User Agreement

User Agreement (Last revised February 1, 2017) 1. Agreement. Unless PartnerTap, Inc. (hereinafter “PartnerTap”) has entered into a separate written agreement with your employer on your behalf that supersedes this user agreement, you agree that your clicking “agree” on the PartnerTap mobile app, registration, account creation, access or use of PartnerTap online services (including partnertap.com, mobile app, beta version(s), premium services, enterprise services, and any additional services), including the information and content therein, whether free, test, beta, trial, or provided on a paid subscription or some other paid basis (collectively, the “Service”), constitutes your acceptance of this user agreement with PartnerTap (the “Agreement”). When entering into this Agreement, which you can access at https://partnertap.com/useragreement, you also agree to the Privacy Policy, which you can access at https://partnertap.com/privacypolicy. PartnerTap reserves the right to change the terms of this Agreement and the Privacy Policy from time to time. PartnerTap will indicate at the top of this Agreement the date that the terms of this Agreement were last updated, and your continued use of the Service following such posted update shall constitute your acceptance of the updated Agreement. If you do not agree to this Agreement or the Privacy Policy, do NOT click “agree”, register, create an account, access or use the Service. 2. Use of the Service. Subject to your compliance with the terms of this Agreement, PartnerTap grants to you a limited right to access and use the Service for your personal, noncommercial use only. You agree to use the Service in a responsible and professional manner. 3. License to PartnerTap. You represent, warrant, and agree that you own or have sufficient rights to all content and information that you submit or post to the Service, including information submitted to the Service from any third party that you connect or link to PartnerTap, and that doing so does not violate any intellectual property, personal, or proprietary rights or breach a contract of any third party or otherwise violate the rights of any third party (including your employer), or contain any Objectional Content as described below. You grant to PartnerTap a non-exclusive, irrevocable, perpetual, worldwide, transferable, and sublicensable right to (i) use, disclose, copy, modify, distribute, publish, reformat, translate, syndicate, excerpt, process, and prepare derivative works from or incorporate into other works, your information and content that you submit, post, or provide through the Service, directly or indirectly from a third-party app, site or service, without any further consent, notice, and/or compensation to you or others, for any purpose, commercial, advertising, or otherwise, in connection with the Service, and (ii) create aggregated or redacted forms of you information and content that do not identify you (“Aggregated Content”) for PartnerTap’s business purposes. You agree that PartnerTap has no obligation to store, maintain, save, warehouse, or provide a copy of any content or information to you or others, whether during or after termination of this Agreement, except to the extent required by applicable law in accordance with the Privacy Policy. 4. Sharing; User Conduct. PartnerTap allows sharing of your information and content, as authorized by you, such as your sales opportunities and account information and content, with other users of the Service that you designate (“Partners”). Your Partners may access your content and information and share it with third parties to which you hereby consent. You will have access to your Partner and other PartnerTap user information and content which you agree to use responsibly and professionally, and in accordance with the terms of this Agreement. You agree not to use the Service to upload, post, transmit, share, store or otherwise make available any (i) content or information that is inaccurate, incomplete, misleading, offensive, harmful, threatening, unlawful, tortious, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, libelous, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable, or (ii) unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, collectively (“Objectionable Content”). Through your use of the Service, you may encounter Objectionable Content provided by your Partners or other PartnerTap users, and you are responsible to report any Objectionable Content to PartnerTap. PartnerTap does not generally review content or information submitted by its users and you agree that PartnerTap is not responsible for such user or third party content or information, or for any damages that may result from your use or reliance on such content or information. Your use or reliance on any such Partner or other user or third party content or information is entirely at your own risk and for which you are entirely responsible. PartnerTap reserves the right to not publish certain information or content on the Service and can remove it in PartnerTap’s sole discretion or if required by law, with or without notice. Upon termination of your use of the Service, PartnerTap will not, and has no obligation to, restrict any post-termination use of any information and content that you shared with your Partners or submitted to the Service prior to termination. 5. Third Party Services. Your use of any third-party app, site, or service that links to and/or from the Service will be at your own risk and subject to such third party legal terms and privacy policies. PartnerTap does not endorse and is not responsible for these third-party apps, sites, or services, or compliance with their terms and policies. By linking the Service to another service, site, or app, you expressly agree to the disclosure of your account information, content and materials to support such linking. 6. Payment. If you purchase any PartnerTap paid subscription Service or paid on some other basis (“Paid Subscription Service”), you shall pay PartnerTap any and all applicable fees and taxes. Failure to pay may result in termination of your use and access to the Paid Subscription Service. You authorize PartnerTap to store and continue billing your payment method (e.g. credit card) on a monthly basis including through the last month of the date of termination of your use and access to the Paid Subscription Service. Upon termination, you will no longer have access or use of the Paid Subscription Service even if the effective date of termination is prior to the last day of the month for which payment was made. PartnerTap does not provide any refunds or credits of any fees or charges under this Agreement. You are responsible to maintain current unexpired credit card information with PartnerTap to avoid termination or interruption to the Paid Subscription Service. You agree to reimburse PartnerTap for any collection costs and interest for any overdue amounts. You are solely responsible for any fees or charges incurred to access the Service through an Internet access provider or other third party, including without limitation charges incurred to receive SMS messages or other mobile access, and PartnerTap is not liable or responsible in any way for any such or similar third party charges. You are solely responsible for keeping the Service updated with your current phone number, and PartnerTap shall not be liable for information sent to a device that is associated with your outdated or incorrectly entered mobile phone number. 7. Feedback. You agree that any suggestions, comments, ideas, reviews, feedback, or similar information that you provide to PartnerTap (“Feedback”) can be used and shared by PartnerTap, without your consent, at PartnerTap’s discretion, for any purpose without compensation or any obligation to you. Any and all right, title, and interest to such Feedback shall become the exclusive property of PartnerTap. 8. Compliance with Laws. You agree to comply with all applicable laws, rules, and regulations in connection with your access and use of the Service, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, and tax laws. 9. Restrictions. The content, organization, graphics, text, images, video, design, compilation, advertising and all other material on the Service, including without limitation, the “look and feel” of the mobile app and website, are protected under intellectual property laws and are the property of PartnerTap. To use the Service, you agree (1) that you are at least 18 years old, (2) to provide and maintain accurate information and content, use your real name, and not impersonate another user or provide false identity information to gain access to or use the Service, or use an image that is not your likeness for your profile, (3) that you are solely responsible for your use or anything that happens through your account unless there has been evidence of misuse or unauthorized access, (4) that you will not share, sublicense, transfer, sell, or assign your PartnerTap account or any part thereof to anyone else, and (5) to not (i) send or store Objectionable Content; (ii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere, disrupt, overwhelm, place an unreasonable load on, or attack the Service, its associated software, hardware, or servers, or the data contained therein; (iv) override any security feature of the Service, or attempt to gain unauthorized access to the Service or its related systems or networks, including through an interface not provided or authorized by PartnerTap such as by use of scripts or bots, or by using administrator password or by pretending to be an administrator or another user while using the Service; or (v) reproduce, duplicate, copy, sell/resell, trade, rent, lease, loan, modify, reverse engineer, decompile, disassemble, decipher, transmit, distribute, create derivative works of, or exploit the Service, including PartnerTap code and software or any related technology, or otherwise attempt to derive the source code for the Service. Your failure to abide by the terms of this Agreement or applicable law shall be considered a material breach of this Agreement and may result in suspension, termination, or restriction of your use and access to the Service, without notice, in addition to PartnerTap’s other remedies. 10. Service Availability. PartnerTap has the right to (i) change, suspend or end the Service, including adding or removing features or functionality, (ii) change and modify prices prospectively, and (iii) terminate, suspend or limit your use of the Service or any portion thereof, including the number of your Partner connections and your ability to contact other users, all for any or no reason, at any time without notice. 11. Security. If you have reason to believe that your PartnerTap account is no longer secure (e.g. loss, theft or unauthorized access of your login information, computer or mobile device used to access the Service), you must promptly change the affected login information and notify PartnerTap immediately of any unauthorized use of any password or account or any other known or suspected breach of security. 12. No Warranty. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE USING THE SERVICE, INCLUDING ALL CONTENT AND INFORMATION, AT YOUR OWN RISK AND THAT THE SERVICE, INCLUDING ALL CONTENT AND INFORMATION, IS PROVIDED “AS IS”. PARTNERTAP DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, TITLE, NONINFRINGEMENT OR ANY OTHER REPRESENTATION, CONDITION, OR GUARANTEE. PARTNERTAP DOES NOT WARRANT, REPRESENT, OR GUARANTEE THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS, OMISSIONS, OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED ON THE SERVICE. WITHOUT LIMITATION, PARTNERTAP DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY OPPORTUNITY OR ACCOUNT INFORMATION OR OTHER INFORMATION OR CONTENT CREATED OR PROVIDED THROUGH THE SERVICE. USERS ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF ALL INFORMATION PROVIDED TO THE SERVICE AND PARTNERTAP SHALL UNDERTAKE NO RESPONSIBILITY FOR DAMAGES CAUSED BY THE INCLUSION OF ERRONEOUS, INCOMPLETE OR OUTDATED INFORMATION. SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU. 13. Exclusion of Liability. PARTNERTAP SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICE INCLUDING BUT NOT LIMITED TO YOUR USE OF OR RELIANCE ON THE SERVICE OR ANY OF THE INFORMATION OR CONTENT AVAILABLE ON THE SERVICE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF PARTNERTAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY AGREE TO RELEASE PARTNERTAP AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICE. SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THESE LIMITS MAY NOT APPLY TO YOU. 14. Indemnification. You agree to indemnify, defend, and hold harmless PartnerTap and its directors, officers, employees, agents, and representatives from any and all claims, liabilities, costs, losses, attorneys fees, and expenses arising from or related to (i) your information and content submitted directly or indirectly into the Service, (ii) your unauthorized use of information or content obtained through the Service, or (iii) your breach of this Agreement. 15. Termination. You and PartnerTap may terminate this Agreement at any time with notice to the other. Upon the effective date of termination, you will lose the right to access and use the Service. The following shall survive termination: (i) Sections 7, 12, 13, 16, and 17 of this Agreement, (ii) use by PartnerTap and other users of your information and content that you shared through the Service, and (iii) any amounts owed by you prior to termination remain owed after termination. 16. Dispute Resolution. PartnerTap’s goal is to resolve any dispute directly with you by having you first contact PartnerTap to seek a resolution. You agree that the laws of the State of Washington, excluding its conflict of law rules, shall exclusively govern any dispute, claim or controversy relating to this Agreement and/or the Service. You agree that any claim or dispute can only be litigated in the federal or state courts located in King County, Washington, and you agree to submit to the personal jurisdiction of those courts. 17. General Terms. If any provision of this Agreement is held to be invalid or unenforceable, you and PartnerTap agree that the court can modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, such provision shall be struck and the remaining provisions shall be enforced. If PartnerTap does not act to enforce a breach of this Agreement, that does not mean that PartnerTap has waived its right to enforce this Agreement or to act with respect to subsequent or similar breaches. This Agreement is the only and entire agreement between you and PartnerTap regarding your use of the Service and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. You may not assign or transfer this Agreement. However, you agree that PartnerTap may assign this Agreement in its sole discretion. 18. Notices. PartnerTap may provide notices to you via email to your designated email address, mail, SMS messaging, or the Service. Please send notices to PartnerTap online at support@partnertap.com, or legal notices by mail to PartnerTap, Inc., 29036 220th Place SE, Black Diamond, WA 98010. 19. Copyright Complaints. PartnerTap respects the intellectual property rights of others, and requires that information posted by its users be accurate and not in violation of the intellectual property rights or other rights of third parties. If you believe that any material on the Service infringes upon any copyright which you own or control, in accordance with the Digital Millennium Copyright Act, you may send a written notification of such infringement to PartnerTap at: PartnerTap, Inc., 29036 220th Place SE, Black Diamond, WA 98010, and email at support@partnertap.com.