Welcome to the PartnerUp Community (the “Community”). Use of the Community is subject to these Terms and Conditions, which form a contract between PartnerUp Community and the user of the Community referred to as the “Agreement.” In this Agreement, the words “we,” “our,” and “us” mean PartnerUp Community. The words “you” and “your” mean any user of the Community. By using the Community, you agree to the terms of this Agreement.
PLEASE NOTE THAT THIS AGREEMENT DISCLAIMS ALL WARRANTIES AND LIMIT LIABILITY ON BEHALF OF US, AND THAT THE TERMS OF THIS AGREEMENT ARE SUBJECT TO CHANGE BY US. WE ASK THAT YOU READ THE RELATED TERMS CAREFULLY.
Eligibility. To use the Community, you must be at least 18 (eighteen) years of age, must register as a “Community Member,” and comply with all the terms of this Agreement. We reserve the right to suspend or terminate your eligibility if you fail to meet the eligibility terms.
Membership. To become a Member of the Community, you must register to become a Community Member (“Member”). By accessing or viewing the Community or any Community web page, or by becoming a Member, you agree to be bound by all of the terms and conditions set forth in this Agreement.
Registration. Signing up requires you to provide certain information about yourself to us. This information includes, but is not limited to, your name, e-mail address, your business background, your career information, and information about how you plan to use the Community. Our use of such information is subject to the "Privacy and Security" terms set forth below. You agree to provide true, accurate, complete, and current information. Although we assume no independent obligation to verify such information, if you provide any information that we suspect or know to be, untrue, inaccurate, or incomplete, we have the right to suspend or terminate your account or take any other action that we deem necessary to protect the integrity of the Community.
Links to Other Sites.
Member Conduct and Content Policy. You agree that you will use the Community only for its intended purpose and you will not use the Community for any dishonest, immoral, illegal, or harmful purpose. You are solely responsible for any and all messages, information, communications, transmissions, postings, opportunities, member profiles, questions, advertisements, or any other information of any type (hereinafter referred to as “Content”), that you provide, submit, enter, publish, display, or send (hereinafter referred to as “post”) to the Community, to any PartnerUp Community web site, or to any Member. You hereby represent and warrant that you will not provide any Content to PartnerUp Community, the Community, or any Member, that is false, inaccurate, misleading, or deceptive. You also agree that you will not attempt to impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity. Further, if any information that you have previously provided becomes false, inaccurate, misleading, or deceptive, you agree that you will promptly correct such information.
We act as a passive conduit for the online distribution and publication of Content submitted by Members and are not responsible for screening or monitoring Content posted by Members. We do not control the Content posted to the Community and as such, do not guarantee the accuracy, integrity, or quality of any such Content. In addition, you expressly agree that under absolutely no circumstances will we be liable in any way for any Content, including but not limited to, any error or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted, or otherwise distributed through the Community. You agree that we reserve the right to review any Content submitted to the Community and we may delete, modify, or move any Content at any time for any reason.
When you post any Content to the Community, you automatically grant, and you represent and warrant that you have the right to grant, to us, an irrevocable, non-exclusive, perpetual, royalty-free, sub-licensable through multiple tiers, worldwide right to use, copy, display, promote, perform, publicly perform, publicly display, and distribute such Content and to create derivative works of, or incorporate into other works, such Content and to grant and authorize sublicenses thereof and to grant and authorize sublicenses thereof.
Use of the Community. We authorize you to view and access the Community for your personal use only. You may not use any data mining, robots, or similar data gathering/extraction tools on the Community or on any PartnerUp Community web site. You may not attempt to gain unauthorized access to the Community. Further, you may not frame any portion of the Community and you may not reproduce, reprint, copy, publicly display, store, broadcast, transmit, modify, translate, port, reverse engineer, sublicense, assign, transfer, loan, sell, publicize, or create derivative works from the Community, or any portion thereof without our prior written consent.
You acknowledge and agree that we may establish practices and limits concerning use of the Community, including without limitation, the maximum number of days that messages, Community postings, opportunity postings, and other Content will be retained by the Community, the maximum number of times that you may access the Community in a given period of time, the maximum number of messages that you may send in a given period of time, and the maximum number of postings that you may make to the Community in a given period of time. In addition, we reserve the right to suspend or delete accounts which have been inactive for an extended period of time. You agree that we have absolutely no responsibility or liability to maintain any message, posting, communication, or other Content maintained or transmitted through or by the Community. You further agree that we reserve the right to make modifications to these practices and limits in our sole discretion and without notice.
You are solely responsible for your interactions with other Members. You understand and acknowledge that we do not in any way screen Members, we do not verify statements made by Members, we do not inquire into the background of our Members, and we make absolutely no representations or warranties as to the conduct of Members or to the accuracy of Content posted to the Community by Members. You should thoroughly investigate the background and evaluate any statements made by any Member prior to entering into or considering any dealing or transaction, of any nature, with any Member.
When you do business with, correspond with, or participate in any promotions of, any advertisers found on or through the Community, you accept, agree, and acknowledge that such business dealings, including the payment and delivery of goods or services, and any and all other representations, warranties, indemnities terms, and conditions are solely between you and such advertiser. You agree that we shall not be responsible or liable for any loss or damage whatsoever incurred as the result of any such dealings or as the result of the presence of such advertisers on the Community.
You agree that under absolutely no circumstances will we be liable or responsible for any actual or alleged loss or damage resulting from your reliance on information or Content on the Community, the www.PartnerUp.com domain and subdomains, any domain name or web site owned or operated by us, or any information or communication that is transmitted to or from any Member. We do not guarantee the accuracy, usefulness, completeness, or truthfulness of any information on the Community. Further, we do not endorse, adopt, or accept any responsibility whatsoever for the accuracy, truthfulness, or reliability of any communication, posting, opinion, advice, or statement made by any party that appears on the Community.
You agree that in your use of the Community, you will not post offensive, malicious or obscene Content to the site. Further, you acknowledge that failure to comply with these basic rules will lead to the termination of your agreement and your access rights to the Community. It is possible that other Members or users (including unauthorized users) may potentially transmit offensive, malicious, or obscene materials on the Community and that you may be involuntarily exposed to such offensive, malicious, or obscene materials. Further, it is possible for other users to obtain personal information about you that you post on the Community, and that such information may be used to harass or injure you. We are not responsible for the use of any personal information that you provide on the Community. Be careful when selecting the type of information that you post on the Community or otherwise transmit to others.
The Community and PartnerUp Community web sites have a variety of areas where you can submit Content which consists of ideas, concepts, copy, proposals, inventions, methods, techniques or similar feedback ("Feedback").. Any feedback that you submit on the Community becomes our property. To the extent title and ownership of any Feedback does not automatically vest with [Bank Legal Name], you hereby assign, transfer, sell and convey to PartnerUp Community all right, title and interest in and to such Feedback. and We may use such feedback (e.g., success stories and comments) for any purpose including, to improve or modify the Community or our business, or to contact you for further information, without compensation or attribution to you. You agree that we are not under any obligation of confidentiality, express or implied, with respect to the Feedback. You agree that you shall have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in Feedback and that the submission of any Feedback to us irrevocably waives any and all "moral rights" in such materials.
Term and Termination. This Agreement will remain in full force and effect while you access or use the Community or any PartnerUp Community web site and/or are a Member. You may cancel your subscription or membership at any time, for any reason, by sending us notice of your termination to ______________________________. Such notice must include your Member ID, and a statement that you would like to cancel your membership or subscription. We reserve the right to validate your cancellation request by requiring you to confirm the request in writing, to respond to a confirmation e-mail, or to take any other action we deem necessary to validate your request. If you cancel your subscription, you will be able to access the Community and your subscription will remain active until the end of your then-current subscription period. We may terminate your membership or subscription at any time for any reason by notifying you via e-mail or via a posting on the Community. All decisions regarding the termination of member accounts shall be made in our sole discretion and we are not required to provide notice prior to terminating your membership or subscription, nor are we required to provide you with a reason for such termination. This Agreement and the obligations, restrictions and limitations set forth herein shall survive the termination or cancellation of your Membership or subscription.
Privacy and Security. The Community is a public site. You should not post or make available confidential information on the Community. For example, you should not post account numbers, account balance information, personal phone numbers, or any other information you do not wish to make publicly available.
Information that you provide to us when you use the PartnerUp Community Site during the signup process, and certain other information about you is subject to PartnerUp Community’s Privacy Policy. We view protection of Members’ privacy as not only important, but necessary. Accordingly, we use your personal information only as described in our Privacy Policy, which is available at PartnerUp Community. When you provide your personal information to enroll in and use the Community, you will be subject to the Community privacy policy, which is located at partnerup.com. You consent to the collection and use of information as set forth in the applicable privacy policies, which may change from time to time time in accordance with the terms thereof.
For your protection, when you create your Member ID and password, do not use any ID or password you might use for any secure online communication. You are responsible for maintaining the confidentiality of the password that you designate during the signup process and you are fully responsible for any and all activities that occur under your Member ID and password, whether or not authorized by you. You agree to immediately notify us of any unauthorized use of your Member ID and password, or the Community. In addition, you agree to sign-out after each use of the Community. Please use a high level of caution when using public or shared computers or networks. We can not and will not be responsible for any loss or damage arising from your failure to comply with this section.
In order to protect the integrity of the Community, we reserve the right at any time in our sole and exclusive discretion to block certain IP addresses from accessing the Community or any portion of PartnerUp Community’s computer networks.
The Community is sponsored by PartnerUp Community and operated by PartnerUp, a division of Deluxe Corporation. You acknowledge that when you use the Community, your communications will be sent through the subcontractor’s computer networks. As a result, your use of the Community may result in interstate data transmissions.
General Terms.
(a) Intellectual Property and Copyright. You agree that PartnerUp Community owns and retains all proprietary rights in all intellectual property belonging to PartnerUp Community or its affiliates, including, but not limited to trademarks, service marks, copyrights, or otherwise and all content contained on the Community and PartnerUp Community’s web sites ("Our IP") Without our prior express written authorization, you shall not use any of Our IP. The Community and all software used in connection with the Community contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You agree that you will not distribute, duplicate, copy, lease, rent, loan, reverse engineer, sell, distribute, or create derivative works based on the Community or software, in whole or in part. You agree that you will not copy, adapt, emulate, or create derivative works of any function, functionality, feature, web page, graphic, user interface, or any other component of the Community and PartnerUp Community web sites.
You may not in any way use the Community or any PartnerUp Community web site to post, distribute, or reproduce in any way any copyrighted material, trademark, or other proprietary information without having first obtained the prior written consent of the owner of such materials. If you believe that your work has been copied and posted to the Community in a manner that constitutes copyright infringement, please provide the following information to our designated copyright agent: a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright; b) a description of the work that you claim has been infringed; c) a description of where the material that you claim is infringing is located on the Community; d) your name, address, telephone number, and e-mail address; e) a written statement by you that you believe in good faith that the disputed use is not authorized by the copyright owner, its agent, or applicable law; and f) a statement by you, made under penalty of perjury, that the above information contained in your notice is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner. Notices to PartnerUp Community’s Copyright Agent must be sent to: ____
(b)Indemnification. You agree to indemnify and hold PartnerUp Community and its subsidiaries, affiliates, directors, officers, agents, employees, licensors, and partners, harmless from any claim or demand, including reasonable attorneys’ fees made by any third party due to or arising out of your use of the Community, Content you submit, post, transmit, or otherwise make available through the Community, your violation of this Agreement, or your violation of any rights of another party.
(c) No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.
(d) Disclaimer of Warranties.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE COMMUNITY IS AT YOUR SOLE RISK. PartnerUp Community AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGMENT, AND MERCHANTABILITY. THE COMMUNITY IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PartnerUp Community AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS DO NOT REPRESENT OR WARRANT THAT a) ANY PartnerUp Community SITE WILL OPERATE ERROR-FREE; b) THAT PartnerUp Community’S SITE AND COMPUTER SYSTEMS ARE FREE OF COMPUTER VIRUSES, OR OTHER HARMFUL SOFTWARE OR MECHANISMS; c) THAT THE COMMUNITY WILL MEET YOUR REQUIREMENTS; AND d) THAT THE COMMUNITY WILL BE TIMELY, SECURE, UNINTERUPTED, OR ERROR-FREE. ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE COMMUNITY, INCLUDING BUT NOT LIMITED TO HTML FILES, JAVASCRIPT, AND ALL OTHER FILES OR SOFTWARE IS DOWNLOADED AT YOUR OWN DISCRETION AND RISK. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM PartnerUp Community, OR THROUGH OR FROM ANY PartnerUp Community WEB SITE OR THE COMMUNITY SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
(e)Limitation of Liability.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT PartnerUp Community AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS OR REVENUE, GOODWILL, USE, DATA, OR ANY OTHER INTANGIBLE LOSSES (EVEN IF PartnerUp Community HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: a) THE USE OR THE INABILITY TO USE THE COMMUNITY; b) UNAUTHORIZED ACCESS TO OR MODIFICATION OF YOUR DATA OR TRANMISSIONS; c) CONDUCT OR STATEMENTS OF ANY MEMBER OR THIRD PARTY ON THE COMMUNITY; d) THE COSTS OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY SERVICES, PRODUCTS, DATA, OR INFORMATION PURCHASED OR OBTAINED OR TRANSACTIONS OR MESSAGES ENTERED INTO, THROUGH, OR FROM THE SERVICE; OR e) ANY OTHER MATTER RELATING TO THE SERVICE.
REGARDLESS OF THE PREVIOUS PARAGRAPH, IF PartnerUp Community IS FOUND TO BE LIABLE FOR ANY LOSS OR DAMAGE WHATSOEVER, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS ABSOLUTELY LIMITED TO THE GREATER OF: a) THE TOTAL FEES PAID TO PartnerUp Community BY YOU PURSUANT TO THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE ACTION GIVING RISE TO THE LIABILITY; OR b) $100 (ONE HUNDRED) UNITED STATES DOLLARS.
(f) Links to Other Sites. The Community, or third parties, may provide links to other World Wide Web sites or resources. PartnerUp Community has no control over any such sites or resources. You acknowledge and agree that PartnerUp Community does not endorse and is not responsible or liable for any content, advertising, products, or other materials available on, through, or from such sites and resources or the accuracy thereof. In addition, PartnerUp Community has no control over the availability of such sites or resources. You acknowledge and agree that PartnerUp Community shall not be responsible or liable, directly or indirectly, for any loss or damage caused or alleged to be caused by or in connection with the use of or reliance on any such information, content, goods, services, or other materials available on or through any such site or resource. If you choose to access linked third party web sites, you do so at your own risk.
(g) No Agency.No agency, partnership, employer-employee, franchiser-franchisee, or joint venture relationship is intended or created by this Agreement.
(h) No Resale of Service. You may not reproduce, copy, duplicate, sell, resell, trade or exploit for any commercial purposes, use of the Community, any portion of the Community, or access to the Community.
(i) Modifications to the Community. We reserve the right at any time to modify or discontinue, temporarily or permanently, the Community (or any part thereof) with or without notice. You agree that we will not be liable to you or any third party for any modification, suspension, or discontinuance of the Community.
(j) Changes to this Agreement. We may change this Agreement at any time by posting the updated Agreement on our web site. Your use of the Community after we post changes to this Agreement, shall constitute your acceptance of such changes.
(k) International Use. The Community is designed and intended only for use in the United States by residents of the United States. We make no representation that any Content is appropriate or available for use in locations outside of the United States, and accessing the Community from territories or locations where the Content of the Community is illegal is prohibited. If you choose to access the Community from outside of the United States, you do so on your own initiative and you are responsible for compliance with all applicable laws. You warrant that you are not prohibited from receiving exports from the United States, including the Community and the Content, and that you will not export or reexport the Community, any Content or Our IP to restricted countries or individuals or otherwise in violation of any applicable laws or regulations.
(l) Choice of Law and Jurisdiction. This Agreement and the relationship between you and PartnerUp Community shall be governed by the laws of the State of Minnesota without regard to its conflict of law provisions. You and we agree to submit to the personal and exclusive jurisdiction of the courts location within Hennepin County, Minnesota.
(m) Notices. Legal notices to us shall be sent via registered mail or overnight courier to: ______ Legal notices to you may be sent via the Community’s messaging system, e-mail, or postings on the Community. In the event a legal notice is sent to you via the Community’s messaging system or via a posting on the Community, such notice shall be deemed given effective immediately upon its posting.
(n) Section Headings. Section headings in this Agreement are for convenience only and have no legal or contractual effect. In this Agreement, defined terms shall be equally applicable to both the singular and plural forms. The words "including", "include" and "includes" shall each be deemed to be followed by the term "without limitation."
(o) Entire Agreement. This Agreement and any supplemental terms, policies, guidelines, and rules posted by us to the PartnerUp Community web site, or any subdomain thereof, shall constitute the entire agreement between the parties and shall supersede all previous written or oral agreements.
(p) No Waiver. Our failure to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
(q) Severability of Terms. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intentions of the parties, and all other provision of this Agreement shall remain in full force and effect.
(r) Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action against www.PartnerUp.com arising out of or relating to use of the Community or this Agreement must be filed within one (1) year after such claim or cause of action arose or shall be forever barred.
(s) Non-Transferability. Your Community account is non-transferable and any rights to your Community account or Content within your account may not be transferred, assigned or otherwise conveyed, by operation of law, estate, or otherwise, without our prior written consent.
(t) Violations. Please report any violations of this Agreement by contacting us at _____
