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PartnerPal

This Terms of Service is a contract agreement that governs “you” or “your” (customers, affiliates, resellers, and contracted partners, contracted workers and service partners) and us (PartnerPal, LLC) and the use of the PartnerPal, LLC Web Site “PartnerPal” located at PartnerPal.com, including all “Managed Services” available on or through the Web Site such as SEO Services, Amazon Optimization, Local Citations, Digital Marketing Consulting Services, Website Optimization Services, Website Maintenance, Blog Management, Social Marketing, Affiliate Partnerships, Co-Marketing Programs, Barter Relationships, White Label Implementations, Reseller Services, Coding, Script Installations, Website Audits, Content Services, Onpage and/or Offpage Optimization, API Terms of Use, and Software Licenses.


The Website is made available by PartnerPal, LLC, and our Terms of Service is so important that we cannot provide our services to you unless you agree to them. We may change the Terms of Service from time to time, at any time, by posting such changes on the Site. PLEASE READ THESE CUSTOMER TERMS CAREFULLY, BY USING THE SITE, YOU ACCEPT AND AGREE TO THESE TERMS OF SERVICE AS APPLIED TO YOUR USE OF THE PARTNERPAL WEBSITE AND ALL PARTNERPAL SERVICES. If you do not agree to these Terms of Service, you may not access or otherwise use the website or services.


1.) Managed Services


“Managed Services” available on or through the Web Site such as SEO Services, Amazon Optimization, Local Citations, Digital Marketing Consulting Services, Website Optimization Services, Website Maintenance, Blog Management, Social Marketing, Affiliate Partnerships, Co-Marketing Programs, Barter Relationships, White Label Implementations, Reseller Services, Coding, Script Installations, Website Audits, Content Services, Onpage and/or Offpage Optimization, API Terms of Use, and Software Licenses.


For “Website Maintenance”, PartnerPal provides the following Service Level Agreement ("SLA") for Business Customers demonstrating:


1.1 99.90% Uptime. The Service will serve Customer Content 99.90% of the time outside of Customer Planned Downtime. Customer Planned Downtime is from 2am-4am US CS(D)T. Additional Customer Planned Downtime may be excluded from the 99.90% Uptime measurement.


1.2 Penalties. If the Service fails to meet the above service level, the Customer will receive a credit equal to the result of the Service Credit calculation in Section 6 of this SLA.


2. Definitions.


2.1 Capitalized terms used in this SLA and not otherwise defined have the meanings ascribed to them in PartnerPal’s Terms of Service.


2.2 "Claim" means a claim submitted by Customer to PartnerPal pursuant to this SLA that a Service Level has not been met and that a Service Credit may be due to Customer.


2.3 "Customer" refers to the organization that has purchased and explicitly enabled “Website Maintenance” from PartnerPal’s “Managed Services” .


2.4 "Customer Content" means any files, software, scripts, multimedia images, graphics, audio, video, text, data or other objects originating or transmitted from any web site owned or operated by customer and routed to, passed through and/or stored on or within the company’s website.


2.5 "Customer Planned Downtime" is downtime specified by PartnerPal that is to be excluded from any calculation of an Outage Period. This would apply to any time when the Customer has requested Service access suspended from their environment or from 2am-4am US CS(D)T.


2.6 "Customer Support" means the services by which PartnerPal may provide assistance to Customer to resolve issues with the Service.


2.7 "Force Majeure" refers to any downtime minutes that are the result of events or conditions beyond PartnerPal’s reasonable control. Such events might include but are not limited to any acts of common enemy (including, but in no way limited to DDoS attacks), the elements, earthquakes, floods, fires, epidemics, and inability to secure products or services from other persons or entities.


2.8 "Incident" means any set of circumstances resulting in a failure to meet a Service Level.


2.9 "Outage Period" is equal to the number of downtime minutes resulting from an Unscheduled Service Outage.


2.10 "Scheduled Availability" is the total number of minutes in the month minus any Customer Planned Downtime, and downtime caused by Force Majeure.


2.11 "Service" means, collectively, the information, tools, features and functionality offered by PartnerPal or through any software or other websites that PartnerPal utilizes to perform its obligations to the Customer.


2.12 "Service Credit" is the percentage of the monthly service fees for the Service that is credited to Customer for a validated Claim.


2.13 "Service Level" means standards Company chooses to adhere to and by which it measures the level of service it provides as specifically set forth below.


2.14 "Unscheduled Service Outage" are those interruptions to the Service that have not been previously communicated to the Customer and that result in the Customer’s application being unavailable to its customers or users. Unscheduled Service Outages exclude downtime minutes resulting from Customer Planned Downtime or downtime cause by Force Majeure.


3. PartnerPal’s “Website Maintenance” Service provides this SLA subject to the following terms.


3.1 In order to be eligible to submit a Claim with respect to any Incident, the Customer must first have notified PartnerPal Customer Support of the Incident, using the procedures set forth by PartnerPal, within (1) business day following the Incident.


3.2 To submit a Claim, Customer must contact PartnerPal Customer Support and provide notice of its intention to submit a Claim. Customer must provide to Customer Support all reasonable details regarding the Claim, including but not limited to, detailed descriptions of the Incident(s), the duration of the Incident, network traceroutes, the URL(s) affected and any attempts made by Customer to resolve the Incident.


3.3 In order for PartnerPal to consider a Claim, Customer must submit the Claim, including sufficient evidence to support the Claim, by no more than 3 business day after the end of the calendar month following the billing month in which the Incident which is the subject of the Claim occurs.


3.5 PartnerPal will use all information reasonably available to it to validate Claims and make a good faith judgment on whether the SLA and Service Levels apply to the Claim.


4. SLA Exclusions.


4.1 This SLA and any applicable Service Levels do not apply to any performance or availability issues:


(a) Due to factors outside Company’s reasonable control;


(b) That resulted from Customer’s or third party hardware or software;


(c) That resulted from actions or inactions of Customer or third parties;


(d) Caused by Customer’s use of the Service after Company advised Customer to modify its use of the Service, if Customer did not modify its use as advised;


(e) During beta and trial Service (as determined by Company); Or


(f) Attributable to the acts or omissions of Customer or Customer’s employees, agents, contractors, or vendors, or anyone gaining access to Company’s Service by means of Customer’s Authorized Users’ accounts or equipment.


5. Service Credits.


5.1 The amount and method of calculation of Service Credits is described below in Section 6.


5.2 Service Credits are Customer’s sole and exclusive remedy for any violation of this SLA.


5.3 The total amount of Service Credits awarded in any twelve (12) month period shall not, under any circumstance, exceed one (1) month of a Customer’s cumulative total monthly service fees.


5.4 Service Credits for this SLA will only be calculated against monthly recurring fees associated with the Service.


6. Service Credit Calculation.


6.1 For any and each Outage Period during a monthly billing period, PartnerPal will provide as a Service Credit an amount calculated as follows: for downtimes below 99.90% uptime in the calendar month, the Service Credit will be $1.00 per 10 minutes down, or the total monthly charge, whichever is less.


2.) Proprietary Rights


PartnerPal owns, solely and exclusively, all rights, title and interest in and to the Site, all the content (including, for example, audio, photographs, illustrations, graphics, other visuals, video, copy, software, etc.), code, data and materials on the website, and the look and feel, design, compilation and organization thereof, including, but not limited to, any copyrights, trademark rights, patent rights, database rights, moral rights and other intellectual property and proprietary rights therein; with the exception, in some cases, of submitted materials, as defined below in Section 8. Your use of the Site does not grant you ownership of any content, code, data or materials that you may access on the Site.


All information you submit to PartnerPal is held as confidential and is not shared with anyone other than those who will help complete the job you contract us for. All content we provide is considered a “work for hire”, unless otherwise specified in an agreement between you and PartnerPal. Nonpayment of the agreed on price results in the copyrights belonging to PartnerPal. PartnerPal cannot be held responsible for similar content appearing anywhere nor can we be responsible for someone else misusing your content. It is your responsibility to police the content and protect your copyrights. You are responsible for any content you upload to your website. All of your content must be appropriately marked with licensing (or other permission status such as fair use) and reasonable attribution information, if not owned by you. If, as a consequence of a court judgment or allegation of patent infringement or for any other reason (not limited to patent issues), conditions are imposed on you (whether by court order, agreement or otherwise) that contradict the conditions of the posting of content or images to your site, they do not excuse you from the conditions of that action. PartnerPal does not take any ownership of your content when you post it on our sites.


a. Clients of PartnerPal cannot be used as your personal references. Your work is done for PartnerPal and not for the client. Any use of any PartnerPal Client’s Name for your personal gain, reference, or any other use may lead to legal action against you by the client or by PartnerPal.


b. In some cases you may receive information about clients of PartnerPal. This information, by default, is to be considered confidential. You may not use or share this information with anyone outside of PartnerPal.


c. No one who contracts to write content or do other work for PartnerPal may contact any client of PartnerPal without express permission of PartnerPal for any reason. By accepting work through PartnerPal, you agree to this no-compete clause even if you decide to stop accepting work from PartnerPal. You are allowed to accept work from any source while you accept work from PartnerPal and of course after you stop accepting work from PartnerPal, however any action on your part to contact clients of PartnerPal directly for the purpose of providing content to them will be cause for legal action.


d. PartnerPal reserves the right to refuse any content or work that workers provide to us or to us for PartnerPal customers. PartnerPal is not obligated to notify you that we did not accept the content or the work you provided. Due to the unreliability of email, it is your responsibility to request confirmation that PartnerPal received any content or work you send to us. If you have no such confirmation, you may not be paid for that content since we may have not received it.


e. If you accept work from PartnerPal, you agree to write content that can be passed on to the client as a finished product. If we have to rewrite or otherwise edit the content before it can be sent to the client, then the payment you receive for that content may be altered or you may not be paid at all, depending on the quality of the content you provided.


f. You may not copy, modify, sublicense, or distribute any form of trademark or copyrighted materials, content or images. All forms of content must exclusively be through original, proprietary methods or through licensing of content that you represent, warrant, and agree that no content posted or otherwise shared by you on or through any of the services (“Your Content”), violates or infringes upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, breaches or conflicts with any obligation, such as a confidentiality obligation, or contains libelous, defamatory, or otherwise unlawful material. PartnerPal does not take any ownership of your content when you post it on our sites. If content is posted on the customer website, the customer immediately and exclusively owns that content and/or image, and by it’s posting, the customer fully agrees that it can be used. If you do not own the content or image, then you should not post it unless it is in the public domain. You are responsible for any content or image that you upload to your website. All of your content must be appropriately marked with licensing (or other permission status such as fair use) and with reasonable attribution information, if not owned by you. If, as a consequence of a court judgment or allegation of patent infringement or for any other reason (not limited to patent issues), conditions are imposed on you (whether by court order, agreement or otherwise) that contradict the conditions of the posting of content or images to your site, they do not excuse you from the conditions of that action. It is not the purpose of this section to induce you to infringe any patents or other property right claims or to contest validity of any such claims; this section has the sole purpose of protecting the integrity that your content, images and attribution on your site is the sole responsibility of the customer website site owner. To the extent authorized by law, you agree to indemnify and hold harmless PARTNERPAL OR ITS AGENTS OR ANY OF ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, TRUSTEES, AFFILIATES, RESELLERS, PARTNERS or CONTENT SERVICE PROVIDERS (COLLECTIVELY, THE PROTECTED ENTITIES) from and against any and all claims, losses, expenses, damages, and costs, including ALL attorneys fees, resulting directly or indirectly from or arising out of (a) your violation of the Terms, (b) your use of any of the Services, and/or (c) all content, images and information that “You” make available on your website.


g. Disputes about the payment for any content you provide to PartnerPal must be brought to our attention within 30 days or any due amounts are void. All disputes will be settled according to California State Law or by agreement in arbitration by the arbitrator of our choice.


3.) Limited License


You may access and view the content on the Site on your computer or other Internet-compatible device including mobile phones and tablets, and make single copies or prints of the content on the Site for your personal, internal use only. The Site and the Site’s services and any content and materials on the Site, are only for your personal, non-commercial use.


4.) Prohibited Use


You may not commercially distribute, publish or exploit the Site, or any content, code, data or materials on the Site, unless you have received the express written prior permission of PartnerPal or the applicable rights holder. Other than as set forth in Section 4. of this Terms of Services Agreement, you may not download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on the Site. If you make other use of the Site, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws, and you may be liable for such unauthorized use. PartnerPal will enforce its intellectual property rights to the fullest extent of the law.


5.) Trademarks


The trademarks, logos, service marks and trade names (collectively the “Trademarks”) displayed on the Web Site or on content available through the Web Site are registered and unregistered Trademarks of PartnerPal and other owners and may not be used unless authorized by the trademark owner. PartnerPal will enforce its Trademark rights to the fullest extent of the law.


6.) User Information


In the course of your use of the Site, you may be asked to provide certain personal information to us. Our information collection and use policies with respect to the privacy of such personal information are set forth in the Site’s Privacy Policy, which is incorporated herein by reference for all purposes. You, and not PartnerPal, are responsible for the accuracy, currency and content of such information.


7.) Submitted Materials


Unless specifically requested, we do not solicit nor do we wish to receive any confidential, secret or proprietary information or other material from you through the Site, by e-mail or in any other way. Any information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent to us (including, for example and without limitation, that which you submit or post to our chat rooms, message boards, online meetings and/or our blogs, or send to us via e-mail) (Submitted Materials) will be deemed not to be confidential or secret, and may be used by us in any manner consistent with PartnerPal’s Privacy Policy. By submitting or sending Submitted Materials to us, unless we agree otherwise specifically in writing, you: (i) represent and warrant that the Submitted Materials are original to you, that no other party has any rights to such Submitted Materials (in whole or in part), and that any “moral rights” in Submitted Materials have been waived, and (ii) you grant us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, make, sell and export such material (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed. We cannot be responsible for maintaining any Submitted Materials that you provide to us, and we may delete or destroy any such Submitted Materials at any time.


8.) Prohibited User Conduct


You agree that, while using the Web Site and the Web Site’s various services and features, you will not: impersonate any person or entity, whether actual or fictitious, or misrepresent your affiliation with any person or entity, including without limitation, anyone from PartnerPal or the Site; insert your own or a third party’s advertising, branding or other promotional content into any of the Web Site’s content, materials or services (for example, without limitation, in an RSS feed or a podcast received from PartnerPal or otherwise through the Web Site), or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes; obtain or attempt to obtain unauthorized access to computer systems, materials, information or any services made available on or through the Site through any means; engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses or other contact or personal information; engage in any automatic means of accessing, logging-in or registering on the Site or for any of the Site’s services or features, or obtaining lists of users or obtaining or accessing other information, services or features on, from or through the Site, including, without limitation, any information residing on any server or database connected to the Site or any services offered on or through the Site; use the Site or the Site’s services in any manner with the intent to interrupt, damage, disable, overburden, or impair the Site or such services, or interfere with any other party’s use and enjoyment of the Site, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests; use the Web Site or the Web Site’s services or features in violation of PartnerPal’s or any third party’s intellectual property or other proprietary or legal rights; use the Site or the Site’s services in violation of any applicable law; attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, make unauthorized use of, or otherwise alter or interfere with the Site or the Site’s services, or any content on the Site or the Site’s services; or obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Site.


9.) Public Forums, Blogs, and Article Directories


We may, from time to time, make online communities, messaging services, chat services, bulletin boards, message boards, blogs, other forums and other such services available on or through the Web Site. In addition to any other rules or regulations that we may post in connection with a particular service, you agree that you will not upload, post, transmit, distribute or otherwise publish through the Web Site or any service or feature made available on or through the Web Site, any materials which: restrict or inhibit any other user from using and enjoying the Web Site or the Web Site’s services; are fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit, indecent or are otherwise objectionable to Article Content Provider and PartnerPal, in its discretion; constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law; violate, plagiarize or infringe the rights of third parties, including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary rights; contain a virus, spyware, or other harmful component; contain embedded links, advertising, chain letters or pyramid schemes of any kind; or constitute or contain false or misleading indications of origin, endorsement or statements of fact.

It is important to remember that comments, materials and information submitted to a public forum or online community may be recorded and stored in multiple places, both on our Web Site and elsewhere on the Internet, which are likely to be accessible for a long time and you have no control over who will read, view or access them eventually. Therefore, you should not disclose any sensitive, personal, proprietary or confidential information, about yourself or others, in your comments or other submissions to our public forums or other online communities, such as to our blog(s).


10.) Right to Monitor and Editorial Control


We reserve the right (but have no obligation) to monitor or review all materials posted or submitted to the Web Site or through the Web Site’s services or features by users (including, for example and without limitation, our blog(s)), and we are not responsible for any such materials posted by users. However, we may disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post, delete or to remove any information or materials, in whole or in part, that in our sole discretion are objectionable or in violation of this Terms of Services Agreement, our policies or applicable law.


11.) Linking to the Web Site


We may insist that any link to the Web Site be discontinued, and we may revoke your right to link to the Web Site from any other web site at any time upon written notice to you, and in such event you agree to discontinue any such linking activity.


12.) Indemnification


You agree to defend, indemnify and hold PartnerPal, its affiliates, and its and their directors, officers, employees, trustees and agents completely harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Site or “Managed Services”, and your placement or transmission of any message, content, information, software or other materials through the Site, or your breach or violation of the law or of this Terms of Services Agreement. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.


13.) Orders for Products and Services


We may make certain products available to visitors and registrants of the Site. You may only order products if you are 18 years old or older. You agree to pay in full the prices (and all applicable taxes) for any purchases you make either by credit/debit card concurrent with your online order or by other payment means acceptable to PartnerPal. If payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due upon demand by us. Certain products that you purchase and/or download on or through the Web Site may be subject to additional terms and conditions presented to you at the time of such purchase or download.


14.) Third Party Web Sites


You may be able to link from the Web Site to third party web sites and third party web sites may link to the Web Site (“Linked Sites”). You acknowledge and agree that we have no responsibility for, nor do we endorse or sponsor, the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites, even if they are owned or run by affiliates of ours.


15.) Copyright Agent


We respect the intellectual property rights of others and require that the people who use the Site do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to support@partnerpal.com.


1. Your address, telephone number, and email address;


2. A description of the copyrighted work that you claim has been infringed. There may be a charge to have content removed, if it will cost PartnerPal to remove it. Our cost will be passed on to you, the claimant.


3. A description of where the alleged infringing material is located;


4. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;


5. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and


6. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.


16.) Disclaimer of Warranties


THE SITE AND ITS SERVICES, CONTENT, FUNCTIONS AND MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE”, AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS OR CONTENT, IMAGES OR INFORMATION ON THE SITE, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE (INCLUDING, WITHOUT LIMITATION, THROUGH OUR BLOG(S)) SHALL CREATE ANY WARRANTY. PARTNERPAL ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.


WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE SITE AT ANY TIME AND WITHOUT ANY PRIOR WARNING. WE CANNOT, AND DO NOT, GUARANTEE THE CORRECTNESS, PRECISION, THOROUGHNESS OR COMPLETENESS OF ANY OF THE INFORMATION AVAILABLE ON THE SITE, NOR WILL WE BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE SITE. WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, WE HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS AND OTHERWISE ON THE SITE OR IN CORRESPONDENCE WITH PARTNERPAL OR ITS AGENTS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, TRUSTEES, AFFILIATES, RESELLERS, PARTNERS or CONTENT SERVICE PROVIDERS (COLLECTIVELY, THE PROTECTED ENTITIES).


17.) Limitation of Liability


TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND IN NO EVENT WILL PARTNERPAL OR ITS AGENTS OR ANY OF ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, TRUSTEES, AFFILIATES, RESELLERS, PARTNERS OR CONTENT SERVICE PROVIDERS (COLLECTIVELY, THE PROTECTED ENTITIES) BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, COST OF SUBSTITUTE GOODS OR SERVICES, OR SIMILAR DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY THAT ARISE IN CONNECTION WITH THE SERVICES (OR THE TERMINATION THEREOF FOR ANY REASON) EVEN IF PARTNERPAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL “THE PROTECTED ENTITIES” BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OF SERVICE OR YOUR USE OF THE PARTNERPAL SITE OR SERVICES EXCEED 25% IN THE AGGREGATE OF THE AMOUNT, IF ANY, PAID BY YOU TO PARTNERPAL FOR YOUR USE OF THE SITE OR PURCHASE OF SERVICES VIA THE SITE.


18.) Applicable Laws and Dispute Resolution


We control and operate the Site from our offices in the United States of America. We do not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. This Terms of Services Agreement and the relationship between you and us shall be governed by the laws of the United States and the State of California, without regard to its conflict of law provisions. All parties agree that in the event of any dispute with respect to this Terms of Services Agreement or any respective obligations hereunder, such dispute shall be settled by arbitration in the County of San Diego, State of California, in accordance with the commercial rules of the American Arbitration Association. Any award rendered by the arbitrators shall be final and judgment may be entered upon it in any court of competent jurisdiction.

No agency relationship: The parties agree that no joint venture, partnership, employment, or agency relationship exists between you and PartnerPal as a result of the Terms or from your use of any of the PartnerPal Website or Services.


Integration: These Terms of Service constitute the entire agreement between you and PartnerPal relating to this subject matter and supersede any and all prior communications and/or agreements between you and PartnerPal relating to the PartnerPal Website and use of the PartnerPal “Managed Services”.

Our failure to exercise or enforce any right or provision of this Terms of Services Agreement shall not constitute a waiver of such right or provision. If any provision of this Terms of Services Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Terms of Services Agreement remain in full force and effect.


19.) Indemnification


To the extent authorized by law, you agree to indemnify and hold harmless PARTNERPAL OR ITS AGENTS OR ANY OF ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, TRUSTEES, AFFILIATES, RESELLERS, PARTNERS or CONTENT SERVICE PROVIDERS (COLLECTIVELY, THE PROTECTED ENTITIES) from and against any and all claims, losses, expenses, damages, and costs, including ALL attorneys fees, resulting directly or indirectly from or arising out of (a) your violation of the Terms, (b) your use of any of the Services, and/or (c) the Content you make available on any of the Services.


20.) Termination & Refunds


PartnerPal may terminate, change, suspend or discontinue any aspect of the Site or the Site’s services at any time. We may restrict, impose limits on, suspend or terminate your access to the Site and/or its services or features (e.g., our blog(s)) if we believe you have violated this Terms of Services Agreement or applicable law, or for any other reason without notice or liability. PartnerPal maintains a policy that provides for the termination in appropriate circumstances of the Web Site use privileges of users who are repeat infringers of intellectual property rights. “Insolvent” accounts are active accounts that have not paid their monthly invoice within (7) business days from the initial date of insolvency. These “Insolvent” accounts will remain active for (90) days in PartnerPal’s program, and then they will be terminated. During the (90-day period), PartnerPal will e-mail the “Insolvent” a minimum of (3) times displaying the outstanding balance based upon the invoices which have not been paid. If correspondence efforts have not been responded to by the “Insolvent” account after the (90-day) period, PartnerPal will then send the “Insolvent” account to an Independent 3rd Party Collections Agency inclusive of the outstanding balance owed. If the account does not pay the outstanding balance, or comply with the Independent 3rd Party Collections Agency, and then subsequently re-creates a new account, PartnerPal is permitted to charge the credit card to bring the outstanding balance current, before proceeding with the new account activation. PartnerPal will utilize it’s proprietary Fraud Prevention System to help identify and detect “Insolvent”, “Terminated” and/or “Fraudulent” accounts from PartnerPal’s “Managed Services”.


21.) Changes to Terms of Service


PartnerPal reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms of Service, in whole or in part, at any time. Changes to the Terms of Service will be effective when posted.