Partner Agreement

Last updated: July 25, 2024

This PartnerStack Terms of Service ("Agreement") forms a binding contract between you or the entity you represent ("Partner", “you” or “your”) and PartnerStack Inc. (“PartnerStack”, “we”, “our”, or “us”).

Before accessing and using the PartnerStack Platform (“Platform”), please read this entire agreement carefully.

This Agreement governs your access and use of the Platform and any other products or services provided by PartnerStack through the Platform. Subject to your access or use of 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” and “Limitations of Liability.” Please read them carefully, as they limit PartnerStack’s liability.

1. Changes to this Agreement and the Platform

We may revise this Agreement terms from time to time and will post the revised Agreement with a “last updated” date on the PartnerStack website and your continued use of the Platform after any change to these terms constitutes your agreement to those new or amended 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.

In the event of a conflict, a signed exhibit, attachment, or addendum prevails over these Agreement terms to the extent of such conflict.

2. Code of Conduct and Account Registration

2.1. All users must create user accounts and accept PartnerStack's Code of Conduct to access the PartnerStack Platform. You're responsible for ensuring that your Permitted Users (if applicable) comply with the Code of Conduct.

2.2 Upon acceptance of the terms of this Agreement, and in order to access the Platform, you must create an account with a unique username and password for use by yourself and if applicable, any personnel acting and authorized to act on your behalf to access and use the PartnerStack Platform (“Permitted Users”) 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 Partner Programs; and

(ii) facilitate communications between Clients or Advertisers and Partners about Partner Programs (collectively the “Permitted Use”).

Your use of the Platform must be consistent with the Permitted Use and Code of Conduct.

You also grant to PartnerStack the right to access, collect, store, disclose, process, transmit and use your 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 improving the Platform. PartnerStack has the right (but not the obligation) to remove any material that you provide to or through the Platform in its sole discretion.

Partner Warranties

In addition to abiding by the Code of Conduct, you represent and warrant that it you will use the Platform only in accordance with applicable laws, rules and regulations, including but not limited to applicable privacy and data protection laws and refrain from (i) misrepresentation of any information or source of information uploaded or provided, (ii) impersonation of another individual or entity, (iii) engaging in fraudulent behaviour or misconduct.

You agree to collaborate with each Client or Advertiser using only those methods approved or prescribed by the said Client or Advertiser in the relevant Channel Program Agreement or similar agreement for this purpose. Notwithstanding the foregoing, your engagement with Clients and Advertisers must be in accordance with the terms of this Agreement (including the DPA (where applicable)), and the Code of Conduct and you will not use Client or Advertiser data in a manner that infringes any third party’s intellectual property rights or violates applicable law, rule or regulation; as applicable.

You additionally represent and warrant that:

(i) you have full power and authority to execute, deliver and perform your obligations under this Agreement,

(ii) in performance of this Agreement and its use of the Platform, you will comply with all applicable laws, and you have the right to transmit your data through or onto the Platform.

In no event will we be held responsible or liable for (i) defects, problems, or failures of products and/or software not provided by us or our agents; (ii) glitches, defects, problems associated with or caused by a failure of the internet; or (iii) losses, expenses (disputed or otherwise) incurred from collaboration with any third party that you partner with (including but not limited to Clients or Advertisers).

4. Partner Programs

A. Partner Programs

The Platform enables Partners to identify and participate in Partner Programs offered by Clients, the Platform may also display information about Partner Programs offered by Clients or Advertisers which may include a description of the program, payment terms, commission schedules, and other terms and conditions. Partners who wish to participate in a Partner 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 Partner Program (the “Channel Program Agreement”) or by any such title or description as may be agreed with the Client or Advertiser.

Through these Partner Programs, you may earn commissions (“Commissions”) from such Clients or Advertisers.

PartnerStack, is not a party to any Channel Program Agreement or related agreement and shall have no liability, responsibility, or obligation relating to any such agreement. You agree that your use of the Platform is on a non-exclusive and revocable basis for the above purposes.

5. Term, Suspension and Termination

5.1 General.

This Agreement shall commence on the date you accept the terms of this Agreement (“Effective Date”) and shall remain in force unless modified, superseded or terminated. Either party may terminate this Agreement at any time upon thirty (30) days’ written notice to the other party.

5.2 Effect of Termination.

When the Agreement is terminated as of the termination effective date, you must stop using the Platform, and must also return any material provided by PartnerStack (if applicable), and both parties must destroy any confidential information shared with them by the other subject however subject to applicable law.

If you violate this Agreement or the Code of Conduct, 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.

5.3 Termination of Channel Program Agreement

You must note that a Client or Advertiser reserves the right to terminate a relationship with you for any reason by serving notice of termination in writing (email as well) to you in accordance with the Client or Advertiser’s Channel Program Agreement or terms and conditions previously agreed with you.

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.

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. PartnerStack compiles and derives data from users of the Platform such as indicators and performance metrics, including usage patterns (“Usage Data”). All Usage Data is aggregated and anonymized and cannot be used to identify either Partner or any specific user. Usage Data is not Partner data and is not personal data. Usage Data cannot be re-identified and will be considered PartnerStack data. All Usage Data is anonymized and de-identified as those terms are defined in GDPR and CCPA respectively.

7. Privacy

To provide the Platform, we collect, use, store and share certain information as described in the PartnerStack Privacy Policy, which is incorporated by reference into this Agreement.

In using the Platform, each party agrees that it: (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 entered into the Platform including any information about identifiable individuals (“Personal Information").

To the extent that we collect, use or process personal information to provide the PartnerStack Platform to you, the terms of the Data Processing Addendum (“DPA”) will apply and are incorporated into this Agreement which the parties agree to comply with. In the event of a conflict between the Agreement and the DPA with respect to personal data, privacy and protection matters, the DPA shall govern and control.

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. This Agreement does not absolve you of any duty or obligations imposed under any such third-party agreements. You may request a copy of any agreement with a third-party from them.

9. Commissions and Taxes

A. Commissions

Partner Programs may provide for the payment of Commissions from Clients or Advertisers to Partners. Where this is the case, when a Client or Advertiser pays PartnerStack Commission amounts due under its Partner Program for remittance to you, PartnerStack will notify you through the Platform that the payment may be deposited via the Payment Provider (as described and defined below). To accept the Commission payment, you must use the Platform to request and authorize the deposit of the Commission into your account with the Payment Providers. You 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 applicable. “Administrative Fees” apply to Commission payments not claimed by you within two years of payment being made by the Client or Advertiser to PartnerStack, at a 8.33% monthly rate on such unclaimed or uncollected Commission payments. Administrative Fees will be charged until (i) the Partner requests deposit of the remaining Commission amount, or (ii) the Commission amount less Administrative Fees is reduced to zero.

You agree and acknowledge that: (a) PartnerStack has no obligation to pay the Commission, neither shall we be responsible for any Commission amounts until we receive payment from the responsible Client or Advertiser, (b) Commission amounts will only be deposited into the your account with the Payment Providers following a payment request made on the Platform from you; (c) PartnerStack is not responsible for any late or incorrect commission amounts; (d) with respect to Clients or Advertisers you come into contact through the Platform, all Commission payments to you in relation to their programs shall be processed through PartnerStack. You agree not to cut out PartnerStack by receiving payments outside of the Platform with such Clients or Advertisers while their program is active on the Platform. You also agree that should you cut out PartnerStack, you would pay to PartnerStack, a 15% fee on Commissions payments earned from such Clients or Advertisers, while their programs were active on the Platform, and (e) any disagreements over Commissions must be resolved directly with the Client or Advertiser without any involvement from PartnerStack to the extent that PartnerStack has fulfilled its obligations under this Agreement and remitted all previous payments remitted by the Client or Advertiser to you.

B. Taxes

Each party is responsible for paying their own taxes, including sales, use, value added, or any other national, state, or local taxes on net income, capital, gross receipts or payments, and is responsible for complying with any required tax documentation or obligations. This also applies to customs duties and other similar fees. With respect to Commission payments earned and received by the Partner, the Partner agrees that it is solely responsible for any taxes, levies, customs duties or similar governmental assessments of any nature imposed or in force in the relevant jurisdiction of tax residency or incorporation.

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

For the purposes of this Section, “Confidential Information” means information disclosed by one party to the other under or in connection with this Agreement that: (a) is designated by the disclosing party as proprietary or confidential, or (b) should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure.

Both parties agree to: (a) keep each other's Confidential Information confidential and use reasonable efforts to do so; (b) only use the other party’s confidential information as allowed by this Agreement and only share it with their personnel that needs to know such confidential information to carry out the responsibilities under this Agreement.

These confidentiality obligations do not apply to information that the receiving party can demonstrate: (a) is or becomes publicly available through no fault of the receiving party, (b) it knew or possessed prior to receipt under this Agreement without breach of confidentiality obligations, (c) it received from a third party without breach of confidentiality obligations, (d) it independently developed without using the disclosing party’s Confidential Information or (e) that the disclosing party gave its prior written consent for the disclosure of the Confidential Information. The receiving party may disclose Confidential Information if required by applicable law, subpoena or court order, provided (if permitted by applicable law) it notifies the disclosing party in advance and at the disclosing party’s cost, in any commercially reasonable effort to afford disclosing party the opportunity to seek a protective order. Either party may, in addition to other remedies legally available to it, seek equitable relief in case of a breach of confidentiality.

12. DISCLAIMERS

THE PARTNERSTACK PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND 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 PARTNERSTACK PLATFORM, INCLUDING 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 PARTNERSTACK PLATFORM TO CLIENT WILL BE UNINTERRUPTED OR ERROR-FREE.

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. PARTNERSTACK IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONDITIONS, BREACHES OR NEGLIGENCE OF ANY OTHER ENTITY (INCLUDING PARTNERS OR 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 PARTNER 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 $1000.

14. Indemnification

By PartnerStack

We will indemnify, hold harmless, and defend you, your officers, directors, affiliates, employees, agents, successors and assigns, from and against any claim in a suit filed by an unaffiliated third party for damages, losses, costs and/or expenses (including legal fees and disbursements) (“Claim”) against you and arising from (i) PartnerStack’s violation of or failure to comply with applicable privacy and data security laws, (ii) breach of the DPA (iii) gross negligence or intentional misconduct.

By Partner

You will indemnify, hold harmless and indemnify PartnerStack and all of its officers, directors, affiliates, partners, employees, agents, successors, and assigns from and against any Claims against PartnerStack and arising from (i) any breach of the Code of Conduct; any of your warranties, representations or obligations under this Agreement or any documents referenced herein; (ii) violation of or failure to comply with applicable privacy and data security laws; 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.

The obligations of the indemnifying party in this Section are conditioned upon the indemnified party: (a) notifying the indemnifying party promptly in writing of each Claim, (b) allowing the indemnifying party sole control of the defense of the Claim along with any related validity challenges, settlement negotiations and settlement of the Claim provided that the indemnifying party shall not settle such Claim or action without the indemnified Party’s prior written consent (which will not be unreasonably withheld or delayed), (c) cooperating and, at the indemnifying party’s request and reasonable expense, assisting in a timely manner in such defense, and (d) complying with the terms of this Agreement. The indemnified party shall have the right to participate in such defense with its own counsel, at its own expense.

15. Geographic Limitations of the Platform

Not all 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

This Agreement will be governed by the laws of below jurisdiction, excluding its choice of law provisions. The parties hereby agree to irrevocably attorn to the exclusive jurisdiction of the courts and venue set forth below, as applicable.

If Partner is located or incorporated: (a) in the United States and rest of the world – the laws and courts of the State of New York and venue of Buffalo, NY. (b) in Canada – the laws and courts of the Province of Ontario and venue of Toronto, ON.

17. General Provisions

17.1 Export Compliance:

The PartnerStack Platform may be subject to U.S. export control and economic sanction laws as administered by the Office of Foreign Assets and Control of the United States Department of Treasury. Each party shall comply with the export control and economic sanction laws in providing and using the Services. Partner will not access or use the Platform if Partner or any of its Permitted Users are located in any jurisdiction in which the provision of the Platform, software, or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”). Partner represents and warrants that (a) it is not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it is not a national of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individuals under its control to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) it will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Permitted Users are located.

17.2 Entire Agreement.

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.

17.3 Notices.

PartnerStack may provide you with notice as required herein via email to any address you have provided.

17.4. Severability.

If any of the provisions contained in this Agreement 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.

17.5. Assignment.

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.

17.6. Relationship of the Parties.

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.

17.7. 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.

17.8. Remedies are 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.

17.9. 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 (Your use of the Platform), Section 5.2 (Effect of Termination), Section 6 (Ownership of Platform); Section 9 (Commission and Taxes), Section 11 (Confidentiality); Section 12 (Disclaimers); Section 13 (Exclusions and Limitation of Liability); Section 14 (Indemnities); and Section 16 (Governing Law and Jurisdiction).

Definitions:

Channel Program Agreement is the separate agreement you enter into with Client or Advertisers that governs your relationship with those Client or Advertisers.

Commissions means commissions earned by Partners through a Partner Program.

DPA means PartnerStack’s Data Processing Addendum.

PartnerStack Platform or Platform means the proprietary Software-as-a-Service Platform offered by PartnerStack that allows PartnerStack clients, vendors or advertisers (each a “Client” or “Advertiser”) to build, manage, market and grow various partner programs.

PartnerStack, we, our, us refers to PartnerStack Inc.

Permitted Users means personnel acting and authorized to act on your behalf to access and use the PartnerStack Platform

Privacy Policy means the policy available here which describes our privacy practices with respect to personal information collected by PartnerStack.

User Account means one or more accounts created by Partner for their use as well as for and its Permitted Users (if applicable).