PartnerBoost Terms of Use


Last updated: February 25, 2022

Please read these terms and conditions carefully before using Our Service.

These Terms and Conditions of Use (T&Cs) apply when you visit the website at https://www.partnerboost.com/ operated by PERFORMDTC INC,a company incorporated in United States("PartnerBoost", "us", "we") of 200 CONTINENTAL DRIVE, STE 401 RM434, NEWARK, DE 19713.

Your access to and use of the Website, is subject to these T&Cs. If you disagree with any part of these T&Cs, you must cease usage of the website, or any services, immediately. By accessing or using the Website you acknowledge and agree to be bound by these T&Cs. If you are under 18 years of age, then you must obtain your parent or guardian's consent before accessing and using the Website.

"AS IS" and "AS AVAILABLE" Disclaimer

The information contained on the Website is provided in good faith on an "as is" basis. PartnerBoost does not represent or warrant the reliability, accuracy or completeness of the information contained on the Website. To the extent permitted by law, PartnerBoost is not responsible or liable for any Liabilities arising in any way for errors in, or omissions from, the information on the Website.

Acknowledgment

These are the Terms of Use governing the use of this service and the agreement that operates between brands, publishers, and PartnerBoost. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service, you agree to be bound by these Terms and Conditions. If you disagree with any part of these Terms and Conditions, then you may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

RegistrationData and Account Security

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to PartnerBoost , to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.

Provision and Use

Subject to the Brand compliance of SET-UP policy, the Company will provide to the Brands:the Services; access to the Interface; and updates to the Tracking Code it makes generally available.During the Term, the Brand will:

  • provide the Company the Brand materials.
  • ensure any Brand Materials shall be legally compliant in every respect associated with the advertisement, age group, and industry, including but not limited to being truthful, non-deceptive, and substantiated. If the Brand provides marketing guidelines to the Company, the Company may approve on behalf of the Brand advertising content prepared by a Participating Publisher in accordance with those guidelines, provided that the Company shall assume no liability for material reasonably approved in compliance with those guidelines.promptly select and approve Brand to act as Participating Brand.
  • promptly select and approve Brand to act as Participating Brand.
  • maintain the proper integration of the Tracking Code into the Brand URLs, including any updates, in accordance with the Company's Tracking Policy.
  • use all reasonable efforts to inform the Company, in advance where possible, of any circumstances likely to prevent the Tracking Code accurately recording Actions.
  • provide the Company any information, assistance or access reasonably requested to enable the supply of the Services.
  • ensure any information it provides to the Company is accurate and up to date.
  • notify the Company of any actual (and to the extent possible, anticipated) downtime of any of the Brand URLs.


Managing Account and Uploading Content

You understand that except for as expressly provided in your service agreement with us, the Service and Site may not be used by you for commercial purposes. You represent, warrant, and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatoryor otherwise unlawful material.

In addition, you agree not to use the Service or Site to:

  1. harvest or collect email addresses or other contact information of other users from the Service or Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications.
  2. use the Service or Site in any unlawful manner or in any other manner that could damage, disable,overburdenor impair the Site.
  3. use automated scripts to collect information from or otherwise interact with the Service or Site.
  4. upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable.
  5. upload, post, transmit, share, store or otherwise make available any videos other than those they are to be used expressly pursuant to and compliant with your service agreement with us.
  6. register for a user account on behalf of an individual other thanyourself, orregister any group or entity unless you are expressly authorized to do so.
  7. impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity
  8. upload, post, transmit,share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other illegal or unethical form of solicitation.
  9. upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers.
  10. solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes.
  11. upload, post, transmit, share or otherwise make available any material that contains softwareviruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment .
  12. intimidate or harass another.
  13. upload, post, transmit, share, store or otherwise make available content that would constitute,encourageor provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law.
  14. use or attempt to use another’s account,service or system without authorization from PartnerBoost, or create a false identity on the Service or Site. upload, post, transmit, share, store or otherwise make available content that, in the sole judgment ofPartnerBoost, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may exposePartnerBoost or its users to any harm or liability of any type.


Without limiting any of the foregoing, you also agree to abide by ourPartnerBoost Code of Conduct that provides further information regarding the authorized conduct of users on the Site.

You are solely responsible for the profiles, messages, notes, text, information, advertisements, listings, and other content that you upload, publish or display (hereinafter, “post”) on or through the services or the Site, or transmit to or share with other Members (collectively the “Member Content”). You may not post, transmit, or share Member Content on the Site or Service that you did not create or that you do not have permission to post. You understand and agree that PartnerBoost may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or Member Content in its sole discretion, for any reason or no reason, including Member Content that in the sole judgment of PartnerBoost violates this Agreement or any other agreement that governs your use of the Service or Site, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any Member Content you post or store on the Site or provide to the PartnerBoost.

Services to be provided under Campaigns will be provided by the Company for the period, budget and other terms set out in writing, agreed by the Brand and Company from time to time. The Brand will provide the Company any Brand Materials relevant to the Program or Campaign as applicable.

The Company will: suggest appropriate Participating Publishers; and on the Brand’s request: (a) prevent any Publisher from acting as a Participating Publisher; and (b) use reasonable efforts to procure Participating Publisher remove Brand Materials or Links from Publisher Websites.

The Brand will:

  1. permit Publishers to market the Brands and its Products and inform Participating Publishers of any: (a) information relevant to the promotion of the Brands or any Products; (b) Advertising Standards applicable to the promotion of the Products or the Brands; (c) Brands Materials which are directed to children; (d) terms and conditions, or other requirements, applied by the Brands to the promotion of the Brands or any Products from time to time.
  2. alert the Company in writing to any Brand Materials directed to children or related to a child-directed or mixed-use application or website as described in COPPA.
  3. inform the Company of any complaints made to the Brand in respect of any Participating Publisher.
  4. comply with any terms and conditions, or other requirements, applied by a Participating Publisher to its promotion of the Brand or any Products from time to time.

Any terms and conditions, or other requirements, applied by the Brand to the promotion of the Brand or any Products shall be subject to the terms of this Agreement.

The Brand may not reject Publishers which are permitted to promote the Brand on other publisher marketing networks in the Country, or as part of an in-house or personal publisher marketing campaign or program.

The Brand may delegate the day-to-day operation of Campaigns and Programs to a third party on written notice to the Company, provided that the Brand shall remain primarily liable for the acts or omissions of that third party.

Sales, Tracking, and Claimed Cases

Whenever services are available for purchase fromPartnerBoost , the services shall include specific terms, conditions, and policies applicable to your purchase of services from PartnerBoost(“Terms ofSale ”). By ordering services from PartnerBoost through the Site, you agree to be bound by and accept the applicable Terms of Sale. The Terms of Sale are subject to change without prior notice at any time, in PartnerBoostsole discretion so you should review the Terms of Sale each time you make a purchase.

You are solely responsible for your interactions with other Members. We reserve the right, but have no obligation, to monitor disputes between you and other Members.

The Tracking Code and Tracking Policy will be the sole basis for recording and determining Actions and Commissions.

Each Transaction and Lead will be deemed to have been approved by the Brand at the end of the respective pending sales period (“Pending Sales Period”), unless declined in accordance with The Pending Sales Period Policy below.

The Pending Sales Period is by default set to zero and may be adjusted by the Brand on prior written notice to the Company. Where applicable, the Brand shall use all reasonable efforts to review Transactions and Leads within the Pending Sales Period. Within the Pending Sales Period, the Brand may only decline:

  1. a percentage of the purchase price of the Product(s) subject of the Approved Transaction, as set out on the Interface.
  2. or a fixed amount, irrespective of the purchase price of the Product(s) subject of the standard terms of PartnerBoost Approved Transaction, as set out on the Interface.

The Brand agrees and acknowledges that it has no right whatsoever to recover from the Company or any Participating Publisher any Fees or Commissions paid to the Company in respect of Approved Transactions or Approved Leads (including those deemed approved, or any Clicks or Ad Impressions. The Brand hereby waives and releases the Company and any Participating Publisher from any claims the Brandmay have for recovery of paid Fees or Commissions.

The amount of any Commissions is as displayed on the Interface. CPA Commissions in respect of Approved Transactions will be determined as either:

  1. Transactions which the Brand can evidence to the Company’s reasonable satisfaction were cancelled in accordance with applicable statutory consumer rights of cancellation or terms of business.
  2. Transactions andLeads which the Brand can evidence to the Company’s reasonable satisfaction were: (a) generated in breach of any terms and conditions, or other requirements, applied by the Brand to the promotion of the Brand or any Products; or (b) the result of a fraud committed by a Participating Publisher.

The Brand may commit to pay additional Commissions, on terms set out on the Interface. The Brand may commit to pay Bonuses, at terms set out on the Interface. The Company will remit the applicable payment to the respective Participating Publisher to whom the Approved Transaction, Approved Lead, Click or Ad Impression is attributed, or to whom the Bonus is due. This payment may be subject to the prior payment of Commission from the Brands . The Brand may vary the Commission on a go-forward basis by using the Interface or by written request to the Company personnel. Commissions and Bonuses applicable to past Actions or other historic marketing activity may not be varied. The Brand will be bound to pay the Commission as varied, regardless of whether such variations were made by the Brand or on its behalf, for any all Actions made after the time of variation. Any variations to the Commission are made by operation of this Agreement and do not constitute any amendment to this Agreement or the entry of any additional agreement.

The Commission may not be less than the equivalent commission offered by the Brand on other publisher marketing networks in the Country, or in-house or personal publisher marketing programs. Any measures to prevent or reduce the amount of any Commission, Network Fee or Bonus incurred or payable in respect of an Action, which are implemented on the basis that the Visitor subject of the Action also visited the Brand URL through non-Network sales channels or sources of web traffic, are referred to as “Deduplication”. The basis for Deduplication shall be provided to the Company in reasonable time in advance of their implementation.

Brands may change the amount of Commission offered on notice to Publishers. Deduplication is subject to any conflicting provisions in this Agreement and the Tracking Policy. Deduplication may not be implemented on the basis that, within the Tracking Period, the Visitor subject of the Action also visited the Brand URL: 1)by typing the Brand URL into a web browser; 2) by following links appearing in (a) organic search results; (b) paid-for results of searches on the Brand’s brand names; (c) organic social media; (d) price comparison websites; 3) as a result of internal email marketing or newsletters; 4) as a result of the retargeting of that Visitor: (a) by email; (b) by telephone; (c) by interstitial or pop-up; or (d) while at the Brand URL, as a result that Visitor’s behavior.

PartnerBoost is not liable for any conflict between brands and publishers, including deduplication and bonus payment.

For Claimed Cases, the Brand shall use all reasonable efforts to approve Claimed Actions within the Pending Sales Period for Claimed Actions.

The Brand must approve Claimed Actions in good faith and: 1) having regard to any information provided by a Participating Publisher to demonstrate the Claimed Actions ought to have been approved by the Brand under Tracking Policy; and 2) in a manner consistent with its historic approach to the approval or decline of Transactions, Leads or Claimed Actions of that type, unless reasonable advance notice is given to Participating Publishers.

The Brand may only decline: 1) Claimed Transactions which the Brand can evidence to the Company’s reasonable satisfaction were cancelled in accordance with applicable statutory consumer rights of cancellation or terms of business; or 2) Claimed Actions which the Brand can evidence to the Company’s reasonable satisfaction were: (a) generated in breach of any terms and conditions, or other requirements, applied by the Brand to the promotion of the Brand or any Products; or (b) the result of a fraud committed by a Participating Publisher.

Claimed Actions will be deemed to have been approved by the Brand at the end of the respective Validation Period for Claimed Actions, unless declined in accordance with this clause.

Intellectual Property, Confidentiality, and Data Protection
The Brand hereby grants to the Company anon-exclusive, transferable, royalty-free, worldwide license to publish the BrandMaterials on the Interface and to use theBrandMaterialsto: 1) operatethe Network; 2) enable Participating Publishers to market the Brand and its Products; 3) market its business, with the Brand’s prior consent; 4) otherwise carry on its website traffic, consumer behavior tracking and transaction reporting business from time to time.

The Company may grant sublicenses of the license to Participating Publishers to the extent necessary to enable Participating Publishers to market the Brand and its Products on the Network. A sublicense granted to a Publisher Network under this policy shall be further sub-licensable by the Participating Publisher to Sub-Publishers on terms equivalent to this policy. A sublicense granted by a Publisher Network under this policy shall not be capable of further sublicense by the Sub-Publisher without the Brand’s prior written consent.

The Company hereby grants to the Brand a non-exclusive , non-sublicensable, non-transferable, royalty free worldwide license to:1) use the Tracking Code on theBrandURLs; and 2) use the Interface; to the extent necessary for the Brand to participate in the Network and perform its obligations under this Agreement.

The Brand will not, and will not attempt to, change, reverse engineer or create derivative works of the Interface or the Tracking Code. Each party reserves all of its right, title and interest to any of its Intellectual Property Rights licensed under this policy, or which it creates under this Agreement.

The Brand will indemnify, defend and hold harmless the Company and any of its Group Companies (including their directors, employees, agents or contractors), from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against the Company arising out of or related in any way to the Company’s, or any Participating Publisher’s , use of the Brand Materials in accordance with this Agreement.

For Confidentiality, each party will only use Confidential Information to enjoy its rights or comply with its obligations under this Agreement. Save as set out in this Agreement, neither party will disclose any Confidential Information. Confidential Information shall be kept confidential .The obligations of confidentiality in this Agreement will not apply to Confidential Information to the extent it: 1) is in the public domain (other than as a result of a breach of this Agreement; 2) can be demonstrated as having been independently developed by the receiving party; 3) is published on the Interface in the receipt or provision of the Services in accordance with this Agreement; 4) is required to be disclosed by law or a court order. The Company may disclose Confidential Information to Group Companies.

For Data Protection, the Company and the Brand will comply with all respective legal obligations under Data Regulation. Each party will provide the other party any co-operation reasonably requested to enable the other party’s compliance with this policy. The Company and the Brand will each comply with any data processing agreement or arrangement enteredby them in connection with Personal Data published under this Agreement. The Brand shall not use any reports generated by use of the Interface to create Visitor profiles, as defined under GDPR where applicable. The Brand will not do or omit to do any act which may cause the Company to be in breach of any of its obligations under the Data Regulations. The Brandwill, on behalf of the Company to comply withePrivacy, obtain the prior, freely-given , specific, informed, unambiguous and revocable consent of Visitors and other users of Brand URLs to cookies or other tracking technologies of the Company served under this Agreement.

Invoice and Payment

The amount of the Network Fee is as set out in the Interface. Network Fees are payable in addition to Commissions or Bonuses on which they are based.

The Brand will pay the Company, without deduction or set-off:

  1. the Set-Up Fee and the Monthly Minimum Maintenance Fee.
  2. the Network Fees and Commissions in respect of each Approved Transaction, Approved Lead, Clicks or one thousand Ad Impressions.
  3. the Bonuses due
  4. the Reintegration Fee in respect of each

During any period of Brand Downtime, the Network Fees, Bonuses and Commission will be determined by the Company, having regard to the average value of Fees and Commission payable by the Brand (including, where applicable the average value of Fees and Commission payable by the Brand during equivalent periods in previous years).

For Pre-paymentAmount, on the Effective Date the Company will request payment from the Brand of the Pre-payment Amount and the Set-Up Fee in advance, which shall be paid by the Brandimmediately (unless agreed otherwise). TheBrand will pay the Set-Up Fee and the initial Pre-payment Amount upon registration to the Network using the methods specified on the Interface.

The Brand will be required to replenish the Prepayment Amount periodically whenthe remaining amount is not enough to pay. In settlement of the Minimum Maintenance Fee, the Company will deduct the Minimum Maintenance Fee from the Pre-payment Amounton a monthly basis, as well as the Network Fee generated by the Brand in the previous calendar month.

In settlement of the Network Fees and Commissions, the Company will deduct from the Pre-payment Amount the Network Fees and Commissions in respect of: 1) Transactions and Leads, on their approval (or deemed approval) in accordance with clause 5; and 2) Clicks or one thousand Ad Impressions, immediately. On the agreement of the Bonus, the Company will deduct the Bonus from the Pre-payment Amount in settlement of the Bonus; 3)No interest is payable in respect of the Pre-payment Amount held by the Company; The Pre-payment Amount may be varied by written agreement.

Without prejudice to the Company’s other rights or remedies, if theBrand fails to make any payment when due under this Agreement or any Additional Country Agreement:

  1. any discounts applied will be lost and all Fees will revert to the standard rates.
  2. the Company may charge, from the due date for payment until payment is made (whether before or after any judgment), and Brandshall pay immediately on demand: (i) interest on such sums from the due date for payment at the rate of 1.5% per month or that allowed by law, whichever is higher, accruing on a daily basis and being compounded quarterly until payment is made, and; and (ii) the costs of recovering such unpaid amounts.
  3. and https://www.partnerboost.com/ or the Company may suspend all Services and licenses, or terminate this Agreement, with immediate effect, until payment is made in full.

All sums payable under this Agreement are exclusive of local, state, federal and international sales, value-added, withholding, and other taxes, and duties of any kind that are or may become applicable as a result of the provision of the services by Company ("Taxes"). Brand shall be responsible for payment of all such Taxes, excluding any taxes or duties on Company's net income, assets, or employees. Any Taxes will be charged to the Brand and remitted by the Company to the appropriate taxing authority. Without limiting the foregoing, Brand shall be responsible for all applicable sales taxes unless it first claims a sales tax exemption by providing Company with an exemption certification acceptable to the appropriate authorities.

All Taxes collected from Brand by Company and remitted to the appropriate authorities are nonrefundable by Company. Brand will need to claim any applicable tax refunds directly through the appropriate authorities. If payments under this Agreement are subject to withholding tax, the Brand is entitled to deduct the appropriate amount from payments to the Company, provided that Brand keeps written records of all such deductions as well as associated payments and such records are immediately accessible to Company. 8.16 The parties agree to work together on reducing or avoiding any withholding tax, and, upon request, shall provide documents required for any reduction, exemption, reimbursement or deduction of withholding tax. All amounts payable shall be paid in the currency in which they are invoiced. Any costs of currency conversion or losses caused by exchange rate fluctuations shall be borne by the Brand.

Guarantees

Each party warrants and undertakes to the other for the Term that: 1) it has full power and authority to enter into this Agreement; 2) it holds all licenses and approvals necessary for the performance of its obligations under this Agreement; 3) it will perform its obligations under this Agreement in accordance with all applicable laws and using reasonable skill and care; and 4) it will not make any false, misleading or disparaging representations or statements regarding the other party.

The Publisher warrants and undertakes toPartnerBoost for the Term that: 1) neither the Publisher, nor any of its officers or shareholders, have previously been party to an agreement terminated by PartnerBoost ; 2) no officer or shareholder of the Publisher has been an officer or shareholder of a company (or other entity) party to an agreement terminated by PartnerBoost ; 3) all information about the Publisher set out in the Application Form or on the Interface is complete, true, accurate, not misleading and will be kept up to date (including, but not limited to address details, payment details and tax information); 4) its marketing of any Brand or its Products will comply with all Advertising Standards and Data Regulation; 5) the Publisher Service will be operated in accordance with all applicable laws (including Advertising Standards and Data Regulation); 6) it shall comply with the Code of Conduct at all times; 7) it shall comply with all relevant tax laws; 8) it shall retain ultimate control of the operation of the Publisher Service; 9) it is the owner or valid licensee of any Intellectual Property Rights appearing on the Publisher Service, and that no part of the Publisher Service infringes the rights of any third party; and 10) all limited Materials will be accurately and faithfully reproduced.

The Publisher will indemnify, defendand hold harmlessPartnerBoost (including its directors, employees, agents or contractors), from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against PartnerBoost arising out of or related in any way to any breach by the Publisher of any of the warranties at this section of policy, or Publisher’s gross negligence or willful misconduct.

The limited warrants and undertakes to the Company for the Term that: 1) all limited Materials comply with all Advertising Standards; and 2) all variations to Commissions will be made by authorized personnel.

Relationship Between Each OtherThe Merchant will not, directly or indirectly, enter or attempt to enter into any agreement, understanding or other form of arrangement (whether express or implied) with any current or former Participating Publishers: 1) where payments are made to current or former Participating Publishers in respect of any marketing services (including publisher, display, programmatic, search, email and click-to-call marketing) other than under this Agreement; or 2) which prevents or disincentivizes current or former Participating Publishers from promoting other brands.

The Merchant will pay the Company on demand by way of liquidated damages an amount equal to 30%of all Commissions, Fees or any other amounts paid or due to be paid, directly or indirectly, to current or former Participating Publishers in breach of the restrictions in this policy. The parties acknowledge that the liquidated damages represent a genuine pre-estimation of the loss that would be suffered by the Company as a result of any breach of the restrictions in the policy and that such liquidated Publishers are not a penalty. This policy applies to current and former Participating Publishers, irrespective of any existing relationships between the Brands and such Publishers.

Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of anythird partyweb sites or services. You further acknowledge and agree that the Company shall not be responsible or liable,directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Warrantiesand Indemnity

Each party warrants and undertakes to the other for the Term that: 1) it has full power and authority to enter into this Agreement; 2) it holds all licenses and approvals necessary for the performance of its obligations under this Agreement; 3) it will perform its obligations under this Agreement in accordance with all applicable laws and using reasonable skill and care; and 4) it will not make any false, misleading or disparaging representations or statements regarding the other party.

The Brand warrants and undertakes to the Company for the Term that: 1) all Brand Materials comply with all Advertising Standards; and 2) all variations to Commissions under the policy will be made by authorized personnel.

Termination, Suspension, and Consequences under These Situation

This Agreement will start on the Effective Date and continue for the Initial Term. After the Initial Term, this Agreement will automatically renew for successive Renewal Terms.

The Company may terminate this Agreement immediately on written notice to theBrandif theBrandfails: 1)to comply with its obligations of this Agreement or the equivalent clauses of any Additional Country Agreement; 2)toprovide assistancereasonably requested by the Company; or 3) through no fault of the Company, to commence bona fide participation in the Network within 90 days of the Effective Date.

The Company may suspend this Agreement for the period of the Brand’snon-compliance with specific clauses of this Agreement or the equivalent clauses of any Additional Country Agreement.

Either party may terminate this Agreement on at least three months’ written notice to the other party, such notice to take effect at the end of the Initial Term or any the Renewal Term then in effect. The notice period shall be extended to the minimum extent necessary to enable the completion of any ongoing Campaigns.

Without prejudice to its other rights or remedies, a party may terminate the Agreement immediately on written notice to the other party, if: 1) the other party materially breaches this Agreement and (if remediable) fails to remedy that breach within 14 days of a written request to do so; 2)the other party materially breaches any data processing agreement or arrangemententered into in connection with Personal Data published under this Agreement. 3) the other party is deemed unable to pay its debts; steps are made to wind up, or appoint an administrator over, the other party; a third party becomes entitled to appoint a receiver over the assets of the other party; the other party negotiates with all or a class of its creditors, orproposes or enters a compromise with such creditors; or any similar or analogous event occurs.

Without prejudice to its other rights or remedies, the Company may terminate the Agreement immediately to theBrandifanBrandGroup Company materially breaches an Additional Country Agreement and (if remediable) fails to remedy that breach within 14 days of a written request to do so.

Termination of this Agreement will not affect any existing rights or remedies. On termination of the Agreement:1)all licenses will terminate; 2) where the remaining Pre-payment Amount is sufficient to cover all outstanding payments owed by Brand, the Company will settle all outstanding payments by deducting from the Prepayment Amount and return the remainder of the Pre-payment Amount to the Brand; 3) each party will return or at the other party’s option destroy all Confidential Information in its possession within five Business Days; and 4) theBrand will immediately pay all outstanding Fees and Commissions due to the Company.

Where any payment is made to theBrand pursuant to 18.2.2 and that payment is returned to the Company and remains unclaimed or uncashed ( e.g. in the case of payment by check) after a period of 365 days, the Brandwill irrevocably forfeit its right to the payment in question.

Limitation of Liability

Thispolicy sets out the entire liability of the Company and its Group Companies under or in connection with the Agreement.

Neither the Company nor any of its Group Companies will be liable for any losses of the Brand if the Company’s compliance with the Agreement is prevented by the acts or omissions of the Brand.

Neither the Company nor any of its Group Companies will be liable to the Brand for: losses of profits, business, goodwill, anticipated savings, goods, contract, use or data; losses arising from the acts or omissions of a Publisher ; or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

The total liability of the Company and its Group Companies in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the Agreement will be limited to the amount of Network Fee actually received by the Company from the Brandin the12 month period preceding the date on which the claim arose.

Except as expressly stated otherwise in this Agreement, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

The Network, the Interface, the Tracking Code, the Services, theiruse and the results of such use are provided "as is" to the fullest extent permitted by law. The Company disclaims all express or implied warranties, including warranties of satisfactory quality and fitness for a particular purpose, which may be implied in respect of the Network, the Interface, the Tracking Code, the Services, their use and the results of such use. The performance of the Network and the Interface relies on third parties beyond the Company’s control. The Company specifically disclaims any warranty: 1) that the use or operation of the Network, the Interface or the Tracking Code will be uninterrupted or error-free; 2) that defects will be corrected; 3) that the Network, the Interface or the Tracking Code are free of viruses or malicious code; 4) that any security methods employed will be sufficient; 5) in respect of anyPublisheror its technology; and 6) regarding correctness, accuracy, or reliability.

Nothing in this Agreement limits or excludes the liability of the Company or any of its Group Companies for death, personal injury, fraud, fraudulent misrepresentationor fraudulent misstatement.

Others

When you use our Services, or send emails to us, you are communicating with us electronically. You agree that we may communicate with you electronically. Such electronic communications may consist of e-mail, notices posted on our Services, "push" mobile notification, and other communications. You agree that all agreements, notices, disclosures, and other communications we send to you electronically will satisfy any requirement that such communication be in writing and, to the extent intended, such communication will be an enforceable and binding term or amendment to this Agreement.

You agree to indemnify and hold PartnerBoost , its parents, subsidiaries, publishers, officers and employees, harmless from any claim or demand (including, without limitation, from all damages, liabilities, settlements, costs and attorneys' fees) made by any third party due to or arising out of your access to the Services, use of the Services, the violation of this Agreement by you, or the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity.

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

Disputes Resolution

If You have any concern or dispute about the Service, you agree to first try to resolve the dispute informally by contacting the Company.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Changes to These Terms and Conditions

We reserve the right, at our sole discretion, to modify or replace these Terms at any time.By continuing to access or use Our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Interpretation and Definitions

Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

GeneralDefinitions
For the purposes of these Terms and Conditions:

  • Publisher means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
  • Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to PERFORMDTC INC, 200 CONTINENTAL DRIVE STE 401 RM434 NEWARK, DE 19713.
  • Device means any device that can access the Service such as a computer, a cellphone,or a digital tablet.
  • Service refers to the Website.
  • Fee means the Setup Fee, the Monthly Fee ,the Network Fee as set out in the Interface , and if applicable, the Reintegration Fee
  • Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
  • Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
  • Website refers toPartnerBoost , accessible from https://www.partnerboost.com
  • You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.


Contact Us

If you have any questions about these Terms and Conditions, you can contact us:

  • By email: support@partnerboost.com


Last updated: February 25, 2022

Please read these terms and conditions carefully before using Our Service. 

These Terms and Conditions of Use (T&Cs) apply when you visit the website at https://www.partnerboost.com/ by PERFORMDTC INC, a company incorporated in United States ("PartnerBoost", "us", "we") of 200 CONTINENTAL DRIVE, STE 401 RM434, NEWARK, DE 19713.

Your access to and use of the Website, is subject to these T&Cs. If you disagree with any part of these T&Cs, you must cease usage of the website, or any services, immediately. By accessing or using the Website you acknowledge and agree to be bound by these T&Cs. If you are under 18 years of age, then you must obtain your parent or guardian's consent before accessing and using the Website.

"AS IS" and "AS AVAILABLE" Disclaimer

The information contained on the Website is provided in good faith on an "as is" basis. PartnerBoost does not represent or warrant the reliability, accuracy or completeness of the information contained on the Website. To the extent permitted by law, PartnerBoost is not responsible or liable for any Liabilities arising in any way for errors in, or omissions from, the information on the Website.

Acknowledgment

These are the Terms of Use governing the use of this service and the agreement that operates between brands, publishers, and PartnerBoost. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service, you agree to be bound by these Terms and Conditions. If you disagree with any part of these Terms and Conditions, then you may not access the Service.You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

Registration Data and Account Security

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to PartnerBoost, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.

Managing Account and Promoting Content

Subject to the Publisher’s compliance with this Agreement, PartnerBoost will: 1) permit the Publisher’s participation in the Network for its assignment of the Promotional Space; and 2) grant access to the Interface. PartnerBoost may change any aspect of the Interface at its sole discretion.The Publisher undertakes that: 1) the Admin shall remain authorized to act on behalf of the Publisher and bind the Publisher; 2) all Authorized Users are permitted to view, or view and operate, the Publisher Account in accordance with any permissions granted on the Interface, which shall be kept up to date by the Publisher; 3) it shall use best endeavours to ensure that the Admin and all Authorized Users shall: (a) access the Interface in their own name under their own Authorized User Account; and (b) keep any passwords confidential.

The Publisher shall: 1) ensure the proper functioning and maintenance of all Links; 2) provide Brands and PartnerBoost with full and clear instructions as to the Brand Material it may reasonably require for the purposes of the promotion of an Brand or its Products in accordance with this Agreement and the Program Terms; 3) provide Brands reasonable access to information the Brand may require to operate the Brand Program; and 4) remain primarily liable for the acts and omissions of all SubPublishers.

PartnerBoost shall not be liable for any losses or damages suffered by the Publisher due to the disclosure of any Authorized User Account passwords. The Publisher shall remain primarily responsible and liable for all activities occurring under any of the Authorized User Accounts and the acts or omissions of any Authorized User.

If the Publisher suspects that a third party has gained unauthorized access to access data, the Publisher shall inform PartnerBoost immediately by sending an e-mail to support@partnerboost.com or such other e-mail as may be notified to the Publisher from time to time.

PartnerBoost may Suspend or withdraw any Authorized User Accounts at its discretion, or on request by the Publisher.

Under this Agreement PartnerBoost, or any PartnerBoost Group Company may, on behalf of PartnerBoost: 1) provide any aspect of the Network or the Interface (including the granting of sublicenses and licenses under the related policy); 2) enjoy any benefit, or exercise any right; 3) satisfy any of PartnerBoost's obligations.

The Publisher may request to market Brands or their Products at their discretion by applying to participate in an Brand Program. Brands may approve or refuse such requests, and remove Publishers from Brand Programs, at any time at their discretion. The Publisher may only market an Brand or its Products under this Agreement with the Brand’s continued approval, unless specifically enabled by the proper use of the Interface.

Brands may apply Program Terms and make changes to any Program Terms at their discretion, which shall become effective on notice to the Publisher, including by publication on the Interface. Brands may change their Program Terms at any time. The Publisher is solely responsible for ensuring it is aware of any changes to the Program Terms. Subject to the Publisher 's compliance with this Agreement and the Program Terms, and the continued approval of the respective Brand, PartnerBoost will provide to the Publisher the Brand Materials.

PartnerBoost, however, is not obliged to review any Brand Material or check their legality or accuracy. A Publisher admitted to the Brand Program may publish the Brand Materials through its Publisher Service at its discretion and use them solely to the extent permitted under this Agreement and the Program Terms.

PartnerBoost may deactivate any Links on request of the respective Brand, or at its sole discretion. The Publisher shall remove any BrandMaterials from the Publisher Service immediately on request of either the Brand or PartnerBoost. PartnerBoost will use reasonable endeavors to procure that Brands comply with any terms and conditions, or other requirements, applied by the Publisher to its promotion of Brands or their Products.

Intellectual Property, Confidentiality, and Data Protection

PartnerBoost hereby grants to the Publisher, for the duration of its participation in the Brand Program, a revocable, non-exclusive, non-transferable, royalty-free, worldwide sublicense to publish Brand Materials, without modification, on the Publisher Service in the Promotional Spaces to the extent necessary to enable the Publisher to market the respective Brand and its Products on the Network in compliance with the Agreement and the Program Terms. A sublicense granted to a Subnetwork under this policy shall be further sublicensable by the Subnetwork to Subaffiliates on terms equivalent to this policy with PartnerBoost's prior written consent.  A sublicense granted by a Subnetwork under this policy shall not be capable of further sublicense by the Subaffiliate without PartnerBoost's prior written consent.

PartnerBoost hereby grants to the Publisher a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free worldwide license to use the Interface to the extent necessary for the Publisher to participate in the Network and perform its obligations under this Agreement. The Publisher will not, and will not attempt to, change, reverse engineer or create derivative works of the Interface or the Tracking Code. Each party reserves all of its right, title and interest to any of its Intellectual Property Rights licensed under this clause, or which it creates under this Agreement, or which is created by operation of the Tracking Code. The Publisher shall use information and data obtained from and in connection with participating in the Network only for the purpose of this Agreement. Uses for any other purpose, or disclosure of such information and data are prohibited. Either party may identify the other party in lists of clients or customers and may use the other party's name and logo in marketing materials and presentations. Any other use shall require the prior written consent of the other party.

Each party will only use Confidential Information to enjoy its rights or comply with its obligations under this Agreement. Save as set out in this Agreement, neither party will disclose any Confidential Information. Confidential Information shall be kept confidential. The obligations of confidentiality in this Agreement will not apply to Confidential Information to the extent it: 1) is in the public domain (other than as a result of a breach of this Agreement); 2) can be demonstrated as having been independently developed by the receiving party; 3) is published on the Interface in the receipt or provision of the Services in accordance with this Agreement; 4) is required to be disclosed by law or a court order.

The Company may disclose Confidential Information to Group Companies.

The Company and the Brand will comply with all respective legal obligations under Data Regulation. Each party will provide the other party any co-operation reasonably requested to enable the other party’s compliance with this policy. The Company and the Brand will each comply with any data processing agreement or arrangement entered into by them in connection with Personal Data published under this Agreement.

PartnerBoost may disclose Confidential Information to PartnerBoost Group Companies.

Tracking and Sales

The Tracking Code and Program Terms as interpreted by PartnerBoost will be the sole bases for recording and determining Actions and Commissions and for tracking. No other means of recording or determining Actions or Commissions shall be used under this Agreement, notwithstanding any agreement or arrangement between the Publisher and any Brand to the contrary. Sales, Clicks and Leads will only be attributed to the Publisher where the Tracking Code records that the Publisher was responsible for the most recent referral of the Visitor to the Brand URL prior to that Sale or Lead, unless expressly agreed otherwise between the parties or specified otherwise by the Brand in the respective Program Terms, and in each case subject to any communicated "cookie hierarchy" or "commission hierarchy". Tracked Sales, Clicks and Leads will be locked after a certain period, subject to the applicable Program Terms.

The amount of any Commissions is as may be displayed on the Interface. CPA Commissions in respect of locked Sales will be determined as either: 1) a percentage of the purchase price of the Product(s) subject of the locked Sale, as set out on the Interface; or 2) a fixed amount, irrespective of the purchase price of the Product(s) subject of the locked Sale, as set out on the Interface.

Bonuses may be agreed by the Publisher and Brands at their discretion and must be processed via the Interface. Commissions and Bonuses shall only be due for payment: 1) on receipt by PartnerBoost of the corresponding payment in respect of that Action from the Brand; and 2) in respect of Actions procured in accordance with this Agreement and any applicable Program Terms. Without prejudice to any other rights or remedies of PartnerBoost, if  PartnerBoost reasonably suspects that any Commissions paid under this Agreement have been generated in breach of this Agreement, PartnerBoost may set off or deduct the amount of such Commissions from any future payments due to the Publisher or from any funds held to the Publisher's account from time to time (whether under this Agreement or any other agreement between PartnerBoost and the Publisher). Such deduction shall constitute a genuine pre-estimation of the loss suffered by PartnerBoost as a result of the payment of such Commission in breach of this Agreement.

Invoice and Payment  

PartnerBoost will pay the Publisher: 1) Commissions in respect of locked Sales, Leads, Clicks, or one thousand Ad Impressions; and 2) Bonuses agreed between the Publisher and Brands. Payment of Commissions and Bonuses may be subject to any Brand Terms.

Payment statements for Commissions and Bonuses can be accessed by the Publisher via the Interface. The Publisher agrees to the following: 1) the Publisher agrees not to issue invoices for any Commissions and Bonuses generated under this Agreement; 2) PartnerBoost may provide a copy of this Agreement to the Internal Revenue Service (or equivalent local tax authority) in order to evidence the payment arrangements between PartnerBoost and the Publisher; 3) the Publisher will immediately notify PartnerBoost if it transfers any part of its business as a going concern; 4) PartnerBoost may engage third party service providers to administer the issuing of payments under this Agreement.

PartnerBoost will pay all due Commissions and Bonuses subject to: 1) the passing of the lock date set out in the Interface by the Brand for the respective Action; 2) any minimum payment thresholds implemented by PartnerBoost from time to time being satisfied; 3) the correct, accurate and complete bank and tax information of the Publisher being shown on the Interface; 4) the provision of any additional information reasonably requested by PartnerBoost in respect of the Publisher’s location or residence; 5) the payment not being subject to any internal audits or ‘network quality’ reviews from time to time.

All payments will be made in accordance with the payment method selected by the Publisher in the "Payment Settings" section of the respective Publisher Account on the Interface. PartnerBoost is not obligated to take steps to verify the accuracy of the payment information provided by the Publisher, including mailing address if the Publisher chooses to be paid by check or bank account information if the Publisher chooses to be paid by ACH. Updates to bank account information may take up to two Business Days to take effect.

All sums payable under this Agreement shall be exclusive of any sales taxes, use taxes, value added taxes, goods or services taxes or comparable taxes which, if applicable, shall be added at the appropriate rate. These taxes shall be collected and remitted pursuant to applicable law. If payments under this Agreement are subject to withholding tax, PartnerBoost is entitled to deduct the appropriate amount from payments to the Publisher. The parties agree to work together on reducing any withholding tax, and, upon request, shall provide documents required for any reduction, exemption, reimbursement, or deduction of withholding tax.

All amounts payable shall be paid in the currency in which the respective Commissions are received from Brands. Any costs of currency conversion or losses caused by exchange rate fluctuations shall be borne by the Publisher.

The Publisher will immediately repay any amounts paid to the Publisher in error, or other than in accordance with the Publisher's rights under this Agreement.

Publisher accounts that are abandoned will be closed. If an abandoned Publisher account has a positive balance, the balance will be paid out to the Publisher upon closure. An abandoned Publisher account is defined as any account that has not been logged in to, nor had any transactions posted to it, for a period of 6 months. If one or the other of those conditions are true, the account will remain in an active state.

Any underpaid Commission or Bonuses must be notified to PartnerBoost immediately. Underpaid Commission or Bonuses notified by the Publisher to PartnerBoost within 12 months of the underpayment will be rectified. The Publisher hereby waives its right to recover any underpaid Commissions or Bonuses that the Publisher fails to report to PartnerBoost within 12 months of the underpayment.

PartnerBoost reserves the right to require payment of fees for certain or all Services. You shall pay all applicable fees, as described on the Services in connection with such Services selected by you. PartnerBoost reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be posted on our websites, sent by via email or postal mail. Use of the Services by you following such notification constitutes your acceptance of any new or increased charges. To the fullest extent allowed by applicable law, all fees paid hereunder are non-refundable unless otherwise permitted by this Agreement.

Relationship Between Each Other

The Publishers' participation in the Network does not create any contract between the Publisher and any Brand. During the term of this agreement the Publisher will not, directly or indirectly, enter or attempt to enter into any agreement, understanding or other form of arrangement (whether express or implied) with any Brand where payments are made to the Publisher in respect of any marketing services (including but not limited to affiliate, display, programmatic, search, email and click-to-call marketing) other than under this Agreement, without PartnerBoost’s prior written approval.

Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Warranties and Indemnity

Each party warrants and undertakes to the other for the Term that: 1) it has full power and authority to enter into this Agreement; 2) it holds all licenses and approvals necessary for the performance of its obligations under this Agreement; 3) it will perform its obligations under this Agreement in accordance with all applicable laws and using reasonable skill and care; and 4) it will not make any false, misleading or disparaging representations or statements regarding the other party.

The Publisher warrants and undertakes to PartnerBoost for the Term that: 1) neither the Publisher, nor any of its officers or shareholders, have previously been party to an agreement terminated by PartnerBoost or any PartnerBoost Group Company for breach; 2) no officer or shareholder of the Publisher has been an officer or shareholder of a company (or other entity) party to an agreement terminated by PartnerBoost or any PartnerBoost Group Company for breach; 3) all information about the Publisher set out in the Application Form or on the Interface is complete, true, accurate, not misleading and will be kept up to date (including, but not limited to address details, payment details and tax information); 4) its marketing of any Brand or its Products will comply with all Advertising Standards and Data Regulation; 5) the Publisher Service will be operated in accordance with all applicable laws (including Advertising Standards and Data Regulation); 6) it shall comply with the Code of Conduct at all times; 7) it shall comply with all relevant tax laws; 8) it shall retain ultimate control of the operation of the Publisher Service; 9) it is the owner or valid licensee of any Intellectual Property Rights appearing on the Publisher Service, and that no part of the Publisher Service infringes the rights of any third party; and 10) all Brand Materials will be accurately and faithfully reproduced.

The Publisher will indemnify, defend and hold harmless PartnerBoost and any PartnerBoost Group Company (including its directors, employees, agents or contractors), from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against PartnerBoost any PartnerBoost Group Company arising out of or related in any way to any breach by the Publisher of any of the warranties, or Publisher ‘s gross negligence or willful misconduct.

Termination, Suspension, and Consequences under These Situation

This Agreement will start on the Effective Date and continue until terminated in accordance with its terms. Without prejudice to its other rights or remedies, a party may terminate the Agreement immediately on written notice to the other party, if: 1) the other party materially breaches this Agreement; 2) the other party is deemed unable to pay its debts; steps are made to wind up, or appoint an administrator over, the other party; a third party becomes entitled to appoint a receiver over the assets of the other party; the other party negotiates with all or a class of its creditors, or proposes or enters a compromise with such creditors; or any similar or analogous event occurs.

PartnerBoost may immediately terminate this Agreement or Suspend the Affiliate if the Affiliate: 1) does not access the Affiliate Account for a period of six months or if no Commissions have been generated for a period of six months; 2) is reasonably suspected by PartnerBoost to have breached any: (a) of the warranties; (b) Program Terms of an Brand; (c) part of the Code of Conduct.

We may terminate or suspend your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms and Conditions.Upon termination, your right to use the Service will cease immediately.

During any period of Suspension: 1) the Publisher not permitted to access the Interface; 2) all licenses will be Suspended and the Publisher shall immediately remove any Brand Materials from the Publisher Service; 3) PartnerBoost may deactivate any Links and remove any Brand Materials from the Publisher Service (to the extent it is able); and 15.1.4 no payments will be made to the Publisher.On termination of the Agreement: 1) all licenses will terminate and the Publisher shall immediately remove any Brand Materials from the Publisher Service; 2) PartnerBoost may deactivate any Links and remove any Brand Materials from the Publisher Service (to the extent it is able); 3) each party will return or at the other party’s option destroy all confidential information in its possession within five Business Days; 5) all unpaid Commissions as of the date of termination, or accruing after the date of termination, shall be forfeited to PartnerBoost irrevocably and the Publisher hereby waives any right or entitlement to recover such Commissions and Bonuses from PartnerBoost. Termination of this Agreement will not affect any existing rights or remedies.

Limitation of Liability 

This policy sets out the entire liability of PartnerBoost and its Group Companies under or in connection with the Agreement. Each party shall be liable for any breaches of Data Regulation for which they are responsible and accordingly there shall be no joint liability between the parties in respect of such breaches.

PartnerBoost will not be liable for any losses of the Publisher if PartnerBoost's compliance with the Agreement is prevented by the acts or omissions of the Publisher.

PartnerBoost will not be liable to the Publisher for: loss of profit, business, goodwill, anticipated savings, goods, contract, use or data; losses arising from the acts or omissions of an Brand; or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

The total liability of PartnerBoost in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the Agreement will be limited to the amount of Network Fee actually received by PartnerBoost from Brands in respect of Commissions paid to the Publisher in the 12 month period preceding the date on which the claim arose. Except as expressly stated otherwise in this Agreement, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law. The Network, the Interface, the Tracking Code, their use and the results of such use are provided "as is" to the fullest extent permitted by law. PartnerBoost disclaims all express or implied warranties, including warranties of satisfactory quality and fitness for a particular purpose, which may be implied in respect of the Network, the Interface, the Tracking Code, their use and the results of such use. The performance of the Network, the Tracking Code and the Interface relies on third parties beyond PartnerBoost ‘s control, and in particular, the maintenance by Brands of the proper integration of the Tracking Code into Brand URLs. PartnerBoost specifically disclaims any warranty: 1) that the use or operation of the Network, the Interface or the Tracking Code will be uninterrupted or error-free; 2) that the Tracking Code will be properly integrated into the Brand URLs; 3) that the Tracking Code accurately records Actions at all times; 4) in respect of the Brand Materials, including any warranty that the Brand Materials comply with Advertising Standards; 5) that defects will be corrected; 6) that the Network, the Interface or the Tracking Code are free of viruses or malicious code; 7) that any security methods employed will be sufficient; 8) in respect of any Brand or its technology and any third party or its technology; and 9) regarding correctness, accuracy, or reliability.

PartnerBoost shall only be held liable in cases of intent or gross negligence of one of its legal representatives, executives or other vicarious agents, in the event of any culpable breach of a material contractual obligation and limited to the amount of the typically foreseeable loss.

Nothing in this Agreement limits or excludes the liability of PartnerBoost in the event of culpable injury to life, limb or health, fraud, fraudulent misrepresentation or fraudulent misstatement as well as in cases of mandatory statutory liability.

Others

When you use our Services, or send emails to us, you are communicating with us electronically. You agree that we may communicate with you electronically. Such electronic communications may consist of e-mail, notices posted on our Services, "push" mobile notification, and other communications. You agree that all agreements, notices, disclosures, and other communications we send to you electronically will satisfy any requirement that such communication be in writing and, to the extent intended, such communication will be an enforceable and binding term or amendment to this Agreement.

You agree to indemnify and hold PartnerBoost, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand (including, without limitation, from all damages, liabilities, settlements, costs and attorneys' fees) made by any third party due to or arising out of your access to the Services, use of the Services, the violation of this Agreement by you, or the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity.

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

Disputes Resolution

If You have any concern or dispute about the Service, you agree to first try to resolve the dispute informally by contacting the Company.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Changes to These Terms and Conditions

We reserve the right, at our sole discretion, to modify or replace these Terms at any time.

By continuing to access or use Our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Interpretation and Definitions

Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

General Definitions
For the purposes of these Terms and Conditions:Publisher means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to PERFORMDTC INC, 200 CONTINENTAL DRIVE STE 401 RM434 NEWARK, DE 19713.
Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.Service refers to the Website.
Fee means the Setup Fee, the Monthly Fee, and the Network Fee as set out in the Interface.
Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
Website refers to PartnerBoost, accessible from https://www.partnerboost.com
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Contact Us

If you have any questions about these Terms and Conditions, you can contact us:

By email: support@partnerboost.com

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