Updated on 8/9/2012
1. Acceptance of Terms. Welcome to the PartnerUp Community (the “Community”). Use of the Community is subject to these Terms and Conditions, which form an “Agreement” between Deluxe Small Business Sales, Inc. d/b/a PartnerUp and the user of the Community. Please read this Agreement carefully. Your violation of it may result in the suspension or termination of your account and to your access to or use of the Community. We reserve the right to modify this Agreement at any time and without notice, effective upon posting of the modified terms on the Community. Your use of the Community, or any materials or services accessible through it, after such posting or notification constitutes your acceptance of such modifications.
1.2 The PartnerUp Community is designed and intended for use in the United States by U.S. residents. It is intended to provide users with the opportunity to exchange useful information. Messages and other content, including images and videos, posted to the Community by the Community members are solely the opinion and responsibility of the person posting the message and other content.
BY USING THIS WEB SITE OR THE COMMUNITY, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN DO NOT USE THIS WEB SITE OR THE COMMUNITY.
2. Membership. To become a Member of the Community, you must be at least 18 years old, must not be a multi-level marketer (MLM), register to become a Community Member and comply with the terms of this Agreement (“Member”). Reporters, researchers and third party representatives need permission prior to posting, emailing Members, or publishing the Community content in their official capacity. 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.
3. Registration. A PartnerUp account is not required to access the Community solely for the purpose of reading posts in the Community. However, participants without existing accounts may be prohibited by us, in our sole discretion, from posting on the Community.
3.1 Multi-level marketers may not join the PartnerUp Community. Existing members who participate in multi-level marketing schemes, plans or organizations may remain Community members but must refrain from soliciting or offering PartnerUp members opportunities to join networks, pyramids, affiliate groups or any other type of network selling scheme.
3.1.1 Multi-level marketing (MLM) is defined in a Federal Trade Commission staff report as “a purported income opportunity, in which persons recruited into a pyramid of participants make ongoing purchases of products and services, and recruit others to do the same … in an endless chain of recruitment and personal consumption, in order to qualify for commissions and bonuses and to advance upward in the hierarchy of levels in the pyramid.” Read the full report here. Characteristics include, but are not limited to:
1. Commissions offered to recruit new members
2. Requirements for new distributors to purchase inventory or “start-up kits”
3. Members' profits derived from recruiting new members or from the sales of newly-recruited members ('downline') rather than their own sales
4. Payouts from fees or contributions paid by new or existing members
5. Money paid into the system that is significantly greater than money paid out
6. Unrealistic or unsupported promises regarding profits or return on investment
7. Flow of money derived from new members predominantly moves “upline”
8. Preservation of the business rests on the exponential growth of new members or customers
3.2 Registration 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 our Privacy Policy. 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.
3.2.1 Individuals registering for PartnerUp as of August 1, 2012, are required to state that their business is not a multi-level marketing opportunity. Other terms include direct selling opportunity, network marketing, affiliate marketing or any other name used to describe the definition in section 3.1.1 above.
3.3 We may refuse to grant you, and you may not use, a screen name (or email address) that is already being used by someone else, impersonates another person, belongs to another person, violates the intellectual property or other rights of any person, is vulgar or otherwise offensive, or that we reject for any other reason in our sole discretion.
3.4 For your protection, when you create your Member ID and password, do not use any ID or password that 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 cannot and will not be responsible for any loss or damage arising from your failure to comply with this section
4. Links to Other Sites. The Community or third parties may provide links to other sites or resources. We have no control over any such third party sites or resources. You acknowledge and agree that PartnerUp 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 has no control over the availability of such sites or resources. You acknowledge and agree that PartnerUp 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.
5. Member Conduct. You agree that you will use the Community only for its intended purpose and not for any dishonest, immoral, illegal or harmful purpose.
5.1 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.
5.2 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.
5.3 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.
6. Content and Feedback Policy. 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. The Community is a public site. You should therefore 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. As a public forum, your use of the Community may result in interstate data transmissions.
6.1 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.
6.2 We act as a passive conduit for the online distribution and publication of Content submitted by Members. We are therefore not responsible for and do not guarantee the integrity, or quality of any Content. Moreover, 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. Although we reserve the right to do so for any reason, we do not edit, pre-screen or review Community postings or have a duty to correct erroneous statements posted to the Community.
6.3 In addition, you expressly agree that we are not liable 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.
6.4 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, 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 in any media now or hereinafter known and to grant and authorize sublicenses thereof and to grant and authorize sublicenses thereof.
6.5 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 us, you agree to assign and hereby assign, transfer, sell and convey to PartnerUp Community all right, title and interest in and to such Feedback. 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 copyright claims, including moral rights, in such Feedback.
7. Use of the Community. We authorize Members to view and access the Community for their personal use only. Member 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. 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.
7.1 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.
7.1 We also 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.
8. Term and Termination. This Agreement will remain in full force and effect while you are a Member and/or access or use the Community or any PartnerUp Community web site. You may cancel your membership at any time for any reason by contacting us at support@partnerup.com. Such notice must include your Member ID, and a statement that you would like to cancel your membership. 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. We may terminate your membership at any time for any reason without notice. All decisions regarding the termination of member accounts shall be made at our sole discretion and we are not required to provide notice prior to terminating your membership, 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.
9. IP Blocking. 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.
10. Intellectual Property. You agree that PartnerUp owns and retains all proprietary rights in all intellectual property belonging to PartnerUp Community or its affiliates, including, but not limited to proprietary software used to run the Community platform, trademarks, service marks, posted images, Content and other copyrightable materials ("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, decompile, sell, resell, trade or exploit for any commercial purposes, 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, Our IP or any other component of the Community and PartnerUp Community web sites.
10.1 Copyright Claims; DMCA Notice and Take-Down Procedures. 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:
Deluxe Small Business Sales, Inc.
Attn: Copyright Agent
3680 Victoria Street North
Shoreview, MN 55126
Telephone: (866) 584-5951
Fax: (866) 584-5948 E-mail: ISPCopyrightAgent@deluxe.com
11. Disclaimer of Warranties.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE COMMUNITY IS AT YOUR SOLE RISK. PARTNERUP 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 AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) ANY PARTNERUP SITE OR COMMUNITY SERVICE WILL BE PROVIDED TIMELY, SECURE, UNINTERRUPTED OR OPERATE ERROR-FREE; (B) THAT OUR COMMUNITY SITE AND COMPUTER SYSTEMS ARE FREE OF COMPUTER VIRUSES, OR OTHER HARMFUL SOFTWARE OR MECHANISMS; AND (C) THAT THE COMMUNITY WILL MEET YOUR REQUIREMENTS. 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 ARE 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 OR THROUGH OR FROM ANY PARTNERUP WEB SITE OR THE COMMUNITY SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
12. Limitation of Liability. You agree that will are not 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.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT PARTNERUP 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 WE HAVE 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.
NOTWITHSTANDING, IF PARTNERUP IS FINALLY FOUND TO BE LIABLE FOR ANY LOSS OR DAMAGE WHATSOEVER, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF: (A) THE TOTAL FEES PAID TO PARTNERUP 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.
13. 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.
14. General. This Agreement and the relationship between you and PartnerUp 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 Minnesota. You agree that regardless of any statute or law to the contrary, any claim or cause of action against PartnerUp 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.
14.1 Violations. Please report any violations of this Agreement by contacting us at support@partnerup.com
