Last Modified: February 25, 2019
Welcome to partnered.io, the website and online service of Partnered, Inc. (“Partnered,” “we,” “our” or “us”). This page explains the terms by which you may use our online services, website, and software provided on or in connection with the service (collectively, the “Service”).
Please read this Agreement carefully to ensure that you understand each provision. This agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. This means that you waive any right to have those disputes decided by a judge or jury and that you waive your right to participate in class actions, class arbitrations, or representative actions.
Partnered provides a place for businesses to collaborate with one another and submit, store and share certain business data and other information related to you, your customers, or your business (collectively, “User Data”). Our Service allows businesses to connect with other companies and establish collaborative relationships by sharing certain User Data with one another via the Partnered interface and/or Partnered’s or one of our third-party service providers’ API connections.
As the provider of the Service, Partnered does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any User Data. Users alone are responsible for their User Data and whom they choose to share such User Data with. When choosing to connect and share User Data with another User, you are solely responsible for entering into all necessary documentation and agreements, including without limitation, non-disclosure agreements, in connection with or relating to such User Data, with such User and ensuring that all such documentation and agreements are current and have not been terminated or expired. You should always exercise due diligence and care when deciding whether to share User Data with another User, or communicate and interact with other Users, whether through or outside the Service. By connecting with another User and sharing your User Data, Partnered does not become a party to or other participant in any contractual relationships between Users. Partnered is not acting as an agent in any capacity for any User.
While we may help facilitate the resolution of disputes, Partnered has no control over and does not guarantee: (i) the existence, quality, safety, suitability, or legality of any User Data, (ii) the truth or accuracy of any User Data, or (iii) the performance or conduct of any User or third party, including but not limited to, a User’s misleading acts or omissions conducted through or outside of the Service. Partnered does not endorse any User.
If you choose to use the Partnered Service and share data with other Users, your relationship with Partnered is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Partnered for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Partnered.
This is a contract between you and Partnered. You must read and agree to these terms before using the Partnered Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Partnered, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by Partnered.
1.3 Limited License
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service solely for your internal business purpose as permitted by the features of the Service. Partnered reserves all rights not expressly granted herein in the Service and the Partnered Content (as defined below). Partnered may terminate this license at any time for any reason or no reason.
1.4 User Accounts
Your account on the Service (your “User Account”) gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of User Accounts for different types of Users. If you open a User Account on behalf of a company, organization, or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to Partnered with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your User Account. You must notify Partnered immediately of any breach of security or unauthorized use of your User Account. Partnered will not be liable for any losses caused by any unauthorized use of your User Account.
You may control your User profile and how you interact with the Service by changing the settings in your Settings Page within the Partnered user interface. By providing Partnered your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your Settings Page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
1.5 Changes to the Service
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon suspension for any reason or no reason, you continue to be bound by this Agreement.
1.6 Termination of this Agreement
Partnered may terminate this Agreement (including without limitation, any Order Form) at any time for any reason or no reason upon notice to you (which may be sent by email or posted on your User Account page). In the event of expiration or termination of this Agreement or any Order Form, (a) you will remain responsible for payment for the Service provided prior to the date of termination, (b) you will cease all use of the Service. Notwithstanding the foregoing or anything else in this Agreement, the terms of this Agreement that by their terms are perpetual or are otherwise intended to survive this Agreement will survive the termination or expiration of this Agreement.
1.7 Interactions with Other Users
You are solely responsible for your connections and interactions with other Users. You acknowledge that Partnered has no obligation to monitor the access to or use of the Service by any User or to review, disable access to, or edit any User Data, but has the right to do so to (i) operate, secure and improve the Service (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure User’s compliance with this Agreement; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Data that it determines is harmful or objectionable; or (v) as otherwise set forth in this Agreement. Partnered shall have no liability for your interactions with other Users, or for any User’s action or inaction.
1.8 Service Location
The Service is controlled and operated from facilities in the United States. Partnered makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
2.1 User Content
Some areas of the Service allow Users to submit, post, display, provide, or otherwise make available content such as profile information, comments, questions, and other content or information (other than User Data) (any such materials a User submits, posts, displays, provides, or otherwise makes available on the Service is referred to as “User Content”).
2.2 Uploading, Transmitting and Sharing User Data
Our Service enables you to either upload User Data from your systems into our Service or pull User Data from your existing SaaS tools or systems into the Service using an API provided by us or our third party service providers. Once your User Data is transferred into the Service, you may implement certain sharing rules and permissions under which certain selected User Data may be shared with Users of your choice. We may also offer you functionality to enable you to pull User Data received by you from another User back into your tools or systems.
2.3 Rights to User Data and User Content
We claim no ownership rights over User Content or User Data created by you. The User Content and User Data you create remains yours. However, you understand that certain portions of the Service may allow other Users with whom you maintain connections to view, edit, share, and/or otherwise interact with your User Content. Additionally, certain portions of the Service may allow other Users (with whom you may or may not have connections with) to view your profile information and request to connect with you. By providing or sharing User Content through the Service, you agree to allow such Users to view, edit, share, and/or interact with your User Content in accordance with your settings and this Agreement. Partnered has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.
By submitting, posting, displaying, providing, or otherwise making available any User Content or User Data on or through the Service, you hereby grant, and represent and warrant that you have all rights necessary to grant, all rights and licenses to the User Content and User Data for Partnered and its subcontractors and service providers to (i) provide the Service, and (ii) use such User Content and/or Data to the extent such User Content and/or User Data is aggregated with similar content of other Users and does not identify you or any of your customers as the source of such User Content and/or User Data. If Partnered shares or publicly discloses information (e.g., in marketing materials, or in application development) that is derived from User Data, such data will be aggregated or anonymized to reasonably avoid identification of a specific individual or the User. You further agree that Partnered will have the right, both during and after the term of this Agreement, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated data.
Following your use of the Service, you may submit a written request to the Partnered to remove from the Partnered systems any User Data consisting of personally identifiable information and following the receipt of such request, Partnered shall promptly delete any such personally identifiable information from its systems. Partnered shall provide to you a copy of your User Data promptly following your written request for such User Data.
2.4 Your Responsibilities for User Data and User Content
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
2.5 No Responsibility for Backups
Partnered will not be responsible for any backup, recovery or other steps required to ensure that User Data and/or User Content is recoverable in the case of data loss. You are solely responsible for backing up your User Data and User Content on a regular basis, and taking appropriate steps to safeguard and ensure the integrity of your User Data and User Content.
2.6 Data Processing Addendum
To the extent that we process any Customer Personal Data (as defined in the Data Processing Addendum ("DPA") and (i) the Customer Personal Data relates to individuals located in the EEA; or (ii) you are established in the EEA, the parties agree to process such personal data in accordance with the DPA accessible by request to [email protected]. For the purposes of this Agreement: "personal data", "process" and "EEA" shall have the meanings as set out in the DPA.
3.1 Partnered Content
Except for your User Content and User Data, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content and User Data belonging to other Users (the “Partnered Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Partnered and its licensors (including other Users who post User Content to or share User Data via the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Partnered Content. Use of the Partnered Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Partnered under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Partnered does not waive any rights to use similar or related ideas previously known to Partnered, or developed by its employees, or obtained from sources other than you.
4.1 Payment Service Provider
Partnered’s payment processing services are provided by a third-party payment service provider.
4.2 Paid Services
You may choose to subscribe to our paid version of the Services. In connection with such paid Services you will pay Partnered the then applicable fees described in the Order Form in accordance with, and for the Service period set forth in, the terms of such Order Form, as applicable.
4.3 Billing Policies
Except as otherwise set forth in an Order Form, Partnered may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion uponthirty (30) days prior notice to you (which may be sent by email or posted on your User Account page). Any change to our fees shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.
4.4 No Refunds
You may cancel your User Account at any time; however, there are no refunds for cancellation. In the event that Partnered suspends or terminates your User Account or this Agreement for your breach of this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your User Account, or for anything else.
4.5 Payment Information; Taxes
All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
4.6 California Residents
The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
If the Service provides professional information, such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Service. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.
You may sign up to receive certain Partnered notifications or information via text messaging and/or automated phone calls. You may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges.
We have implemented commercially reasonable technical and organizational measures designed to secure your User Data and User Content from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your User Data or User Content for improper purposes. You understand that internet technologies have the inherent potential for disclosure. You acknowledge that you are under no obligation to provide personally identifiable data or other sensitive information in order to use the Service and that you provide any such information at your own risk.
Since we respect artist and content owner rights, it is Partnered’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Partnered’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice Partnered, Inc. Address: 417 Adams Street, Suite 1L, Hoboken, NJ 07030 Tel.: (973) 886-5740 Email: [email protected]
Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
Please note that this procedure is exclusively for notifying Partnered and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Partnered’s rights and obligations under the DMCA, including 17 U.S.C. §512©, but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, Partnered has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Partnered may also at its sole discretion limit access to the Service and/or terminate the User Accounts of any Users who infringe any Intellectual Property Rights of others, whether or not there is any repeat infringement.
You agree to defend, indemnify and hold harmless Partnered and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Content, User Data or any content that is submitted via your User Account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
The Service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Partnered or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, Partnered, its subsidiaries, its affiliates, and its licensors do not warrant that any content, including without limitation, User Content or User Data, is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content, including without limitation, User Content or User Data, downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Service.
Further, Partnered does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and Partnered will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this Agreement will not apply to the extent prohibited by applicable law.
To the maximum extent permitted by applicable law, in no event shall Partnered, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service. Under no circumstances will Partnered be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your User Account or the information contained therein.
To the maximum extent permitted by applicable law, Partnered assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content, including without limitation, User Content or User Data, or for any loss or damage incurred as a result of the use of any content, including without limitation, User Content or User Data, posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) User Content or User Data or the defamatory, offensive, or illegal conduct of any third party. In no event shall Partnered, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Partnered hereunder in the three (3) months immediately preceding the event giving rise to the claim for damages or $100.00, whichever is greater.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Partnered has been advised of the possibility of such damage.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law.
13.1 Governing Law
This Agreement shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in New York County, New York State for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the “Arbitration” provision below, including any provisional relief required to prevent irreparable harm. You agree that New York County, New York State is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Partnered. For any dispute with Partnered, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. In the unlikely event that Partnered has not been able to resolve any claim, dispute or controversy it has with you (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”) after sixty (60) days, you and Partnered agree that the sole and exclusive forum and remedy for any and all Claims relating in any way to or arising out of this Agreement shall be final and binding arbitration. The Federal Arbitration Act and federal arbitration law apply to this Agreement.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
Any Claim between Partnered and you about or involving your use of the Service that is unable to be informally resolved must be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879, in New York, New York, USA , provided that the foregoing shall not prevent Partnered from seeking injunctive relief in a court of competent jurisdiction. Judgment on the award may be entered in any court of competent jurisdiction.
13.3 Class Action/Jury Trial Waiver
With respect to all persons and entities, regardless of whether they have obtained or used the Service for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s Claims. You agree that, by entering into this Agreement, you and Partnered are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Partnered without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
14.2 Notification Procedures and Changes to the Agreement
Partnered may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Partnered in our sole discretion. Partnered reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Partnered is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Partnered may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Agreement. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service.
14.3 Entire Agreement/Severability
This Agreement, together with any amendments and any additional agreements you may enter into with Partnered in connection with the Service, shall constitute the entire agreement between you and Partnered concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
14.4 No Waiver
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Partnered’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
In case of any conflict between the terms of these Terms of Service and any Order Form, the terms of the applicable Order Form will prevail with respect to the subject matter thereof.
Please contact us at [email protected] with any questions regarding this Agreement.