Effective Date: November 15, 2023

These Service Partner Terms of Service (the “Terms”) constitute a legally binding agreement made between you and Outwork, Inc. dba PartnerPage ("PartnerPage," “we," or “us"), concerning your access to and use of the PartnerPage Directory Service. Your access to and use of the PartnerPage Directory Service, including your ability to offer Support Services to End Users therethrough, is offered subject to your acceptance of all terms and conditions set forth herein. For the avoidance of doubt, in the event that you access or use the PartnerPage Directory Service both as a Service Partner and as an End User, these Terms shall govern only your access and use in the capacity as a Service Partner. Any access to or use by you of the PartnerPage Directory Service in your capacity as an End User shall be governed by the PartnerPage End User Terms of Service.

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING “I ACCEPT” OR BY ACCESSING OR USING THE PARTNERPAGE DIRECTORY SERVICE IN ANY MANNER, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, THE PARTNERPAGE PRIVACY POLICY; (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND (C) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON SUCH COMPANY’S OR OTHER ORGANIZATION’S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE, OR OFFER SUPPORT SERVICES THROUGH, THE PARTNERPAGE DIRECTORY SERVICE IN ANY MANNER.

THESE TERMS MAY REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH THE TERMS OF SECTION 20 (DISPUTE RESOLUTION) BELOW.

PARTNERPAGE MAY REFUSE ACCESS TO OR USE OF THE PARTNERPAGE DIRECTORY SERVICE FOR YOUR NONCOMPLIANCE WITH ANY PART OF THESE TERMS. THESE TERMS ARE VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE PARTNERPAGE DIRECTORY SERVICE OR TO OFFER ANY SUPPORT SERVICES THROUGH THE PARTNERPAGE DIRECTORY SERVICE ARE REVOKED IN SUCH JURISDICTIONS.

• DEFINITIONS. Any capitalized terms used herein but not otherwise defined will have the meanings set forth below.

  “End User” means a customer of Vendor or other visitor to the Vendor Site.

  “PartnerPage Directory Service” means PartnerPage’s web-based partner directory solution that allows companies to maintain an organized and updated list of their service, technology, and other partners, and which facilitates the matching of such partners with End Users in need of integration, technical support, or other services with respect to such company’s product or service offerings.

  “Service Partner” or “you” means the service provider, consultant, or other person or entity that is accepting these Terms and that has partnered with a Vendor for purposes of making Support Services available to End Users.

  “Support Services” means those technical, support, and/or other services offered to End Users by Service Partner with respect to and in support of the Vendor Offering.

  “Vendor” means the vendor of a software-as-a-service or similar offering (i) that has entered into an agreement with PartnerPage to receive access to and use of the PartnerPage Directory Service, and (ii) with whom you have partnered for purposes of enabling you to provide to End Users certain Support Services.

  “Vendor Offering” means the software-as-a-service or similar offering made available to End Users by a Vendor.

  “Vendor Site” means the Vendor’s website, application, and/or other platform with respect to which the PartnerPage Directory Service is made available for use by Vendor and, as applicable, Service Partner and End Users.

• ACCESS TO THE PARTNERPAGE DIRECTORY SERVICE. Subject to and conditioned upon your compliance with these Terms, PartnerPage hereby grants to you a personal, revocable, limited, non-transferable, non-exclusive right to access and use the PartnerPage Directory Service, as made available to you through the Vendor Site and for such period as the applicable Vendor holds an active and valid subscription to the PartnerPage Directory Service, for the sole and exclusive purpose of allowing you to offer Support Services to End Users. PartnerPage may suspend or terminate your access to the PartnerPage Directory Service or any component thereof at any time and for any reason, including, without limitation, (i) if PartnerPage determines you have violated these Terms, (ii) if the applicable Vendor limits, stops, or fails to approve your use of the PartnerPage Directory Service through the Vendor Site, or (iii) if the applicable Vendor ceases to maintain a current and valid subscription to the PartnerPage Directory Service. We may modify, discontinue, or replace the PartnerPage Directory Service or any portion thereof from time to time in our sole discretion and without prior notice to you. 
• CHANGES TO THE TERMS. PartnerPage reserves the right to modify or change these Terms, in whole or in part, at any time and in its sole discretion. Without limiting the generality of the foregoing, PartnerPage reserves the right to begin to charge fees for access to or use of the PartnerPage Directory Service, even where the PartnerPage Directory Service was previously made available free of charge, whether with respect to the PartnerPage Directory Service, generally, or with respect to certain users or premium features or functionality thereof. Any modifications or changes to these Terms will be effective immediately upon posting to the PartnerPage Directory Service (as viewable through the Vendor Site), unless otherwise specified in the updated Terms. Your continued access to and use of the PartnerPage Directory Service, including your offering of any Support Services to End Users through the PartnerPage Directory Service, confirms your acceptance of these Terms and any changes or modifications made to these Terms. You should review these Terms and the Privacy Policy frequently and ensure you understand all terms, conditions, and policies applicable to your access to and use of the PartnerPage Directory Service and your offering of services to End Users therethrough.
• USER ACCOUNTS. In order to access and use the PartnerPage Directory Service through the Vendor Site, you are required to establish a PartnerPage profile and user account (a “User Account”). You must provide true, accurate, current, and complete information as prompted by the applicable registration form, and you are responsible for keeping such information up to date. PartnerPage reserves the right to review all information provided during the registration process and with respect to your User Account, and may suspend or terminate any User Account if PartnerPage determines, in its sole discretion, that you have breached these Terms or otherwise do not qualify for participation in the PartnerPage Directory Service. You are responsible and liable for all activities conducted through your User Account, regardless of who conducts those activities. You are responsible for maintaining the confidentiality of any user IDs, passwords and other credentials associated with your User Account, and shall immediately notify PartnerPage of any actual or suspected unauthorized access to or use of your User Account or any associated user IDs, passwords, or other credentials. You will cooperate fully with PartnerPage and take all actions that PartnerPage reasonably deems necessary to maintain or enhance the security of the PartnerPage Directory Service or PartnerPage’s computing systems and networks. PartnerPage is not and shall not be deemed liable for any loss or damage to you arising from your failure to comply with this Section 4.
• SUPPORT SERVICES.

  • Engaging with End Users. The PartnerPage Directory Service provides a platform through which a Vendor may permit its Service Partners to offer Support Services to its End Users in support of the Vendor Offering. Any offering, negotiation, or transaction in which a Service Partner may engage through the PartnerPage Directory Service is strictly between such Service Partner and the applicable End User; PartnerPage is not a party to any such offer, negotiation, or transaction. PartnerPage (i) is not involved with, nor provides a warranty for, the Support Services or any transaction between you or any End User, and (ii) is not a provider of the Vendor Offering or any Support Services. You agree and understand that you engage in any transaction hereunder at your sole risk, and PartnerPage shall have no liability or responsibility to you or any other person with respect to the same. YOU AGREE AND ACKNOWLEDGE THAT PARTNERPAGE WILL NOT BE RESPONSIBLE FOR ANY LIABILITY OR HARM THAT MAY RESULT FROM ANY TRANSACTION FACILITATED BY THE PARTNERPAGE DIRECTORY SERVICE. You agree to, and hereby do, release PartnerPage and its successors from any claims, demands, losses, damages, rights, and actions of any kind, including personal injuries, death and property damage, that either directly or indirectly arise from negotiations or transactions in which you engage and which have been facilitated by the PartnerPage Directory Service.  If you are a California resident, please refer to Section 21(b) hereof with respect to your waiver of California Civil Code Section 1542.

  • Guidelines for Support Services. Service Partner agrees and acknowledges that Service Partner, and not PartnerPage, is solely and exclusively responsible for all Support Services offered, made available, or performed by Service Partner, and for the accuracy, quality, integrity, legality, reliability, and appropriateness of the same. Without limiting the generality of the foregoing, by accessing your User Account or by accessing or offering Support Services available through the PartnerPage Directory Service in any manner, you represent and warrant to PartnerPage as follows: (i) you have all rights, licenses, and permits necessary to offer and perform the Support Services; (ii) your offering and performance of the Support Services does not and will not violate any applicable law, rule or regulation; and (iii) your offering and performance of the Support Services does not and will not infringe, misappropriate, or otherwise violate the intellectual property rights or rights of privacy or publicity of any third party. You acknowledge and agree that PartnerPage does not, nor is it obligated to, monitor or police the activities of Service Partner or any Support Services offered by Service Partner through the PartnerPage Directory Service. Notwithstanding the foregoing, however, PartnerPage may, at its option and in its sole discretion, suspend or terminate your access to the PartnerPage Directory Service at any time if PartnerPage determines, in its discretion, that you (or any Support Services offered by you) have violated these Terms in any manner.

• DISPUTES BETWEEN USERS.

  • Transaction Disputes. PartnerPage is not a party to any transaction between you and any other user of the PartnerPage Directory Service (including, without limitation, any Vendor or End User), even where such transaction is facilitated by the PartnerPage Directory Service. You agree and acknowledge that PartnerPage has no obligation to, and will not, resolve disputes arising with respect to transactions between you and other users (including, without limitation, any transaction for Support Services between you and any End User). PartnerPage requires all PartnerPage Directory Service users to attempt in good faith to resolve any disputes with other PartnerPage Directory Service users in a reasonable and expeditious manner. If you are unable to do so, please consult an independent dispute resolution service.

  • Release of PartnerPage. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS OF THE PARTNERPAGE DIRECTORY SERVICE (INCLUDING, WITHOUT LIMITATION, ANY DISPUTE WITH VENDOR OR ANY END USER), YOU HEREBY AGREE TO RELEASE AND FOREVER DISCHARGE PARTNERPAGE AND ITS AFFILIATES, EACH OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE AND/OR YOUR USE OF THE PARTNERPAGE DIRECTORY SERVICE.  If you are a California resident, please refer to Section 21(b) hereof with respect to your waiver of California Civil Code Section 1542.

• SUPPORT SERVICE FEES.

  • Support Service Fees. In the event that you enter into any transaction with an End User for the provision of Support Services, you agree to process any and all payments with respect to such transaction (“Support Fees”) through the invoicing feature of the PartnerPage Directory Service. PartnerPage shall collect and process, through a Payment Processor (as defined below), all Support Fees so submitted by End Users with respect to such transaction and shall promptly remit to you such collected Support Fees, less the PartnerPage Fee (as defined below), any fees imposed by the Payment Processor with respect to the transaction, ​​​​and any taxes or other charges required to be withheld by PartnerPage under applicable law (the “Service Partner Revenues”). PartnerPage shall remit all Service Partner Revenues to you by means of Stripe or such other third-party payment processing service as PartnerPage may elect to use from time to time (each, a “Payment Processor”), and you agree to provide to PartnerPage all necessary account information or other payment instructions necessary to facilitate PartnerPage’s remittance of the Service Partner Revenues to you through the Payment Processor. You agree and acknowledge that PartnerPage shall not be liable to you or to any third party for any delay in the remittance of Service Partner Revenues where such delay is caused by your failure to maintain all necessary accounts with the applicable Payment Processor or to provide to PartnerPage all account and other information as may be necessary to facilitate the same. Upon PartnerPage’s remittance of any Service Partner Revenues to your designated account with the applicable Payment Processor, PartnerPage’s payment obligations to you with respect to such applicable Service Partner Revenues shall be deemed fully satisfied. For the avoidance of doubt, PartnerPage’s obligations with respect to compensation owed by any End User with respect to any Support Services shall be limited to the collection and processing of Support Fees submitted by End Users through the PartnerPage Directory Service and the remittance of resulting Service Partner Revenues to you. PartnerPage shall not be responsible for, and shall have no liability to you or any third party for, the failure of any End User to submit all Support Fee payments when due, or any other violation or breach of any agreement between you and an End User.

  • PartnerPage Fee. In consideration of PartnerPage’s making the PartnerPage Directory Service available to you and facilitating your offering of Support Services to End Users, PartnerPage shall be entitled to retain from any Support Fees collected from End Users a processing and administrative fee in the amount equal to 12.5% of the total Support Fees collected from such End Users.

  • Collection Agent. You recognize and acknowledge that, in collecting any Support Fees through the PartnerPage Directory Service, PartnerPage is acting as your limited payment collection agent, solely for the purpose of accepting Support Fees from End Users. PartnerPage is not, and does not become (by virtue of the collection of Support Fees on your behalf) party to the transaction between you and the applicable End User.

• NON-CIRCUMVENTION. You agree not to circumvent, or attempt to circumvent, the PartnerPage Fee or any other service fees charged by PartnerPage in connection with these Terms. Without limiting the foregoing, you agree that you shall not, directly or indirectly, seek to collect payments for Support Services from End Users through a means other than the PartnerPage Directory Service. Additionally, you agree that you shall not, directly or indirectly, at any time that you hold a User Account and for a period of one (1) year following termination of these Terms, solicit, facilitate or encourage any transaction that would have the effect of preventing PartnerPage from receiving the full benefit of its provision of the PartnerPage Directory Service.
• SERVICE PARTNER CONTENT.

  • Service Partner Content. Where approved by the Vendor, you may be permitted to upload, input, publish, distribute, transmit, display, or post content and materials for display on the Vendor Site through the PartnerPage Directory Service. As between you and PartnerPage, you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all information, data, materials, trademarks, tradenames, images, logos, text, writings, video, audio, graphics, comments, suggestions, personal information and other content that you upload, input, publish, distribute, transmit, display, or post to, by means of or in connection with the PartnerPage Directory Service (“Service Partner Content”). Without limiting the generality of the foregoing, you shall not upload, input, publish, distribute, transmit, display, or post any Service Partner Content or other information, materials or content that (i) infringes the intellectual property rights, rights of privacy or publicity, or other proprietary rights of any third party, (ii) is inaccurate, incomplete, or incorrect, (iii) violates any applicable law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising), (iv) is, or is likely to be considered, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, threatening or harassing, vulgar, sexually explicit, pornographic, obscene, invasive of another's privacy, or harmful to minors, (v) contains any information that you consider confidential, proprietary, or personal, or (vi) contains any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code. Additionally, when you submit Service Partner Content through or in connection with the PartnerPage Directory Service, you agree and represent that you own that Service Partner Content, or you have received all necessary permissions, authorizations, licenses, and consents necessary to upload, input, publish, distribute, transmit, display, or post the Service Partner Content to the Vendor Site in connection with the PartnerPage Directory Service, including, without limitation, all necessary consents from any individuals that might be shown (audially or visually) or quoted in such Service Partner Content.

  • License to Service Partner Content. You hereby grant to PartnerPage an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and license to host, use, copy, reproduce, disclose, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute your Service Partner Content for purposes of making the PartnerPage Directory Service available to you, the Vendor and End Users, and to permit you to offer your Support Services to End Users through the PartnerPage Directory Service. You represent and warrant to PartnerPage that you have all rights necessary to grant the rights and licenses granted to PartnerPage under these Terms.

  • Other Users. The PartnerPage Directory Service contains or may otherwise display or make available to you information, materials, images, and other content provided by other PartnerPage users (“Participant Content”), including, without limitation, Support Service requests submitted by End Users. PartnerPage is not responsible for and does not control Participant Content, including, without limitation, the accuracy, completeness, or appropriateness of the same. You acknowledge and agree that your use of Participant Content and your interaction with other users through the PartnerPage Directory Service is at your own risk. Without limiting the generality of the foregoing, you acknowledge and agree that, if you elect to communicate with other PartnerPage Directory Service users, participate in any transaction with End Users, or otherwise interact with other PartnerPage Directory Service users, you do so at your sole discretion and at your sole risk, and PartnerPage shall have no responsibility or liability to you with respect to the same.

  • PartnerPage Obligations. You acknowledge and agree that PartnerPage does not, nor is it obligated to, monitor or police any communications or data, information, materials, or content (including Service Partner Content or Participant Content) posted to or transmitted in connection with the PartnerPage Directory Service, and PartnerPage will not be responsible for such data, information, materials, or content (including Service Partner Content and Participant Content). Notwithstanding the foregoing, however, PartnerPage may, at its option and in its sole discretion, monitor and review or remove or delete from the PartnerPage Directory Service any data, information, materials, or content (including any Service Partner Content or Participant Content) that PartnerPage determines, in its discretion, violates these Terms.

• PROHIBITED ACTIVITIES. You agree to access and use the PartnerPage Directory Service solely for your use in accordance with all applicable law. You shall not, and shall not attempt to: (i) copy, reproduce, frame, mirror, modify, decompile, disassemble, create derivative works based on, or reverse engineer the PartnerPage Directory Service or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) copy, modify, create derivative works of, retransmit, sell, license, reuse, repost, broadcast, or otherwise distribute any content made available to you through the PartnerPage Directory Service, including without limitation, Participant Content; (iii) provide any third parties with access to any of the PartnerPage Directory Service, or use any of the PartnerPage Directory Service for time sharing or similar purposes for the benefit of any third party; (iv) sell, resell, rent or lease the PartnerPage Directory Service; (v) remove any copyright or proprietary notices contained in the PartnerPage Directory Service, including in any Participant Content; (vi) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the PartnerPage Directory Service; (vii) scrape or access the PartnerPage Directory Service via any bot, web crawler or non-human user; (viii) access or use (or permit a third party to access or use) the PartnerPage Directory Service for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the PartnerPage Directory Service or for any other benchmarking or competitive purposes; (ix) misrepresent your identity; (x) stalk or harass any other user of the PartnerPage Directory Service; (xi) attempt to gain unauthorized access to the PartnerPage Directory Service or any related systems, software or networks; (xii) access the PartnerPage Directory Service in order to build a competitive product or service, or copy any features, functions or graphics of the PartnerPage Directory Service; (xiii) use the PartnerPage Directory Service to transmit viruses or malicious code; (xiv) deceive or defraud any individual or entity, including any other user of the PartnerPage Directory Service and including, without limitation, with respect to any Support Services; or (xv) make any use of, or take any other action with respect to, the PartnerPage Directory Service or any component thereof in a manner that violates applicable law or any provision of these Terms.
• PRIVACY

  • Our Use of Personal Information. You acknowledge and agree that information collected by PartnerPage is subject to our Privacy Policy. By accessing or using the PartnerPage Directory Service in any manner (and whether directly or through the Vendor Site), you consent to all actions we take with respect to your information in compliance with our Privacy Policy.

  • Your Use of Personal Information. Through your use of the PartnerPage Directory Service, including, without limitation, through your offering of Support Services to End Users, you may be provided or receive access to the personal information of other users of the PartnerPage Directory Service (“User Information”). You agree that you shall only access or use User Information exclusively for the purpose for which it was provided or made available to you. You may not disclose, sell, rent, or distribute any User Information to a third party for any purpose not directly related to and necessary for your use of the PartnerPage Directory Service. Additionally, you may not use User Information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

• INTELLECTUAL PROPERTY

  • PartnerPage Intellectual Property. As between you and PartnerPage, the PartnerPage Directory Service and all software and other technologies embodied in or used to provide the same, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of PartnerPage. No rights are granted to you other than as expressly set forth herein.

  • Service Partner Content. As between you and PartnerPage, but subject to Section 9(b) hereof, you own all right, title and interest in and to your Service Partner Content.

  • Feedback. To the extent you provide PartnerPage with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the PartnerPage Directory Service (collectively, “Feedback”), you hereby assign and agree to assign to PartnerPage all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that PartnerPage will be free to use such Feedback in any manner, including by implementing such Feedback in the PartnerPage Directory Service and/or PartnerPage’s other technologies, products and services, without compensation or other obligation to you.

  • Data Use. Without limiting any of PartnerPage’s other rights hereunder, PartnerPage shall have the right to collect, examine, extract, model, manipulate, aggregate, collate, analyze, create analysis using, reproduce and otherwise use, on a de-identified basis, any information, including, without limitation, usage information, that PartnerPage learns, acquires or obtains in connection with these Terms, within the scope of its regular business operations, including, without limitation, (i) developing, operating, and ensuring the integrity of data sets, algorithms or other analytical tools, (ii) testing, implementing, benchmarking, integrating, developing, optimizing or improving PartnerPage software and other products and services, and (iii) marketing, distributing, or otherwise making PartnerPage products and services available to its customers

• THIRD PARTY APPLICATIONS. The PartnerPage Directory Service may contain links to or otherwise utilize or allow you to access third party applications and services (“Third Party Services”) that are not owned or controlled by PartnerPage. When you access third party websites or Third Party Services, you do so at your own risk.  PartnerPage encourages you to be aware when you leave the PartnerPage Directory Service and to read the terms and conditions and privacy policy of each third-party website or Third Party Service (“Third Party Terms”) that you visit or from which you access any product or service. PartnerPage has no control over, and assumes no responsibility for, the content, accuracy, Third Party Terms, or practices of any third-party website or Third Party Service. In addition, PartnerPage will not and cannot monitor, verify, censor, or edit the content of any third-party website or Third Party Service. When you visit or use a third party’s website or Third Party Service, you acknowledge that such website or Third Party Service is subject to the applicable Third Party Terms, and you release us from any liability arising from your use of such websites or Third Party Service. You acknowledge that we are not responsible for such third parties or their products or services. Any such activities, and any Third Party Terms associated with such activities, are solely between you and the applicable third party.

• DISCLAIMER OF WARRANTIES. THE PARTNERPAGE DIRECTORY SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND PARTNERPAGE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TITLE, AND NON-INFRINGEMENT. NEITHER PARTNERPAGE NOR ANY PERSON ASSOCIATED WITH PARTNERPAGE MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PARTNERPAGE DIRECTORY SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER PARTNERPAGE NOR ANYONE ASSOCIATED WITH PARTNERPAGE REPRESENTS OR WARRANTS THAT THE PARTNERPAGE DIRECTORY SERVICE, OR ANY RESULTS GENERATED THEREFROM, WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PARTNERPAGE DIRECTORY SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PARTNERPAGE DIRECTORY SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. PARTNERPAGE MAKES NO REPRESENTATIONS OR WARRANTIES THAT ANY INFORMATION OR CONTENT DISPLAYED, POSTED TO, OR OTHERWISE MADE AVAILABLE THROUGH THE PARTNERPAGE DIRECTORY SERVICE (INCLUDING, WITHOUT LIMITATION, ANY PARTICIPANT CONTENT) WILL BE TRUE, COMPLETE, ACCURATE, OR RELIABLE, AND YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF, RELIANCE ON, AND/OR EVALUATION OF SUCH CONTENT. PARTNERPAGE FURTHER MAKES NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR, ANY SUPPORT SERVICES OFFERED OR MADE AVAILABLE THROUGH THE PARTNERPAGE DIRECTORY SERVICE, THE ACTIONS OF OTHER USERS OF THE PARTNERPAGE DIRECTORY SERVICE, OR ANY THIRD PARTY SERVICE. AS BETWEEN YOU AND PARTNERPAGE, YOU ASSUME ALL RISK IN CONNECTION WITH YOUR USE OF, INTERPRETATION OF, AND RELIANCE ON THE PARTNERPAGE DIRECTORY SERVICE AND ALL CONTENT AND PRODUCTS AVAILABLE THERETHROUGH.

  YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR YOUR USE OF THE PARTNERPAGE DIRECTORY SERVICE AND FOR ASSESSING THE APPROPRIATENESS OF ENTERING INTO ANY NEGOTIATIONS OR TRANSACTIONS WITH ANY END USER, AND YOU ACCEPT ALL RISKS WITH RESPECT TO THE SAME. PARTNERPAGE MAKES NO REPRESENTATIONS OR WARRANTIES THAT ANY MARKET EXISTS FOR YOUR SUPPORT SERVICES OR THAT YOU WILL GENERATE ANY LEVEL OF REVENUE BY USING THE PARTNERPAGE DIRECTORY SERVICE.

• INDEMNITY. You agree to indemnify, defend, and hold PartnerPage and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your violation of these Terms, including, but not limited to, any access to or use of the PartnerPage Directory Service in any manner not expressly authorized hereunder; (b) any Support Services that you offer to End Users through the PartnerPage Directory Service, including, without limitation, any failure of such Support Services to comply with all applicable legal and regulatory requirements or any requirements of these Terms; (c) any claim that your Service Parter Content infringes, misappropriates, or otherwise violates the intellectual property rights or rights of privacy of any third party; (d) any transaction entered into between you and any third party (including any End User); and (e) any act or omission of any person or entity that accesses the PartnerPage Directory Service through your User Account. We reserve the right, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action.

• LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PARTNERPAGE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE VENDOR SITE OR THE PARTNERPAGE DIRECTORY SERVICE, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, DAMAGE TO OR LOSS OF PROPERTY, OR PERSONAL INJURY OR DEATH, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF, NOTWITHSTANDING THE PROVISIONS OF THIS SECTION, PARTNERPAGE IS FOUND LIABLE FOR ANY LOSS OR DAMAGE UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THESE TERMS, IN NO EVENT WILL PARTNERPAGE’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE TOTAL AMOUNT OF THE PARTNERPAGE FEE, IF ANY, COLLECTED BY PARTNERPAGE WITH RESPECT TO YOUR SUPPORT SERVICES IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. If you are not satisfied with the PartnerPage Directory Service, your sole and exclusive remedy is to cease all access to and use of the PartnerPage Directory Service.

  Some jurisdictions do not allow the limitation of liability for incidental or consequential damages or other damages or liability, so the foregoing limitations may not apply to you. To the extent that in a particular circumstance any limitation on damages or liability set forth in this Section is prohibited by applicable law, then, instead of the provisions hereof in such particular circumstance, PartnerPage shall be entitled to the maximum limitations on damages and liability available at law and equity in that particular circumstance.

  You and PartnerPage understand and agree that the disclaimers, exclusions, and limitations in this Section 16 and in Section 14 are essential elements of these Terms and that they represent a reasonable allocation of risk. In particular, you understand that PartnerPage would be unable to make the PartnerPage Directory Service available to you except on these terms and agree that these Terms will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

• DIGITAL MILLENNIUM COPYRIGHT ACT PartnerPage is committed to respecting and protecting the legal rights of copyright owners in accordance with the Digital Millennium Copyright Act (Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.)).  If you believe any content infringes your intellectual property rights, please submit a notice to us describing such infringement (a “DMCA Takedown Notice”) with the following information:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
  • Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably sufficient to permit the service provider to locate the material;
  • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, email address;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that, under penalty of perjury, the information in the notification is accurate and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

  Any DMCA Takedown Notice should be sent to: [email protected].  You acknowledge that for PartnerPage to be authorized to takedown any content, your DMCA Takedown Notice must comply with all of the requirements of this Section.

• SERVICE SUPPORT. If you encounter technical problems when using the PartnerPage Directory Service, please email us at [email protected].
• OPERATION FROM THE UNITED STATES. The PartnerPage Directory Service is hosted by servers located in the United States. Using the PartnerPage Directory Service may be prohibited or restricted in certain other countries.  If you use the PartnerPage Directory Service from outside of the United States, you are responsible for complying with the laws and regulations of the applicable territory. Without limiting the foregoing, if you attempt to use the PartnerPage Directory Service from a physical location in the European Union, United Kingdom, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the PartnerPage Directory Service, which is governed by U.S. law and these Terms (including the Privacy Policy): (i) you are transferring your personal information to the United States; (ii) you hereby consent to such transfer and to the application of the laws of the United States and the State of California with respect to any dispute arising from or related to the Privacy Policy and your use of the PartnerPage Directory Service, and to the exclusive jurisdiction of the courts of the United States and the State of California.

• DISPUTE RESOLUTION.

  Please read this Section carefully.  It impacts the rights that you may otherwise have.  It provides for resolution of most disputes through individual arbitration instead of trial courts and class actions.  This “Dispute Resolution” section survives any expiration or earlier termination of these Terms.

  Informal Dispute Resolution. As a condition precedent which must be satisfied prior to initiating any arbitration or other action against the other party, both you and PartnerPage agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to the PartnerPage Directory Service, or the breach, enforcement, interpretation, or validity of these Terms ("Claim"), the party asserting the Claim must first try in good faith to settle such Claim by providing written notice, by first class or registered mail, to the other party describing the facts and circumstances (including any supporting documentation) of the Claim. The party asserting the Claim must allow the receiving party 30 days in which to respond to or settle the Claim.

  For purposes of this Section, notices must be sent as follows:

  • If to PartnerPage: to Outwork, Inc. dba PartnerPage, Attn: Legal/Compliance, 2443 Fillmore St. #380-4064, San Francisco, CA 94115, with a copy emailed to [email protected].
  • If to you: to any address listed in or associated with your User Account.

  Arbitration. To the extent you cannot resolve any Claim through the informal dispute resolution procedure set forth above, and except as otherwise set forth herein, a Claim must be resolved through binding individual arbitration. You agree to give up your right to go to court to assert or defend your rights under these Terms and with respect to any Claim. You and PartnerPage each expressly delegate to the arbitrator the authority to determine the arbitrability of any Claim, including the scope, applicability, validity, and enforceability of this arbitration provision.

  To begin an arbitration proceeding, you must send a written request to PartnerPage at: Outwork, Inc. dba PartnerPage, Attn: Legal/Compliance, 2443 Fillmore St. #380-4064, San Francisco, CA 94115, with a copy emailed to [email protected]. You agree that the arbitration will be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. In accordance with the AAA Rules, you must also send a copy of your written demand for arbitration to AAA when submitting your request to PartnerPage.  In the event that the AAA is unable or unwilling to initiate arbitration within fourteen (14) days of receiving a demand for arbitration, arbitration may be conducted by JAMS, Inc. (in accordance with its Streamlined Arbitration Rules & Procedures) or by any other mutually agreeable arbitration administration service. You and PartnerPage each agree that these Terms evidence a transaction in interstate commerce and that this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law and will not be governed by state law. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief to the extent required to satisfy your individual claim, and must follow and enforce these Terms as a court would. Any arbitration shall be confidential, and neither you nor PartnerPage may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.

  In lieu of arbitration, and notwithstanding anything in this section to the contrary, either you or PartnerPage may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, but only if it is brought and maintained as an individual claim.  Additionally, and notwithstanding anything herein to the contrary, nothing in this section shall prohibit you or PartnerPage from seeking temporary injunctive relief in a court of competent jurisdiction to prevent an imminent or stop an actual breach of these Terms.

  Class Action and Jury Waiver. You and PartnerPage each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If a court or arbitrator determines in an action between you and PartnerPage that this class action waiver is unenforceable, the arbitration agreement set forth above will be void as to you. If for any reason a Claim proceeds in court rather than through arbitration, you and we each waive any right to a jury trial.

• MISCELLANEOUS

  • Service Availability.  You agree and acknowledge that the PartnerPage Directory Service may be temporarily unavailable due to maintenance or other development activities.  PartnerPage shall not have any liability to you for any planned or unplanned unavailability or downtime.

  • Releases by California Residents. If you are a California resident, then with respect to any release or waiver set forth in these Terms, you hereby waive California Civil Code Section 1542, which states, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

  • Assignment. You may not assign or transfer these Terms or any of your rights or obligations hereunder to any other person without PartnerPage’s prior written consent. Any purported assignment in violation of this paragraph is void and of no effect. These Terms are freely assignable by PartnerPage. These Terms shall be binding on the parties and their permitted successors and assigns. Except as otherwise set forth herein, a person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

  • Force Majeure. We will not be liable for any delay or failure in the performance of our obligations under these Terms if the delay or failure is due to any cause outside of our reasonable control.

  • Notices. Except as otherwise set forth herein, any notice given under these Terms by any party to another party must be in writing and sent by email, and will be deemed to have been given upon transmission. Notices to PartnerPage must be sent to [email protected].  Notices to you will be sent to any email address associated with your User Account. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

  • California Residents. If you are a California resident, you may report a complaint to the Complaint Assistance Unit of the Division of Consumer Services at the California Department of Consumer Affairs by telephone at (800) 952-5210 or by mail at 400 R Street, Sacramento, CA 95814, United States.

  • Severability and Waiver. If any part or provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of these Terms will continue in full force and effect. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If we waive any breach of these Terms, such waiver will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

  • Entire Agreement. These Terms, together with the Privacy Policy, constitute the sole and entire agreement between you and PartnerPage with respect to the subject matter hereof, and supersede and extinguish all prior agreements, representations (whether oral or written), and understandings regarding such subject matter. The provisions of the following Sections of these Terms will survive any termination of this Agreement: Section 1; Section 3; Section 4 (with respect to the final sentence only); Sections 5 through 17; and Sections 19 through 21.

    For more information or other questions, please contact us at:

    Outwork, Inc. dba PartnerPage,
    2443 Fillmore St. #380-4064
    San Francisco, CA 94115
    [email protected]