Partner Terms of Service
Terms of Service
Last 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 maybe) (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” or “Advertiser”) to create and manage Distribution Channel Programs as set forth in a separate agreement and terms between PartnerStack and the Client or Advertiser. The Platform also allows Client/Advertiser Partners (“Partners”) to identify and participate in Distribution Channel Programs offered by Clients or Advertisers.
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 to: (i) allow Partners to search, view, learn and participate in Distribution Channel Programs; and (ii) facilitate communications between Clients or Advertisers 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 maybe 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. Channel Programs, Commissions and Termination by Client/Advertisers
A. Channel Programs
The Platform may display information about channel programs offered by Clients or Advertisers which may include a description of the channel program, payment terms, commission schedules, and other terms and conditions. Partners who wish to participate in a channel program will communicate directly with the Client or Advertiser 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 or Advertisers to Partners. When a Client or Advertiser 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 and defined below). To accept the commission payment, Partners must use the Platform to request and authorize the deposit of the commission into the Partner’s account with the Payment Providers. Partners agree and acknowledge that all such commission amounts will be net of (a) Transaction Costs (as defined below) charged by the Payment Providers and (b) Administrative Fees charged by PartnerStack, if any. “Administrative Fees” apply to commission payments not claimed Partners within two years of payment being made by the Client or Advertiser. Administrative Fees will be charged until the Partner requests deposit of the remaining commission amount or the commission amount less Administrative Fees is reduced to zero.
The Administrative Fees shall be 8.33% charged monthly on such unclaimed or uncollected commission payments.
Partners agree and acknowledge that: (a) PartnerStack has no obligation to pay commission amounts until it receives both payment from the responsible Client or Advertiser and a payment request from the Partner; (b) PartnerStack is not responsible for any late or incorrect commission amounts; and (c) any disagreements over commissions must be resolved directly with the Client or Advertiser without any involvement from PartnerStack.
C. Termination by Client or Advertiser
Partners must note that a Client or Advertiser reserves the right to terminate a relationship with a Partner for any reason by serving notice of termination in writing (email is acceptable) to the Partner in accordance with the Client or Advertiser’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 or Advertiser and Partner and therefore shall not be liable for any outstanding payments or other obligation which remain unfulfilled by a Client or Advertiser.
10. Payment Processing; Transaction Costs
The Platform enables certain payments to be completed between Clients or Advertisers and Partners under Channel Program Agreements. Payment processing services for the Platform are provided by third party payment processors (for example, Payments Canada Ltd., PayPal Holdings, Inc. and Stripe, Inc.)(collectively, the “Payment Providers”). All payments to Partners will be 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.
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, FREEOF VIRUSES OR THAT ANY ERRORS IN THE PLATFORM WILL BE CORRECTED.
PARTNERSTACK MAKES THE PLATFORM AVAILABLE TO VARIOUS ENTITIES INCLUDING PARTNERS, CLIENTS AND ADVERTISERS. ALL SUCH ENTITIES ARE INDEPENDENT FROM PARTNERSTACK AND, DESPITE ANY CONTRARY REFERENCE HEREIN, ARE NOT PARTNERS, AGENTS OR EMPLOYEES OF PARTNERSTACK. PARTNERSTACK IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONDITIONS, BREACHES OR NEGLIGENCE OF ANY OTHER ENTITY (INCLUDING PARTNERS, CLIENTS OR ADVERTISERS) 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 supersedes 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).
