Step2 (US)

Step2 Affiliate Marketing Program Terms 

AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS STEP2 AFFILIATE MARKETING PROGRAM TERMS (THE “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU AND STEP2, INC. (DBA STEP2.COM).

BY SUBMITTING THE ONLINE APPLICATION TO AWIN (DEFINED IN 2.1 BELOW) YOU ARE AGREEING TO THIS AGREEMENT WITHOUT CHANGE, INCLUDING THE PROGRAM DETAILS AND GUIDELINES (EACH DEFINED IN SECTION 2.2). PLEASE READ THIS AGREEMENT CAREFULLY.

1. Overview

This Agreement contains the terms and conditions that apply to you becoming an affiliate in STEP2.com's Affiliate Program (the “Affiliate Program”). The purpose of this Agreement is to allow HTML linking between your website(s) (collectively referred to as “Site”) and the STEP2.com web site in exchange for a commission. Please note that throughout this Agreement, “STEP2.com,” "we," "us," and "our" refer to STEP2.com, and "you," "your," and "yours" refer to the affiliate.

2. Affiliate Obligations

2.1. To begin the enrollment process for the Affiliate Program, you must complete and submit an online application at Awin.com (“AWIN”). The fact that we auto-approve your application does not imply that we may not re-evaluate your application or participation in the Affiliate Program at a later time. We may reject your application for any reason at our sole discretion. Additionally, we may reject your application or terminate your enrollment in the Affiliate Program if we determine that your Site is unsuitable for our Affiliate Program in our sole discretion including, without limitation, if it:

2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes "STEP2" or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. Is created or designed, explicitly or implied in a manner which resembles our website nor design your Site or any other website you operate in a manner which leads customers to believe you are STEP2.com or any other affiliated business.

2.2. You will receive notification from AWIN once we accept your application and admit you into the Affiliate Program. You will create a password so that you may enter AWIN’s secure affiliate account interface. From AWIN’s site you will be able to receive your reports that will describe our calculation of the commissions due to you. Additionally, as a member of the Affiliate Program, you will have access to STEP2.com’s affiliate account manager. Here you will be able to review our Affiliate Program’s details (“Program Details”), Affiliate Program guidelines (“Guidelines”), and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the STEP2.com web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your Site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with (collectively, “Personalized Links”). Failure to use Personalized Links will be a material breach of this Agreement for which we may terminate your participation in the Affiliate Program for cause.

2.3. STEP2.com reserves the right, at any time, to review your Site for compliance with the terms and conditions of this Agreement, including without limitation your placement of and approve the use of Personalized Links. We may request you (i) to make changes to your Site to make sure that Personalized Links to our web site are properly placed, functioning, and appropriate and (ii) to require any other changes in our reasonable discretion. If you do not make the changes to your Site that we reasonably request, we reserve the right to terminate your participation in the Affiliate Program.

2.4. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your Site. You hereby represent and warrant that you have and will maintain express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights. 

3. Promotion Rules and Restrictions

3.1. At all times, you must clearly represent yourself and your Site(s) as independent from STEP2.com. While you are free to promote your own Site, any promotion that mentions STEP2.com is subject to the following restrictions: (i) all advertising must be compliant with applicable laws, rules, and regulations (collectively “Laws”); (ii)  you must not engage in any advertising commonly referred to as “spamming” unsolicited commercial email (UCE), postings to non-commercial newsgroups, cross-posting to multiple newsgroups at once, or any other generally prohibited forms of advertising; (iii) you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. Additionally, you may send mailings, including e-mails, to recipients to promote STEP2.com only if the recipient is already a customer or subscriber of your services or Site, and only if all recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote STEP2.com so long as the news group specifically welcomes commercial messages. If it comes to our attention that you are in breach of any of the restrictions contained herein, we will immediately terminate this Agreement for cause. 

3.2. You must not use or exclusively bid on the following keywords in any pay-per-click campaign: STEP2.com, STEP2, www.STEP2, www.STEP2.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and you must not direct any traffic from such campaigns to your own Site prior to re-directing it to ours. Violation of this restriction, including the first occurrence of any such bidding behavior, will be considered trademark infringement, and you will be terminated for cause from STEP2’s Affiliate Program without prior notice and to the extent legally permissible you will be permanently banned from participating in the Affiliate Program in the future. 

3.3. You shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to any from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited STEP2’s site (i.e., no page from our site or any STEP2.com’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of STEP2 site in Iframes, hidden links and automatic pop ups that open STEP2.com’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; € removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

3.4. You hereby (a) agree that you will comply with all obligations under applicable data privacy and information security laws, statutes, and regulations (“Data Protection Laws") with respect to any personally identifiable information (“Personal Data”) that you collect, process, and disclose as part of your participation in the Affiliate Program, and (b) represent and warrant that you have provided all fair processing notices and obtained all consents and rights necessary under Data Protection Laws for Step2 to collect, process, and use such Personal Data you provide to us under this Agreement.

4. Term and Termination

4.1. This Agreement will begin upon our acceptance of your Affiliate application and will continue until terminated hereunder (“Term”).

4.2. Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate for cause immediately upon any breach of this Agreement by you. 

4.3. STEP2.com reserves the right to terminate this Agreement and your participation in the Affiliate Program immediately and without notice to you should you commit fraud in your use of the Affiliate Program or abuse the Affiliate Program in any way. If such fraud or abuse is detected, STEP2.com shall not be liable to you for any commissions for such fraudulent sales.

4.4. Notwithstanding anything to the contrary, including in the AWIN Terms (defined below), in the event of termination for cause or pursuant to Section 4.3 above, any pending balances owed to you will not be paid. Additionally, we may hold accrued unpaid payments for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancelations or returns).   Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted herein, except that the rights and obligations of the parties under Sections 2.3, 2.4, 3, 4.4, 5, and 8 through 13 of this Agreement, together with any payable but unpaid payment obligations under this Agreement, will survive the termination of this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination. 

5. Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion by updating the Agreement found on our site at [INSERT LINK]. Modifications may include, but are not limited to, changes in the payment procedures and the Affiliate Program Guidelines and Program Details. If any modification is unacceptable to you, your sole and exclusive option is to end this Agreement. Your continued participation in the Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

6. Payment

All payments will be tracked and made through Awin.com affiliate network (“AWIN”). By entering into this Agreement, you also agree to comply with AWIN’s payment terms and conditions found at awin.com (“AWIN Terms”). Please review AWIN’s terms and conditions carefully. You must comply with this Agreement and the AWIN Terms in order to be eligible for any payments. 

7. Grant of Licenses

7.1. During the Term, we grant to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to (i) access our site through Personalized Links solely in accordance with the terms of this Agreement and (ii) solely in connection with Personalized Links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of STEP2.com and the good will associated therewith will inure to the sole benefit of STEP2.com.

7.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

8. Disclaimer

STEP2.COM’S WEBSITE, ANY PRODUCTS OR SERVICES OFFERED THEREON, PERSONALIZED LINKS, AND THE AFFILIATE PROGRAM ARE ALL OFFERED “AS IS” AND “AS AVAILABLE”. STEP2.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING STEP2.COM SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN. ANY IMPLIED WARRANTIES OF STEP2.COM’S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE, PERSONALIZED LINKS, OR THE AFFILIATE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. ADDITIONALLY, WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (I) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (II) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR SITE OR YOUR PARTICIPATION IN THE AFFILIATE PROGRAM, OR (III) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE AFFILIATE PROGRAM. NOTHING IN THIS SECTION 8 WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 

9. Representations and Warranties

You represent and warrant that:

9.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

9.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

9.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement; 

9.4 Your Site and your participation in the Affiliate Program will at all times by compliant with the Laws; 

9.5 The information you have provided to us under this Agreement is and will continue to be accurate and complete at all times during the Term.

10. Limitations of Liability

STEP2.COM WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL STEP2.COM'S AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL PAYMENTS PAID TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.

11. Indemnification

You hereby agree to indemnify and hold harmless STEP2.com, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of your intellectual property infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or any breach or violation of this Agreement, or (iii) any claim related to your Site, including, without limitation, content therein not provided to you by us.

12. Confidentiality

Any information relating to STEP2.com that we provide or make accessible to you in connection with the Affiliate Program that is not known to the general public or that reasonably should be considered to be confidential is our “Confidential Information” and will remain our exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with your account (“Representatives”) will be made aware of, are bound by written confidentiality obligations at least as stringent as those hereunder, and will comply with the obligations herein. You will not disclose Confidential Information to any third party other than your Representatives and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. 

13. Miscellaneous

13.1. The parties agree that you and STEP2.com are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and STEP2.com. 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 Site(s) or otherwise, that reasonably would contradict anything in this Section.

13.2. You may not assign your rights or obligations under this Agreement to any party, without our prior written consent.

13.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws and principles thereof. The parties agree that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding anything to the contrary in this Agreement, you acknowledge and agree that our Confidential Information is of a special, unique, extraordinary character, the loss of which cannot be readily estimated or adequately compensated for in monetary damages. The parties agree that either party may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of the other party’s intellectual property and that we may seek injunctive or other relief for any actual or threatened breach of your confidentiality obligations hereunder.  

13.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

13.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

13.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

13.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.