Terms of Service

1. Acceptance of Terms.

Partner.ly Inc., (“Partner.ly” or “we”) provides its Service (as defined below) to you through its web site located at http://www.partner.ly/ (the “Site”), subject to this Terms of Service agreement (“TOS”). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS.  If you are entering into this TOS on behalf of a Partner.ly, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.

Partner.ly may change this TOS from time to time by providing thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of this TOS at any time at http://Partner.ly/terms-of-service/.  The revised terms and conditions will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions.  If any change to this TOS is not acceptable to you, your only remedy is stop using the Services and send a cancellation email to [email protected]

As part of the registration process, you will identify an administrative user name and password for your account (“Account”).

2. Description of Service. The “Service” includes (a) the Site, (b) Partner.ly’s services and related technologies to provide clients with in-depth audience demographics of social influencers and a host of management tools for running influencer related campaigns on social media and (c) all software (including the Software, as defined below), data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”).  Any new features added to or augmenting the Service are also subject to this TOS.

3. General Conditions/ Access and Use of the Service.

3.1Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes.  All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Partner.ly.  You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.  You shall comply with any codes of conduct, policies or other notices Partner.ly provides you or publishes in connection with the Service, and you shall promptly notify Partner.ly if you learn of a security breach related to the Service.

3.2Any software that may be made available by Partner.ly in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws.  You agree not to access the Service by any means other than through the interface that is provided by Partner.ly for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Partner.ly or any third party is granted to you in connection with the Service.

3.3You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”).  For every email sent outside of your organization via the Services, you acknowledge and agree that Company shall have the right to automatically add an identifying footer in accordance with our standard policies then in effect.  You agree to cooperate with and provide reasonable assistance to Partner.ly in promoting and advertising the Services.

3.4You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account.  Partner.ly reserves the right to access your account in order to respond to your requests for technical support.  By posting Your Content on or through the Service, you hereby do and shall grant Partner.ly a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub-licensable and transferable license to use, modify, reproduce, distribute,  display, publish and perform Your Content in connection with the Service. Partner.ly has the right, but not the obligation, to monitor the Service, Content, or Your Content.  You further agree that Partner.ly may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.

3.5You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Partner.ly’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service.  Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content.  Partner.ly will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content. The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Partner.ly has no control over such sites and resources and Partner.ly is not responsible for and does not endorse such sites and resources.  You further acknowledge and agree that Partner.ly will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource.   Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Partner.ly is not liable for any loss or claim that you may have against any such third party.

3.6You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”).  You shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Partner.ly’s published policies then in effect.  You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.

3.7The failure of Partner.ly to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and Partner.ly, even though it is electronic and is not physically signed by you and Partner.ly, and it governs your use of the Service.

3.8Partner.ly reserves the right to use your name and/or Partner.ly name as a reference for marketing or promotional purposes on Partner.ly’s website and in other communication with existing or potential Partner.ly customers. To decline Partner.ly this right you need to email [email protected] stating that you do not wish to be used as a reference.

3.9Subject to the terms hereof, Partner.ly may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.

3.10        You acknowledge that Partner.ly may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Partner.ly’s servers on your behalf. You agree that Partner.l has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Partner.ly reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Partner.ly reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

3.11        The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply.  In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Partner.ly and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us.

4. Payment. To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide Partner.ly information regarding your credit card or other payment instrument.  You represent and warrant to Partner.ly that such information is true and that you are authorized to use the payment instrument.  You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.  You agree to pay Partner.ly the amount that is specified in the payment plan in accordance with the terms of such plan and this TOS.  You hereby authorize Partner.ly to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred.  If you dispute any charges you must let Partner.ly know within sixty (60) days after the date that Partner.ly invoices you. We reserve the right to change Partner.ly’s prices. If Partner.ly does change prices, Partner.ly will provide notice of the change on the Site or in email to you, at Partner.ly’s option, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount.  Partner.ly may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Partner.ly thirty (30) days after the mailing date of the invoice, or the Services may be terminated.  Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on ’s net income.

5. Representations and Warranties.  You represent and warrant to Partner.ly that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Partner.ly to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and Partner.ly’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.

6. Termination.  You have the right to terminate your account at any time by sending a cancellation request to [email protected] Subject to earlier termination as provided below, Partner.ly may terminate your Account and this TOS at any time by providing thirty (30) days prior notice to the administrative email address associated with your Account.  In addition to any other remedies we may have, Partner.ly may also terminate this TOS upon thirty (30) days’ notice (or ten (10) days in the case of nonpayment), if you breach any of the terms or conditions of this TOS.   reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof).  All of Your Content on the Service (if any) may be permanently deleted by Partner.ly upon any termination of your account in its sole discretion.  If Partner.ly terminates your account without cause and you have signed up for a fee-bearing service,  Partner.ly will refund the pro-rated, unearned portion of any amount that you have prepaid to Partner.ly for such Service. However, all accrued rights to payment and the terms of Section 4-12 shall survive termination of this TOS.

7. DISCLAIMER OF WARRANTIES.  The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Partner.ly or by third-party providers, or because of other causes beyond our reasonable control. HOWEVER, THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND PARTNER.LY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT PARTNER.LY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM PARTNER.LY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

8. LIMITATION OF LIABILITY.

8.1UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL PARTNER.LY BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE to YOUR CLAIM or, IF NO FEES APPLY, one hundred ($100) U.S. dollars.  THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.

8.2Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, PARTNER.LY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

9. Indemnification.  You shall defend, indemnify, and hold harmless Partner.ly from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service.  Partner.ly shall provide notice to you of any such claim, suit or demand.  Partner.ly reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Partner.ly’s defense of such matter.

10. U.S. Government Matters. You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, the software and documentation installed by Partner.ly on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this TOS and will be prohibited except to the extent expressly permitted by the terms of this TOS. 

11. Assignment.  You may not assign this TOS without the prior written consent of Partner.ly, but Partner.ly may assign or transfer this TOS, in whole or in part, without restriction.

12. Social Networking Services. You may enable or log in to the Service via various online third party services, such as social media and social networking services like Facebook or Twitter (“Social Networking Services”). By logging in or directly integrating these Social Networking Services into the Service, we make your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and Partner.ly’s use, storage and disclosure of information related to you and your use of such services within Partner.ly (including your friend lists and the like), please see our Privacy Policy at http://www.Partner.ly/privacy-policy. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and Partner.ly shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service. In addition, Partner.ly is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Partner.ly is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Partner.ly enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

13. Miscellaneous.    If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable.  Both parties agree that this TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Partner.ly in any respect whatsoever.  In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

14. Governing Law.    This TOS shall be governed by the laws of the State of New York without regard to the principles of conflicts of law. Unless otherwise elected by Partner.ly in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of New York for the purpose of resolving any dispute relating to your access to or use of the Service.

15. Privacy.  Please visit www.Partner.ly/privacy-policy to understand how Partner.ly collects and uses personal information