THESE TERMS OF SERVICE GOVERN THE ACCESS AND USE OF THE PARTNERSTACK ONLINE PLATFORM USED TO MANAGE AND PARTICIPATE IN A DISTRIBUTION CHANNEL PROGRAM AND ANY OTHER PRODUCTS OR SERVICES PROVIDED BY PARTNERSTACK (COLLECTIVELY, THE “PLATFORM”). BY ACCESSING OR USING THE PLATFORM, YOU, EITHER AS AN INDIVIDUAL, OR IF YOU REPRESENT AN ENTITY, THEN THAT ENTITY (“YOU”) ACCEPT AND AGREE AS FOLLOWS: (A) YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND YOURSELF OR THE ENTITY YOU REPRESENT TO THESE TERMS OF SERVICE AND THAT YOU OR THE ENTITY THAT YOU REPRESENT INTEND TO BE LEGALLY BOUND BY THESE TERMS AND (B) YOU OR THE ENTITY YOU REPRESENT UNDERSTAND AND AGREE TO COMPLY WITH THESE TERMS OF SERVICE, AS UPDATED FROM TIME TO TIME BY PARTNERSTACK, IN ITS SOLE DISCRETION. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, THEN YOU MUST NOT USE THE PLATFORM.
YOU ARE A “VENDOR” IF YOU USE THE PLATFORM TO CREATE AND MANAGE A DISTRIBUTION CHANNEL PROGRAM. YOU ARE A “PARTNER” IF YOU USE THE PLATFORM TO PARTICIPATE IN A DISTRIBUTION CHANNEL PROGRAM, WHETHER FOR ONE OR MULTIPLE VENDORS. VENDORS AND PARTNERS ARE REFERRED TO COLLECTIVELY AS “USERS”.
PartnerStack reserves the right to update these Terms of Service at any time, in its sole discretion. Any updates will be posted on the PartnerStack website. Your continued use of the Platform will indicate Your acceptance of such updates. It is Your responsibility to review these Terms of Service regularly for any changes.
PartnerStack reserves the right to update and change any information, material or content of the Platform (including, without limitation, any details, features, functionality, content and appearance of the Platform) at any time, and from time to time, without notice.
You are required to register for an account in order to use the Platform (a “User Account”). Once registered, You and each person that You designate as part of Your User Account will be issued with a username and password login credentials (each, a “User ID”). It is the responsibility of each User to keep his or her 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.
You agree that the purpose of the Platform is as follows (collectively, the “Permitted Use”): (A) for Vendors to build, manage and grow their channel program, make information about the Vendor and it’s channel program available to Partners and potential partners on the Platform, (B) for Partners to search, view, learn and participate in one or more channel programs, and (C) to facilitate communications between Vendors and Partners in regards to a Vendor’s channel program. You agree that all information supplied by You will be true, current, accurate and complete and that all communications and actions through the Platform are made with a view of furthering the purpose of the Platform.
By accessing the Platform, You agree to use the Platform in compliance with these Terms of Service, including, without limitation, complying with the Permitted Use and complying with the restrictions on use identified below in Section 4, Prohibited Use.
By accessing the Platform, You 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: (i) You load, transmit or enter into the Platform, and (ii) we collect from Vendors and other third-parties about You, in either case, solely for the purposes of providing and developing the Platform.
You will not use the Platform for purposes other than the Permitted Use. Without limiting the generality of the foregoing, You will not engage in any of the following (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 offensive, hateful, obscene, defamatory or violates any laws. You shall promptly report any known or suspected activity which is or may be a Prohibited Use.
PartnerStack reserves the right to temporarily or permanently suspend Your access to the Platform, at any time, in its sole discretion and without notice, for violation or suspected violation of these Terms of Service.
In addition, PartnerStack may terminate Your User Account with 30 days prior written notice at the current email address on file with PartnerStack or through the Platform. You may terminate Your User Account with 30 days prior written notice by email to PartnerStack or through the Platform. Upon termination of Your User Account, You will not be able to access or use the Platform and PartnerStack may delete all information within Your User Account.
PartnerStack expressly reserves all rights in the Platform. You acknowledge that 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 therein will remain with PartnerStack and its licensors.
The PartnerStack Privacy Policy contains important information about PartnerStack’s practices in collecting, storing, using and disclosing personal information. The PartnerStack Privacy Policy is available at https://partnerstack.com/policies and it is incorporated by reference into these Terms of Service.
You represent and warrant that: (i) You will at all times comply with all applicable laws (including, without limitation, all applicable privacy laws); and (ii) none of the information, material, or content that You enter into the Platform will contain information about an identifiable individual or information that is otherwise subject to applicable privacy laws, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) or equivalent provincial, state, or regional legislation or regulation (“Personal Information”), except for Personal Information in respect of which You have obtained all applicable third party consents, authorizations and permissions, and have made all applicable third party disclosures, in each case if and as required by applicable laws regarding the collection, storage, use, disclosure and transmission of such Personal Information.
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 not under PartnerStack's control, and if You choose to access any such website, You do so entirely at Your own risk.
The Platform may provide links and access to third party software and services. The use of any such third party software and services are governed by the terms of the third party provider and are binding on User. PartnerStack does not provide any warranties, and has no liability or obligations to the User, with respect to third party software and services. For a copy of the applicable terms of service between such third party and User, please submit your request to legal@partnerstack.com.
PartnerStack maintains industry standard security controls (e.g. anti-virus, firewalls, etc) to protect the Platform from causing harm, however, PartnerStack cannot and does not guarantee or warrant that the Platform is compatible with any computer system or that the Platform, or any links from the Platform, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of Your computer system.
PartnerStack does not guarantee the confidentiality of any communications made by or to You through the Platform. Although PartnerStack adheres to the accepted industry practices in securing the transmission of data to, from and through the Platform, You agree and acknowledge that 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.
Vendors will provide information about their channel program on the Platform, which generally includes a description of the channel program, payment terms, the commission schedule, and other terms and conditions. Partners who wish to participate in a channel program will communicate directly with a Vendor through the Platform and will be asked to enter into an agreement documenting the terms and the conditions of that Vendor’s channel program (the “Channel Program Agreement”). You agree and acknowledge that: (i) PartnerStack is not a party to the Channel Program Agreement; (ii) PartnerStack is simply facilitating the channel program communications between Vendor and Partner; (iii) PartnerStack is in no way responsible for the actions or omissions of any Vendor and any Partner; (iv) the terms and conditions of each channel program and Channel Program Agreement are determined by the relevant Vendor; and (v) PartnerStack makes no representations or warranties of any kind with respect to any Vendor, any channel program, any Channel Program Agreement and any Partner.
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 by Vendors for subscription fees and rewards will be processed through Payment Providers. Payments to Partners for commissions will be processed through Payment Providers. You agree to enter into and comply with the terms and conditions of the Payment Providers that apply to Your payments, including the fees charged by the Payment Providers for their services (the “Transaction Costs”).
Partners are responsible for keeping their Payment Provider accounts current within the Platform. PartnerStack has no responsibility for incorrect or delayed payments made to Partners if using the current information within the Platform.
PartnerStack will invoice Vendor through the Platform for (a) on a monthly basis, the total rewards earned by its Partners during the preceding month plus the PartnerStack commission (collectively, the “Total Rewards Amount”) and (b) on an annual or other basis (as negotiated between PartnerStack and Vendor), the applicable subscription fee for access and use of the Platform (the “Subscription Amount”) and any other fees agreed between the parties. Vendor must notify PartnerStack of any discrepancy or dispute involving the calculation of the Total Rewards Amount within five (5) days of invoice and Vendor must pay the Total Rewards Amount within ten (10) days of invoice. Vendor must pay the Subscription Amount upon receipt of invoice. Receipt of the Total Rewards Amount will be deemed as the Vendor’s acceptance of the accuracy and completeness of the Total Rewards Amount identified on the invoice. Once the Total Rewards Amount is received by PartnerStack, it is promptly distributed to the appropriate Partners and therefore, no return or refund of the Total Rewards Amount is possible. Any delay in payment by Vendor of the Total Rewards Amount will delay the distribution of such amount to the appropriate Partners.
Vendor agrees and acknowledges that: (a) PartnerStack may automatically withdraw the Total Rewards Amount, subscription and other fees, as applicable, from the Vendor’s account with the Payment Provider within ten (10) days of invoice and (b) if PartnerStack is unable to make these withdrawals after thirty (30) days notice provided through the Platform, PartnerStack may charge Vendor for any and all out of pocket collection costs and interest on overdue amounts at the rate of 19% annually, or the maximum legal rate, whichever is less. In addition, PartnerStack may suspend Vendor’s access and use of the Platform. If Vendor is not on an automated payment plan with a Payment Provider, then Vendor shall pay all invoiced Total Rewards Amount within ten (10) days of invoice and all invoiced Subscription Amounts within thirty (30) days of invoice.
Once PartnerStack receives payment of the Total Rewards Amount from Vendor, PartnerStack will notify Partner through the Platform that the commission payment is ready for deposit via the Payment Providers. In order to accept the commission payment, Partner must send a request through the Platform to authorize the deposit of the commission into the Partner’s account with the Payment Providers. Partner agrees and acknowledges that commission amounts will be net of (a) Transaction Costs charged by the Payment Providers and (b) Administrative Fees, if any. “Administrative Fees” are deducted from commission payments that are not accepted by Partner by the second anniversary and are equal to the greater of (i) $50 USD or (ii) twenty-five percent (25%) of the commission in question, until the commission amount is equal to zero. Administrative Fees will be charged on an annual basis until Partner has requested deposit of the remaining commission amount or the commission amount is reduced to zero.
Partner agrees and acknowledges that (a) PartnerStack has no obligation to pay out commission amounts until it receives payment from the corresponding Vendor and has received a payment request from the Partner; (b) PartnerStack is not responsible for any late or incorrect commission amounts; and (c) any disagreements over the amount of the commission fee must be communicated by Partner directly to the Vendor.
GENERAL DISCLAIMER. USE OF THE PLATFORM IS AT USER’S 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 OF THE PLATFORM, OR THAT THE PLATFORM IS OR WILL BE ERROR--FREE OR WILL OPERATE WITHOUT INTERRUPTION.
DISCLAIMER OF VENDOR. VENDORS ARE INDEPENDENT PERSONS AND NOT PARTNERS, AGENTS OR EMPLOYEES OF PARTNERSTACK. PARTNERSTACK IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONDITIONS, BREACHES OR NEGLIGENCE OF ANY VENDOR OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER RELATED TO ANY CHANNEL PROGRAM, ANY CHANNEL PROGRAM AGREEMENT AND ANY VENDOR.
DISCLAIMER OF PARTNER. PARTNERS ARE INDEPENDENT PERSONS AND NOT PARTNERS, AGENTS OR EMPLOYEES OF PARTNERSTACK. PARTNERSTACK IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONDITIONS, BREACHES OR NEGLIGENCE OF ANY PARTNER OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER RELATED TO ANY CHANNEL PROGRAM, ANY CHANNEL PROGRAM AGREEMENT AND ANY PARTNER.
EXCLUSIONS. 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 TO YOU, WHETHER AS A VENDOR OR A PARTNER, 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.
LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OF SERVICE OR ANY OTHER AGREEMENT BETWEEN YOU AND PARTNERSTACK, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF PARTNERSTACK OR ITS OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUCCESSORS AND ASSIGNS IN CONNECTION WITH OR UNDER THESE TERMS OF SERVICE, ANY CHANNEL PROGRAM, ANY CHANNEL PROGRAM AGREEMENT, OR YOUR USE, OR INABILITY TO MAKE USE OF, THE PLATFORM, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO ANY CHANNEL PROGRAM AND ANY CHANNEL PROGRAM AGREEMENT EXCEED (A) IF YOU ARE A VENDOR, ALL SUBSCRIPTION FEES PAID BY YOU TO PARTNERSTACK IN THE PRECEDING SIX (6) MONTHS AND (B) IF YOU ARE A PARTNER, $100CDN. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF SERVICE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.
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 by third parties relating to:
Not all of the Vendors and services listed on the Platform are available in all jurisdictions. Furthermore, 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.
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.
Except as restricted by applicable law, You consent to the exclusive jurisdiction and venue of the courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the Platform.
Vendors are also party to a Software as a Service Agreement with PartnerStack (the “SaaS Agreement”). These Terms of Service are incorporated by reference into the SaaS Agreement. Where Vendor has negotiated and executed a SaaS Agreement, any terms or conditions in these Terms of Service which are inconsistent with the SaaS Agreement shall not apply. For instance, any negotiated limitations of liability or governing law provisions in the SaaS Agreement shall apply to and supercede the limitations of liability and governing law provisions, respectively, in these Terms of Service.
These Terms of Service constitute 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; provided, however, if You are a Vendor, You are also subject to the SaaS Agreement. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions contained herein.
IMPORTANT! READ THIS BEFORE USING THE PARTNERSTACK PLATFORM. THIS SOFTWARE AS A SERVICE AGREEMENT GOVERNS YOUR USE OF THE PARTNERSTACK PLATFORM, UNLESS YOU OR THE ORGANIZATION YOU REPRESENT HAS PREVIOUSLY ENTERED INTO A NEGOTIATED AND EXECUTED AGREEMENT WITH PARTNERSTACK.
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”):
BACKGROUND
NOW THEREFORE, Client and PartnerStack (each a “Party” and together the “Parties”) agree as follows:
In this Agreement, the following terms will have the following meanings:
“Agreement” means this agreement, exhibits, and any statements of work hereto, as each may be amended from time to time in accordance with the terms of this Agreement;
“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 any and all Client Users, or furnished by Partners in the course of participating in Client Partner Programs.
“Client Customers” means any and all customers of Client’s products and services.
“Client Users” means employees, contractors, consultants, suppliers, agents, auditors, legal counsel, and other representatives of Client that Client and PartnerStack allow to use the Service on behalf of Client in accordance with this Agreement.
“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;
“PartnerStack User” or “Partner” means third party users of the PartnerStack Platform that identify themselves as “partners”, “resellers”, “influencers” “community members’, “affiliates”, or are seeking to participate, or currently participating in Client Partner Program opportunities available on the PartnerStack Platform and that create User accounts on PartnerStack;
“Rewards” means any monetary or non-monetary rewards, bounties, commissions, or anything of the like earned by Partners in Client Partner Programs that are payable by Client;
“Services” means the “Software as a Service” services as further described in Schedule “A” or referenced herein.
2.1 Scope of Services.
PartnerStack will provide the Services to Client solely for the Permitted Use (as defined in section 2.3) in accordance with the terms and conditions of this Agreement.
2.2 Client Integration Requirement.
Client acknowledges and agrees that in order to use the PartnerStack Platform successfully, it may need to complete and maintain the necessary technical integration with the PartnerStack Platform in accordance with 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).
2.3 Permitted Use.
The PartnerStack Platform is provided solely for Client to do the following (the “Permitted Use”): (i) to build, manage, and grow its Client Partner Programs on the PartnerStack Platform; (ii) make available information about Client Partner Programs on the PartnerStack Platform, including, if applicable, details about Client’s products or services and commissions; and (iii) communicate with Partners with the objective of entering into a Client Partner Program agreement.
2.5 Scope of Client Partner Programs.
Client may only create and manage Client Partner Programs for Client’s products and services that are listed in Schedule “A”.
2.6 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 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; or
(c) transfer, sell, lease, license, sublicense, distribute, disclose or make available or permit use of or access to any of the Services to any other person.
2.7 Client Data.
Client retains all ownership and Intellectual Property Rights in and to Client Data. 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 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 are not 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.
2.8 Client Customer Data.
Client Data includes data collected by Client including through Client’s website or CRM or from Partners participating in Client Partner Programs and using PartnerStack’s Platforms and associated tools (such as referral links, lead forms). For clarity, such data from Client Customers is considered Client Data, and Client retains all ownership and Intellectual Property Rights to such data pursuant to Section 2.7.
2.9 PartnerStack Users.
All Partners participating in Client Partner Programs will be required to create user accounts in the PartnerStack Platform. In connection with the user account opening process, PartnerStack Users will be required to accept PartnerStack’s applicable terms of service and privacy policy and as a result will become third party users of PartnerStack. PartnerStack Users may participate in partner program opportunities available on the PartnerStack Platform other than Client Partner Programs.
2.10 Updates.
PartnerStack may, from time to time and in its discretion, update and modify the Platform during the Term.
2.11 Terms of Service.
In addition to the terms and conditions set out in this Agreement, Client’s use of the PartnerStack Platform will be governed by the Terms of Service located at https://www.partnerstack.com/policies. The Parties acknowledge and agree that where there is a conflict between this Agreement and the PartnerStack’s Terms of Service, the terms and conditions defined in this Agreement shall govern and prevail.
3.1 Support.
Client will have access to PartnerStack’s technical support services as described in Schedule “A”.
3.2 Service Levels.
PartnerStack will make commercially reasonable efforts to provide the Platform on a 24 x 7 x 365 basis with an objective of achieving 99.50% availability for each calendar month, excluding downtime or suspension of the Platform in accordance with the terms of this Agreement (the “Availability Service Level”). If PartnerStack fails to meet its Availability Service Level in any calendar month during the Term, Client will be entitled to credits as follows:
Availability Service Level --- Credit*
99.50% or greater --- No Credit
99.00% to 99.49% --- 5% Credit
98.00% to 09.99% --- 10% Credit
Less than 97.99% --- 15% Credit
*Credit will be applied to the following month’s invoiced Fees as a % of the Annual Fee divided by 12
4.1 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 not less than 60 days prior to the end of the then current Term.
4.2 Insolvency.
Either Party may terminate this Agreement, upon written notice to the other Party, 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, if the other Party performs any other act of bankruptcy or if the other Party becomes insolvent and cannot pay its debts when they are due.
4.3 Material Breach.
In addition to any other rights and remedies available to it, 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, provided that such breach is not cured within thirty (30) days of written notification by the non-breaching Party of such breach.
4.4 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. PartnerStack will maintain all Client Data for a period of not less than thirty (30) days following receipt of written notice. In the event of a termination of this Agreement, (i) the rights granted by one Party to the other will immediately cease; (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.
5.1 Change Requests.
Client may, at any time and from time to time, request additions, deletions, amendments or any other changes to the Services (a “Change Request”). PartnerStack shall respond within ten (10) days of receipt of the Change Request indicating whether, in its discretion, it is able to comply with the request, and any costs or other changes to this Agreement required to comply with such request.
6.1 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. Upon request by Partners, PartnerStack will remit Rewards collected from Client to Partners on Client’s behalf. For clarity, PartnerStack is not responsible for paying Partners for Rewards until it has received payment from Client and has received a remittance request from Partners. Client acknowledges and agrees that PartnerStack may require Partners to pay PartnerStack administrative fees to collect any Rewards which have not been collected within two years after Partner was first notified by PartnerStack that the Reward has been paid by Client and is available for remittance. All payments to Partners in connection with Client Partner Programs must be processed through PartnerStack. As such, Partners will not need to return to Client for further payment and Client is not responsible for making any payments directly to Partners.
6.2 Fees.
Client will pay to PartnerStack the fees (“Fees”) described in Schedule “A”. Failure by Client to pay the undisputed Fees pursuant to Section 6.3 shall constitute a material breach of this Agreement. Unless otherwise noted in Schedule “A”, all Fees are identified in US dollars and are payable in advance. All payment obligations are non-cancelable and all amounts paid are non-refundable. The annual subscription fees in any subsequent Renewal Terms will be subject to a 5% increase.
6.3 Invoices.
PartnerStack will invoice Client for Rewards on a monthly basis and the Fees on an annual basis. Each invoice will appropriately identify whether the amounts invoiced are Rewards or Fees. Unless otherwise expressly stipulated in an invoice or in Schedule “A”, Client will pay: (i) all undisputed invoiced Fees upon receipt of invoice and (ii) all undisputed invoiced partner Rewards and PartnerStack monthly fee on rewards earned by partners within 10 calendar days of the invoice date. Any discrepancies regarding the Rewards must be reported to PartnerStack within 5 calendar days of invoice.
6.4 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.
7.1 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.
7.2 Breach.
The failure of any of the above representations, warranties and covenants to be accurate at any time during the Term shall constitute a material breach of this Agreement.
7.3 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.
8.1 Definitions.
For the purposes of this Agreement, a Party receiving Confidential Information (as defined in Section 8.2) will be the “Recipient”, the Party disclosing such information 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 past, present or future customers, suppliers, technology or business, and where Discloser is Client includes Client Data; 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.
8.2 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 8.2: (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.
8.3 Remedies.
Receiving Party agrees that Disclosing Party may be irreparably injured by a breach of this Agreement 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 court to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any action instituted in any court having subject matter jurisdiction, in addition to any other remedy to which Disclosing Party may be entitled at law or in equity in the event of any breach of the 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.
9.1 Ownership.
PartnerStack or its licensors retain all ownership and intellectual property rights in and to: (i) the Services and the 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).
9.2 Reservation of Rights.
All rights not expressly granted by PartnerStack to Client under this Agreement are reserved.
10.1 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 all 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 2.6 (Restrictions on Use); or (iii) unauthorized use Services by Client or any Client User.
10.2 By PartnerStack.
(a) PartnerStack shall defend or settle any Claim brought against Client arising out of or relating to any Claim that Client’s use of the Services infringes a third party’s Intellectual Property Rights (an “IP Claim”). PartnerStack will fully indemnify and hold harmless Client from and against 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 10.2 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 its 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 6 and in either case, PartnerStack has provided written or email notice to Client of the breach or overdue payment, as the case may be; or (iii) fails to notify PartnerStack of the Claim in a prompt manner and as a result of the delay, PartnerStack’s position has been prejudiced.
(c) In the event that the Services, or any part thereof, 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. The obligations of PartnerStack set forth in this Section 10.2 shall constitute the sole and exclusive remedy of Client with respect to any IP Claim.
10.3 Cooperation.
In connection with any Claim or action described in this Section 10, 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.
10.4 Limitation of Liability.
(a) Notwithstanding anything else in this Agreement, 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 10.4(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 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 10.4(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 2.3 (Permitted Use), Section 2.6 (Restrictions on Use), or Section 8.3 (Remedies).
11.1 Collection Disputes.
Any Fee or Reward collection disputes arising out of the failure to pay by Client will be commenced in and determined by a court of competent jurisdiction in the Province of Ontario or, at PartnerStack’s discretion, in the jurisdiction of incorporation of the Client. Each of the parties to this Agreement: (a) irrevocably and unconditionally consents and submits to the jurisdiction of such courts in any such action; (b) consents to service of process in accordance with the rules governing proceedings in any such court; and (c) irrevocably waives and covenants not to assert any objection to the laying of venue in any such court in any such action.
11.2 Arbitration.
(a) Subject to Section 11.1, the Parties agree to use the process in this Section to resolve any dispute arising out of or relating to this Agreement. However, nothing will restrict or prohibit either party from delivering a notice of arbitration at any time in order to protect its rights in relation to a Dispute.
(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. In the event such representatives are not able 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 11.2(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 language of the arbitration will be English and the arbitral tribunal will be comprised of one arbitrator. If the Parties do not agree on the identity of 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.
12.1 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.
12.2 Assignment.
Neither Party will assign this Agreement to any third party without the other Party’s prior written consent, except in the case where a Party is subject to a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, then the Party may assign this Agreement in its entirety, with written notice only to the other Party. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
12.3 Relationship of Parties.
In all matters relating to this Agreement, PartnerStack and Client are independent contractors of each other and nothing will be construed to create any association, partnership, joint venture, or relationship of agency or employment between PartnerStack and the Client.
12.4 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.
12.5 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.
12.6 Force Majeure.
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.
12.7 Survival.
The following sections shall survive the expiration or termination of this Agreement, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Section 4.4 (Effect of Termination); Section 6 (Rewards; Fees and Taxes); Section 7.3 (Disclaimer); Section 8 (Confidentiality); Section 9 (PartnerStack’s Intellectual Property Rights); Section 10 (Indemnity and Limitation of Liability); Section 11 (Dispute Resolution); and Section 12.8 (Governing Law). For greater certainty, 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.
12.8 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.
12.9 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 facsimile transmission or shall be delivered by hand to the following addresses:
Client
Address: As set out on the order form
Attention: as set out on the order form
PartnerStack, Inc.
Address:
1049 El Monte Avenue
Suite C #512
Mountain View, CA 94040
United States of America
Attention: Margaret Jones
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, or five (5) days following the day of facsimile transmission.
12.10 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.
12.11 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.
12.12 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.
12.13 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.
12.14 Amendment.
This Agreement may only be amended by written agreement duly executed by authorized representatives of the Parties.
12.15 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.
12.16 Entire Agreement.
This Agreement and the Schedule 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
The Services: Client will receive access to the PartnerStack Platform
Included in Services for Client:
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: as set out in the order form and due ten (10) business days from the Effective Date.
(a) a monthly fee in the amount of (as set out in the Order Form or SaaS Agreement) 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 or SaaS Agreement) of the Rewards earned by 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.
Client and PartnerStack shall each identify a Program Manager as the primary point of contact during the Term. The Program Managers shall coordinate all activity and communication during the implementation and delivery of the Service. The Program Managers and their contact information (both email and telephone) will be set out in the order form.
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).
By using our Services, entities consent to the use of Partner Data and Customer Data as described in this Policy.
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.
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 Vendor Data, Customer Data and Partner Data; currently, all such sub-processors are located in the United States of America.
The GDPR’s updated requirements are significant and our team has adapted PartnerStack’s product offerings, operations and contractual commitments to help Vendors 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 Vendor, we hope you’ll reach out to us at privacy@partnerstack.com
PartnerStack complies with the California Consumer Privacy Act (CCPA) and supports our customers’ compliance with the CCPA. As a provider of enterprise collaboration tools, PartnerStack is primarily a service provider under the CCPA.
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. 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.
PartnerStack does not sell personal information as defined in the CCPA, and will not sell personal information without providing a future right to opt out of such a sale. You can choose to opt out of offers, promotions or other emails by managing your email preferences.
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
PartnerStack Inc. (“We” or “Our”) is in the process of certifying EU-U.S. and Swiss-U.S. Privacy Shield with respect to the personal data we receive and process on behalf of our customers through our channel program management platform (the “Services”). Once approved, PartnerStack certifies that it adheres to the Privacy Shield Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement for personal data submitted by our customers in participating European countries through the Services, and our Privacy Shield certification will be available here. We may also process personal data our customers submit relating to individuals in the EU via other compliance mechanisms, including data processing agreements based on the EU Standard Contractual Clauses.
We provide the Services so that our customers can operate their channel program to work with partners. In providing these Services, we process data our customers submit to the Services or instruct us to process on their behalves in connection with the Services (“Customer Data”).
We process Customer Data submitted by customers for the purpose of providing the Services to customers. To fulfill these purposes, we may access data to provide the Services, to prevent or address service or technical problems, to respond to customer support matters, to follow the instructions of our customer who submitted the data, or in response to contractual requirements with our customers.
We use a limited number of third party providers to assist us in providing the Services to our customers. As of the date hereof, these third party providers perform technical operations such as database monitoring, data storage and hosting services and customer support software tools. These third parties may access, process or store personal data in the course of providing these services, but based on our instructions only. If we receive personal data subject to our certification under the Privacy Shield and then transfer it to a third-party service provider acting as an agent on our behalf, we have certain liability under the Privacy Shield if both (i) the agent processes the personal data in a manner inconsistent with the Privacy Shield and (ii) we are responsible for the event giving rise to the damage.
If you are a resident of a European country participating in the Privacy Shield and you believe we maintain your personal data within the scope of this Privacy Shield certification, you may direct any questions or complaints concerning our Privacy Shield compliance to security (@) PartnerStack.com or at our mailing address:
PartnerStack Canada inc.
129 Spadina Ave Unit 502
Toronto, Ontario, M5V 2L3
Canada
We will work with you to resolve your issue.
If you are a resident of a European country participating in the Privacy Shield and you have not received timely response to your concern, or we have not addressed your concern to your satisfaction, you may seek further assistance, at no cost to you, from your regional EU Data Protection Authority (DPA) who we have committed to cooperate with as a recourse mechanism.
If you are a Swiss Citizen please contact Swiss Federal Data Protection and Information Commissioner (FDPIC) who is our SWISS-U.S resource mechanism.
For any Privacy Shield disputes that cannot be resolved by the methods above, you may be able to invoke a binding arbitration process under certain conditions. To find out more about the Privacy Shield’s binding arbitration scheme, please see: https://www.privacyshield.gov/article?id=ANNEX-I-introduction.
The Federal Trade Commission has investigation and enforcement authority over PartnerStack compliance with the Privacy Shield Framework.
You may also be able to invoke binding arbitration for unresolved complaints but prior to initiating such arbitration, a resident of a European country participating in the Privacy Shield must first: (1) contact us and afford us the opportunity to resolve the issue; (2) seek assistance from your regional EU Data Protection Authority and (3) contact the U.S. Department of Commerce (either directly or through a European Data Protection Authority) and afford the Department of Commerce time to attempt to resolve the issue. If such a resident invokes binding arbitration, each party shall be responsible for its own attorney’s fees. Please be advised that, pursuant to the Privacy Shield, the arbitrator(s) may only impose individual-specific, non-monetary, equitable relief necessary to remedy any violation of the Privacy Shield Principles with respect to the resident.
Our Privacy Shield compliance is subject to the investigatory and enforcement powers of the U.S. Federal Trade Commission (FTC).
Some international users (including those whose personal data is within the scope of this Privacy Shield certification) have certain legal rights to access certain personal data we hold about them and to obtain its correction, amendment or deletion. Those users may exercise some of those rights through the options described in our Privacy Policy. But please be advised that because our personnel have a limited ability to identify and access an individual user’s personal data that our a customer has submitted to the Services, if you wish to request access, to limit use, or to limit disclosure, we may first refer your request to the customer who submitted your personal data, and we will support them as needed in responding to your request.
We may disclose personal data when we have a good faith belief that such action is necessary to: conform to legal requirements or to respond to lawful requests by public authorities, including to meet national security or law enforcement requirements; or to enforce our contractual obligations.
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.
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.
Infrastructure Subprocessors
Amazon Web Services, Inc. — Cloud Service Provider, United States
Google Inc. — Cloud Service Provider, United States
Other Subprocessors
Stripe Inc. — Payment Services, United States
PayPal Inc. — Payment Services, United States
Cloudflare Inc. — Networking and Security, United States
Fullstory Inc. — Support Analytics, United States
Looker Data Sciences Inc. — Analytics, United States
ZenDesk Inc. — Service Management, United States
Branch.io — Device attribution, United States
MaxMind Inc. — IP based Fraud and Analytics, United States
SendGrid Inc. — Transactional Email Services, United States
Sift Sciences Inc. — Fraud and Analytics, United States
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:
PartnerStack Canada Inc., Canada
Workato Inc., iPaaS, United States
SAP Inc. (LITMOS), LMS, United States
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.
We take the security of your data very seriously at PartnerStack. As transparency is one of the principles on which our company is built, we aim to be as clear and open as we can about the way we handle security.
If you have additional questions regarding security, we are happy to answer them. Please write to security@PartnerStack.com and we will respond as quickly as we can.
We place strict controls over our employees’ access to the data you and your users make available via the PartnerStack services, as more specifically defined in your agreement with PartnerStack covering the use of the PartnerStack services ("Customer Data"), and are committed to ensuring that Customer Data is not seen by anyone who should not have access to it. The operation of the PartnerStack services requires that some employees have access to the systems which store and process Customer Data. For example, in order to diagnose a problem you are having with the PartnerStack services, we may need to access your Customer Data. These employees are prohibited from using these permissions to view Customer Data unless it is necessary to do so. We have technical controls and audit policies in place to ensure that any access to Customer Data is logged. All of our employees and contract personnel are bound to our policies regarding Customer Data and we treat these issues as matters of the highest importance within our company.
PartnerStack conducts reference screenings on all employees before employment, and employees receive privacy and security training during onboarding as well as on an ongoing basis. All employees are required to read and sign our comprehensive information security policy covering the security, availability, and confidentiality of the PartnerStack services.
The following security-related audits and certifications are applicable to the PartnerStack services:
The environment that hosts the PartnerStack services maintains multiple certifications for its data centers, including ISO 27001 compliance, PCI Certification, and SOC reports. For more information about their certification and compliance, please visit the AWS Security website and the AWS Compliance website.
The PartnerStack services support the latest recommended secure cipher suites and protocols to encrypt all traffic in transit. Customer Data is encrypted at rest.
We monitor the changing cryptographic landscape closely and work promptly to upgrade the service to respond to new cryptographic weaknesses as they are discovered and implement best practices as they evolve. For encryption in transit, we do this while also balancing the need for compatibility for older clients.
We understand that you rely on the PartnerStack services to work. We're committed to making PartnerStack a highly-available service that you can count on. Our infrastructure runs on systems that are fault tolerant, for failures of individual servers or even entire data centers. Our operations team tests disaster-recovery measures regularly and staffs an around-the-clock on-call team to quickly resolve unexpected incidents.
Customer Data is stored redundantly at multiple locations in our hosting provider’s data centers to ensure availability. We have well-tested backup and restoration procedures, which allow recovery from a major disaster. Customer Data and our source code are automatically backed up nightly. The Operations team is alerted in case of a failure with this system.
In addition to sophisticated system monitoring and logging, we have implemented IP whitelisted authentication for all server access across our production environment. Firewalls are configured according to industry best practices and unnecessary ports are blocked by configuration with AWS Security Groups.
We perform automated vulnerability scans on our production hosts and remediate any findings that present a risk to our environment. We enforce screens lockouts and the usage of full disk encryption for company laptops.
PartnerStack maintains an extensive, centralized logging environment in its production environment which contains information pertaining to security, monitoring, availability, access, and other metrics about the PartnerStack services. These logs are analyzed for security events via automated monitoring software, overseen by the security team.
In the event of a security breach, PartnerStack will promptly notify you of any unauthorized access to your Customer Data. PartnerStack has incident management policies and procedures in place to handle such an event.
We conduct annual penetration test of our platform completed by an independent third-party to help ensure our systems are secure from vulnerabilities. We perform periodic self-assessments of our people, processes, and technology and security and privacy impact assessments as needed. This is combined with the the use of continuous hybrid automated scanning of our web platform aligned with industry best practices.
New features, functionality, and design changes go through a security review process facilitated by the security team.
In addition, our code is audited with automated static analysis software, tested, and manually peer-reviewed prior to being deployed to production.
The security team works closely with development teams to resolve any additional security concerns that may arise during development.
If you find a vulnerability in the PartnerStack product, please reach out to security@partnerstack.com
If you believe you have found a security vulnerability on PartnerStack, please let us know right away. We will investigate all reports and do our best to quickly fix valid issues.
Please submit your write up and how to recreate the bug to security@partnerstack.com and security team will respond as soon as possible.
Please note that PartnerStack does not currently have a formal bug bounty program in effect.
PartnerStack may intermittently email you about your account security.
These communications are part of routine security and does not indicate any problem with your account.
The only time PartnerStack will send you a communication about your password is when:
1) you request a password change
2) you receive an email that matches the sender, text, and timestamp of in the email log below
Please only respond to, or take action on, PartnerStack emails that match the From email and content in the User Security Communications Log.
If you discover an email that you do not believe to be from PartnerStack or asks you for your account credentials, please forward it to security@partnerstack.com
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