Distribution Partner Login
You must agree to the following Affiliate Agreement before proceeding to the site.
AFFILIATE AGREEMENT THIS AGREEMENT is made and entered into as of this date, by and among SHOES AND CLOTHES FOR KIDS ("SCK") and the distribution affiliate executing this agreement (the "Affiliate"). RECITALS: a. SCK maintains a collection of shoe gift cards, clothes, and other items which it distributes to children through the Affiliates (the "Distributions"). b. SCK operates a password protected database of information available for Affiliate access in connection with the Distributions at http://sckextranet.digiknow.com (the "Extranet") which contains names of individuals who have received donations from SCK, their addresses, family income and other private information and any and all materials related thereto (the "Private Information"). c. In connection with the Extranet and the Distributions, Affiliate acknowledges that it will receive from the SCK, have access to or become aware of such Confidential Information. d. Affiliate agrees to treat such information as confidential, upon the terms and conditions hereinafter set forth. AGREEMENT: NOW, THEREFORE, in consideration of the mutual promises contained herein, and intending to be legally bound hereby, the parties agree as follows: 1. Confidential Information Defined. As used herein, the term "Confidential Information" shall be defined as all information contained on or accessible via the Extranet, including without limitation the Private Information whether conveyed verbally, in written form, in electronic form, or in any other form and whether or not such information is marked or designated as "confidential" at the time of disclosure with the exception of: a. Information that is, or becomes part of, the public domain through no fault of the receiving party; or b. Information required to be disclosed by court order or other legal proceeding. The parties further acknowledge and agree that, but for the Affiliate's agreement to enter into this Agreement, SCK would not disclose to Affiliate, or provide Affiliate access to the Confidential Information. 2. Affiliate Responsibilities. From and after the date hereof, Affiliate will keep the Confidential Information private and reveal such Confidential Information only to such of Affiliate's respective employees, volunteers, representatives or agents ("Agents") who have a legitimate need-to-know such information for purposes directly related to the Affiliate Distributions. Affiliate shall inform all Agents to whom Confidential Information is disclosed under this Agreement or who otherwise receive or become aware of Confidential Information of Affiliate's obligations under this Agreement, and shall cause all Agents to comply with the terms of this Agreement as fully as if they were the Affiliate hereunder. Affiliate shall also obtain the written agreement of any Agent to whom Confidential Information is disclosed, indicating such Agent's agreement to be bound by the terms hereof. Without the prior written consent of SCK, Affiliate and its Agents shall not use any of the Confidential Information for any purpose which is not directly related to the Affiliate Distributions. 3. Ownership. Affiliate expressly acknowledges and agrees that the Confidential Information, all intellectual property embodied or incorporated therein or related thereto and all proprietary information relating thereto is proprietary to, and solely owned by SCK. Affiliate agrees not to reproduce, retransmit, disseminate, sell, distribute, create derivative works from, transmit, perform, publish, broadcast, circulate or commercially exploit the information contained on the Extranet in any manner without the express written consent of SCK. 4. Return of Information. Affiliate will, upon request, immediately return to SCK or destroy, any Confidential Information received including all copies, duplicates, print-outs, records and reproductions. 5. Notification of Required Disclosure. In the event that Affiliate or anyone to whom Affiliate transmits Confidential Information becomes legally compelled to disclose any of the Confidential Information, Affiliate shall, a sufficient period of time prior to such disclosure, provide SCK with notice thereof to enable SCK to seek a protective order or take other action to prevent or limit said disclosure and/or waive compliance with the provisions of this Agreement. 6. Representations of Affiliate: a. Affiliate will not use the Confidential Information or any feature of the Extranet for any purpose that is unlawful, abusive, harassing, libelous, defamatory, obscene or threatening. Affiliate will not use the Confidential Information to solicit SCK participants for any purpose unrelated to the Affiliate Distributions; b. Affiliate will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; c. Affiliate shall not use or exploit Confidential Information of SCK for its own commercial benefit or gain of any kind, or for the commercial benefit or gain of any kind, of any third party; d. Affiliate agrees to be bound by any affirmance, assent or agreement Affiliate transmits through the Extranet. Affiliate agrees that when Affiliate clicks on an "I agree," "I consent" or other similarly worded "button" or entry field with a mouse, keystroke or other computer device, Affiliate's agreement or consent will be legally binding and enforceable and the legal equivalent of Affiliate's handwritten signature. 7. Access and Passwords. SCK will provide Affiliate with an Extranet password (the "Password"). Affiliate is also responsible for keeping Affiliate's Password confidential. In addition, SCK recommends that Affiliate memorize Password and that Affiliate not write it down or store it on computers or other media that is not encrypted or otherwise secure from theft or unauthorized access. Affiliate must protect Password with the same degree of care and secrecy that Affiliate uses to protect other sensitive data. Affiliate must never give Password to anyone who asks for it by telephone or claims to represent SCK. 8. Further Agreement Required. Neither this Agreement nor any action taken pursuant hereto shall obligate either party to enter into any further business relationship with the other party. The terms and conditions of any such further relationship shall be negotiated and agreed to separately. 9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective officers, directors, employees, volunteers, agents, representatives, successors and assigns. 10. Paragraph Headings/Recitals. All paragraph headings are for identification only and shall in no way be construed to limit or modify the provisions of this Agreement. The Recitals to this Agreement are incorporated herein by reference. 11. Jurisdiction and Venue. This Agreement shall be construed in accordance with Ohio law, and shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Jurisdiction and venue over any claim arising from this Agreement shall be in the United States District Court for the Northern District of Ohio, Eastern Division, or the Court of Common Pleas located in Cuyahoga County, Ohio. Each party hereby consents to the same and to service of process. 12. Miscellaneous. This Agreement is not assignable by Affiliate and may not be amended or modified without a writing signed by both parties. Without limiting any of the rights or remedies otherwise available to SCK, SCK shall be entitled to equitable relief by way of injunction if Affiliate breaches any provision of this Agreement. No failure or delay by SCK in exercising any right or remedy hereunder shall operate as a waiver thereof. In case one or more of the provisions contained in this Agreement should be determined by a court of competent jurisdiction to be, in whole or in part invalid, illegal or unenforceable in any respect under applicable law, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired.