Affiliates Terms and Conditions

2 Step Reviews™

Affiliate Terms & Conditions

 

  1. The Agreement. These Terms & Conditions govern the relationship between you, as an Independent 2 Step Reviews Affiliate, and 2 Step Reviews LLC (hereafter “2 Step Reviews” or the “Company”). These Terms & Conditions, together with the 2 Step Reviews Affiliate Compensation Plan make up the Agreement between you and 2 Step Reviews. Therefore, as used in this document, the term “Agreement” collectively refers to these Terms and Conditions and the 2 Step Reviews Affiliate Compensation Plan, in their current form and as may be amended in the future at the Company’s discretion. Independent Affiliates shall be referred to herein as “Affiliates.” Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.

 

  1. Purpose of the Agreement. The Agreement contains the complete terms and conditions that apply to you in 2 Step Reviews’ Affiliate Program. The purpose of the Agreement is to allow HTML linking between your website(s) and social media posts and the 2 Step Reviews website to promote the sale of 2 Step Reviews products and services and to pay affiliate commissions to you based on completed sales of 2 Step Reviews products and services that originate from such HTML links from your website(s) and/or social media posts.

 

  1. Independent Contractor Status. Affiliates are independent contractors and not employees, partners, legal representatives, or franchisees of 2 Step Reviews. Affiliates are solely responsible for paying all expenses they incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other business expenses. AFFILIATE SHALL NOT BE TREATED AS A 2 STEP REVIEWS EMPLOYEE FOR FEDERAL OR STATE TAX PURPOSES. 2 Step Reviews is not responsible for withholding and shall not withhold or deduct FICA, or taxes of any kind from Affiliates’ compensation. Affiliates are not entitled to workers compensation or unemployment security benefits of any kind from 2 Step Reviews.

 

In all written, graphic, or digital material used for 2 Step Reviews business purposes, Affiliates must represent themselves as a “2 Step Reviews™ Independent Affiliate.” In verbal conversations with prospective Affiliates and customers, Affiliates must introduce themselves as an “independent 2 Step Reviews Affiliate.” Affiliates shall not lead anyone to believe that they are employees of 2 Step Reviews.

 

  1. Income Taxes. As an independent contractor, you are responsible for paying local, state, and federal taxes on any income generated as a 2 Step Reviews Affiliate. Every year, 2 Step Reviews will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. resident who: 1) Had earnings of over $600 in the previous calendar year; or 2) Made purchases during the previous calendar year in excess of $5,000. To facilitate this reporting, you must provide 2 Step Reviews with your Social Security Number, Employer Identification Number, or Taxpayer Identification Number as appropriate.

 

  1. Tax ID Verification / Substitute W-9. With respect to the Social Security Number, Employer Identification Number, or Taxpayer Identification Number that you provide to 2 Step Reviews during the registration process, you certify as follows:

 

Under penalty of perjury, I certify that:

  • The number shown on this registration form is my correct taxpayer identification number (or I am waiting for a number to be issued to me);
  • I am not subject to backup withholding because: (i) I am exempt from backup withholding, or (ii) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified me that I am no longer subject to backup withholding; and
  • I am a U.S. citizen or other U.S. person (a U.S. resident alien, a partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, an estate (other than a foreign estate), or a domestic trust (as defined in 26 CFR 301.7701-7)).

 

  1. Amendments to the Agreement. The Company reserves the right to amend the Agreement at its discretion. Amendments shall be effective 30 days after notice and publication of the amended provisions in each Affiliate’s Back-Office, but amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. If you do not agree to any amendments, your sole recourse is to cancel the Agreement.

 

  1. Affiliates’ Rights. Affiliates:

 

  • Have the right to sell, and solicit orders for, 2 Step Reviews services in accordance with these Terms and Conditions. It is within the exclusive right of 2 Step Reviews to accept or reject orders submitted by Affiliates; and
  • If qualified, have the right to earn affiliate commissions pursuant to the 2 Step Reviews Affiliate Compensation Plan.

 

  1. Assignment of Rights and Delegation of Duties. Affiliates may not assign any rights under the Agreement without the prior written consent of 2 Step Reviews. Any attempt to transfer or assign the Agreement without the express written consent of 2 Step Reviews renders the Agreement voidable at the option of 2 Step Reviews and may result in termination of the Agreement.

 

If the assets of 2 Step Reviews, or a controlling ownership interest in 2 Step Reviews, is transferred to a third party, 2 Step Reviews may assign its rights and delegate its duties and obligations under the Agreement to such third party as part of the sale or transfer.

 

  1. Waiver. Any waiver by either Party of any breach of the Agreement must be in writing and signed by an authorized agent of the Party against which the waiver is asserted. Any waiver of a breach by a Party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach.

 

  1. Waiver of Right of Publicity. Affiliates grant 2 Step Reviews an irrevocable license to reproduce and use their name, photograph, video, personal story, testimonial, and/or likeness in its advertising or promotional materials, including but not limited to use in online forums. Affiliates waive all claims for remuneration for such use and all rights to inspect or approve all draft, beta, preliminary, and finished material.

 

  1. If any provision of the Agreement, in its current form or as amended, is held void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Agreement and the remaining provisions shall remain in effect. The severed provision shall be reformed so that it is in compliance with the law and reflects the purpose of the original provision as closely as possible. The existence of any claim or cause of action of an Affiliate against 2 Step Reviews shall not constitute a defense to 2 Step Reviews’ enforcement of any term or provision of the Agreement.

 

  1. Term and Renewal of the Agreement.

The term of the Agreement is one year from the date that Affiliate enters into this Agreement. An Affiliate may cancel the Agreement at any time and for any reason. In order to continue as an Affiliate beyond the initial term of this Agreement (unless the Agreement has been previously terminated as provided at Paragraph 30), Affiliates must renew the Agreement each year.

 

2 Step Reviews reserves the right to terminate all Affiliate Agreements upon 30 days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its services via affiliate marketing.   

 

  1. General Conduct. Affiliates shall safeguard and promote the good reputation of 2 Step Reviews and its services, and must avoid all illegal, deceptive, misleading, unethical, or immoral conduct or practices. Affiliates agree that they shall exhibit high moral character in their personal and professional conduct. Affiliates shall not engage in any conduct that may damage the Company’s goodwill or reputation. While it is impossible to specify all misconduct that would be contrary to this provision, and the following list is not a limitation on the standards of conduct to which Affiliates must adhere pursuant to this section, the following standards specifically apply to Affiliates’ activities:

 

  • Deceptive conduct is always Affiliates must ensure that their statements are truthful, fair, accurate, and are not misleading.
  • If the Agreement is cancelled for any reason, the Affiliate must discontinue using the 2 Step Reviews name, and all other 2 Step Reviews intellectual property, and all derivatives of such intellectual property, in postings on all Social Media, websites, or other promotional material.
  • Affiliates may not represent or imply that any state or federal government official, agency, or body has approved or endorses 2 Step Reviews, its program, or services.
  • Affiliates must not engage in any illegal, fraudulent, deceptive, or manipulative conduct in their business or their personal lives that, in the Company’s sole discretion, could damage the Company’s reputation or the culture that exists within the field sales force.

 

  1. During the term of this Agreement and any renewal term, 2 Step Reviews grants to Affiliate a non-exclusive, non-transferable, revocable right to (1) access the 2 Step Reviews website through HTML links solely in accordance with this Agreement and (2) solely in connection with such links, to use the Company’s logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that the Company provides to Affiliate or authorizes for such purpose. Affiliate is only entitled to use the Licensed Materials to the extent that Affiliate is in good standing under the terms of this Agreement. Affiliate agrees that all uses of the Licensed Materials will be on behalf of 2 Step Reviews and the goodwill associated therewith will inure to the sole benefit of 2 Step Reviews.

 

  1. Placement of HTML Links and Banners. Pursuant to the License herein, the Company will provide Affiliate with a unique HTML link and banners through which Affiliate’s customers may purchase 2 Step Reviews products and services from the 2 Step Reviews website. Such purchases will be credited to Affiliate. Affiliate may place their unique HTML links or banners on any website that Affiliate owns, operates, and controls and in Affiliate’s social media posts PROVIDED such website(s) and social media posts DO NOT:

 

  • Contain any content that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, national origin, creed, religion, gender, gender identity, sexual orientation, physical or mental disability, or otherwise), is graphically violent, is solicitous of any unlawful or illegal behavior, that engages in personal attacks on any individual, group, or entity, or is in violation of any intellectual property rights of the Company or any third party.
  • Make any claims regarding the effectiveness of any 2 Steps Reviews product or service unless the claim is published by 2 Step Reviews for Affiliates’ use.
  • Contain links to or promote any products or services that compete with 2 Step Reviews products and services.
  • Damage 2 Step Reviews or its products and services in any way or otherwise negatively affect or harm the Company’s reputation and goodwill.
  • Present false or misleading information about 2 Step Reviews or its products and services.
  • Misrepresent the Affiliate’s relationship with 2 Step Reviews.
  • Contain content or materials in violation of the intellectual property rights of others.
  • Contain software that potentially enable diversions of affiliate commissions from other Affiliates in the 2 Step Reviews affiliate program.
  • Include “2 Step Reviews” or variations or misspellings thereof in its domain name or social media account name or handle.
  • Contain any images, banners, likeness, videos, etc. that would cause a visitor to such website or social media post to reasonably believe that he or she is visiting a website or social media account or post that is owned, controlled, created, or published by 2 Step Reviews.

 

In addition, such website and social media posts MUST clearly and conspicuously disclose that Affiliate is an independent affiliate of 2 Step Reviews and that Affiliate earns affiliate commissions when a customer purchases a 2 Step Reviews product or service via the HTML link(s) and/or banners posted on Affiliate’s website(s) or included in Affiliate’s social media posts.

 

  1. Social Media. In addition to complying with the provisions of Paragraph 15 and meeting all other requirements specified in these Terms & Conditions, should an Affiliate utilize any form of social media in connection with her 2 Step Reviews business, including but not limited to blogs, Facebook, Twitter, LinkedIn, YouTube, or Pinterest, the Affiliate agrees to each of the following:

  • Affiliates are responsible for the content of all material that they produce and all of their postings on any social media site, as well as all postings on any social media account that they own, operate, or control.
  • It is each Affiliate’s responsibility to follow the social media site’s terms of use.
  • Affiliates shall respect the privacy of other social media users. Affiliates shall not engage in abusive social media practices including but not limited to harvesting or trolling for connections, shaming, or bullying others.

 

  1. No Affiliate-Produced Sales Tools Permitted. Affiliates must use only 2 Step Reviews approved sales aids, advertising, promotional materials, and marketing methods (collectively “Sales Tools”) when promoting the 2 Step Reviews business or 2 Step Reviews’ services. These materials are available in the Document Library of Affiliate’s Affiliate Back-Office.

 

  1. Advertising and Promotion. Affiliates may advertise and promote 2 Step Reviews products and services provided the Affiliates’ advertising and promotional methods are truthful and non-deceptive and comply with this Agreement and applicable law. In the advertising and promotion of his or her website and 2 Step Reviews products and services, Affiliate agrees as follows:

 

  • Affiliates must identify themselves as “Independent 2 Step Reviews Affiliate” and not state or imply that they are employees of the Company.
  • Affiliates shall not display any of 2 Step Reviews’ trademarks or logos except as expressly authorized herein or as expressly permitted when using banners or other advertising materials (Sales Tools) provided to Affiliates by the Company.
  • Affiliates shall not make use of “spam” or unsolicited email to promote the sale of 2 Step Reviews products and services. If an Affiliate sends any emails promoting 2 Step Reviews products and services or Affiliate’s website, such emails must strictly comply with state and federal laws regarding unsolicited commercial email. At a minimum, such emails must:
  • Contain a functioning return email address to the Affiliate;
  • Include an “opt-out” notice that advises the recipient that he or she may reply to the email or otherwise notify Affiliate to request that future email solicitations or correspondence not be sent to him or her;
  • Include your physical mailing address;
  • Clearly and conspicuously disclose that the message is an advertisement or solicitation; and
  • Contain no deceptive subject lines or false header information.
  • Affiliates agree that they shall honor all opt-out requests that they receive, regardless of how delivered to the Affiliate.
  • Affiliates shall NOT use or transmit unsolicited faxes.
  • Affiliates agree that they will NOT engage in telemarketing to promote the 2 Step Reviews products and services. Affiliates may only place telephone calls promoting the 2 Step Reviews products and services to persons with whom they have a pre-existing personal or business relationship. Cold calling and the use of robo-dialers or robo-calls is absolutely prohibited.
  • Affiliates are fully responsible for all of their verbal and written statements made regarding 2 Steps Reviews products and services that are not expressly contained in official 2 Step Reviews materials. This includes statements and representations made through all sources of communication media, whether person-to-person, in meetings, online, through social media, email, SMS text, in print, or any other means of communication. Affiliates agree to indemnify 2 Step Reviews and its directors, officers, employees, and agents, and hold them harmless from all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost business incurred by any of them as a result of Affiliate’s unauthorized representations or actions.  This provision shall survive the termination of the Agreement.

 

  1. Trademarks and Copyrights. The name “2 Step Reviews” and other names and logos as may be adopted by the Company are proprietary trade names, trademarks, and service marks of 2 Step Reviews. The Company grants Affiliates a limited license to use its trademarks and trade names in promotional media for so long as the Affiliate’s Agreement is in effect. Upon cancellation of an Affiliate’s Agreement for any reason, the license shall expire, and the Affiliate shall immediately discontinue all use of the Company’s trademarks and trade names. Under no circumstances may an Affiliate use any of 2 Step Reviews’ trademarks or trade names in any email address, website domain name, social media handle, social media name or address, or in any unapproved Sales Tools.

2 Step Reviews commonly puts on live and recorded events as well as webinars and telephone conference calls. During these events Company executives, Affiliates, and guests appear and speak. The content of such events is copyrighted material that is owned exclusively by the Company. Affiliates may not record company functions for any reason, whether such event is live, a webinar, via conference call, or delivered through any other medium.

 

In addition, Company produced Sales Tools, videos, audios, podcasts, and printed material is also copyrighted. Affiliates shall not copy any such materials for their personal or business use without the Company’s prior written approval.

 

  1. Right to Review Links and Banners. 2 Step Reviews reserves the right, at any time, to review each Affiliate’s placement and use of Affiliate’s HTML links and/or banners and require that Affiliates change the placement or use to comply with the Agreement. 2 Step Reviews has the right to monitor Affiliates’ website(s) and social media accounts at any time to determine if Affiliates are complying with the terms and conditions of this Agreement. If the Company determines that changes to an Affiliate’s website(s) or social media postings are necessary to comply with the Agreement, the Company shall notify the subject Affiliate by email. If such an Affiliate does not comply with the Company’s requests, the Company reserves the right to immediately terminate this Agreement and the Affiliate’s participation in the 2 Step Reviews affiliate program.

 

  1. Sales Outlets. To support the Company’s affiliate marketing program and to protect the independent contractor relationship, Affiliates agree that they will not sell 2 Step Reviews services in any retail, wholesale, warehouse, or discount establishment, or any online retail, auction, or buy-sell site (including but not limited to Amazon and eBay) without prior written approval from 2 Step Reviews. Notwithstanding the foregoing, Affiliates may display and sell 2 Step Reviews services at professional trade shows.

 

  1. Service-Related Establishments. Affiliates may promote and sell 2 Step Reviews services in service-related establishments. A service-related establishment is one whose primary revenue is earned by providing personal service rather than by selling products. Such establishments include offices of doctors, dentists, and other health professionals; health clubs or fitness centers; beauty salons; and any other business where customer use of the establishment is controlled by membership or appointment. 2 Step Reviews reserves the right to make the final determination as to whether an establishment is service-related or is a proper place for the sale of its services.

  1. Service Claims. Affiliates must not make claims regarding the effectiveness of the 2 Step Reviews services, including but not limited to testimonials, that are not contained in official 2 Step Reviews literature or posted on 2 Step Reviews’ official website.

 

  1. Media Inquiries. Affiliates must not interact with the media regarding the 2 Step Reviews business or services. All inquiries from the media, including radio, television, print, online, or any other medium, shall be directed to the 2 Step Reviews marketing department.

 

  1. Confidential Information. “Confidential Information” includes, but is not limited to, the identities, contact information, and/or sales information relating to 2 Step Reviews Affiliates and/or customers: (a) that is contained in or derived from any Affiliates’ respective Affiliate Back-Office; (b) that is derived from any reports issued by 2 Step Reviews to Affiliates to assist them in operating and managing their 2 Step Reviews business; and/or (c) to which an Affiliate would not have access or would not have acquired but for his/her affiliation with 2 Step Reviews. Confidential Information constitutes proprietary business trade secrets belonging exclusively to 2 Step Reviews and is provided to Affiliates in strict confidence. Confidential Information shall not be directly or indirectly disclosed to any third party nor used for any purpose other than Affiliate’s use in building and managing his/her Independent 2 Step Reviews business.

 

  1. Handling Personal Information. If you receive Personal Information from or about prospective Affiliates or customers, it is your responsibility to maintain its security. You should shred or irreversibly delete the Personal Information of others once you no longer need it. Personal Information is information that identifies, or permits you to contact, an individual. It includes a customer’s, potential customers, Affiliates and prospective Affiliates’ name, address, email address, phone number, credit card information, social security or tax identification number and other information associated with these details.

  1. Actions of Third Parties. If a third party acting on behalf of, or with the active or passive assistance or knowledge of an Affiliate engages in conduct that would be a violation of the Agreement, the conduct of the third-party may be imputed to the Affiliate. “Knowledge” of misconduct is not limited to actual knowledge. If an Affiliate engages in acts or omissions that the Affiliate knows or SHOULD KNOW will enable a third party to violate this Agreement if such action was taken by the Affiliate, the Affiliate shall be deemed to have knowledge of the violation.

 

  1. Negative Comments. Complaints and concerns about 2 Step Reviews should be directed to the Customer Service Department. Affiliates must not disparage, demean, or make negative remarks to third parties or other Affiliates about 2 Step Reviews, its owners, officers, directors, management, employees, other 2 Step Reviews Affiliates, or the Affiliate Compensation Plan. Disputes or disagreements between any Affiliate and 2 Step Reviews shall be resolved through the dispute resolution process, and the Company and Affiliates agree specifically not to demean, discredit, or criticize one another on the Internet or any other public forum.  

 

  1. Adjustment to Bonuses and Commissions. Compensation stemming from service sales is fully earned when the applicable return, repurchase, and chargeback periods applicable to service sales have all expired. If a customer’s subscription is cancelled and the customer receives a refund, or a chargeback occurs, the compensation attributable to the cancelled subscription will be recovered by the Company from the Affiliate who was paid affiliate commissions based on the original sales of such services. Such unearned compensation will be deducted, in the month in which the refund is issued or the chargeback occurs and continuing every pay period thereafter until the commissions are fully recovered from the Affiliate.

 

2 Step Reviews reserves the right to withhold or reduce any Affiliate’s compensation as it deems necessary to comply with any garnishment or court order directing 2 Step Reviews to retain, hold, or redirect such compensation to a third party.

  1. Cancellation or Termination of the Agreement; Disciplinary Sanctions.

 

  • Voluntary Cancellation. A participant in this affiliate marketing program has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address or by cancelling his/her business through the Affiliate Back-Office. The written notice must include the Affiliate’s signature, printed name, address, and Affiliate I.D. Number. If an Affiliate is also a subscriber to the 2 Step Reviews services, the Affiliate’s subscription shall continue unless the Affiliate also specifically requests that his or her subscription also be canceled. If the Affiliate does not cancel the subscription, he or she shall then be classified as a customer. An Affiliate may also voluntarily cancel the Agreement by failing to pay the monthly Affiliate Replicated Website fee or by withdrawing consent to contract electronically.

 

  • Involuntary Cancellation/Termination; Disciplinary Sanctions. Violation of any term of the Agreement, any illegal, fraudulent, deceptive, or unethical business conduct, or any act or omission by an Affiliate that the Company reasonably believes may damage its reputation or goodwill, may result in the suspension or termination of this Agreement, and/or any other disciplinary measure that 2 Step Reviews deems appropriate to address the misconduct. In situations deemed appropriate by 2 Step Reviews, the Company may institute legal proceedings for monetary and/or equitable relief, subject to the Dispute Resolution provisions in Paragraphs 36 – 40 below.

 

  • Effect of Cancellation. An Affiliate whose business is cancelled for any reason will lose all Affiliate rights, benefits, and privileges. This includes the right to represent yourself as an Independent 2 Step Reviews Affiliate, to sell 2 Step Reviews services and the right to receive affiliate commissions.

 

  • Following the cancellation or termination of an Affiliate’s Affiliate Agreement, the former Affiliate may request reinstatement. If the cancellation or termination was due to a violation of any provision of this Agreement by the former Affiliate, the Company reserves the right at its sole discretion to refuse to reinstate the former Affiliate. If the reinstatement is approved by 2 Step Reviews, the reinstated Affiliate will be reinstated and will again begin receiving earned affiliate commissions on the customers that he or she originally referred, provided the sales to such customers are still commissionable at the time of reinstatement. Any affiliate commissions that were not paid to the Affiliate during the period of time that his or her Affiliate Agreement was terminated will not be paid to the reinstated Affiliate.

 

  1. Affiliates agree to indemnify 2 Step Reviews for any and all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements, or payments of any other nature that 2 Step Reviews incurs resulting from or relating to any act or omission by Affiliate that is illegal, fraudulent, deceptive, negligent, unethical, or in violation of the Agreement. 2 Step Reviews may elect to exercise its indemnification rights through withholding any compensation due the Affiliate. This right of setoff shall not constitute 2 Step Reviews’ exclusive means of recovering or collecting funds due 2 Step Reviews pursuant to its right to indemnification.

 

  1. Reporting Errors. If an Affiliate believes that 2 Step Reviews has made an error in his/her affiliate commissions or any other error that impacts the Affiliate’s income, he/she must report it to the Company in writing within 60 days from the date on which the mistake occurred. While 2 Step Reviews shall use its best efforts to correct errors reported more than 60 days after the date of the error, 2 Step Reviews shall not be responsible to make changes or remunerate Affiliates for losses for mistakes that are reported more than 60 days after the mistake occurs.

 

  1. International Activities. Affiliates may not sell 2 Step Reviews services or conduct business activities of any nature in any foreign country that the Company has not announced is officially open for business.

 

  1. Disclaimer of Warranties. 2 STEP REVIEWS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE 2 STEP REVIEWS SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED.  IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

 

  1. Limitation of Liability. 2 STEP REVIEWS, ITS PARENT AND/OR AFFILIATED COMPANIES, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, ASSIGNS, AND AGENTS WILL NOT BE LIABLE TO AFFILIATE 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 2 STEP REVIEWS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL 2 STEP REVIEWS’ CUMULATIVE LIABILITY TO AFFILIATE 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 AMOUNTS THAT AFFILIATE PAID TO US IN ORDER TO PARTICIPATE IN THE AFFILIATE PROGRAM UNDER THIS AGREEMENT.

 

  1. Dispute Resolution – Binding Arbitration. In the event of a dispute between Affiliate and 2 Step Reviews relating to the Agreement, the affiliate program, or the rights and obligations of either party, such dispute shall be resolved by binding arbitration. The parties waive all rights to trial by jury or to any court. The arbitration shall be filed with and administered by JAMS in accordance with its Comprehensive Rules and Procedures, which are available on JAMS’ website at jamsadr.com/rules-comprehensive-arbitration/. The Company will send a copy of JAMS Rules and Procedures to Affiliate upon Affiliate’s request sent to ___________@2stepreviews.com. Notwithstanding the rules of JAMS, unless otherwise stipulated by the parties, the following shall apply to all Arbitration actions:

 

  • The Federal Rules of Evidence shall apply in all cases.
  • The parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure.
  • The parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure.
  • The arbitration hearing shall commence no later than 365 days from the date on which the arbitrator is appointed and shall last no more than five business days.
  • The parties shall be allotted equal time to present their respective cases.
  • The Arbitrator’s Award will consist of a written statement stating the disposition of each claim. The award will also provide a concise written statement of the essential findings and conclusions on which the award is based.
  • Any dispute relating to whether the dispute is subject to arbitration shall be decided through arbitration.
  • All arbitration proceedings shall be held in Glen Cove, New York. There shall be one arbitrator selected from the panel provided by JAMS. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees.
  • The decision of the arbitrator shall be binding on the parties and may, if necessary be reduced to a judgment in any court of competent jurisdiction.
  • This agreement to arbitrate shall survive the cancellation or termination of the Agreement.

 

  1. Arbitration Opt-Out. An Affiliate who does not wish to be subject to this Arbitration provision may opt-out by notifying 2 Step Reviews in writing of his/her desire to opt-out of this arbitration provision within 30 days of the Affiliate’s execution of the Agreement. The opt-out notice shall be sent via email to contact@2stepreviews.com. If an Affiliate opts-out of arbitration, jurisdiction and venue for the dispute shall be in Nassau County, New York, and the dispute shall be governed by the laws of the State of New York, without regard to principles of conflicts of laws.

 

  1. Disputes Not Subject to Arbitration. Notwithstanding Paragraph 36, the following disputes shall not be subject to arbitration:

 

  • Action to enforce an arbitration award or order. Either party may bring an action in a court properly vested with jurisdiction to enforce an arbitration award or order.
  • Actions for emergency equitable relief. Either party may apply to any court having jurisdiction for a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other relief available to safeguard and protect its intellectual property rights.
  • Small claims actions. Claims that are within the jurisdictional limit of the small claims court in jurisdiction in which the Affiliate resides.

 

  1. Class Action Waiver. All disputes that arise from or relate to the Agreement, that arise from or relate to the affiliate program, or that arise from or relate to the relationship between the parties, shall be brought and proceed on an individual basis. The parties waive their rights to pursue any action against the other party and/or their respective owners, officers, directors, and agents, on a class or consolidated basis. Affiliate may opt out of this class action waiver by submitting written notice to 2 Step Reviews of Affiliate’s desire to opt out within 30 days from the date on which Affiliate entered into this Agreement. Affiliate may submit Affiliate’s written opt-out notice to the Company at contact@2stepreviews.com.

 

  1. Governing Law, Jurisdiction, and Venue.Except as otherwise provided herein with respect to small claims actions, jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Nassau County, State of New York, or the United States District Court for the Eastern District of New York. The Federal Arbitration Act shall govern all matters relating to arbitration.  The law of the State of New York shall govern all other matters relating to or arising from the Agreement.

 

  1. Age Certification. Affiliate certifies that he or she is at least 18 years of age.

 

  1. Headings and Titles. The headings and titles used in this Agreement are included for convenience only and shall not limit or otherwise affect the terms and conditions of this Agreement.

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