Last Modified: November 6th, 2020
By accessing or using the Service, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms of Service, whether or not you are a registered user of our Service. These Terms apply to all visitors, users, and others who access the Service (“Users”).
Please read these Terms carefully to ensure that you understand each provision. These Terms contain 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.
These Terms will change over time. If we make minor changes to the Terms without materially changing your rights, we will post the modified Terms on our website. We will notify you by email, through the Partnered Service, or by presenting you with a new Terms of Service to accept if we make a modification that materially changes your rights. When you use the Service after a modification is posted, you are telling us that you accept the modified terms.
The Partnered Service. 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.
Users Are Responsible for Their Own Data. 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 with the other User, including, without limitation, non-disclosure agreements, 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, at our discretion, 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.
Our relationship. If you choose to use the Partnered Service and share data with other Users, your relationship with Partnered is limited to that of a customer or User; you are 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.
These Terms are 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 these Terms and all applicable local, state, national, and international laws, rules, and regulations. Any use of or access to the Service by anyone under 13 is strictly prohibited and in violation of these Terms. The Service is not available to any Users previously removed from the Service by Partnered.
1.3 Limited License
Subject to these Terms, 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
Opening an Account. You need to have an account (your “User Account”) to use the Service. We may maintain different types of User Accounts for different types of Users, and you may be authorized to open an account on behalf of yourself or your employer. If you open a User Account on behalf of a company, organization, or other entity, then you are representing that you are authorized to commit to abide by these Terms on behalf of that entity, and you are agreement that all rights and obligations ascribed to “you” in these Terms apply to that entity as well.
Connecting to Partnered through a Third-Party Service. Partnered may offer you the opportunity to open an account and connect to Partnered through a third-party service. If you do that, 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.
No Unauthorized Use. 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.
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.
1.6 Changes to the Service; Suspension
We may change the Service from time to time, and those changes may expand or limit your access to certain features. In addition, we reserve the right to permanently or temporarily suspend your account or your access to the Service for any reason, including if in our sole determination you violate any provision of these Terms or any other policies associated with the Services, or for no reason. Upon suspension for any reason or no reason, you continue to be bound by these Terms.
1.7 Interactions with Other Users
You are solely responsible for your connections and interactions with other Users, whether online or offline. You acknowledge that Partnered is not liable or responsible for your or other Users’ conduct or inaction or for your interactions with other Users. We reserve the right, but have 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. 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. If you access or use the Service from other jurisdictions, you do so at your own volition, and you 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 (“Submit”) content such as profile information, comments, questions, and other content or information. Any such materials (other than User Data) are referred to in these Terms as “User Content.”
2.2 Uploading, Transmitting and Sharing User Data
Our Service enables you to upload User Data from your systems into our Service or to pull User Data from your existing SaaS tools or systems into the Service. Once you transfer User Data into the Service, you may share the User Data with Users you choose. If another User chooses to share User Data with you, we may also enable you to export that User Data into your own tools or systems.
2.3 Rights to User Data and User Content
Other Users May Access Content You Share. 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) 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 these Terms.
Partnered Will Never Share Your Personally Identifiable Information. By Submitting 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. If Partnered shares or publicly discloses information (e.g., in marketing materials, or in application development) that is derived from User Data and/or User Data, we will aggregate or anonymize that information to ensure, with reasonable certainty, that the disclosed information does not identify you or any of your customers as the source of such information. You further agree that Partnered will have the right, both during and after the term of your relationship with us, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated data.
2.4 Your Responsibilities for User Data and User Content
Intellectual Property Rights. For the purposes of these Terms, “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.
Our Responsibilities. Partnered has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service. For purposes of clarity, however, Partnered takes no responsibility and assumes no liability for any User Content or User Data that you or any other User or third party posts, sends, or otherwise makes available over the Service. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, transferring it or otherwise making it available on the Service and/or to other Users, and you agree that we are only acting as a passive conduit for your online distribution of your User Content and User Data. You understand and agree that you may be exposed to User Content and User Data that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Partnered shall not be liable for any damages you allege to incur as a result of or relating to any User Content or User Data.
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.
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 these Terms 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 these Terms 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.
If we provide 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.
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, at the following address:
Attn: DMCA Notice Partnered, Inc.
Address: 417 Adams Street, Suite 1L, Hoboken, NJ 07030
Tel.: (973) 886-5740
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, 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. You will cooperate as fully required by Partnered in the defense of any claim. Partnered reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Partnered.
The Service is provided on an “as is,” “as available,” and “with all faults” basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, neither Partnered nor any of its employees, partners, managers, officers, or agents (collectively, the “Partnered Parties”) make any representation or warranties or endorsements of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, custom, trade, quiet enjoyment, and system integration, with respect to (a) the Services; (b) User Content and User Data; or (c) security associated with the transmission of information to Partnered or via the Service. 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, the Partnered Parties 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. Accordingly, Partnered specifically disclaims any liability to any person or entity for any loss, damage (whether actual, consequential, punitive, or otherwise), injury, claim, or other cause of any kind based upon or resulting from any content on the Service.
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. These Terms give you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under these Terms 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. You agree, moreover, that, in the event you incur any damages, losses, or injuries that arise out of Partnered’s acts or omissions, the damages, if any, caused to you are not irreparable or sufficient to entitle you to an injunction or any other right to restrain the development, production, distribution, advertising, exhibition, or exploitation of any website, service, property, product, or other content owned or controlled by the Partnered Parties.
By accessing the Service, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and hereby expressly waive, the benefits of section 1542 of the civil code of California, and any similar law of any state or territory, which provides as follows: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
Partnered is not responsible for the actions, content, information, or data of third parties, and you release us, our directors, officers, employees, and agents from any claims and damages, known and unknown, arising out of or in any way connected with any claim you have against any such third parties.
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. These Terms give 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 these Terms will not apply to the extent prohibited by applicable law.
You agree that any dispute between you and Partnered arising out of or relating to these Terms of Service, the Partnered Service, or any other Partnered products or services (collectively, “Disputes”) will be governed by the arbitration procedure outlined below.
10.1 Governing Law
These Terms of Service and the resolution of any Disputes shall be governed by and construed in accordance with 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.
10.2 Informal Dispute Resolution
We want to address your concerns without needing a formal legal case. Before you file a legal claim against Partnered, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally.
10.3 Agreement To Arbitrate
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. In the unlikely event that Partnered has not been able to resolve any Dispute 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 these Terms, 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 these Terms shall be final and binding arbitration. The Federal Arbitration Act and federal arbitration law apply to these Terms.
10.4 Arbitration Procedures
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 these Terms 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.
10.5 Class Action/Jury Trial Waiver
In the event that the agreement to arbitrate is found not to apply to you or your claim, you and Partnered agree that 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 agreeing to these Terms, 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.
10.6 Limitation on Claims
Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Service must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.
These Terms, 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.
11.2 Notification Procedures
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 these Terms. 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.
11.3 Entire Agreement/Severability
These Terms, 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 these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, 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.
11.4 No Waiver
No waiver of any of these Terms 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 these Terms shall not constitute a waiver of such right or provision.
If you have a written agreement with Partnered that states that it supersedes or incorporates these Terms, then to the extent that there is any conflict between the documents, the provisions in your separate agreement apply. In addition, we are continually improving our Service, and we may occasionally offer special features or functionality governed by additional Terms of Service. If any of the additional Terms conflict with the Terms described herein, the additional Terms control.11.6 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.
Please contact us at firstname.lastname@example.org with any questions regarding these Terms.