reserves the right to deduct from Affiliate's current and future Commission Fees any and all Commission Fees corresponding to what SC Johnson believes are any fraudulent, questionable, and canceled purchases.
E. SC Johnson reserves the right to immediately cancel or withhold for later review any Commission Fee that fails to meet the criteria of a “Qualified Purchase.” Any changes to decisions about canceled or withheld Commission Fees are strictly made at SC Johnson’s sole discretion.
F. In the event that a Referred Customer is determined to have an excessive cancellation rate after making an approved initial Qualified Purchase, as determined by SC Johnson in its sole discretion, SC Johnson reserves the right to withhold or decline pending and future Commission Fees to such Affiliate.
G. Any attempt by an Affiliate to manipulate, falsify or inflate Referred Customers, Qualified Purchases, or Commission Fees, defraud SC Johnson, or violate the terms of this Agreement will be subject to Affiliate’s immediate termination in the Program, voiding of current and past commissions, and forfeiture of any Commission Fees due to the Affiliate.
8. Accrual of Commissions. Commissions will accrue and only become payable once you (i) provide all relevant tax and address documentation, and (ii) reach any Commission Threshold, if applicable. SC Johnson reserves the right to change the Commission Threshold, which will be set forth in the Program Rules, if at all.
9. Commission Payments.
A. Subject to the terms of this Agreement and the accrual of Commission Fees as set forth above, Commission Fees will be calculated according to the specified percentage or dollar amount set forth via the Platform for each Qualified Purchase that accrues during the period for which such Commission Fee is being calculated.
B. Commission Fees will be processed as set forth in the Program Rules or as otherwise agreed between you and the Platform. SC Johnson will only compensate you for Qualified Purchases made in accordance with this Agreement.
C. Commission Fees shall be paid based on the current information in your profile on the Platform. You are required to notify us promptly of any change in your address by updating your profile information in the Platform. You can update or change your desired payment method at any time by updating your Affiliate profile located in the Platform. Any changes to your desired payment method may result in delays in payment.
D. SC Johnson, in its sole discretion, reserves the right to modify the available commission payment methods or payment schedule at any time. Such changes shall take effect when posted or as otherwise stated in the Platform.
E. Affiliate must file any disputes within forty-five (45) days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after forty-five (45) days of the date on which the disputed sale or event occurred will not be accepted by SC Johnson and Affiliate forfeits the right to dispute a potential claim.
F. It is solely your responsibility to provide SC Johnson with accurate tax and payment information that is necessary to issue a Commission Fee to you. If SC Johnson does not receive the necessary tax or payment information within forty-five (45) days of a Qualified Purchase which would otherwise trigger Commission Fees, the applicable commissions shall not accrue and no Commission Fees will be owed with respect to such Qualified Purchase.
10. Obligations Regarding Your Affiliate Site.
A. You are solely responsible for the development, operation, and maintenance of your Affiliate Site and for all materials that appear on your Affiliate Site. Such responsibilities include, but are not limited to, the technical operation of your Affiliate Site; creating and posting product descriptions and references, including the accuracy of such materials; ensuring that materials posted on your Affiliate Site do not and will not violate or infringe upon the rights of any third party, including any third party’s intellectual property rights, other proprietary rights, or rights of publicity or privacy, and are not and will not be libelous or otherwise illegal.
B. We have the right in our sole discretion to monitor transactions relating to SC Johnson and the Program through your Affiliate Site from time to time during the Term and for a period of two (2) years thereafter to determine if you are in compliance with the terms of this Agreement. You will maintain accurate and complete books and records regarding your participation in the Program, including the Links, Referred Customers, Commission Fees, where SC Johnson IP exists on Affiliate Site, and when the placement, distribution, or use started and stopped.
11. SC Johnson Responsibilities. SC Johnson, through its Platform, will be responsible for providing information necessary for you to make Links available from your Affiliate Site and for your participation in the Program. The Platform will be responsible for tracking the Qualified Purchases generated by your Affiliate Site, and providing compensation for Qualified Purchases as set forth herein.
12. Policies and Pricing. Referred Customers who buy Qualifying Products through our Program are deemed to be SC Johnson customers. The applicable Acceptable Usage Policies will apply to such customers. We may change the Acceptable Usage Policies and pricing at any time. For example, SC Johnson determines the prices to be charged for Qualifying Products sold through the Program in accordance with our own pricing policies. Prices and availability of Qualifying Products may vary from time to time, from Affiliate to Affiliate, and from region to region. Because price changes may affect Qualifying Products that you have listed on your Affiliate Site, you may not include price information on the Affiliate Site without prior express written approval from SC Johnson. We cannot guarantee the availability or price of any particular Qualifying Product.
13. E-mails and Publicity. You shall not create, publish, transmit or distribute, under any circumstances, any bulk email messages (also known as "SPAM") without prior written consent from SC Johnson, to be granted or denied in SC Johnson’s sole discretion, in each instance. Additionally, you may only send emails containing a SC Johnson Affiliate link and or a message regarding SC Johnson or SC Johnson's Program to people who have previously consented to receive such communications from you. Your failure to abide by this Section, the CAN-SPAM Act of 2003, our Acceptable Usage Policies, or any applicable laws relating to email or direct communications, in any manner, will be deemed a material breach of this Agreement by you and will result in the forfeiture by you of any and all rights you may have to any commissions and the termination of your participation in the Program. Further, if your account has excessive clicks in a very short period of time as determined by SC Johnson in its sole discretion, the Affiliate relationship may be terminated. You will not issue any press release or public announcement or make any public disclosure (including promotional or marketing materials and regardless whether in the form of news releases, advertising or solicitation materials, or blog or social media posting) regarding the existence or terms and conditions of this Agreement without the prior consent of SC Johnson. Additionally, you will ensure that neither you nor any of your affiliates will talk to media outlets or any other third party about SC Johnson’s objectives or communication strategy with respect to this Agreement.
14. Licenses and Use of SC Johnson Logos and Trademarks.
A. Subject to the limitations set forth in Section 3 above and otherwise in this Agreement, we grant you a non-exclusive, non-transferable, revocable license during the Term to use the Licensed Materials, for the sole purpose of participating in the Program. You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials while you are an Affiliate in good standing and in compliance with all of the terms of this Agreement.
B. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays SC Johnson, or any SC Johnson employee, representative, agent, affiliate, or vendor in a negative light. We reserve all of our rights in the Licensed Materials and your license to use such material is limited to the manner described herein. We may revoke your license at any time. If not previously revoked, this license shall immediately terminate upon the termination of your participation in the Program. You acknowledge our ownership of our Licensed Materials, agree that you will not do anything inconsistent with our ownership and that all of your use of the Licensed Materials will inure to the benefit of, and on behalf of, the Program and, if requested, agree to assist us in recording this Agreement with appropriate government authorities. You agree that nothing in this Agreement gives you any right, title or interest in the Licensed Materials other than the right to use the Licensed Materials in accordance with this Agreement. You also agree that you will not challenge our right, title, and interest to the Licensed Materials.
C. You grant us a non-exclusive license to utilize the Affiliate Trademarks in any advertisement or other materials used to promote SC Johnson and the Program, provided that SC Johnson’s use of the Affiliate Trademarks is not required and is at its sole discretion.
15. Term and Termination. The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party (the “Term”). Either party may terminate this Agreement with or without cause (i) in the case of SC Johnson, at any time, or (ii) in the case of Affiliate, as provided via the instructions on the Platform.
A. You are only eligible to earn Commission Fees on Qualified Purchases occurring during the Term. Commission Fees earned prior to the date of termination will be eligible only if the purchases for the Qualifying Products are not canceled within (30) days of the termination date and comply with all of the terms of this Agreement. We may withhold your final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payments from Referred Customers are legitimate as determined by SC Johnson in its sole discretion.
B. Any Affiliate who violates this Agreement or any applicable law, as determined by SCJ in its sole discretion, will immediately forfeit any right to any and all accrued but not yet received Commission Fees and will be immediately removed from the Program.
16. Modification. We may modify this Agreement or the Program Rules at any time in our sole discretion. Such modifications shall take effect when posted on the SC Johnson Site or otherwise provided or made available to you via the Platform, as applicable. Your continued participation in the Program constitutes acceptance of the modified Agreement or Program Rules. Modifications may include, but are not limited to, changes in the scope of available Commission Fees, commission amounts or percentages, payment procedures, Commission Fee payment schedules, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement.
17. Disclaimer of Representations or Warranties. We make no express or implied warranties or representations with respect to the Program or any of Qualifying Products sold through the Program (including WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, we make no representation that the operation of the SC Johnson Sites will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors, including the tracking of information concerning Referred Customers during any period of interruption.
18. Relationship of Parties. You and SC Johnson are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Affiliate Site or otherwise, that contradicts anything in this Section.
19. Representations and Warranties.
A. You hereby represent and warrant to us as follows:
i. You have reviewed and understand this Agreement and agree to be bound by its terms.
ii. Your acceptance of this Agreement and participation in the Program will not violate (a) any provision of law, rule, or regulation to which you are subject (including all applicable data privacy and security laws and regulations), (b) any order, judgment, or decree applicable to you or binding upon your assets or properties, (c) any provision of your by-laws or certificate of incorporation, or (d) any agreement or other instrument applicable to you or binding upon your assets or properties.
iii. You are the sole and exclusive owner of the Affiliate Trademarks and have the power to grant SC Johnson the license to use such marks in the manner contemplated herein, and such grant will not (a) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (b) infringe upon any trademark, trade name, service mark, copyright, or other proprietary rights of any third person or entity.
iv. You are not required to obtain consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party in connection with your entrance into this Agreement and have all necessary rights to participate in the Program and otherwise grant any rights granted herein.
v. There is no pending or threatened claim, action, or proceeding against you, or any affiliate of yours with respect to the Affiliate Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
vi. You will not include or otherwise permit in your Affiliate Site content that is:
■ obscene, indecent or pornographic;
■ hateful, discriminatory, threatening, harassing, abusive or violent;
■ containing excessive profanity;
■ relating to tobacco, alcohol, illegal drugs or drug paraphernalia;
■ relating to the sale of firearms, ammunition or other weapons;
■ defamatory or trade libelous;
■ relating to the sale or promotion of counterfeit goods;
■ facilitating piracy or copyright infringement;
■ contains viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines that are intended to damage, surreptitiously intercept, detrimentally interfere with or expropriate any system, data, or personal data;
■ URLs (or web pages) that are fraudulent and/or are used for sourcing Non-Human and Fraudulent Traffic, or act in a way to encourage or require end users or other persons, either with or without their knowledge, to click on advertising results through offering incentives or other methods that are manipulative, deceptive, malicious or fraudulent;
■ relating primarily to gambling;
■ relating primarily to prescription drugs;
■ unlawfully directed to minors or otherwise unsuitable for them to view;
■ publishers of fake news, or of articles that incite violence, civil unrest or are misleading or intentionally deceptive;
■ URLs that SC Johnson otherwise designates as “blocklisted”
■ otherwise harmful, unlawful, illegal or objectionable or are in violation of this Agreement or Acceptable Usage Policies.
vii. Additionally, you shall not and shall not otherwise permit any third-party to: (a) “scrape” or “spider” the SC Johnson Site or any other web sites for content (such as images, logos, or text); (b) modify or alter SC Johnson Site, or use software or technology that attempts to intercept, divert, or redirect traffic to or from any other website, including through toolbars, browser plug-ins, extensions, add-ons, and the like; (c) post, publish, link to or place a Link on any of SC Johnson’s social media network sites, including but not limited to, Facebook, TikTok, Instagram, or X (provided that you may use Links on your own social media pages); or (d) forward, redistribute, or otherwise repurpose any or all Links to any third party.
viii. You are at least eighteen (18) years of age.
ix. Each Referred Customer, to the best of your knowledge, is valid, genuine, and unique and meets the criteria of a
Qualified Purchase for generating a Commission Fee as provided in this Agreement.
x. The Affiliate Site will not violate any third party rights, including intellectual property rights and rights of publicity and privacy, and any obligations of confidentiality.
20. Limitation of Liability. WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
21. Indemnification. You hereby agree to indemnify and hold harmless SC Johnson and each of its respective parents, subsidiaries and affiliates, and their respective directors, officers, employees, agents, assignees, designees, and licensees, against any and all claims, actions, demands, causes of actions, liabilities (collectively “Claims”) and associated losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") arising out of or relating to (a) any Claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary rights of any third party, (b) any breach of any representation, warranty, covenant, or other obligation of this Agreement made by you, (c) any act or omission by you in the performance of this Agreement or in connection with your participation in the Program, (d) any violation of applicable laws by you, (e) any claim threatened or brought by your affiliates, or (f) any claim related to your Affiliate Site, including its development, operation, maintenance and content therein not attributable to us.
22. Confidentiality. You agree that all information or materials concerning SC Johnson, provided by or on behalf of SC Johnson, or otherwise arising from or in connection with this Agreement, that is not generally known to the public, including the terms of this Agreement, SC Johnson IP, business and financial information, SC Johnson customer and vendor lists, or pricing and sales information (including commission rates) is confidential information (collectively “Confidential Information”). You shall treat such Confidential Information as confidential and proprietary and shall take suitable and reasonable precautions and measures to maintain the confidentiality of the Confidential Information. You shall not utilize the Confidential Information for any purpose outside the purposes of this Agreement except and solely to the extent that any such information is (a) already lawfully known to you without restriction prior to disclosure by SC Johnson, (b) independently developed by you without reference to the Confidential Information, (c) disclosed in published materials, (d) generally known to the public without any improper action or inaction by you, or (e) lawfully obtained from any third party, not under any obligation of confidentiality to SC Johnson. Notwithstanding the foregoing, you are hereby authorized to deliver a copy of any such information (i) pursuant to a valid subpoena or order issued by a court or administrative agency of competent jurisdiction, (ii) to your accountants, attorneys, or other agents who are subject to an ethical or statutory duty of confidentiality, and (iii) otherwise as required by applicable law, rule, regulation, or legal process including the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. In the event of such disclosure, you shall give SC Johnson prompt notice before releasing any information so that a protective order or similar protection can be sought and obtained by SC Johnson unless giving such notice is prohibited.
23. Independent Investigation. You understand that we may at any time (directly or indirectly) solicit business referrals on terms that may differ from those contained in this Agreement. We may also solicit relationships with entities that operate websites that are similar to or compete with your Affiliate Site. You have independently evaluated the desirability of participating in the SC Johnson Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
24. Force Majeure. Neither party shall be deemed in default or liable to the other party for any matter whatsoever for any delays in performance or from failure to perform or comply with the terms of this Agreement in the event such delay or failure could not have been avoided through reasonable preparedness, disaster recovery, back-up capabilities, or business continuity planning and are due to any cause beyond that party's reasonable control including acts of God, acts of government or other competent regulatory authority, war or national emergency, riots, civil commotion, fire, explosion, flood, lightning, extremely severe weather, epidemic, pandemic, lock-outs, strikes and other industrial disputes (in each case, excluding those relating to that party's own workforce).
25. Miscellaneous.
A. Governing Law. The laws of the State of Wisconsin will govern this Agreement, without reference to rules governing the choice of laws. Any action relating to this Agreement must be brought in the federal or state courts of Wisconsin, and you irrevocably consent to the jurisdiction of such courts.
B. Injunctive Relief. Affiliate acknowledges that a violation of this Agreement by Affiliate would cause irreparable harm to SC Johnson that could not be adequately compensated by monetary damages. In addition to other relief, Affiliate agrees that preliminary and permanent injunctive relief shall be available to SC Johnson without the necessity of posting bond to prevent any actual or threatened violation of such provisions. Affiliate irrevocably waives its right to any injunctive or equitable relief against SC Johnson, and Affiliate is limited to claims for money damages (if any).
C. Assignment. You may not assign or transfer this Agreement, by operation of law, merger, change of control, or otherwise, without our prior written consent. Any attempted assignment by you without the prior written consent of SC Johnson will be null and void. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
D. Waiver. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.
E. Construction. The division of this Agreement into sections, clauses, paragraphs or subdivisions, and the insertion of headings, are for convenience and reference only and shall not affect the construction or interpretation hereof. Any reference herein to “including” shall be interpreted as “including, without limitation”. In the event any term of this Agreement is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. This Agreement shall be interpreted without regard to any rule, law or presumption requiring the language to be construed, interpreted or applied against SC Johnson.
F. Survival. As applicable, the representations, warranties, covenants and agreements contained in or made pursuant to this Agreement will survive the expiration or termination of this Agreement.