Please read the terms and conditions of this Curated Social Affiliate Program Agreement (“Agreement”) carefully before you join our program or begin marketing our program, and if you have any questions, please contact us at hello@curatedsocial.com. This Agreement is designed to protect you (“Affiliate”), Curated Social, and our customers. These terms and conditions are written in plain language intentionally avoiding legalese to ensure that they may be clearly understood and followed by affiliates. Each Affiliate is responsible for assuring that its employees, agents and contractors comply with this Agreement.

BY APPLYING TO THE CURATED SOCIAL AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ, UNDERSTAND, AGREE WITH, AND ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND THAT YOU ARE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

As an Affiliate, you have the opportunity to earn commissions by promoting Curated Social in accordance with this Agreement which results in customers purchasing products or services from Curated Social as specified in this Agreement or future revisions of this Agreement.

Curated Social reserves the right to change, amend, modify, suspend, continue or terminate the terms of this Agreement at any time. Updated and current terms can be obtained at any time by contacting us at hello@curatedsocial.com, or may also be available on our website. Please periodically review the Agreement for any changes or updates that might affect you.

DEFINITIONS

As used in this Agreement: (i) “We”, “us”, or “our” refers to Steps Marketing Inc. d/b/a Curated Social and our website; (ii) “you” or “your” refers to you as the Affiliate; (iii) “our website” or “Curated Social website” refers to the Curated Social website located at www.curated.social and all related websites and web applications; (iv) “your website” refers to any of your websites, social media, or emails in which you display Affiliate links provided to you by Curated Social; (v) “Program” refers to the Curated Social Affiliate Program; (vi) “End User” refers to a person, including an individual or entity, that acquires the Services for such person’s own use through unique referral Affiliate links or coupon codes provided by Curated Social to the Affiliate; and (vii) “Services” refers to paid services offered through the Curated Social website and platform, including without limitation, grab and post social media posts, online marketing platforms and related solutions, social media management, affiliate marketing, branding services and related services.

AFFILIATE OBLIGATIONS

ENROLLMENT

To begin the enrollment process, you will complete and submit the online application. After receiving your application, we will review your application and notify you of acceptance or rejection into our Program. The fact that we may auto-approve your application does not imply that we may not reevaluate your application at a later time. We reserve the right to reject any application for any reason, however, we encourage you to contact us if you feel we have made an incorrect decision.

PROMOTION AND MARKETING OF SERVICES

Curated Social grants Affiliate a nonexclusive and nontransferable right and license to promote and market the Services to End Users only through approved and correctly structured Affiliate links, or by using specific coupon codes generated by Curated Social exclusively for a particular Affiliate. Coded links are the sole responsibility of the Affiliate. Curated Social may modify, add, or discontinue offering some or all of the Services without written notice to Affiliate. Nothing in this Agreement shall be construed to limit Curated Social’s right to promote, market, sell, lease, and distribute Services to third parties.

AFFILIATE USAGE AND RESTRICTIONS

Upon acceptance into the Program, Affiliates are permitted to use the Curated Social brand and marketing resources that will be available in the Press section of the Curated Social website.

Curated Social has the right to terminate this Agreement at any time if you engage or have ever engaged in any of the prohibited activity mentioned below. Your acceptance into our Program means you agree to abide by the following:

1. We grant you a limited, nonexclusive, non-transferable, revocable right to use the graphic images and text solely for the purpose of you participating in the Program. You may not modify the graphic image or text in any way. All of our rights in the graphic image and text, any other images, our trade name and trademarks, and all other intellectual property rights are reserved. Should we decide to revoke your rights under this Agreement, we will give you notice.
2. 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 attack our title to the licensed materials or the validity of the licensed materials or this Agreement.
3. The Affiliate may not infringe on our or anyone else’s intellectual property, publicity, privacy or other rights.
4. The Affiliate may not violate any federal or state law, rule or regulation.
5. The Affiliate may not engage in unethical or dishonest business practices.
6. The Affiliate may not use any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials.
7. The Affiliate may not use any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
8. The Affiliate may not use software or use technology that attempts to intercept, divert or redirect internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons.
9. The Affiliate does not gain any trademark, copyright or any other rights to the materials provided by Curated Social.
10. The Affiliate will never imply that they are acting on behalf of Curated Social.
11. The Affiliate will never represent themselves, Curated Social or their relationship with Curated Social in a false or misleading way, or mislead anyone about its relationship with Curated Social.
12. The Affiliate will not make any press related statements that use Curated Social’s name without prior written consent from Curated Social.
13. The Affiliate will never use advertising to directly promote their Affiliate links, and the Affiliate will never bid for advertisements that compete with Curated Social or bid on key words in search engines that compete with Curated Social in any way.
14. The Affiliate will not engage in the distribution of an unsolicited bulk email mentioning or referencing Curated Social.
15. The Affiliate will not earn commissions for referrals from themselves or someone within their company or office.
16. We reserve the right, at any time, to review your Affiliate links and require that you change the placement or use in order to comply with the guidelines provided to you.
17. The maintenance and updating of your Affiliate links on your website will be your responsibility. We may monitor your Affiliate links as we feel necessary to make sure that it is up to date and to notify you of any changes that we feel should enhance your performance.
18. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your Affiliate links on your website. You must have 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.

COMMISSIONS

Affiliate shall receive commissions and other compensation solely in accordance with the terms as set forth fully herein.

Before you can be paid any commissions, you must provide Curated Social with a signed W-9 which must be submitted prior to payment of commissions. 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 commissions or bonuses you receive from Curated Social. Curated Social may withhold tax where required by applicable law.

All commissions are payable in U.S. Dollars via PayPal and are paid on a monthly basis. Commissions will only be paid on sales that are made within sixty (60) days of an End User visiting the Curated Social website through specified and approved Affiliate links or coupon codes generated by Curated Social exclusively for the Affiliate. To account for potential cancellations, no commissions are payable until at least thirty (30) days after an End User signs up and makes the full payment to Curated Social. For a sale to generate a commission to an Affiliate, the End User must complete the upgrade to a paid plan with Curated Social. You must have a minimum commissioned amount of $25.00 to generate a payout. In the event that commissions generated by month end of the previous month are less than $25.00, your commissions will be held for you until your combined commissions exceed the $25.00 minimum. The commission rate paid to the Affiliate will be as shown on the then current Commission Schedule that appears on our website, which is subject to change without notice at the sole discretion of Curated Social. Commission rates may vary based on product/ subscription, count or volume of sales generated over a period of time, or other factors in the sole discretion of Curated Social. All commissions will be calculated after any discounts are applied.

GENERAL TERMS

1. End User Terms. All sales to End Users shall be subject to all of Curated Social’s terms as set forth by Curated Social. Affiliate has no authority to modify any of Curated Social’s terms or to bind Curated Social to any terms with an End User or other third party.
2. Solicitation of Customers. Affiliate acknowledges that any customers signing up for the Services or Curated Social subscriptions shall become customers of Curated Social and Affiliate agrees not to solicit such customers on behalf of itself or any other entity for services competitive to Curated Social or attempt to disconnect such customers from Curated Social services.
3. No Representation or Guarantee. Curated Social makes no representations, warranties or guarantees regarding the success, profitability or expected financial opportunities associated with this Agreement or Affiliate’s efforts to market the Services as provided herein. Affiliate assumes all business risks associated with this Agreement and the sales activities described herein.
4. Independent Contractor Relationship. Affiliate is an independent contractor of Curated Social. No partnership, employer-employee, joint venture, or franchisor-franchisee relationship is created by this Agreement.
5. Best Efforts. Affiliate shall use its best efforts to promote and market the Services to third parties.
6. Marketing Material Documentation. Affiliate shall retain a copy of all marketing materials, such as any and all past, present, or future fliers, images, brochures, advertisements, and computer files depicting or containing any of Curated Social’s marketing or promotional materials (the “Marketing Materials”). Upon notice of at least three (3) business days, Affiliate shall provide copies of Marketing Materials it has made available to third parties. Curated Social reserves the right to require discontinuance of the use, distribution, dissemination, or disclosure of any Marketing Materials that it, in its sole discretion, determines to be objectionable. Curated Social further reserves the right to require Affiliate to seek preapproval of Marketing Materials before it may make the same available to third parties.
7. Truth in Marketing and Advertising. Any representations or claims made with regard to Curated Social products or services must be truthful and accurate. Fraudulent claims or activity is strictly prohibited. You are not allowed to represent the endorsement or support of Curated Social by any organization or individual nor use the intellectual property of another organization or individual in marketing a Curated Social product or service. You are not allowed to slander another individual, organization or entity including, but not limited to, competitors of Curated Social.
8. Trademarks. Curated Social’s past, present and future trademarks or service marks now owned or hereafter acquired by Curated Social or any of Curated Social’s affiliates or subsidiaries relating to the Services regardless of whether such trademarks or service marks are the subject of a registration or application to register with any governmental agency shall collectively referred to as the “Marks”. Affiliate shall use the Marks and Marketing Materials only as specifically authorized by Curated Social and solely in connection with the marketing and distribution of the Services pursuant to this Agreement. Affiliate shall not modify any of the Marks or Marketing Materials for any purpose without the express written consent of Curated Social. Rights conveyed to Affiliate to use the Marks and Marketing Materials are non-exclusive and nontransferable.
9. Ownership of Trademarks. If Affiliate, in the course of performing its services hereunder, acquires any goodwill in any of the Marks, all such goodwill will automatically vest in Curated Social and Affiliate shall take all such actions or execute any documents necessary to make effective such vesting. Affiliate shall not contest the validity of any of the Marks or Curated Social’s exclusive ownership of the Marks. Affiliate shall not adopt, use, or register, whether as a corporate name, trademark, service mark or other indication of origin, any of the Marks, or any word or mark confusingly similar to the Marks in any jurisdiction. Affiliate shall not remove or efface any proprietary notices on the Services.
10. Proprietary Rights. Affiliate acknowledges and agrees that any and all documents, communications, materials, and information received directly or indirectly from Curated Social relating to the Services, including without limitation, programs, sales methods, methods of processing, product or software design, data, screen formats, and images, which are not intended for disclosure or distribution to third parties or which are made available to End Users only after they have entered a contractual relationship with Curated Social to acquire Services (collectively, the “Proprietary Information”) constitutes valuable trade secrets or is proprietary and confidential information of Curated Social and title thereto remains in Curated Social. All applicable copyrights, trade secrets, patents, and other intellectual property rights in the Services and Proprietary Information are and remain exclusively in Curated Social. Proprietary Information shall not be sold, revealed, disclosed, distributed, reproduced, or otherwise communicated, directly or indirectly, by Affiliate, to any person or entity whatsoever except for the purposes set forth herein. No title to or ownership of the Proprietary Information is hereby transferred to Affiliate. Affiliate shall not reverse engineer, decompile, disassemble, or otherwise derive source code from the Proprietary Information. All rights not expressly reserved herein are reserved to Curated Social.
11. Indemnity. Affiliate will defend, indemnify, and hold harmless Curated Social from and against all damages, liabilities, costs, and fees (including reasonable attorney fees and expenses) arising out of or incurred by Curated Social in connection with or arising out of any acts of Affiliate relating to this Agreement or the performance thereof.
12. LIMITATION OF LIABILITY. EXCEPT AS PROVIDED IN THIS PARAGRAPH, CURATED SOCIAL WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR RELATING TO THE SERVICES, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHER THEORY OF RECOVERY, INCLUDING WITHOUT LIMITATION PROCUREMENT OF SUBSTITUTE SERVICES, LOSS OF USE, LOSS OF ACCESS, LOSS OF DATA, LOSS OF PROFITS, OR BUSINESS INTERRUPTION, REGARDLESS OF WHETHER CURATED SOCIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CURATED SOCIAL’S LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE LESSER OF: (i) THE AGGREGATE OF AMOUNTS PAID TO AFFILIATE FOR SERVICES; OR (ii) COMMISSION PAYMENTS REMAINING DUE AND OWING TO THE CLAIMANT.
13. DISCLAIMER. ALL PROMOTIONAL MATERIALS, PROPRIETARY INFORMATION, AND SERVICES ARE PROVIDED ON AN “AS-IS” BASIS. CURATED SOCIAL DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES RELATING TO THE CHARACTER, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF PROMOTIONAL MATERIALS, PROPRIETARY INFORMATION, AND SERVICES.
14. Term and Termination. This Agreement will commence upon Curated Social’s written acceptance of the Affiliate and shall continue until terminated by either Curated Social or the Affiliate. Either Party may end this Agreement AT ANY TIME, with or without cause. This Agreement shall immediately terminate upon any breach of this Agreement by you. In the event this Agreement is terminated by Curated Social due to your violation of any terms of this Agreement, you forfeit all past and future commissions owed to you. In the event that Curated Social terminates the Agreement due to a reason other than your violation of this Agreement, no further commissions will be paid by Curated Social for any future customer transactions, and any remaining commission balance will be paid within sixty (60) days of the termination. In the event Affiliate terminates this Agreement, then no further commissions will be paid by Curated Social for past or future customer transactions. Affiliate expressly waives any and all rights provided by law or statute for any indemnity or compensation from Curated Social by reason of termination or non-renewal of this Agreement.
15. Applicable Law. This Agreement will be governed and construed in all respects in accordance with the laws of the State of California without regard to its conflict of laws principles.
16. Attorney Fees’ and Costs. The prevailing party will be entitled to recover reasonable attorney fees’ and costs in connection with any litigation arising from this Agreement.
17. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes any and all prior contemporaneous oral or written understanding, representation, agreement or communication between Affiliate and Curated Social concerning this matter. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth in this Agreement.
18. Modification. We may modify any of the terms and conditions in this Agreement at any time at our sole discretion without notice. Modifications may include, but are not limited to, changes in the payment procedures, Commission Schedule, and the Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Program following any modifications indicate your agreement to the changes.
19. Assignment. Affiliate may not assign this Agreement without the prior written consent of Curated Social.
20. Severability. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.