PartnerPage

DIRECTORY TERMS OF SERVICE

Last updated August 23, 2024

These Directory 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 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 Directory Participant and as an End User (each as defined below), these Terms shall govern only your access and use in the capacity as a Directory Participant. 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 or by such other terms as may be presented to you at the time of your registration as an End User.

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 THE PARTNERPAGE DIRECTORY SERVICE IN ANY MANNER.

THESE TERMS MAY REQUIRE THAT DISPUTES BE RESOLVED ON AN INDIVIDUAL BASIS RATHER THAN THROUGH JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH THE TERMS OF SECTION 20(e) BELOW.

PARTNERPAGE MAY REFUSE YOU 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 IN ANY MANNER OR FOR ANY PURPOSES ARE REVOKED IN SUCH JURISDICTIONS.

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

“Directory Participant” means a Vendor or a Service Partner.

“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. PartnerPage 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.

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

“Subscription Agreement” means an agreement entered into between Vendor and PartnerPage pursuant to which Vendor is granted rights to access and use the PartnerPage Directory Service.

“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 that has entered into a Subscription Agreement with PartnerPage to receive access to and use of the PartnerPage Directory Service.

“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.

  1. APPLICABILITY. As used herein, “you” means the natural person or entity that has agreed to be bound by these Terms, including, without limitation and as dictated by the circumstances, (i) in the capacity of a Vendor, (ii) in the capacity of a Service Partner, and (iii) as an individual employee or representative of a Directory Participant who is accessing and using the PartnerPage Directory Service as an authorized user of such Directory Participant (an “Authorized User”).
  1. ACCESS TO THE PARTNERPAGE DIRECTORY SERVICE.
    1. Vendors. If you are a Vendor or an Authorized User of a Vendor, PartnerPage will, subject to and conditioned upon your compliance with these Terms and with the terms and conditions of the applicable Subscription Agreement, provide you with access to and use of the PartnerPage Directory Service, in accordance with the rights granted you under the Subscription Agreement and solely during the term thereof. PartnerPage may suspend or terminate your access to the PartnerPage Directory Service or any component thereof at any time (i) if PartnerPage determines you have violated these Terms or the Subscription Agreement, and/or (ii) upon termination of the applicable Subscription Agreement for any reason. 
    2. Service Partners. If you are a Service Partner or an Authorized User of a Service Partner, PartnerPage hereby grants to you, subject to and conditioned upon your compliance with these Terms, 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 (i) if PartnerPage determines you have violated these Terms or the Service Partner Terms (as defined below), (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. 
  1. 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; provided, however, that no modification or change to these terms will serve to change or modify the terms of any Subscription Agreement then in effect between PartnerPage and Vendor. 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 after any modification or changes are made to these Terms confirms your acceptance of these Terms and such changes and modifications. 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.
  1. USER ACCOUNTS. In order to access and use the PartnerPage Directory Service, you may be 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 or any third party arising from your (or if you are a Directory Participant, your Authorized Users’) failure to comply with this Section 5.
  1. PROVISION OF SUPPORT SERVICES BY SERVICE PARTNERS. If you are a Service Partner, in addition to these Terms, your access to and use of the PartnerPage Directory Service (including, without limitation, your offering of Support Services to End Users and fees and other amounts arising from your provision of the same) shall be governed by and subject to the PartnerPage Service Partner Terms of Service, (the “Service Partner Terms”), which you will be required to accept. In the event of any conflict between these Terms and the Service Partner Terms, the Service Partner Terms shall govern with respect to the conflict.
  1. DISPUTES BETWEEN USERSt
    1. Transaction Disputes. PartnerPage is not a party to any transaction between you and any other user of the PartnerPage Directory Service (including, without limitation and as applicable, any Vendor, Service Partner, 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. 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.  
    2. 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 A VENDOR, SERVICE PARTNER, 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, 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.”
  1. USER CONTENT
    1. User Content. In connection with your access to and use of the PartnerPage Directory Service, you may be permitted to upload, input, publish, distribute, transmit, display, or post content and materials to or by means of the PartnerPage Directory Service, including, without limitation and as applicable, for display on a Vendor Site. 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 (“User Content”). Without limiting the generality of the foregoing, you shall not upload, input, publish, distribute, transmit, display, or post any User 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 User Content through or in connection with the PartnerPage Directory Service, you agree and represent that you own that User Content, or you have received all necessary permissions, authorizations, licenses, and consents necessary to upload, input, publish, distribute, transmit, display, or post the User Content to or 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 User Content.
    2. License to User 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 User Content for purposes of operating the PartnerPage Directory Service and making the PartnerPage Directory Service available to you and other users (including, as applicable, Vendor, Service Partners, and/or End Users), and, where applicable, to permit Service Partners to offer Support Services to End Users through the PartnerPage Directory Service. Without limiting the foregoing, if you are a Service Partner, you acknowledge that the foregoing license includes the right for PartnerPage to make your User Content available to Vendor for posting to the Vendor Site. You represent and warrant to PartnerPage that you have all rights necessary to grant the rights and licenses granted to PartnerPage under these Terms.
    3. 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”). 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.
    4. 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 User 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 User 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 User Content or Participant Content) that PartnerPage determines, in its discretion, violates these Terms.
  1. 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 (and if you are a Directory Participant, you will ensure that your Authorized Users do not and do 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. 
  1. TERM AND TERMINATION. These Terms shall remain in full force and effect while you use or have access to the PartnerPage Directory Service. Any termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Upon termination of these Terms, you will remain liable for any accrued charges and amounts due as of the date of such termination, and shall immediately cease to use the PartnerPage Directory Service.
  1. PRIVACY
    1. 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.
    2. Your Use of Personal Information. Through your use of the PartnerPage Directory Service, 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.
  1. INTELLECTUAL PROPERTY
    1. 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.
    2. User Content. As between you and PartnerPage, but subject to the license granted in Section 8(b) hereof, you own all right, title and interest in and to your User Content.
    3. 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.
    4. Statistical Usage Data. 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, statistical 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.
  1. 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.
  1. 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.
  1. 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 claim that your User Content infringes, misappropriates, or otherwise violates the intellectual property rights or rights of privacy of any third party; (c) any transaction entered into between you and any third party; and (d) the acts and/or omissions of your Authorized Users with respect to the PartnerPage Directory Service. 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.
  1. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUT EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, (A) IN NO EVENT WILL A PARTY HEREUNDER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR ANY MATTER ARISING UNDER OR WITH RESPECT TO THESE TERMS; AND (B) IN NO EVENT SHALL PARTNERPAGE’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE SUM OF $100. Notwithstanding the foregoing, the parties agree that the limitations set forth in the prior sentence shall not serve to modify any limitation of liability agreed to by the parties under a Subscription Agreement or the Service Partner Terms with respect to liability arising under those agreements.

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.

  1. 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: support@partnerpage.io.  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.

  1. SERVICE SUPPORT. If you encounter technical problems when using the PartnerPage Directory Service, please email us at support@partnerpage.io.
  1. 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.
  1. MISCELLANEOUSsome text
    1. 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.
    2. 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.
    3. Governing Law. This Agreement will be governed by both the substantive and procedural laws of California, excluding its conflict of law rules and the United Nations Convention for the International Sale of Goods. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties irrevocably consent to the personal jurisdiction and venue therein.
    4. Class Action and Jury Waiver. YOU AND PARTNERPAGE EACH AGREE THAT ANY PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.
    5. 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.
    6. 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 support@partnerpage.io.  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.
    7. 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.
    8. 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.
    9. Entire Agreement. These Terms, together with the Privacy Policy and any applicable Subscription Agreement and/or Service Partner Terms to which you are party, 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. In the event of any conflict between these Terms and the terms of any Subscription Agreement to which you are party, the terms of the applicable Subscription Agreement shall govern with respect to the conflict, and in the event of any conflict between these Terms and the Service Partner Terms, the Service Partner Terms will govern with respect to the conflict.  The provisions of the following Sections of these Terms will survive any termination hereof: Sections 1, 2, 4, 5 (with respect to the final sentence only), 6 through 17, 19, and 20.

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

Outwork, Inc. dba PartnerPage, 
2443 Fillmore St. #380-4064
San Francisco, CA 94115
support@partnerpage.io