Client Terms of Service

Terms of Service

Updated October 25, 2023

PartnerStack Inc. (“PartnerStack”) provides an innovative and efficient partner management platform (the “Platform”) that includes a built-in marketplace and payment automation system to facilitate various channel programs.  Before accessing and using the Platform, please read this entire agreement carefully.  This is a binding Agreement between PartnerStack and You or both You and the entity You represent (as the case may be) (collectively “You” or “Your”). These Terms of Service (the “Agreement”) govern Your access and use of the Platform and any other products or services provided by PartnerStack through the Platform. If You access or use the Platform in any way, You represent and agree that You: (i) have read and understand this Agreement; (ii) have the authority to bind Yourself and any entity You represent; and (iii) agree to the terms of this Agreement. If You do not agree to the terms of this Agreement, You may not access or use the Platform for any purpose.

This Agreement contains sections entitled “Disclaimer of Warranties” and “Limitations of Liability.” Please read them carefully, as they limit PartnerStack’s liability.

The Platform allows PartnerStack clients, vendors, and advertisers (each a “Client”) to create and manage Distribution Channel Programs as set forth in a separate agreement or order form between PartnerStack and the Client. The Platform also allows Client Partners (“Partners”) to identify and participate in Distribution Channel Programs offered by Clients. 

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1. Changes to this Agreement and the Platform

PartnerStack may update or change this Agreement at any time in its sole discretion, so please review this page periodically.  The effective date of this Agreement is set forth above, and if PartnerStack updates or changes the terms, we will post the new version here with the date on which all changes become effective.  Your continued use of the Platform after any change to these terms constitutes Your agreement to those new or changed terms. 

PartnerStack may also update and change any information, material, or content on the Platform (including, without limitation, any details, features, functionality, content and appearance of the Platform) at any time, without notice.

2. Account Registration

To access the Platform, You must create an account with a unique username and password for use as login credentials (each, a “User ID”).  You must keep Your User ID confidential and secure. Do not disclose or share Your User ID.  You are responsible for all acts, omissions and content carried out under Your User ID and PartnerStack will consider all acts, omissions and content on the Platform under Your User ID as authorized by You.  If You have any reason to believe that Your User ID has been compromised, please contact PartnerStack immediately.

3. Your Use of the Platform

PartnerStack provides the Platform: (i) build, manage, market and grow Distribution Channel Programs; (ii) facilitate communications between Clients and Partners about Distribution Channel Programs (collectively the “Permitted Use”). Your use of the Platform must be consistent with the Permitted Use and, as such, You agree to provide only true, complete, and accurate information to and through the Platform and to only use the Platform to communicate in a manner consistent with the Permitted Use. Any uses that are inconsistent with the Permitted Use are prohibited and may lead to the suspension of Your login credentials and account.

When You use the Platform, You may upload or provide content or information and communicate with others.  You agree that You have all appropriate rights to anything You provide to or through the Platform.  You also grant to PartnerStack a perpetual, irrevocable, royalty-free, fully paid-up, and worldwide license to access, collect, store, disclose and use any data, information, records and files that You provide to or through the Platform or that is provided by others who use the Platform for the sole purpose of providing and developing the Platform.  PartnerStack has the right (but not the obligation) to remove anything that You provide to or through the Platform in its sole discretion.  Please do not upload or provide any personal information to the Platform, as other users will have the ability to see and use any such information.  Communications made by or to You through the Platform are neither confidential nor Confidential Information and PartnerStack cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with Your use of the Platform.

4. Prohibited Use

You will not engage in any of the following on the Platform (collectively, the “Prohibited Use”): (a) “frame”, “mirror” or otherwise incorporate the Platform or any part thereof on any commercial or non-commercial website; (b) access, monitor or copy any part of the Platform using any robot, spider, scraper or other automated means or any manual process; (c) violate the restrictions in any robot exclusion headers on the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform; (d) take any action that imposes, or may impose, an unreasonable or disproportionately large load on the Platform; (e) deep-link to any portion of the Platform for any purpose; (f) remove any watermarks, labels or other legal or proprietary notices within the Platform; (g) modify or attempt to modify the Platform, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform; (h) use the Platform as part of any service for sharing, lending or multi-person use; (i) attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform; (j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform; (k) create adaptations, translations, or derivative works based on the Platform, in whole or in part, or decompile, disassemble, reverse engineer or other exploit any part of the Platform; (l) use of access the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; or (m) upload to or transmit through the Platform any information, images, text, data, media or other content that is, in the sole judgment of PartnerStack, offensive, hateful, obscene, defamatory or that violates any laws.  You must promptly notify PartnerStack of any known or suspected activity within Your account or through Your login credentials which is or may be a Prohibited Use.

5. Suspension and Termination

If You violate this Agreement or engage in any Prohibited Use, PartnerStack may temporarily or permanently suspend Your access to the Platform without notice in PartnerStack’s sole discretion.  You may also terminate Your account by providing PartnerStack thirty (30) days written notice.  Any termination will immediately remove Your ability to access the Platform and PartnerStack may delete any information contained within Your account.  Termination of Your account will not limit any of PartnerStack’s other rights or remedies under this Agreement or otherwise. 

6. Ownership of Platform

PartnerStack owns all right, title and interest in the Platform, all information, material, or content provided by PartnerStack related to the Platform or contained within the Platform, and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights in the Platform, which shall remain with PartnerStack and its licensors. PartnerStack expressly reserves all rights in the Platform, and You shall obtain no ownership or other rights in the Platform by virtue of Your use.

7. Privacy

To provide the Platform, PartnerStack collects, uses, stores and shares certain information as described in the PartnerStack Privacy Policy (https://PartnerStack.com/policies), which is incorporated by reference into this Agreement.

In using the Platform, You represent and warrant that You: (i) will at all times comply with all applicable laws (including, without limitation, all applicable privacy laws); and (ii) have obtained all required rights, authorizations, consents and permissions for all information, material, or content that You enter into the Platform including any information about identifiable individuals (“Personal Information").  If You have collected Personal Information from another site and are sharing it on the Platform, You represent that You have disclosed that fact in a publicly facing and appropriate privacy policy.

8. Third Party Websites

The Platform may provide links to third party websites. PartnerStack does not endorse the information contained on those websites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked website is provided for Your convenience but is not under PartnerStack's control. If You access any such website, You do so entirely at Your own risk.

The Platform may also provide links and access to third-party software and services (including, but not limited to Channel Program Agreements as defined herein).  The use of any such third-party software and services is governed by the third party provider and not PartnerStack.  Your acceptance of any such terms may create an agreement between You and the third party and not with PartnerStack. PartnerStack does not warrant or accept any liability or obligation to You with respect to third party software and services.  You may request a copy of any agreement with a third-party from that third-party.

9. Relationship with Partners

A. Channel Programs 

The Platform may display information about channel programs offered by Clients which may include a description of the channel program, payment terms, commission schedules, and other terms and conditions; and to which Partners may be accepted to participate by Clients Partners who wish to participate in a channel program are expected to communicate directly with the Client offering the program through the Platform and may be required to enter into a separate agreement for such channel program (the “Channel Program Agreement”).  PartnerStack, is not a party to any Channel Program Agreement and shall have no liability, responsibility, or obligation relating to any such agreement. 

B. Partner Commissions

Channel Programs may provide for the payment of commissions or rewards from Clients to Partners.  When a Client pays PartnerStack amounts due under its Channel Program, PartnerStack will notify Partner through the Platform that the payment may be deposited via the Payment Provider (as described below). 

Client agrees and acknowledges that: (a) PartnerStack has no obligation to pay commission amounts until it receives both payment from the responsible Client and a payment request from the Partner; (b) PartnerStack is not responsible for any late or in correct commission amounts; and (c) any disagreements over commissions must be resolved directly with the Partner without any involvement from PartnerStack.

C. Termination by Client

A Client shall reserve the right to terminate a relationship with a Partner for any reason by serving notice of termination in writing (email acceptable) to the Partner in accordance with the Client’s terms and conditions or Channel Program Agreement previously agreed with the Partner.

PartnerStack has no obligation to confirm or acknowledge any notice of termination between Client and Partner and therefore shall not be liable for any outstanding payments or other obligation which remain unfulfilled by a Client.

10. Payments

10.1 Payment Processing; Transaction Costs

The Platform enables certain payments to be completed between Clients and Partners under Channel Program Agreements. Payment processing services for the Platform are provided by third party payment processors (currently, Payments Canada Ltd., PayPal Holdings, Inc. and Stripe, Inc.) (collectively, the “Payment Providers”). Payments to PartnerStack maybe processed through Payment Providers, which require that You enter a separate agreement with the Payment Provider(s).  PartnerStack is not a party to any such agreement and shall have no liability, responsibility or obligation under such agreement. You will be solely responsible for any fees charged by any Payment Provider (the “Transaction Costs”).  It is Your responsibility to keep Your Payment Provider accounts current within the Platform, and  PartnerStack has no responsibility for incorrect or delayed payments.

10.2 Non-circumvention

The Client agrees not to circumvent the PartnerStack Platform directly or indirectly by settling, conducting or undertaking any payment transaction outside of the PartnerStack Platform with partners or transactions brought to Client’s program, facilitated or introduced by PartnerStack (“Referred Partners”). The Client further agrees that monthly fees related to Rewards earned by Referred Partners while Client is actively using the PartnerStack Platform shall remain payable by the Client to PartnerStack. 

11. CONFIDENTIALITY

11.1 Definitions

For the purposes of this Agreement, if You receive Confidential Information (as defined below) You will be the “Recipient” and PartnerStack will be the “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement, including information concerning the Discloser’s clients, suppliers, technology or business; provided that Discloser’s Confidential Information does not include: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.

11.2 Protection of Confidential Information

Recipient shall: (a) hold all Confidential Information of Discloser in confidence; (b) not use or copy such Confidential Information except for purposes of and as permitted by this Agreement; (c) not disclose such Confidential Information or the provisions of this Agreement except, if applicable, to its directors, officers, employees or agents who have a need to know such information for purposes of and as permitted by this Agreement. Recipient agrees to use the same means it uses to protect its own confidential information of a like nature, but in any event, not less than reasonable means, taking into consideration the sensitivity and nature of the Confidential Information in question, to prevent the disclosure of Discloser’s Confidential Information to third parties. Recipient shall be relieved from its obligations under this Section 11.2: (i) to the extent Discloser gives its prior written consent; or (ii) to the extent necessary to comply with applicable laws or regulations, or judicial or governmental order, provided that Recipient uses commercially reasonable efforts to provide prior written notice of such disclosure (to the extent such disclosure is not required to be made immediately) to Discloser to afford Discloser the opportunity to seek a protective order. Recipient will promptly notify Discloser in writing of any unpermitted disclosure or unpermitted use of any Confidential Information of Discloser of which Recipient becomes aware.

11.3 Remedies

Recipient agrees that Discloser may be irreparably injured by a breach of this Section 11 and that Discloser may be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any appropriate court to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or in equity.

12. DISCLAIMERS

USE OF THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARTNERSTACK DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON—INFRINGEMENT, QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS. PARTNERSTACK DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR THAT THE PLATFORM IS OR WILL BE ERROR—FREE, UNINTERRUPTED, FREE OF VIRUSES OR THAT ANY ERRORS IN THE PLATFORM WILL BE CORRECTED. 

PARTNERSTACK MAKES THE PLATFORM AVAILABLE TO VARIOUS ENTITIES INCLUDING PARTNERS AND CLIENTS.  ALL SUCH ENTITIES ARE INDEPENDENT FROM PARTNERSTACK AND, DESPITE ANY CONTRARY REFERENCE HEREIN, ARE NOT PARTNERS, AGENTS OR EMPLOYEES. PARTNERSTACK IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONDITIONS, BREACHES OR NEGLIGENCE OF ANY OTHER ENTITY (INCLUDING PARTNERS OR CLIENTS) AND SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY CHANNEL PROGRAM, CHANNEL PROGRAM AGREEMENT OR ANY OTHER OFFERING OF SUCH ENTITIES

13. Exclusions and  Limitation of Liability

NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OF SERVICE OR ANY OTHER AGREEMENT BETWEEN YOU AND PARTNERSTACK, IN NO EVENT WILL PARTNERSTACK OR ITS OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUCCESSORS AND ASSIGNS BE LIABLE , WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE OR LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT PARTNERSTACK IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PLATFORM, ANY CHANNEL PROGRAM OR ANY CHANNEL PROGRAM AGREEMENT. IN NO EVENT AND REGARDLESS OF THE THEORY OF RECOVERY WILL THE TOTAL AGGREGATE LIABILITY OF PARTNERSTACK OR ITS OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUCCESSORS AND ASSIGNS IN CONNECTION WITH YOUR USE OF THE PLATFORM FOR ANY PURPOSE EXCEED $100CDN.

14. Indemnification

You will defend, indemnify and hold harmless PartnerStack and all of its officers, directors, affiliates, partners, employees, agents, successors, and assigns from and against any liabilities, claims, demands, recoveries, losses, damages, fines, penalties or other costs or expenses, (including but not limited to reasonable legal and accounting fees), claimed against PartnerStack relating to: (i) any breach of any of Your warranties, representations or obligations under these Terms of Service or any documents referenced herein; (ii) any violation of any applicable law (including, without limitation, any privacy law) and the rights of a third party (including, without limitation, privacy or intellectual property rights); and (iii) any breach of or failure to perform under any Channel Program Agreement or any misrepresentation made by You or anyone acting on Your behalf in connection with any Channel Program Agreement.

15. Geographic Limitations of the Platform

Not all of the features and functionality of the Platform are available in all jurisdictions. Nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by applicable law. 

16. Governing Law and Jurisdiction

These Terms of Service will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. These laws apply to Your access and use of the Platform, notwithstanding the location of Your domicile, residency or physical location. The Platform is intended for use only in jurisdictions where it may lawfully be offered for use. In the event of any dispute regarding Your use of the Platform, You consent to the exclusive jurisdiction and venue of the courts in Toronto, Ontario, Canada. 

17. General Provisions

This Agreement constitutes the entire agreement between PartnerStack and You pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and PartnerStack. PartnerStack may provide You with notice as required herein via email to any address You have provided. If any of the provisions contained in these Terms of Service are determined to be void, invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, such determination will not impair or affect the remaining provisions contained herein, and each provision, or portion thereof, is hereby declared to be separate, severable and distinct. This Agreement is personal to You and may not be assigned or transferred for any reason whatsoever without PartnerStack’s prior written consent and any action or conduct in violation of the foregoing will be void and without effect. PartnerStack expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. In all matters relating to this Agreement, You and PartnerStack are independent contractors and nothing will be construed to create any association, partnership, joint venture, or relationship of agency or employment between You and PartnerStack.  A waiver of any provision of this Agreement shall only be valid if provided in writing and shall only be applicable to the specific incident and occurrence so waived. The failure by either party to insist upon the strict performance of this Agreement, or to exercise any term hereof, shall not act as a waiver of any right, promise or term, which shall continue in full force and effect. No single or partial exercise of any right or remedy under this Agreement shall preclude any other or further exercise of any other right or remedy in this Agreement or as provided at law or in equity. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity. The following sections shall survive the expiration or termination of this Agreement in addition to any other provision which by law or by its nature should survive: Section 6 (Ownership of Platform); Section 11 (Confidentiality); Section 12 (Disclaimers); Section 13 (Exclusions and Limitation of Liability); Section 14 (Indemnification); and Section 16 (Governing Law and Jurisdiction).

Software as a Service Agreement

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Effective upon your access and use of the PartnerStack Platform (as defined below), you or the organization you represent (“Client”) agree with PartnerStack Inc. (“PartnerStack”) that you have read, understood and accepted all the terms and conditions set forth below and that Client agrees to be legally bound by them as of the first date of Client’s access and use of the PartnerStack Platform (the “Effective Date”).

This Agreement, together with the applicable Terms of Service, and Order Form(s) sets forth the terms under which PartnerStack will make its Platform and Services available to Client This Agreement includes the terms set forth in any applicable statements of work or Order Forms that reference this Agreement as well as the PartnerStack Terms of Service.

Section 1.   DEFINITIONS

All capitalized terms used herein shall have the meanings set forth in this Section 1:

“Change Request” means a requested change to the PartnerStack Platform, out of scope of the services identified in this Agreement, made by Client to PartnerStack.

“Client Data” means collectively, all data, information and other materials (such as user profiles, configurations, preferences, registration data, and logs) furnished by or on behalf of Client including by Client Users (as defined below) or furnished by Partners in the course of participating in Client Partner Programs.

“Client Provided Data” means all beahvioural/interaction data collected and/or provided by Client (including through Client’s website or CRM) or from Partners participating in Client Partner Programs which use the PartnerStack Platform and tools (such as referral links, lead forms). 

“Client Customers” or “Customer” means customers which purchase or consume Client’s products and services.

“Client Users” means employees, contractors, consultants, suppliers, agents, auditors, legal counsel, and other representatives of Client who obtain and use provided log-in credentials to access the PartnerStack Platform.  

“Fees” means costs payable by Client for the Services in accordance with the fee schedule set out in Schedule “A”.

“Intellectual Property Rights” mean any and all intellectual property rights including copyrights, patent rights, trademark rights and any other intellectual property right anywhere in the world, whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection;

"Monthly Fees” means a percentage charged by PartnerStack on total Rewards earned by Partner(s) in a given month. 

“PartnerStack Platform” means the proprietary Software as a Service Platform offered by PartnerStack through which Client may manage its partner program(s) to enable Client’s partners to market, refer or sell Client’s product(s).  The PartnerStack Platform may only be used by Client (i) to build, manage, and grow its Client Partner Programs; (ii) provide information about Client Partner Programs including, if applicable, details about Client’s products or services and commissions; and (iii) communicate with potential Partners about entering into a Client Partner Program with Client. 

“PartnerStack User” or “Partner” means any third-party user of the PartnerStack Platform that obtains login credentials on behalf of a Client partner, reseller, influencer, community member or affiliate or who uses the PartnerStack Platform to participate in any Client Partner Program.

“Rewards” means any monetary or non-monetary rewards, bounties, commissions, or anything of value earned by Partners through Client Partner Programs that are payable by Client;

“Services” means all use of the PartnerStack Platform as described herein or as described in any Order Form.

“Order Form” means the form describing the Services Client is purchasing from PartnerStack and all associated fees due and payable pursuant to this Agreement.

Section 2.   SCOPE

2.1 Scope of Services.

Subject to Client’s compliance with the terms and conditions of this Agreement, PartnerStack will grant Client a non-exclusive, non-transferable license to the Services and the PartnerStack Platform during the Term. Client acknowledges and agrees the use of the PartnerStack Platform and the Services may require Client to complete and maintain the necessary technical integration with the PartnerStack Platform according to the instructions on the PartnerStack website (https://partnerstack.com) through the installation, configuration, and use of the PartnerStack integration API or one of the supported integrations (https://docs.partnerstack.com). Said integration is an express condition of PartnerStack providing the PartnerStack Platform and the Services. PartnerStack may, from time to time and in its discretion, update and modify the PartnerStack Platform during the Term provided that said updates and modifications do not result in materially diminished functionality to Client.

2.2 Restrictions on Use.

Client agrees that it shall not permit or enable others to:

(a) alter, modify, adapt, create derivative works based on, translate, deface, or reverse engineer, decompile or disassemble the PartnerStack Platform or any of the Services;

(b) use any aspect of the Services to create, market or distribute any product or service that is competitive with the Services or illegal; 

(c) transfer, sell, lease, license, sublicense, distribute, disclose or make available or permit use of or access to the PartnerStack Platform or any of the Services to any other person; 

(d) use any aspect of the Service in a manner that violates the PartnerStack Terms of Service located here: https://www.partnerstack.com/policies; or 

(e) use the PartnerStack Platform and Services to create and manage Partner Programs for any products and services not offered by Client

2.3 Data Ownership.

Client shall retain all ownership and Intellectual Property Rights in and to Client Data. As between Client and PartnerStack, Client shall retain all ownership of Client Provided Data. During the Term, Client grants to PartnerStack a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right to access, collect, use, process, store, disclose and transmit Client Data and Client Customer Data to: (i) provide the Services and PartnerStack Platform; (ii) improve and enhance the Services, the PartnerStack Platform and its other offerings; and (iii) produce data, information or other materials that cannot be identified as relating to a particular individual or company (such data, information and materials, the “Anonymized Client Data”). PartnerStack may use, process, store, disclose and transmit the Anonymized Client Data for any purpose and without restriction or obligation to Client of any kind provided that said Anonymized Client Data or Client Customer Data cannot be associated in any way with Client or Client’s customers.

2.4 Terms of Service for Users.

‍All Partners must create user accounts to access the PartnerStack Platform and accept PartnerStack’s terms of service and privacy policy to receive log-in credentials. Partners may participate in any partner programs on the PartnerStack Platform in addition to Client Partner Programs. Client is responsible for its Client User’s compliance with the then-current version of the Terms of Service located at Client Terms of Service and all Client Users must accept the Terms of Service as a condition of accessing the PartnerStack Platform.

Section 3.   TERM; TERMINATION

3.1 Term.

This Agreement will commence on the Effective Date and continue to be in effect for the initial period set out in an Order Form (the “Initial Term”). The Initial Term will automatically renew for successive one-year terms (each a “Renewal Term” and together with the Initial Term, the “Term”) unless either Party provides the other Party with written notice of its intention not to renew at least 60 days prior to the end of the then current Term.

3.2 Termination for Cause.

In addition to any other available rights and remedies, either Party may immediately terminate this Agreement in the event of material breach by the other Party of its obligations hereunder, including any of the representations, warranties and covenants hereunder, if such breach is not cured within thirty (30) days of written notification by the non-breaching Party of such breach. In addition, either Party may terminate this Agreement immediately upon written notice to the other if such other Party is subject to proceedings in bankruptcy or insolvency, voluntarily or involuntarily, if a receiver is appointed with or without the other Party’s consent or if the other Party becomes insolvent and cannot pay its debts when they are due.

3.3 Effect of Termination.

Upon any expiration or termination of this Agreement, Client will have a fifteen (15) day period to access its account and download or export Client Data. After the fifteen (15) day period, PartnerStack will convert Client’s account to inactive status and Client Data will no longer be available. After termination, PartnerStack will maintain all Client Data for a period of not less than thirty (30) days after which time Client Data may be deleted unless prohibited by applicable law. Upon termination of this Agreement, (i) the rights granted by one Party to the other will immediately cease and Client shall have no further right to access the PartnerStack Platform; (ii) PartnerStack shall issue Client an invoice for all accrued Fees and Rewards which shall be immediately due upon Client’s receipt of the final invoice; (iii) Client will delete or return any software provided by PartnerStack in connection with the Services; and (iv) each Party will return or destroy all Confidential Information of the other Party.

Section 4.   CHANGES TO THE SERVICES

4.1 Change Requests.

‍Any requested changes to an Order Form will not be effective until both parties have signed an amendment changing the Services being provided.

Section 5.   REWARDS; FEES AND TAXES

5.1 Rewards.

‍PartnerStack will collect Rewards from Client, and Client will pay PartnerStack for all Rewards earned by Partners. PartnerStack will notify Partners when Rewards are collected from Client and are available. Upon a Partner’s request PartnerStack will remit Rewards collected from Client them, but PartnerStack shall have no obligation to remit any Rewards until it has received payment from Client and has received a remittance request. All payments to Partners in connection with Client Partner Programs must be processed through PartnerStack.

5.2 Fees.

‍‍Client will pay PartnerStack all Fees described in the applicable Order Form or Schedule “A”. Failure by Client to pay the undisputed Fees pursuant to Section 5.3 shall constitute a material breach of this Agreement and may result in the termination of this Agreement or suspension of access to the Service. Unless otherwise noted in the Order Form or Schedule “A”, all Fees shall be paid in advance in U.S. Dollars and are non-cancelable and non-refundable. The annual subscription fees for any Renewal Term will be subject to a 7% increase over the fees in the immediately preceding period.

5.3 Invoices.

PartnerStack will invoice Client for Rewards and Monthly Fees on Rewards on a monthly basis and for subscription Fees on an annual basis on each anniversary of the effective date of this Agreement, and each invoice will categorize amounts due accordingly. Unless otherwise expressly stipulated in an invoice, on an Order Form or Schedule “A” Client will pay: (i) all invoiced subscription Fees upon receipt; and (ii) all invoiced amounts for Rewards and Monthly Fees on Rewards within 7 calendar days of the invoice date.  Any discrepancies regarding the invoiced amounts must be reported to PartnerStack within 5 calendar days of invoice or they will be deemed correct.

5.4 Taxes.

Each Party shall be liable for its own taxes based upon net income, capital or gross receipts. All Fees are exclusive of all applicable taxes such as national, state or local sales, use, value added or other taxes, customs duties, or similar tariffs and fees.

5.5 Non-circumvention.

In accordance with Section 5.1 of this Agreement, the Client agrees not to circumvent the PartnerStack Platform directly or indirectly by settling, conducting or undertaking any payment transaction outside of the PartnerStack Platform with partners or transactions brought to Client’s program, facilitated or introduced by PartnerStack (“Referred Partners”). The Client further agrees that monthly fees related to Rewards earned by Referred Partners while Client is actively using the PartnerStack Platform shall remain payable by the Client to PartnerStack.

Section 6.   REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1 Mutual.

Each Party represents and warrants that (i) the execution and delivery of this Agreement will not breach any contractual duty it has to a third party; and (ii) it has and will have full and sufficient right, title or authority to enter into and perform its obligations under this Agreement; and (iii) they will perform their obligations under this Agreement in full compliance with applicable law.

6.2 DISCLAIMER.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PARTNERSTACK MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY NATURE, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN RESPECT OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS RESPECTING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ARISING BY STATUTE, OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PARTNERSTACK DOES NOT WARRANT THAT THE PROVISION OF THE SERVICES TO CLIENT WILL BE UNINTERRUPTED OR ERROR-FREE.

Section 7.   CONFIDENTIALITY

7.1 Definitions.

For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Disclosing Party” and “Confidential Information” of Disclosing Party means any and all information of Disclosing Party or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement, including information concerning the Disclosing Party’s customers, suppliers, technology or business, and where Disclosing Party is Client, includes Client Data; provided that Disclosing Party’s Confidential Information does not include: (i) information already known or independently developed by Recipient without access to Disclosing Party’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.

7.2 Protection of Confidential Information.

Receiving Party shall: (a) hold all Confidential Information of Disclosing Party in confidence; (b) not use or copy such Confidential Information except for purposes of and as permitted by this Agreement; (c) not disclose such Confidential Information or the provisions of this Agreement except to its directors, officers, employees or agents who have a need to know such information for purposes of and as permitted by this Agreement. Each Party agrees to use the same means it uses to protect its own confidential information of a like nature, but in any event, not less than reasonable means, taking into consideration the sensitivity and nature of the Confidential Information in question, to prevent the disclosure of Disclosing Party’s Confidential Information to third parties. Receiving Party shall be relieved from its obligations under this Section 7.2: (i) to the extent the Disclosing Party gives its prior written consent; or (ii) to the extent necessary to comply with applicable laws or regulations, or judicial or governmental order, provided that such Receiving Party uses commercially reasonable efforts to provide prior written notice of such disclosure (to the extent such disclosure is not required to be made immediately) to Disclosing Party to afford Disclosing Party the opportunity to seek a protective order. Receiving Party will promptly notify Disclosing Party in writing of any unpermitted disclosure or unpermitted use of any Confidential Information of Disclosing Party of which Receiving Party becomes aware.

7.3 Remedies.

Receiving Party agrees that Disclosing Party may be irreparably injured by a breach of this Section 7 and that Disclosing Party may be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any appropriate court to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or in equity.

Section 8. PARTNERSTACK’S INTELLECTUAL PROPERTY RIGHTS

8.1 Ownership.

PartnerStack or its licensors retain all ownership and intellectual property rights in and to: (i) the Services and the PartnerStack Platform; (ii) anything developed or delivered by or on behalf of PartnerStack under this Agreement; and (iii) any modifications to the foregoing (i) and (ii). Other than as specifically licensed herein, Client shall obtain no rights to the PartnerStack Platform or the Services. If Client provides PartnerStack with any feedback during the Term, PartnerStack shall have a perpetual right to use and incorporate same at its discretion.  All rights not expressly granted by PartnerStack to Client under this Agreement are reserved.

Section 9.   INDEMNITY AND LIMITATION OF LIABILITY

9.1 By Client.

‍Client agrees to defend, fully indemnify and hold harmless PartnerStack from and against any and all claims, demands, suits, actions, causes of action and/or liability, of any kind whatsoever (each a “Claim”), for damages, losses, costs and/or expenses (including legal fees and disbursements) (“Losses”) arising out of or relating to: (i) Client Data, including but not limited to, Client’s failure to comply with applicable laws with respect to the collection of Client Data, including obtaining all necessary consents and permissions for the transfer of Client Data to PartnerStack; (ii) Client’s breach of Sections 2.2 (Restrictions on Use); or (iii) unauthorized use of Services by Client or any Client User.

9.2 By PartnerStack.

(a) PartnerStack shall indemnify and defend any Claim brought against Client arising out of or relating to any allegation that Client’s use of the Services infringes a third party’s Intellectual Property Rights (an “IP Claim”). PartnerStack’s indemnity obligation will apply to any Losses that: (i) a court finally awards as a result of any IP Claim; or (ii) are agreed to by PartnerStack in any settlement arising from any IP Claim, in each case subject to this Section 10; provided, that PartnerStack shall have full control over the defense of the IP Claim and (x) any settlement or resolution entered into by PartnerStack shall not require an admission of liability or any payment by Client, (y) Client has not made any admission against PartnerStack’s interests and has not agreed to any settlement of any claim or demand without PartnerStack’s consent, and (z) Client shall cooperate with PartnerStack in the defense of the claim, at PartnerStack’s expense. 

(b) Notwithstanding anything herein to the contrary, PartnerStack will have no obligation or liability to Client under this Section 9.2 if: (i) the IP Claim is based upon, arises out of or is related to (a) the combination of any of the Services with any other software, hardware or products not provided by PartnerStack; (b) the use of the Services for other than their intended purpose; or (c) modifications, improvements and derivative works of PartnerStack created by or on behalf of Client; (ii) Client is in material breach of this Agreement or has failed to pay amounts due hereunder as set forth in Section 5; or (iii) Client fails to notify PartnerStack of the IP Claim in a prompt manner and the delay results in prejudice to PartnerStack.

(c) If any part of the Services become the subject of an IP Claim, PartnerStack may, at PartnerStack’s option and expense, (i) procure for Client the right to continue using the Services; (ii) replace or modify the Services with a non-infringing version of substantially equivalent function and performance; or (iii) terminate this Agreement and refund to Client on a pro rata basis any prepaid but unused subscription fees. The obligations of PartnerStack set forth in this Section 9.2 shall constitute the sole and exclusive remedy of Client with respect to any IP Claim.

9.3 Cooperation.

‍In connection with any Claim or action described in this Section 9, the Party seeking indemnification will (i) give the indemnifying Party prompt written notice of such Claim or action; (ii) cooperate with the indemnifying Party (at the indemnifying Party’s expense) in connection with the defense and settlement of such Claim or action, and (iii) permit the indemnifying Party to control the defense and settlement of such Claim or action; provided that the indemnifying Party will not under any circumstances (a) settle such Claim or action without the indemnified Party’s prior written consent (which will not be unreasonably withheld or delayed), or (b) make an admission of liability on behalf of the indemnified Party without the indemnified Party’s prior written consent and further provided that the indemnified Party shall be entitled to participate (at its expense) in the defense and settlement of such Claim or action.

9.4 Limitation of Liability.

(a)  Neither Party will be liable for any indirect, special incidental, consequential, punitive or exemplary damages, or lost profits including, without limitation, loss of revenue, regardless of the form of action, whether in contract or in tort including negligence, even if the Party knew or should have known of the possibility of such damages and even if direct damages do not satisfy a remedy.

(b)   Except as set forth in Section 9.4(c), neither Party’s liability for damages under this Agreement (whether in contract or tort, including negligence, or otherwise) will in any event exceed the aggregate amount paid by Client pursuant to this Agreement in the six (6) month period preceding the event giving rise to the damages.

(c)  The limitations provided for in Section 9.4(b) will not apply to Claims arising from: (i) any failure of Client to pay any Fees or Rewards; or (ii) any breach of Section 2.2 (Restrictions on Use), or Section 7 (Confidentiality).

Section 10.   DISPUTE RESOLUTION

10.1 Arbitration.

(a) Except for actions relating to Client’s failure to pay any invoiced Fee or Reward (which shall be settled through the appropriate court system), the Parties will resolve any dispute arising out of or relating to this Agreement as set forth in this Section 10.1.  

(b) If a dispute occurs between the Parties so that one party is considering legal action against the other Party, then notice shall be provided by the party to the other Party of such dispute and the parties will endeavor in good faith to resolve same. In the event the parties are unable to resolve the dispute within five (5) days of the receipt of such notice, then such dispute shall be escalated to the immediate supervisors of such representatives, who shall have an additional ten (10) days to resolve such dispute.

(c) If the dispute is not resolved pursuant to Section 10.1(b), the dispute will be referred to and determined by arbitration in accordance with (i) the National Arbitration Rules of the ADR Institute of Canada, Inc. (the “NADR Rules”) if the governing law of this Agreement is Ontario and (ii) the Commercial Dispute Rules of JAMS/Endispute (“JAMS”) or American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes (“CARASP”), at PartnerStack’s discretion, if the governing law of this Agreement is in the United States.  Either Party may commence the arbitration.  The site of the arbitration will be the same as the venue for the governing law. 

(d) The arbitration will be conducted in English before a single arbitrator. If the Parties do not agree on the arbitrator within 15 days of the referral to arbitration, then the arbitral tribunal will be appointed by the ADR Institute of Canada or pursuant to the procedures set out in the CARASP.  The arbitral tribunal will be conducted on an expedited basis and will render its final award and the reasons for the award within 45 days of the conclusion of the hearing, unless such time is reduced or extended by the tribunal after giving the parties an opportunity to be heard.  Any award or judgment on an award and any award for interim relief may be entered in any court having jurisdiction and will be final and binding on the parties and will not be subject to appeal. No Party is prohibited from seeking interim, interlocutory, or expedited remedies (including the use of arbitration rules providing for emergency measures of protection), in any forum having jurisdiction, including remedies to preserve or protect trademarks, Confidential Information, copyrights, or trade secrets or for extraordinary relief such as an injunction or eviction. In addition to any other restriction on the tribunal in this Agreement, in no event will the arbitral tribunal award, or have any jurisdiction to award, punitive or exemplary damages against any Party.  No arbitration award will have an effect of preclusion or collateral estoppel in any other adjudication or arbitration.

‍

Section 11.   GENERAL PROVISIONS

11.1 Third Party Software and Service.

‍The PartnerStack Platform may provide links and access to third party software and services.  The use of such third party software and services are governed by the terms of the third party provider and are binding on Client.  PartnerStack does not provide any warranties, and has no liability or obligation to Client, with respect to third party software and services.  Copies of the applicable license agreement between third party providers and Client are available on the PartnerStack website or by contacting PartnerStack.

11.2 Assignment.

Client will not assign this Agreement to any third party including in the event of merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without informing PartnerStack in writing. If PartnerStack in its reasonable discretion does not agree to assignment and/or transfer of rights in this Agreement, then PartnerStack may either, in its sole discretion: (i) terminate this Agreement and refund Client Subscription Fee on pro-rated basis; or (ii) mutually agree, with Client, on a revised Client Subscription Fee for the remainder of the Term. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.

11.3 Relationship of Parties.

In all matters relating to this Agreement, PartnerStack and Client are independent contractors and nothing will be construed to create any association, partnership, joint venture, or relationship of agency or employment between PartnerStack and the Client.

11.4 Publicity.

Client authorizes PartnerStack to (i) include Client in any user or subscriber list; and (ii) use Client’s name and/or trademarks for marketing and publicity on its website, in marketing materials and/or in press releases.

11.5 Excusable Delays.

Should PartnerStack incur any delay in the provision of the Services resulting from any errors, defects or other problems contained in the information, materials and/or instructions provided to it by Client, PartnerStack shall be excused from performance during the period of such delay and Client shall remain liable for any Fees incurred during such delay.

11.6 Force Majeure.

Except as relating to Client’s payment obligations, neither Party shall be liable to the other for a failure or delay in the performance of any obligation under this Agreement if such failure or delay is caused by an event beyond a Party’s control, including, but not limited to, any fire, power failure, act of God, labour dispute or government measure or other cause beyond such Party’s reasonable control (a “Force Majeure Event”), provided that such Party gives prompt written notice of the Force Majeure Event to the other Party and resumes performance of its obligations as soon as possible. Either Party may terminate this Agreement without penalty if such delay due to a Force Majeure Event continues for a period of ninety (90) days without cure.

11.7 Survival.

The following sections shall survive the expiration or termination of this Agreement in addition to any other provision which by law or by its nature should survive: Section 3.3 (Effect of Termination); Section 5 (Rewards; Fees and Taxes); Section 6.3 (Disclaimer); Section 7 (Confidentiality); Section 8 (PartnerStack’s Intellectual Property Rights); Section 9 (Indemnity and Limitation of Liability); Section 10 (Dispute Resolution); and Section 11.8 (Governing Law). Client’s obligations in respect of any Fees and Rewards owing shall also survive, whether or not such Fees or Rewards have been invoiced by PartnerStack.

11.8 Governing Law.

If Client is incorporated outside Canada, then this Agreement shall be governed by and construed in accordance with the laws of the State of New York, excepting its choice of law provisions, and the Parties hereby agree to irrevocably attorn to the exclusive jurisdiction of the courts of the State of New York and the venue of Buffalo.  If Client is incorporated in Canada, then this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, excepting its choice of law provisions, and the Parties hereby agree to irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario and the venue of Toronto.

11.9 Notices.

All notices under the terms of this Agreement shall be both 

(i) sent by email to notice@partnerstack.com and 

(ii) given in writing and sent by registered mail or email or shall be delivered by hand to the following addresses:

‍

[Account.Name]

Address:  As set out on the order Form  

‍

PartnerStack, Inc.

Address:       

1000 Brickell Avenue

Suite #715 (PMB-315)

Miami, FL 33131

United States of America

Attention: Legal Department

Email: legal@partnerstack.com

or to any other person or address of which either Party may notify the other in writing from time to time. All notices shall be presumed to have been received when they are hand delivered, transmitted by email or five (5) days following the day of facsimile transmission.

11.10 Severability.

If any provision, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable and distinct.

11.11 Waiver.

A waiver of any provision of this Agreement shall only be valid if provided in writing and shall only be applicable to the specific incident and occurrence so waived. The failure by either Party to insist upon the strict performance of this Agreement, or to exercise any term hereof, shall not act as a waiver of any right, promise or term, which shall continue in full force and effect.

11.12 Remedies Cumulative.

No single or partial exercise of any right or remedy under this Agreement shall preclude any other or further exercise of any other right or remedy in this Agreement or as provided at law or in equity. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity.

11.13 Number and Gender.

Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders.

11.14 Amendment.

This Agreement may only be amended by written agreement duly executed by authorized representatives of the Parties.

11.15 Counterparts and electronically transmitted.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement. A document signed and transmitted electronically by facsimile or email is to be treated as an original and shall have the same binding effect as an original signature on an original document.

11.16 Entire Agreement.

This Agreement and the Order Form attached hereto shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall replace all prior promises or understandings, oral or written.

End of Agreement – Schedules to Follow

SCHEDULE “A”

“SOFTWARE AS A SERVICE” SERVICES

The Services: As outlined in your Order Form

Support and Success:

Email and Web Support. Client will generally have access to PartnerStack’s technical support through email at support@partnerstack.com, or through the web site at https://docs.partnerstack.com.

Onboarding Support. Client will work with a PartnerStack:

(a) onboarding specialist to support Client’s onboarding to PartnerStack, as well as program migration from other partner platforms and Client Partner Program launch on PartnerStack.

(b) solutions architect to support Client with required integrations between PartnerStack and Client systems.

Continued Support. Client will work with a PartnerStack: Customer Success Manager to support Client with user training, and to assist Client in scaling their Client Partner Program with PartnerStack best practices.

Fees:

Unless otherwise agreed to by the Parties in writing, Client will pay PartnerStack the following fees:

Subscription Fee: An annual Subscription Fee set out in the order form and due upon execution of this agreement.

Monthly Fee on Rewards earned by Partners:

(a) a monthly fee in the amount of (as set out in the Order Form) of the Rewards earned by Partners in such month, for Partners that are brought to Client’s program by Client.

(b) a monthly fee in the amount of (as set out in the Order Form) of the Rewards earned by Referred Partners in such month, for Partners that are brought to Clients program by PartnerStack, either through the PartnerStack Marketplace or directly referred to Client’s program by PartnerStack.

SCHEDULE “B”

SERVICE LEVEL AGREEMENT

This Service Level Agreement (“SLA”) is part of each Client’s SaaS Agreement (the “Agreement”). If the terms of this SLA conflict with the terms of the Agreement (or any other agreement with Client), this SLA shall apply, but only to the extent of such conflict. Capitalized terms used but not defined in this SLA will have the meaning assigned to them in the Agreement. 

If PartnerStack does not achieve the Service Levels set forth herein, Client may be eligible for a credit towards a portion of Client’s Subscription Fee. This SLA will not change during the Initial Term, however, the then-current SLA shall apply during any Renewal Term. We will provide at least 60 days’ notice of any material change to this SLA. 

Definitions:

“Annual Fee” means Client’s total annual Subscription Fee paid and which shall form the basis of any Service Credit owed under this SLA; 

“Downtime” means any period of time when Client’s users are not able to log into the PartnerStack Platform. Downtime does not include any unavailability of the PartnerStack Platform for routine or scheduled maintenance.   

“PartnerStack Platform” has the meaning assigned to it in the Agreement. 

“Service Credit” is the percentage of the applicable annual Subscription Fee  Client may obtain as described herein;

“Service Level” means the availability of the PartnerStack Platform set forth in Section 2 below. 

“Support Business Hours” means PartnerStack’s normal business hours of 9am-5pm EST, excluding weekends and Canadian statutory holidays. 

Service Levels:

PartnerStack will make commercially reasonable efforts to provide the Platform no less than 99.50% of the time each calendar month (the “Availability Service Level”).  The Availability Service Level will be calculated by subtracting the total minutes of Platform Downtime from the total number of minutes during each month and dividing that result by the number of minutes in that month. If PartnerStack fails to meet the Availability Service Level in any calendar month during the Term, Client will be entitled to request credits as follows:

PartnerStack’s Severity Levels and Response Times:

PartnerStack shall make commercially reasonable efforts to respond to Platform issues (and update Client regarding same) as set forth in the table below.

Support Service Availability:

PartnerStack offers Support Business Hours for In-App and email support issues.  Response to any emails or other contacts received outside of Support Business Hours will be provided during the next business day. 

Service Credit:

To request a Service Credit, Client must submit the request in writing to PartnerStack and include all information necessary for PartnerStack evaluate the claim.  Client should include: (i) a general description of the incident or issue; and (ii) the total Client Downtime claimed.  Client shall waive all claims for Service Credits if not property submitted within ten (10) days of the incident. No Service Credit will be owed if Client is not in compliance with the Agreement. 

PartnerStack will evaluate all reasonably available information regarding the incident and make a good faith determination of Client’s request for a Service Credit. We will use commercially reasonable efforts to process your credit request within forty-five (45) days of receipt the request. All allowed Service Credits will be applied to Fees invoiced during the month immediately following PartnerStack’s determination. 

Payment of Service Credits as set forth herein are Clients sole and exclusive remedy for any performance or availability issues related to the Services or the Platform.  Failure to meet the SLA described herein shall not be considered a breach of the Agreement.

Limitations:

This SLA and any applicable Service Level do not apply to any performance or availability issues caused or contributed to by: 

• Factors outside PartnerStack’s reasonable control including any Force Majeure Event (including at your site or between your site and our data center); 
• Use of services, hardware, or software not provided by PartnerStack;
• Your use of a Service after we advised you to modify your use of the Service (if you did not modify your use as advised). 
• Your acts or omissions or from your employees, agents, contractors, or clients, or anyone gaining access to PartnerStack’s network by means of your passwords or equipment, or otherwise resulting from your failure to follow appropriate security practices.

Privacy policy

Introduction and Definition

PartnerStack Inc. operating as PartnerStack (“PartnerStack”, “we”, “us”) is committed to protecting your data and your customers’ data. We review this policy regularly to help ensure continued compliance with applicable regulatory and legislative regimes governing personal information and data collection. This Data Security and Privacy Policy (the “Policy”) describes how we collect, store, use and distribute information and data that you submit to us through the use of our Services, including without limitation, the PII (as defined below) of your end users. 

This Policy does not impose any limits on the collection, use or disclosure of aggregate information that cannot be associated with a specific individual, or information that is otherwise determined to be Non-PII (as defined below).

• “Client Data” refers to the information collected from Client. This may include, but is not limited to, first name, last name, email address, IP address, and transactional information to support its Partner program(s) requirements.
• “Companies”, “Company”, "Client" or “you” refers to the entities that are using PartnerStack for their Partner Programs.
• “Customer Data” refers to the information collected from End Users through the Client’s website. This may include, but is not limited to, first name, last name, email address, IP address, and transactional information to facilitate Partner program(s) requirements.
• “End Users” refers to the customers that are referred to Clients by Partners in their Partner Programs.
• “Partner(s)” refers to the Partners in the Client Partner Programs. Partners include, but are not limited to, resellers, affiliates, advocates, and ambassadors of the Client/Company.
• “Partner Data” refers to the information collected from Partners through the Client’s website. This may include, but is not limited to, first name, last name, email address, the location of posted referral links, and transactional information to facilitate Partner program(s) requirements.
• “Partner Programs” refers to any (but not limited to) reseller, affiliate, advocates, and ambassador programs, campaigns intended to create sales.
• Personally Identifiable Information (“PII”) collected by PartnerStack refers to information that may personally identify an individual. This includes, but is not limited to, first name, last name, e-mail, IP address, postal address, date of birth, phone number and may include subscriptions to the Client services. We may collect such information about Clients, Partners, and Customers.
• Non-Personally Identifiable Information (“Non-PII”) collected by PartnerStack refers to information of an anonymous nature and aggregate information. Aggregate information may include, but is not limited to, usage statistics and demographic statistics with regards to Clients, Partners, and Customers.
• “Services” refers to PartnerStack’s collection, processing and storage of data which is used to facilitate Partner Programs for Clients. The collection of data is performed through the Client’s website.

Consent Disclosure

By using our Services, entities consent to the use of Customer Data as described in this Policy.

• “Customer Data” refers to the information collected from End Users. This may include, but is not limited to, first name, last name, email address, IP address, and transactions on the Client’s website.
• Except as set forth in this Policy, Client Data, Partner Data, and Customer Data will not be used for any other purpose without the consent of the Client, or Customer, as applicable. We do not collect Client Data, , or Customer Data for the purpose of sales or marketing in a way that specifically identifies individuals, and will implement reasonable efforts to help ensure this is met.

Purposes of Collection of Data

• We aim to collect only such information as is required to enable us to manage Client and Partner accounts, to provide the Services, service improvement, fraud prevention, and for other legitimate business purposes.
• We will maintain and implement necessary safeguards for Client Data, Partner Data, and Customer Data provided to us through the use of the Services.
• We will use the PII of Client, Partner, and Customer for the purposes specified above in this section (subject to the exclusions and disclosures we have listed under the section entitled Important Exceptions)
• Two types of information may be collected and processed through our Services:
  
  i. PII: This information is collected by PartnerStack and Clients directly or through third-parties that may integrate with PartnerStack and Clients. The basis for collecting this information is for the provision of our Services.
  ‍
  ii. Non-PII: This information is collected by PartnerStack and Clients directly or through third-parties that may integrate with Clients.The basis for collecting this information is for the provision and enhancement of our Services.

• PartnerStack does not knowingly collect any information from or about children under the age of 16.  If we become aware that we have received any such information, we will take steps to delete this information as soon as possible.

Use and Purposes for Processing of Data

• We use collected data in order to provide and enhance our Services, as well as for fraud prevention.
• Client Data, Partner Data, and Customer Data may be shared with third-parties only to the extent which is necessary to provide our Services. Data transfers will be secured and managed based on the sensitivity of the data.
• We collect aggregated statistics about the Clients’ and Partners' use of our Services, and this information will be kept confidential.  However, Non-PII will be retained by us and may be made available to other members or third-parties as per our discretion to improve our services.
• If we plan to use PII in the future for any other purposes not identified in this Policy, we will only do so after informing you, and obtaining consent on the updates to this Policy.
• This Policy does not apply to the security or privacy practices of such third parties.

Cookie Disclosure

• We collect both "persistent" cookies and "session" cookies (“Cookies”). A persistent cookie will be stored by a web browser and will remain valid until its set expiry date, unless deleted by the user before the expiry date. A session cookie will expire when the web browser is closed.
• Our service providers may use Cookies and those Cookies may be stored on Client, Partner, or Customer computers when our website is visited by those individuals.
• We use Cookies in order to provide and improve upon our Services, and for the following additional reasons: authentication, status, personalisation, security, analysis, and consent.
• Cookies may be refused by the website visitor.

Security Safeguards

• The security of Client Data, Partner Data, and Customer Data is important to us. We use commercially reasonable efforts to store and maintain data in a secure environment. We take technical, contractual, administrative, and physical security steps designed to protect Client Data, Partner Data and Customer Data, including the encryption of data and secure storage.
• We use Google Cloud Platform (GCP) automated services, as well as various other third-party security services to automate security assessment and improve the security and compliance of our applications.
• We share Client Data, Partner Data, and Customer Data only with our trusted subprocessors, such as service providers and database hosts. We use the Google Cloud Platform (GCP) service and accordingly Client Data, Partner Data and Customer Data may be available to governments or its agencies anywhere in the world, under a lawful order, irrespective of the safeguards we have put in place for the protection of such data.
• We have implemented procedures designed to limit the dissemination of Client Data, Partner Data, and Customer Data to only such designated staff as are reasonably necessary to carry out the stated purposes described in this Policy.
• We may employ third parties to help us improve the Services. These third parties may have limited access to databases of user information solely for the purpose of helping us to improve the Services and they will be subject to contractual restrictions prohibiting them from using the user information about our members for any other purpose.
• Disclosures & Transfers: We have put in place contractual and other organizational safeguards with our agents to ensure an adequate level of protection of Client Data, Partner Data, and Customer Data. In addition to those measures, we will not disclose or transfer Client Data, Partner Data, or Customer Data to third parties except as specified in this  Policy (see further Important Exceptions).

For more details on how we protect your data, please see our security practices.

For more details on our subprocessors, please see our subprocessors policy.

Data Subject Requests

• We have implemented measures in order to meet data and security obligations  with respect to data subject rights, including but not limited to:
  ‍
  i. Right to know
  ii. Right to accuracy
  iii. Right to be forgotten
  iv. Right to access
  v. Withdrawal of Consent

• Clients have the right to access the Partner Data and Customer Data we hold. Upon receipt of your written request, we will provide you with a copy of your Customer Data although in certain limited circumstances, we may not be able to make all relevant information available to where such disclosure would result in a breach of our confidentiality obligations to our stakeholders. In such circumstances we will provide reasons for the denial to you upon request. We will endeavour to deal with all requests for access in a timely manner.

Important Exceptions

• We may disclose Client Data, and/or Customer Data  where such disclosure is required by and in accordance with the lawful order by a court of competent jurisdiction, tribunal or other government agency.
• We may also disclose Client Data, and/or Customer Data in connection with a corporate reorganization, a merger or amalgamation with another entity, a sale of all or a substantial portion of our assets or stock, including any due diligence exercise carried out in relation to the same, provided that the information disclosed is treated as confidential and continues to be used only for the purposes permitted by this Policy by the entity acquiring such data.

Data Retention and Removal

• Our data retention policies are designed to help ensure that we can provide our Services and remain compliant with applicable laws.
• Personal data that we process for any purpose will not be kept for longer than is necessary in order to comply with such applicable laws.
• All PII retained pursuant to our data retention policies will remain subject to the terms of this Policy.
• We will keep Customer Data for as long as it remains necessary for the identified purpose or as required by law, which may extend beyond the termination of our relationship with you.
• We may retain certain data as necessary to prevent fraud or future abuse, or for legitimate business purposes, such as analysis of aggregated, Non-PII, account recovery, or if required by law.
• All retained Customer Data will remain subject to the terms of this Policy.
• If you request that certain data be removed from our databases, it may not be possible to completely delete all your data due to technological and legal constraints. However, we will ensure any such PII is rendered useless so as not to be attributable to any individual.

Amendment of this Policy

• We reserve the right to amend this Policy at any time. If we decide to amend this Policy in the future, we will notify Clients by email.
• Any non-material amendments, such as clarifications, to this Policy will become effective on the date the amendment is posted and any material amendments will become effective 30 days from the date of notification.
• Unless stated otherwise, our current Policy applies to all Data that we collect and process in the course of providing our Services. The date on which the latest update was made is indicated at the bottom of this document. We recommend that you print a copy of this Policy for your reference. Your continued use of the Services signifies your acceptance of any amendments.

International Data Transfers and Standard Contractual Clauses (SCCs)

PartnerStack may transfer your Personal Data to countries other than the one in which you live. We deploy the following safeguards if PartnerStack transfers Personal Data originating from the European Union or Switzerland to other countries not deemed adequate under applicable data protection law: Standard Contractual Clauses issued by the European Commission.

PartnerStack uses sub-processors to process and store Client Data, and Customer Data; currently, all such sub-processors are located in the United States of America.

GDPR (General Data Protection Regulation) Compliance Statement

The GDPR’s updated requirements are significant and our team has adapted PartnerStack’s product offerings, operations and contractual commitments to help Clients comply with the GDPR.

We also monitor the guidance around GDPR compliance from privacy-related regulatory bodies, and update our product features and contractual commitments accordingly. We’ll provide you with regular updates so that you’re always current.

Fulfilling our privacy and data security commitments is important to us. So we are glad to comply and help you comply with the GDPR. If you have any questions about your rights under the GDPR as a User or how PartnerStack can help you with compliance as a Client, we hope you’ll reach out to us at privacy@partnerstack.com

CCPA (California Consumer Privacy Act) & CPRA (California Privacy Rights Act) Compliance Statement

PartnerStack complies with the California Consumer Privacy Act (CCPA), the further amendments under Proposition 24, the California Privacy Rights Act (CPRA) and supports our customers’ compliance with both the CCPA and the CPRA. As a provider of enterprise collaboration tools, PartnerStack is primarily a service provider under the CCPA and CPRA. 

PartnerStack offers our customers a data processing addendum (DPA) that supplements the customer terms of service or any master subscription agreement. This DPA incorporates the obligations and requirements set out by the CCPA. Please reach out to our Privacy Team (privacy@partnerstack.com) to obtain a copy of our DPA. If you have questions specific to the DPA, please contact our team via privacy@partnerstack.com. However, please note that the terms of our DPA are non-negotiable.

As a service provider, PartnerStack also assists its customers in their compliance with the CCPA and CPRA. PartnerStack will assist with any deletion requests customers may receive by deleting member profile information upon verified request of a primary owner. PartnerStack will also pass along member requests for information related to Customer Data, as well as any requests it receives for member profile deletion, to the customer. For more information about how PartnerStack assists with rights requests, contact privacy@partnerstack.com.

Request to opt out of sale of personal information

PartnerStack does not sell personal information as defined in the CCPA and CPRA, and will not sell personal information without providing a future right to opt out of such a sale or mechanisms around a “Do not Sell or Share My Personal Information” link and a “Limit the Use of Sensitive Personal Information” link where you may exercise your right to opt out of any such sale or sharing of personal information and limit the use of your sensitive personal information without creating an account. You can choose to opt out of offers, promotions or other emails by managing your email preferences.

Contact & Data Protection Officer

If you have any questions, disputes, or compliance related questions relevant to data protection or this Policy, or if you would like to contact the Data Protection Officer please contact privacy@partnerstack.com.

EU (European Union) Representative:

eFounders SA
7 place Flagey 1050
Brussels, Belgium
legal@e-founders.com

Privacy practices

Data Transfers

PartnerStack’s platform and its related services are hosted in the United States and all information will be transferred into the United States for storage and processing. 

U.S. Surveillance Laws Impact

PartnerStack, like most US-based SaaS companies is technically subject to FISA 702 and by extension Executive Order 12333 (“EO 12333”) as it is deemed to be a remote computing service provider, however the organization does not process personal data that is likely to be of interest to US intelligence agencies.

Data Protection Addendum (DPA)

PartnerStack has established a data processing addendum in which it will go into agreement with its customers and contains the latest standard contractual clauses (SCC). To obtain a DPA, please reach out to your account manager to initiate the process.

Data Retention

PartnerStack will retain all personal identifiable information (PII) as long as necessary to accomplish the business purpose for which it was collected or to comply with our legal and contractual obligation up to a maximum of 10 years, after which we will perform secure destruction procedures. 

‍Data Subject Requests

All data subject requests including data deletion, rectification, and updates can be made to privacy@partnerstack.com. 

Data Protection Officer

The data protection officer can be contacted at privacy@partnerstack.com.

Subprocessors

To support delivery of our Services, PartnerStack Inc. (or one of its Affiliates listed below) may engage and use data processors with access to certain Customer Data (each, a "Subprocessor"). This page provides important information about the identity, location and role of each Subprocessor.

Third Parties

PartnerStack currently uses third party Subprocessors to provide infrastructure, email notifications, networking, fraud identification, security, and analytics services. Prior to engaging any third party Subprocessor, PartnerStack performs diligence to evaluate their privacy, security and confidentiality practices, and executes an agreement implementing its applicable obligations.

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Infrastructure Subprocessors

Amazon Web Services, Inc. — Cloud Service Provider, United States

Google Inc. — Cloud Service Provider, United States

Other Subprocessors‍

Ada Inc. — Support Chat, United States

Branch.io — Device attribution, United States

Cloudflare Inc. — Networking and Security, United States

Pendo.io Inc. — Product Analytics, United States

Looker Data Sciences Inc. — Analytics, United States

MaxMind Inc. — IP based Fraud and Analytics, United States

Metabase Cloud — Support Analytics, United States

PayPal Inc. — Payment Services, United States

Segment Inc. — Data Analytics, United States

SendGrid Inc. — Transactional Email Services, United States

Sift Sciences Inc. — Fraud and Analytics, United States

Stripe Inc. — Payment Services, United States

ZenDesk Inc. — Service Management, United States

Airwallex US LLC — Payment Services, United States

PartnerStack affiliates

Depending on the geographic location of a Customer or their Authorized Users, and the nature of the Services provided, PartnerStack may also engage one or more of the following affiliates as subprocessors to deliver some or all of the Services provided to a Customer:
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PartnerStack Canada Inc. — Canada

Workato Inc.  — iPaaS, United States

SAP Inc. (LITMOS)  — LMS, United States

StructuredWeb — Co-marketing platform, United States

Updates

As our business grows and evolves, the Subprocessors we engage may also change. We will endeavour to provide the owner of Customer’s account with notice of any new Subprocessors to the extent required under the Agreement, along with posting such updates here. Please check back frequently for updates.