User Agreement

Welcome to Partnify Pty Ltd. Partnify helps companies, which we refer to as Vendors, increase their revenue by connecting them with potential Partners. Partners earn commission by referring end users to these companies. As part of the solution Partnify also provides an ability for Vendors to manage their own partners and affiliates.

This User Agreement is effective as of August 1st 2017 and governs the terms under which you may access and use Partnify’s websites as a Partner or Vendor (for purposes of this User Agreement, “websites” includes www.partnify.com, app.partnify.com, our mobile websites, and our mobile applications), plugins and other code sets associated with others applications (such as WordPress) and the services associated with it (the “Service”). Do not access or use the Service if you do not agree to be bound by the User Agreement. By accessing and using the Service, you are agreeing to the User Agreement.

As used throughout this User Agreement, the terms “Partnify”, “we”, “us”, and “our” refer to Partnify Pty Ltd, an Australian business, together with its employees, consultants, directors, successors, subsidiaries, affiliates, and assignees. The terms “you” and “your” refer to users of the Service, whether in their capacity as Vendors, Partners, End Users or visitors to our websites.

Key Terms

These terms are used throughout this document.
Campaign: An event over a period of time that has a start and end date, assets such as images to promote the campaign and a commission payable via Partnify to the Partner.
Account: A secure webpage within the system used by either a Vendor or a Partner.
Assets: Digital items such as images used to promote the campaign.
Referral Event: A event that is tracked and reconciled to being generated as a consequence of the activity of a particular Partner.
Partners, Affiliate and Reseller: Those who promote the products of the Vendors.
Partner Widget: a piece of code location on the vendor’s website or other location that enables a user to become a partner of that Vendor.
Payout: An amount paid to a Partner as a commission pertaining to revenue or a valid campaign activity.
Company (Vendor): Those companies who offer campaigns using Partnify.
Marketplace: The name of the web application where Partners login to Partnify. Here they are presented with a number of vendors whose Partner Programs they can join.
Service Fee: A percentage charged by Partnify to the Company which is separate to the Partner Commission.
End Users: Those who sign up for a service via a Partner or directly via a Company.
Commission: A payment made by the Vendor via Partnify to the Partner.
Conversion Event: an activity performed by a End User that is created as a consequence of Partner activity.
Revenue: Amount billed by Vendor to End User.
Disputes: Commission Conflict between Vendor and Partner.
Non Circumvention: Not approaching a Partner or Vendor directly or indirectly in order to reduce or eliminate the Partnify Service Fee.
Seeded End User: A Partnify end user account created to ensure the integrity of the service.
User: Either a Partner or Vendor that may access this service.

1. Eligibility

You will not use the Partnify Website if you:
i. are not able to form legally binding contracts; or
ii. are under the age of 16; or
iii. a person barred from receiving and rendering services under the laws of Australia or other applicable jurisdiction; or
iv. are suspended from using the Partnify Website.
Subject to your local laws, a person over 15 but under 18 can use an adult’s account with the permission of the account holder. However, the account holder is responsible for everything done with that account.
We may, at our absolute discretion, refuse to register a person or corporate entity as a User.

2a. Using Partnify

While using the Partnify Website, you will not:
i. post content or items in inappropriate categories or areas on our websites and services;
ii. infringe any laws, third party rights or our policies
iii. circumvent or manipulate our fee structure, the billing process, or fees owed to Partnify;
iv. post false, inaccurate, misleading, defamatory or offensive content (including personal information);
v. take any action that may undermine the feedback or reputation systems (such as displaying, importing or exporting feedback information or using it for purposes unrelated to the Partnify Website);
vi. transfer your Partnify account and Username to another party without our consent;
vii. distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
viii. distribute viruses or any other technologies that may harm Partnify, the Website, or the interests or property of Partnify users (including their Intellectual Property Rights, privacy and publicity rights) or is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person;
ix. download and aggregate listings from our website for display with listings from other websites without our express written permission, “frame”, “mirror” or otherwise incorporate any part of the Website into any other website without our prior written authorisation;
x. attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by us in connection with the Partnify Website;
xi. copy, modify or distribute rights or content from the Partnify Website or Partnify’s copyrights and trademarks; or
xii. harvest or otherwise collect information about Users, including email addresses, without their consent.
xiii. Modify or alter any tracking codes are used in the delivery of the service.
xiv. Locate any Vendor asset or code of any description on any digital service that has unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person or topic;

2b. Using Partnify as a Vendor

While using the Partnify Website, you will:
As a Vendor maintain a current valid credit card.
Authorise Partner payments on not less than a monthly basis.
Unless explicitly declared by Partnify or by selection of a plan offered by Partnify, all people that signup via the Vendor widget or are imported by the Vendor will, upon logging into their partner site, gain visibility and the opportunity to join other vendor’s partner programs. Should the vendor close their account the partner will still have access to the marketplace.

2c. Using Partnify as a Partner

While using the Partnify Website, you will:
Acknowledge all commission payment are authorised and made by the vendor. Partnify only facilitates the payment of commission. As such Partners further acknowledge they have no claim against Partnify Pty Ltd if for any reason whatsoever payments cease.

3. Fees And Services

Partnify charges to Vendors a service fee of  upto 15% of the gross revenue of the vendor in addition to the Partner commission. For example, if the Campaign provides a commission of 20% of the revenue achieved via a Partner for 12 months then the total amount collected by Partnify from the Vendor would be 35% including the Partner commission.

4. Taxes

You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided. These taxes will be added to fees billed to you, if applicable.
As we are a company incorporated in Australia, all fees earned by us from Australian Users will be subject to a 10{922b85c14ab364ca9c15a78e721fda8bcc17bf9269cfb8e3c43054432e33ed45} Goods and Services Tax (GST) on all fees, which will be shown separately on all invoices.
You must also comply with your obligations under income tax provisions in your jurisdiction.

5. Payment Administration Agent

You acknowledge and agree that we may in our sole discretion, from time to time, appoint our related bodies corporate or a third party as our agent to accept or make payments (including merchant facilities) from or to Users on our behalf. Such a third party will have the same rights, powers and privileges that we have under this User Agreement and will be entitled to exercise or enforce their rights, powers and privileges as our agent or in their own name. In no event shall we be liable to any User for any loss, damage or liability resulting from the Payment Administration Agent’s negligence and/or acts beyond the authority given by Partnify.

6. Promotion

We may display your company or business name, logo, images or other media, and public description of your company and profile as part of the Partnify Services and/or other marketing materials relating to the Partnify Website, except where you have explicitly requested that we do not do this and we have agreed to such request.

7. Content

When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights (but no other rights) you have in the content, in any media known now or in the future.
You acknowledge and agree that: (1) we only act as a portal for the online distribution and publication of User content. We make no warranty that User content is actually made available on the Website. We have the right (but not the obligation) to take any action deemed appropriate by us with respect to your User content; (2) we have no responsibility or liability for the deletion or failure to store any content, whether or not the content was actually made available on the Website; and (3) any and all content submitted to the Website is subject to our approval. We may reject, approve or modify your User content at our sole discretion.
You represent and warrant that your content:
i. will not infringe upon or misappropriate any copyright, patent, trademark, trade secret, or other intellectual property right or proprietary right or right of publicity or privacy of any person;
ii. will not violate any law or regulation;
iii. will not be defamatory or trade libelous;
iv. will not be obscene or contain child pornography;
v. will not contain the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons
vi. will not contain material linked to terrorist activities
vii. will not include incomplete, false or inaccurate information about User or any other individual; and
viii. will not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
You acknowledge and agree that we may transfer your personal information to a related body corporate and your information may be transferred outside of Australia and the EEC-area. If you wish to withdraw your consent, you acknowledge and agree that we may be unable to provide you with access to the Website and Partnify Services and may close your Account.
Information on the Website may contain general information about legal, financial, health and other matters. The information is not advice, and should not be treated as such. You must not rely on the information on the Website as an alternative to professional advice. If you have specific questions about any matter you should consult your professional adviser.
We provide unmonitored access to third party content, including User feedback and articles with original content and opinions (or links to such third party content). We only act as a portal and have no liability based on, or related to, third party content on the Website, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline.
The Website may contain links to other third party websites. We do not control the websites to which we link from the Website. We do not endorse the content, products, services, practices, policies or performance of the websites we link to from the Website. Use of third party content, links to third party content and/or websites is at your risk.

 8. Communication With Other Users

You must not post your email address or other contact information on the Website, except in the “email” field of the signup form, at our request or as otherwise permitted by us on the Website.
Unless you have a prior relationship with a User, you must only communicate with Users via the Website, including by the inbox private messaging. Unless we provide a User’s contact information through a feature or function available through the Website, you must not, and must not attempt to, communicate with other Users through any other means such as email, telephone, Skype, ICQ, AIM, MSN Messenger, GTalk and Yahoo.

9. Right To Review

We may read all correspondence posted to the Website and download or access, and test (if necessary), all uploaded files, programs and websites related to your use of the Website for the purpose of investigating fraud and for risk management and related purposes.

10. User Services

Upon registering to this service and activating any campaigns and subsequently a Partner promoting a campaign, the Vendor and Partner will be deemed to have entered into a User Agreement. You must ensure that you are aware of any domestic laws (including common law), international laws, statutes, ordinances and regulations relevant to you as a Partners or Vendors, or in any other uses you make of the Website.
If another User breaches any obligation to you, you are solely responsible for enforcing any rights that you may have. For the avoidance of doubt, we have no responsibility for enforcing any rights under a User Contract.
Depending on their jurisdiction, Partners and Vendors may have rights under statutory warranties that cannot lawfully be excluded. Nothing in this User Agreement is intended to override a right that by applicable law may not be excluded.
Each User acknowledges and agrees that the relationship between Partners and Vendors is that of an independent contractor. Nothing in this User Agreement creates a partnership, joint venture, agency or employment relationship between Users. Nothing in this User Agreement shall in any way be construed as forming a joint venture, partnership or an employer-employee relationship between Partnify and the User.

11. Funds

If you are a Partner, you may have funds if you have successfully completed a conversion event and funds have been released to you. There are also circumstances where funds will have been credited to your Account in relation to an affiliate program or a referral program.
Funds in your Account are held by us in our operating accounts held with reputable financial institutions. Funds in your Account are not held separately by us and may be commingled with our general operating funds and funds of other User’s Accounts.
You are not entitled to any interest, or other earnings for funds that are in your Account.
We may receive interest on funds held by us in our operating accounts (which may include funds in your Account) from financial institutions with whom we hold our operating accounts. Any such interest earned belongs to us and we will not be liable to any User for any imputed interest on such funds.
If your Account has a negative amount of funds, we may:
i. set-off the negative amount of funds with funds that you subsequently receive into your Account;
ii. if you have funds in multiple currencies in your Account and one of the currencies becomes negative for any reason, we may set-off the negative amount against funds you maintain in a different currency balance (at an exchange rate applied by us);
iii. reverse payments you have made from your Account to other User Accounts on the Website;
iv. deduct amounts you owe us from money you subsequently add or receive into your Account; or
v. immediately suspend or limit your Account until such time as your Account no longer has a negative amount.
In the event that we offset a negative amount of funds pursuant to this section, it may be bundled with another debit coming out of your Account.
We reserve the right to collect any funds owed to us by any other legal means.
You acknowledge and agree that:
i. we are not a bank or other licensed financial institution and do not provide banking services or any financial services to you;
ii. the funds shown in your Account represents our unsecured obligations to you with respect to your rights to direct us to make payment in relation to the purchase and sale of Vendor Services through the Website and provision of the Partnify Services;
iii. to the extent that we are required to release funds from your Account to you, you will become our unsecured creditor until such funds are paid to you;
iv. we are not acting as a trustee or fiduciary with respect to such funds or payments;
v. the amount of funds showing in your Account is not insured and is not a guaranteed deposit;
vi. funds may only be loaded into your Account, or released from your Account, by us and you must only use the mechanisms available on the Website to pay for, or receive funds in respect of Vendor Services;
vii. we will hold funds in respect of the amount of your Account in an account held by us with a financial institution (or in any manner that we decide in our sole discretion from time to time) and such funds are not segregated into a separate account; and
viii. we may commingle your funds with funds of other User’s and our own funds and such commingled funds could be used to pay other Users or for our general corporate purposes or otherwise, however, we will remain obliged to release or refund funds at your direction in accordance with this User Agreement.
ix. collection of Redeemed Funds. All funds that are not collected within 30 days from the nominated PayPal account will automatically be return to the partners account as a credit for collection at a later stage by the Partner.

12. Limits & Fraud Prevention

We reserve the right to suspend a Partner withdrawal request if the source of the funds is suspected to be fraudulent.
If we become aware that any funds received into an Account from another Account as a result of a fraudulent transaction it will be reversed immediately. If those funds have already been released to you, you must pay the funds into your Account. If you do not do so, we may suspend, limit or cancel your account, or take action against you to recover those funds.
We may, in our sole discretion, place a limit on any or all of the funds in your Account (thereby preventing any use of the funds) if:
i. we believe there may be a high level of risk associated with you, your Account, or any or all of your transactions, including if we believe that there is a risk that such funds will be subject to reversal or chargeback;
ii. we believe that the beneficiary of the payment is someone other than you;
iii. we believe that the payment is being made to a country where we do not offer our Service; or
iv. we are required to do so by law.
v. the minimum amount that a partner may withdraw at any time is $20.00.
If you are involved in a dispute, we may (in certain circumstances) place a temporary limit on the funds in your Account to cover the amount of any potential liability. If the dispute is resolved in your favour, we will lift the limit on your funds and those funds may be released to you. If the dispute is not resolved in your favour, we may remove the funds from your Account.

13. Non Circumvention

The Partner and Vendor are not to attempt to circumvent Partnify for a period of not less than 24 months after the last transaction date.
You may opt-out of this obligation with respect to each Partner-Vendor relationship only if Vendor or prospective Vendor or Partner pays Partnifty for each such relationship:

(a) an “Opt-Out Fee” computed to be the greater of the following amounts:

(i) $5,000; or

(ii) 15{922b85c14ab364ca9c15a78e721fda8bcc17bf9269cfb8e3c43054432e33ed45} of the cost to the Partner revenue in the Partnify relationship during the Non-Circumvention Period, as estimated in good faith by the prospective Parner; or

(iii) all Service Fees that would be earned by Partnify during the Non-Circumvention Period, computed based on the annualized amount earned by Partner from Vendor during the most recent normalized 8-week period, or during such shorter period as data is available to Partnify; and

(b) interest at the rate of 18{922b85c14ab364ca9c15a78e721fda8bcc17bf9269cfb8e3c43054432e33ed45} per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Vendor first makes payment to the subject Partner until the date the Opt-Out Fee is paid.

To pay the Opt-Out Fee, you must request instructions by sending an email message to support@partnify.com.

Except if you pay the Opt-Out Fee, you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:

Submit proposals or solicit parties identified through the Site to contact, hire, work with, or pay outside the Site.
Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
You agree to notify Partnify immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report toPartnify by sending an email message to: support@partnify.com.

If you refuse to accept any new version of the Terms of Use or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.

14. Withdrawals

Withdrawals may be delayed for up to fifteen days where our fraud prevention policies dictate that a delay is required.
For Partners we impose a minimum withdrawal amount for funds earned. This is currently US$20.00 and maybe changed at any time without notice.
Collection of Redeemed Funds. All funds that are not collected within 30 days from the nominated PayPal account will automatically be returned to the partners account as a credit for collection at a later stage by the Partner.

15. Chargebacks

A chargeback (being a challenge to a payment that a Vendor files directly with their credit card issuer) and a reversal instruction is made by the payment product issuer or third parties (such as payment processors) and not by us. We are bound to follow their instructions.
You acknowledge and agree that no funds will be released to Partners until those chargebacks are resolved to the satisfaction of Partnify.
You acknowledge and agree that we will be entitled to recover chargebacks and reversals that may be imposed on us by a payment product issuer or third parties (such as payment processors) on funds paid to you by Buyers through the Website.
You agree that we may reverse any such payments made to you, which are subject to chargeback or reversal instruction via your payment product issuer or third parties (such as payment processors).

16. Other Charges

Partnify is not responsible for any fees or charges that may be imposed by the financial institutions associated with your Payment Instruments. Partnify is not responsible for any such fees, nor are we responsible for non-sufficient funds charges, chargeback fees, or other similar charges that might be imposed on you by your bank, credit card issuer, or other provider in connection with your use of the Service.

17. Inactive Accounts

We reserve the right to close an Inactive Account. These are accounts that have not been accessed in the previous 12 months. Any account balance with be cancelled at the time of the cancellation.
We reserve the right to close an account with nil or negative funds.

18. Right To Refuse Service

We may close, suspend or limit your access to your Account without reason. Without limiting the foregoing, we may close, suspend or limit your access to your Account:
i. if we determine that you have breached, or are acting in breach of, this User Agreement;
ii. if we determine that you have breached legal liabilities (actual or potential), including infringing someone else’s Intellectual Property Rights;
iii. if we determine that you have engaged, or are engaging, in fraudulent, or illegal activities;
iv. you do not respond to account verification requests;
v. you do not complete account verification when requested within 3 months of the date of request;
vi. you are the subject of a United Nations, Australian, EU or USA sanctions regime, or our banking and payment relationships otherwise preclude us from conducting business with you;
vii. to manage any risk of loss to us, a User, or any other person; or
viii. for other similar reasons.
If we close your Account due to your breach of this User Agreement, you may also become liable for certain fees as described in this User Agreement.
Without limiting our other remedies, to the extent you have breached this User Agreement, you must pay us all fees owed to us and reimburse us for all losses and costs (including any and all of our employee time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.
You acknowledge and agree that: (1) the damages that we will sustain as a result of your breach of this User Agreement will be substantial and will potentially include (without limitation) fines and other related expenses imposed on us by our payment processors and Users and that those damages may be extremely difficult and impracticable to ascertain; (2) if you breach this User Agreement, we may fine you up to US$3,000 for each breach and/or we may take legal action against you to recover losses that are in excess of the fine amount; (3) a fine of up to US$3,000 is a presently reasonable pre-estimate or minimum estimate of our damages, considering all currently existing circumstances, including (without limitation) the relationship of the sum to the range of harm to us that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult; and (4) we may release the entire (or part of the) amount of the fine from your Account to us.
If we close your Account for a reason other than as a result of your breach of this User Agreement, unless as otherwise specified in this User Agreement, you will be entitled to receive any payment due from us to you.
In the event that we close your Account, you will have no claim whatsoever against us in respect of any such suspension or termination of your Account.

19. Other Disputes With Users

You acknowledge and agree that in the event that a dispute arises between you and another User in relation to any activity that you will first attempt to resolve any differences that you have in relation to such Project, including in relation to the quality of the services provided.
If you continue to have any difficulties or problems in relation to a dispute with another User in relation to a project we encourage you to contact us as set out in the Clause entitled “Contacting us”.
Partnify will have full rights and powers to make a determination for all such disputes. Upon receipt of a dispute, Partnify shall have the right to request the Partner and the Vendor to provide documentation in support of their claim or position in relation to the dispute. You agree that Partnify has absolute discretion to accept or reject any document provided. You also acknowledge that Partnify is not a judicial or alternative dispute resolution institution and that we will make the determinations only as an ordinary reasonable person. In addition, we do not warrant that the documents provided by the parties to the dispute will be true, complete or correct and you agree to indemnify and (to the maximum extent permitted by law) hold Partnify and any of our affiliates harmless against any damages or liability you may suffer as a result of any documentation or material subsequently being found to be false or misleading.
In relation to disputes with any other users of the Website, you hereby agree to indemnify Partnify from any and all claims, demands, and damages, actual and consequential, of every kind and nature, known and unknown, that is related to such a dispute, our determinations or the use of the Milestone Dispute Resolution Services for Milestone Payments and/or for Other Disputes.

20. Disputes With Us

If a dispute arises between you and Partnify, our goal is to address your concerns and, if we are unable to do so to your satisfaction, to provide you with a means of resolving the dispute quickly. We strongly encourage you to first contact us directly to seek a resolution by emailing us at support@partnify.com.
For any claim, Partnify may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If Partnify elects arbitration, such arbitration will be initiated through an established alternative dispute resolution (ADR) provider, which is to be selected by you from a panel of ADR providers that Partnify will provide to you. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
All claims you bring against Partnify must be resolved in accordance with the terms of this Agreement. All claims filed or brought contrary to this Agreement shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to the terms of this Agreement, Partnify may recover its legal fees and costs (including in-house lawyers and paralegals), provided that Partnify has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
If any proceeding by or against you is commenced under any provision of any bankruptcy or insolvency law, Partnify will be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this Agreement.
Partnify’s failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

21. Currencies

The operating currency of Partnify is the US dollar. All charges from Vendors and payments to Partners are made in US dollars.
You are responsible for all risks associated with converting and maintaining funds in various available currencies, including but not limited to the risk that the value of these funds will fluctuate as exchange rates change, which could result in decreases in the value of your funds in aggregate.

22. Release

If you have a dispute with one or more Users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

23. Access and Interference

You agree that you will not use any robot, spider, scraper or other automated means to access the Partnify Website for any purpose without our express written permission.
Additionally, you agree that you will not:
i. take any action that imposes or may impose (in our sole discretion, exercised reasonably) an unreasonable or disproportionately large load on our infrastructure;
ii. interfere with, damage, manipulate, disrupt, disable, modify, overburden, or impair any device, software system or network connected to or used (by you or us) in relation to the Partnify Website or your Account, or assist any other person to do any of these things, or take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
iii. copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from the website’s without the prior express written permission of Partnify and the appropriate third party, as applicable;
iv. By creating a campaign, a Vendor grants permission to users to publish or publically display that campaign content of Partner website.
v. interfere or attempt to interfere with the proper working of the website’s, services or tools, or any activities conducted on or with the website’s, services or tools; or
vi. bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Website.
vii. Not user any robot or spider for any aspect of the promotion of a campaign.

24. Closing Your Account

You may close your Account at any time. To cancel and account email support@partnify.com. Account closure is subject to:
i. not having any outstanding campaigns on the Website; and
ii. resolving any outstanding matters (such as a suspension or restriction on your Account); and
iii. paying any outstanding fees owing on the Account.

25. Privacy

We use your information as described in the Partnify Privacy Policy. If you object to your information being transferred or used in this way, then you may not use our services.

26. Indemnity

You will indemnify us (and our officers, directors, agents, subsidiaries, joint venturers and employees) against any claim or demand, including legal fees and costs, made against us by any third party due to or arising out of your breach of this Agreement, or your infringement of any law or the rights of a third party in the course of using the Partnify Website and Partnify Services.
In addition, we can apply any funds in your Account against any liabilities you owe to us or loss suffered by us as a result of your non-performance or breach of this User Agreement.

27. Security

You must immediately notify us upon becoming aware of any unauthorised access or any other security breach to the Website, your Account or the Partnify Services and do everything possible to mitigate the unauthorised access or security breach (including preserving evidence and notifying appropriate authorities). You are solely responsible for securing your password. We will not be liable for any loss or damage arising from unauthorised access of your account resulting from your failure to secure your password.

28. No Warranty As To Each User’s Purported Identity

Because User identification on the internet is difficult, we cannot and do not confirm each User’s purported identity. We may provide information about a User, such as a strength or risk score, geographical location, or third party background check or verification of identity or credentials. However, such information is based solely on data that the User submits and we provide such information solely for the convenience of Users and the provision of such information is not an introduction, endorsement or recommendation by us.

29. No Warranty As To Content On The Website

The Website is a dynamic time-sensitive website. As such, information on the Website will change frequently. It is possible that some information could be considered offensive, harmful, inaccurate or misleading or mislabelled or deceptively labelled accidentally by us or accidentally or purposefully by a third party.
Our Services, the Website and all content on it are provided on an ‘as is’, ‘with all faults’ and ‘as available’ basis and without warranties of any kind either express or implied. Without limiting the foregoing, we make no representation or warranty about:
i. the Website or any content or Partnify Services;
ii. the accuracy, reliability, availability, veracity, timeliness or content of the Website or any Vendor Services or Partnify Services;
iii. whether the Website or Vendor Services or Partnify Services will be up-to-date, uninterrupted, secure, error-free or non-misleading;
iv. whether defects in the Website will be corrected;
v. whether the Website, the Vendor Services or the Partnify Services or any data, content or material will be backed up or whether business continuity arrangements are in place in respect of the Website, Vendor Services or Partnify Services;
vi. any third party agreements or any guarantee of business gained by you through the Website, Vendor Services or Partnify Services or us; or
vii. the Website, Vendor Services or Partnify Services or infrastructure on which they are based, being error or malicious code free, secure, confidential or performing at any particular standard or having any particular function.
To the extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, quality, suitability and non-infringement.

30. Limitation Of Liability

THE SERVICE AND SOFTWARE, IF APPLICABLE, IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR SUBSIDIARIES, EMPLOYEES, SUPPLIERS, VENDORS, AND SERVICE PROVIDERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

In no event shall we, our related entities, our affiliates or staff be liable, whether in contract, warranty, tort (including negligence), or any other form of liability, for:
i. any indirect, special, incidental or consequential damages that may be incurred by you;
ii. any loss of income, business or profits (whether direct or indirect) that may be incurred by you;
iii. any claim, damage, or loss which may be incurred by you as a result of any of your transactions involving the Website.
The limitations on our liability to you above shall apply whether or not we, our related entities, our affiliates or staff have been advised of the possibility of such losses or damages arising.
Notwithstanding the above provisions, nothing in this User Agreement is intended to limit or exclude any liability on the part of us and our affiliates and related entities where and to the extent that applicable law prohibits such exclusion or limitation including those within the Competition and Consumer Act 2010 and relevant state fair trading legislation.
To the extent that we are able to limit the remedies available under this User Agreement, we expressly limit our liability for breach of a non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at our sole discretion) to the supply of the Partnify services again or the payment of the cost of having the Partnify services supplied again.

31. Jurisdiction Limitations

As some jurisdictions do not allow some of the exclusions or limitations as established above, some of these exclusions or limitations may not apply to you. In that event, the liability will be limited as far as legally possible under the applicable legislation.

32. Bar To Action

We may plead this User Agreement in bar to any claim, action, proceeding or suit brought by you, against us for any matter arising out of any transaction or otherwise in respect of this User Agreement.

33. No Class Actions

You and we agree that you and we will only be permitted to bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and we agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. In addition, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favour of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other Users.

34. Partnify’s Intellectual Property

You acknowledge that the Service, including but not limited to the content of our websites, text, graphics, links, buttons, logos, and images, as well as all other Partnify patents, copyrights, trademarks, trade secrets, service marks, logos, and product and service names are owned exclusively by Partnify (the “Partnify Intellectual Property”). You agree not to display, use, copy, or modify the Partnify Intellectual Property in any manner. You are authorized solely to view and retain a copy of the pages of our websites for your own personal, non-commercial use. You further agree not to: (i) engage in or use any automated devices, data mining, robots, scraping or similar data gathering or extraction methods to access or use the Service; (ii) modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service, in whole or in part, except that the foregoing does not apply to the information that you legally upload to the Service; (iii) remove or alter any author, trademark or other proprietary notice or legend displayed on our websites (or printed pages thereof); or (iv) infringe Partnify’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy.

35. Notices

Legal notices must be served on Partnify (in the case of Partnify) or to the email address you provide to Partnify during the registration process (in your case). Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid or that the email has not been delivered. Alternatively, we may give you legal notice by mail to the address provided by you during the registration process. In such case, notice will be deemed given three days after the date of mailing.
Any notices to Partnify must be given by registered ordinary post (or if posted to or from a place outside Australia, by registered airmail).

36. Law And Forum For Legal Disputes

This Agreement will be governed in all respects by the laws of Victoria, Australia. We encourage you to try and resolve disputes using certified mediation (such as online dispute resolution processes). If a dispute cannot be resolved then you and Partnify irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria, Australia.

37. Severability

The provisions of this User Agreement are severable, and if any provision of this User Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforced. This Agreement may be assigned by us to an associated entity at any time, or to a third party without your consent in the event of a sale or other transfer of some or all of our assets. In the event of any sale or transfer you will remain bound by this User Agreement.

38. Interpretation

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

39. No Waiver

Our failure to act with respect to an anticipated or actual breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Nothing in this section shall exclude or restrict your liability arising out of fraud or fraudulent misrepresentation.

40. Communications

You consent to receive notices and information from us in respect of the Website and Services by electronic communication. You may withdraw this consent at any time, but if you do so we may choose to suspend or close your Account.

41. Additional Terms

It is important to read and understand all our policies as they provide the rules for using the Partnify website. In addition, there may be specific policies or rules that apply, and it is your responsibility to check our Help pages and policies to make sure you comply. Our policies, including all policies referenced in them, are part of this Agreement and provide additional terms and conditions related to specific services offered on our websites, including but not limited to: * Privacy Policy
Each of these policies may be changed from time to time. Changes take effect when we post them on the Partnify website. When using particular services on our website, you are subject to any posted policies or rules applicable to services you use through the website, which may be posted from time to time. All such policies or rules are incorporated into this User Agreement.

42. General

Partnify Pty Limited is located at 4 Brighton Street Richmond VIC 3121, Australia.

43. Feedback

If you have any questions about this User Agreement or if you wish to report breaches of this User Agreement, please contact us by email: support@partnify.com.