Unbeatable Group LLC (“Partner.io”, “us”, “we”, “our”) is a limited liability company registered in the United States of America, located at 2211 Michelson Dr Suite 900, Irvine, CA 92612. We offer a variety of partner management tools available online via Partner.io and other websites owned by us (the “Platform”). We also offer support and guidance regarding best-practice use of the Platform (the “Support”) (together, “the Services”).
These Client Terms of Service (the “Client Terms”) govern the access and use of the Services by the organisation or individual that enters into an agreement with us (the “Client”). They form part of a binding agreement (the “Contract”) between the Client and us.
These Client Terms are one part of a suite of agreements that together govern use of the Services. The full suite consists of: (a) these Client Terms, which govern the Client’s relationship with us; (b) the User Terms of Service (partner.io/user-terms), which govern each individual Authorised User’s access to and use of the Services; and (c) the Acceptable Use Policy (partner.io/acceptable-use), which applies to all users of the platform and is incorporated into both the Client Terms and the User Terms. In the event of any conflict between these documents, the order of precedence is: (1) the Licence Agreement (if any), (2) these Client Terms, (3) the User Terms, and (4) the Acceptable Use Policy.
If you purchase subscriptions, use our free service, create an account, invite Authorised Users to that account, or use or allow use of that account after being notified of a change to these Client Terms, you acknowledge your understanding of the then-current Contract and agree to it on behalf of the Client. By accepting these terms, you warrant that you have the necessary authority to do so.
“Client” (alternatively, “you”) is the organisation that you represent in agreeing to the Contract. If your account is being set up by someone not formally affiliated with an organisation, the Client is the individual creating the account. If you signed up using your corporate email domain, your organisation is the Client and may modify and re-assign roles on your account and otherwise exercise its rights under the Contract.
We do not have the right to disclose an Authorised User’s identity to third parties (other than sub-processors under appropriate data processing terms) without that Authorised User’s explicit written consent. Where the User Terms or any subsequent terms contain provisions contrary to those in this Contract, the provisions of this Contract apply first.
The Client may invite individual employees, workers and contractors to access the Services (each an “Authorised User”). Authorised Users are governed by the User Terms of Service (available at partner.io/user-terms) and the Acceptable Use Policy (available at partner.io/acceptable-use), not by these Client Terms. The Client is responsible for ensuring that each Authorised User has been made aware of, and has accepted, the User Terms and Acceptable Use Policy before accessing the Services.
Authorised Users may submit content or information to the Services, such as messages or files (“Client Data”). The Client may provide us with instructions on what to do with it — for example, provisioning or deprovisioning access, enabling or disabling integrations, managing permissions, and transferring or consolidating accounts.
The Client will: (a) inform Authorised Users of all Client policies and practices relevant to their use of the Services and of any settings that may impact the processing of Client Data; and (b) ensure the transfer and processing of Client Data under the Contract is lawful.
The Client undertakes that: (a) no user account will be used by more than one individual Authorised User unless reassigned in its entirety to another individual; and (b) each Authorised User shall keep their login credentials secure and confidential.
The Client shall not access, store, distribute or transmit any material that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or discriminatory on any grounds; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; or (e) is otherwise illegal or causes damage or injury to any person or property. We reserve the right to disable the Client’s access to any material that breaches this section.
The Client shall not: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any part of the Services; (b) attempt to reverse engineer or reduce to human-perceivable form any part of the Services; (c) access the Services to build a competing product or service; (d) use the Services to provide services to third parties; (e) license, sell, rent, lease, transfer or assign the Services to any third party except Authorised Users; or (f) introduce any virus or harmful code into our systems.
The Client shall use all reasonable endeavours to prevent unauthorised access to or use of the Services and shall promptly notify us in the event of any such unauthorised access or use.
The Client must comply with the Contract and ensure that its Authorised Users comply with the Contract, the User Terms and the Acceptable Use Policy. We may review conduct for compliance purposes but have no obligation to do so. We are not responsible for the content of any Client Data or the way the Client or its Authorised Users choose to use the Services.
The Services must not be used by anyone under the age of 16. The Client must ensure all Authorised Users are over 16. The Client is solely responsible for providing adequate internet access for itself and its Authorised Users.
These Client Terms apply where Clients have used the Platform for fewer than 90 days. In such cases, Clients are generally not required to pay any fees unless they have requested Support.
Clients that have used the Platform for 91 or more days will be required to pay a Platform Fee and, in some cases, a Support Fee and/or a Server Fee. All fees, payment terms and consequences of non-payment will be set out in a separate Licence Agreement to be signed within 7 days of the Client exceeding 90 days of Platform usage. Once signed, the Licence Agreement supersedes these Client Terms. If no Licence Agreement can be agreed within this timeframe, we reserve the right to suspend any accounts created 91 or more days prior.
The initial term shall be as specified in the initial Order Form, or one year if not specified (the “Initial Term”). After the Initial Term, this agreement shall automatically renew for successive one-year terms unless either party opts out by giving at least 30 days’ written notice prior to the end of the then-current term.
Either party may terminate this agreement: (a) on 30 days’ written notice if the other party has materially breached the Contract and has not cured the breach within that period; or (b) immediately on written notice in the event of the other party filing for bankruptcy, reorganisation, dissolution or liquidation.
On any termination: (a) the Client shall promptly discontinue all use of the Services, destroy any copies of documentation, and certify in writing that it has done so; (b) we shall terminate the Client’s access to the Services; and (c) both parties shall return or destroy the other party’s Confidential Information. Payment obligations, limitations on liability, and provisions intended by their nature to survive termination shall do so, including Sections 1 and 7–13.
5. Our Removal Rights
If we believe there is a violation of the Contract that can be remedied by the Client’s removal of certain Client Data, we will in most cases ask the Client to take direct action. However, we may intervene directly if the Client does not act, or if we believe there is a credible risk of harm to us, the Services, Authorised Users or any third party.
Occasionally we look for beta testers to help us test new features. These will be identified as “beta” or “pre-release” (each a “Beta Product”). Beta Products are made available “as is” and the warranties and commitments we make for other Services do not apply to them.
If the Client sends us any feedback or suggestions regarding the Services, the Client grants us an unlimited, irrevocable, perpetual, sublicensable, royalty-free licence to use that feedback for any purpose without obligation or compensation to the Client or any Authorised User.
Please review our Privacy Policy (available at partner.io/privacy) for more information on how we collect and use data relating to the Services. We acknowledge the restrictions in this Contract regarding not sharing Client Data or Authorised User data with third parties.
9. Providing the Services
We will: (a) make the Services available to the Client and its Authorised Users as described in the Contract; and (b) not use or process Client Data for any purpose without the Client’s prior written instructions, provided that use of the Services by Authorised Users shall be deemed to constitute such instructions.
Any failure by us to comply with this section shall not be a breach of the Contract to the extent that non-compliance is caused by the Client’s use of the Services contrary to our instructions, or by modification of the Services by any party other than us or our authorised contractors.
We will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, excluding planned downtime. We will endeavour to provide advance notice of any planned downtime we expect to exceed 30 continuous minutes.
Our standard Support entitles the Client and its Authorised Users to submit support requests by:
Using the messenger icon in the bottom right corner of the Platform
Emailing support@partner.io
Emailing a member of the Partner.io team previously engaged by the Client
This covers notification of defects, faults and problems, and reasonable requests for guidance. Except for weekends and local public holidays, we will respond within 24 hours. We make no commitments regarding resolution times.
The Client shall:
Provide us with all necessary co-operation and access to information required to provide the Services, including Client Data, security access information and configuration services
Comply with all applicable laws and regulations with respect to its activities under the Contract
Carry out all Client responsibilities set out in the Contract in a timely and efficient manner
Ensure that Authorised Users use the Services in accordance with the Contract and the User Terms, and be responsible for any Authorised User’s breach of either
Obtain and maintain all necessary licences, consents and permissions necessary for us, our contractors and agents to perform our obligations under the Contract
Ensure that its network and systems comply with the relevant specifications provided by us from time to time
Be solely responsible (to the extent permitted by law) for procuring, maintaining and securing its network connections and telecommunications links from its systems to our data centres, and for all problems, conditions, delays, delivery failures and other loss or damage arising from or relating to those connections or the internet
13. Protecting Client Data
The protection of Client Data is a top priority for us. We will maintain administrative, physical and technical safeguards compliant with ISO 27001, including measures to prevent unauthorised access, use, modification, deletion and disclosure of Client Data by our personnel. The Client bears sole responsibility for adequate security, protection and backup of Client Data when in its own possession or control.
For the purposes of the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679, and applicable data protection and privacy legislation in the UK (“Data Protection Legislation”), we shall be the “data processor” and the Client shall be the “data controller” in respect of personal data processed by us on the Client’s behalf.
Both parties will comply with all applicable requirements of the Data Protection Legislation. We shall, in relation to Client Data:
Process Client Data only on the documented written instructions of the Client, unless required by law to do otherwise
Ensure appropriate technical and organisational measures are in place to protect against unauthorised or unlawful processing and against accidental loss or destruction of personal data
Ensure all personnel with access to Client Data are obliged to keep it confidential
Assist the Client, at its cost, in responding to data subject requests and in ensuring compliance with Data Protection Legislation
Notify the Client without undue delay, and where practicable within 48 hours, on becoming aware of a personal data breach affecting Client Data
At the written direction of the Client, delete or return Client Data on termination of the Contract unless retention is required by law
Maintain records to demonstrate compliance with Data Protection Legislation and allow for audits with no less than 30 days’ notice
Inform the Client immediately if, in our opinion, an instruction from the Client infringes or might cause an infringement of Data Protection Legislation
The Client acknowledges and consents generally to our appointment of third parties as sub-processors of Client Data. We will impose equivalent data protection obligations on all sub-processors and remain fully liable for their actions. We will give the Client prior notice of any new sub-processor appointment. If the Client objects on reasonable grounds (that the change would cause the Client to breach Data Protection Legislation), the Client may terminate the Contract without liability.
The Client acknowledges that the Services may enable it to access content from, correspond with, and purchase products and services from third parties. The Client does so solely at its own risk. We make no representation or warranty regarding any third-party website or any transactions completed through it. Any contract entered into via a third-party website is between the Client and the relevant third party, not us.
16.1 Duration
The Contract continues in respect of the Client’s use of our free service until all accounts are deleted or the Contract is otherwise terminated. If the Client purchases subscriptions under a Licence Agreement, the Contract terminates and the Licence Agreement applies instead.
16.2 Termination for cause
Either party may terminate on notice if: (a) the other party materially breaches the Contract and does not cure within 30 days; (b) the other party enters administration, liquidation or ceases to carry on business; or (c) the other party suspends or threatens to suspend all or a substantial part of its business.
The Client is responsible for its Authorised Users, including for breaches caused by them. We may terminate immediately if: (a) we reasonably believe the Services are being used in violation of applicable law; or (b) the Client fails to pay any amount due and remains in default for 30 days after notice.
16.3 Termination without cause
The Client may terminate free subscriptions immediately without cause. We may terminate free subscriptions without cause on 30 days’ written notice.
16.4 Effect of termination
On termination: (a) all rights and access granted to the Client terminate immediately; and (b) we may destroy Client Data in our possession unless we receive a written request for its return within 10 days of the effective date of termination. We will use reasonable commercial endeavours to return the most recent back-up within 30 days of receiving such a request, provided the Client has paid all outstanding fees. We are entitled to retain any data we have anonymised.
On termination for cause by the Client, we will refund any prepaid fees covering the remainder of the term. On termination for cause by us, the Client will pay any unpaid fees for the remainder of the term. Termination does not relieve the Client of fees due for the period prior to the effective date.
17. Representations and Warranties
The Client represents and warrants that it has validly entered into the Contract and has the legal power to do so, and that it is responsible for the conduct of its Authorised Users and their compliance with the Contract, the User Terms and the Acceptable Use Policy.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.
We are not responsible for any delays, delivery failures or other loss or damage resulting from the transfer of data over communications networks or the internet.
IN NO EVENT WILL THE CLIENT’S OR PARTNER.IO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT, THE USER TERMS OR THE ACCEPTABLE USE POLICY (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED £5,000. THIS DOES NOT LIMIT THE CLIENT’S PAYMENT OBLIGATIONS UNDER SECTION 3.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA OR GOODWILL, HOWEVER CAUSED AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Nothing in these Client Terms limits either party’s liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
The Client will indemnify and hold us harmless from and against any losses, damages and costs arising from third-party claims caused by the Client’s or any Authorised User’s violation of the User Terms or the Acceptable Use Policy.
Either party (“Disclosing Party”) may disclose “Confidential Information” to the other (“Receiving Party”). Confidential Information means anything that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including non-public business, product, technology and marketing information. Client Data constitutes Confidential Information of the Client. Details of the Services and performance test results constitute our Confidential Information.
Confidential Information does not include information that: (a) becomes publicly available without breach of any obligation; (b) was already known to the Receiving Party; (c) is received from a third party without breach of any obligation; or (d) is independently developed by the Receiving Party.
The Receiving Party will take reasonable measures to prevent unauthorised disclosure of Confidential Information, limit access to those who need to know it, and not use or disclose it for any purpose outside the scope of the Contract. Either party may share Confidential Information with financial and legal advisors bound by equivalent confidentiality obligations.
The Receiving Party may disclose Confidential Information if required by law, provided it gives prior notice to the Disclosing Party where legally permitted.
21.1 Publicity
The Client grants us the right to use the Client’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential clients. The Client may opt out of this at any time by notifying their Partner.io representative or by emailing support@partner.io. We will remove the Client’s name and logo from any such materials within a reasonable timeframe following receipt of that request.
21.2 Force Majeure
Neither party will be liable for any failure or delay in performance caused by events beyond its reasonable control, including denial-of-service attacks, third-party hosting failures, strikes, fires, epidemics, pandemics, acts of God, war, terrorism and governmental action.
21.3 Relationship of the Parties
The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship. There are no third-party beneficiaries to the Contract.
21.4 Notices
All notices under the Contract will be by email or via the Services. Notices are deemed given the day after sending by email, or the same day if sent through the Services.
21.5 Modifications
We may change these Client Terms as our business evolves. We will notify the Client by email with reasonable notice before any change takes effect. The revised terms become effective only on the Client’s written acceptance.
21.6 Waiver
No failure or delay in exercising any right or remedy constitutes a waiver. No waiver is effective unless made in writing and signed by an authorised representative.
21.7 Severability
If any provision of the Contract is invalid or unenforceable, it will be modified to best achieve the original intent to the fullest extent permitted by law. If modification is not possible, the provision shall be deleted without affecting the remainder of the Contract.
21.8 Assignment
Neither party may assign its rights or obligations without the prior written consent of the other (not to be unreasonably withheld). Either party may assign the Contract in its entirety without consent in connection with a merger, acquisition or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.
21.9 Entire Agreement
The Contract, comprising these Client Terms, the User Terms of Service, the Acceptable Use Policy, and any Licence Agreement, constitutes the entire agreement between the parties and supersedes all prior agreements, proposals or representations relating to its subject matter. No terms in a Client purchase order or vendor onboarding process will be incorporated into the Contract.
21.10 Governing Law and Jurisdiction
The Contract and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Orange County, California, except that we may take proceedings against the Client in any other court of competent jurisdiction.
