This Agreement represents a Service Level Agreement (“SLA” or “Agreement”) between PartnerUpList and the customer for the provisioning of certain services (the “Services”) more specifically described in the invoice (the “Invoice”).
In case of any conflict between the Invoice and this Agreement, this Agreement will prevail.
BY PAYING THE INVOICE YOU ARE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT
Services & Fees
In consideration of the Services provided and subject to the terms and conditions of this Agreement, PartnerUpList will provide you with the Services specified in the Invoice. The fees will be paid in advance and in the amounts in accordance with the terms set out in the Invoice (the “Fees”). We will have no obligation to provide the Services prior to receiving the Fees in full. The Fees are non-refundable. Any change or modification in the Services unless expressly agreed between the two parties may incur additional fees.
Intellectual Property & Ownership
Except for rights expressly granted under this Agreement, nothing in this Agreement will function to transfer any of either party’s Intellectual Property rights to the other party, and, each party will retain exclusive interest in and ownership of its Intellectual Property developed before this Agreement or developed outside the scope of this Agreement.
As between the parties, you shall grant a non-exclusive and royalty-free license to the PartnerUpList for use of any content and data you submit (collectively, the “Customer Data”) for providing you the Services. We will retain and will own a copy of any non-personally identifiable or aggregated information and/or data generated and/or collected by us in your use of the Services.
Disclaimer on Warranties
THE RENDERING OF SERVICES ON PartnerUpList, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED IS AT YOUR OWN RISK. PartnerUpList, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PartnerUpList NOR ANY PERSON ASSOCIATED WITH PartnerUpList MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE.
WE MAKE NO WARRANTY OR GUARANTEE WITH RESPECT TO THE RESULTS OF YOUR USING THE WEBSITE. NOTHING IN THIS AGREEMENT WILL RESTRICT OUR RIGHT TO UPDATE, IMPROVE, TERMINATE, SUSPEND, OR OTHERWISE CHANGE ANY PART OR WHOLE OF PartnerUpList WEBSITE IN OUR SOLE DISCRETION WITHOUT NOTICE.
Limitation on Liability
IN NO EVENT WILL PartnerUpList, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
YOU HEREBY AGREE TO DEFEND, INDEMNIFY, SAVE AND HOLD THE RELEASED PARTIES HARMLESS AGAINST AND FROM ANY AND ALL THIRD PARTY CLAIMS INCURRED OR SUFFERED BY THE RELEASED PARTIES AS A RESULT OF THE CUSTOMER DATA YOU PROVIDE US.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. You agree and consent to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Agreement and further agree and consent that venue of any action brought hereunder shall be exclusively in the County of Los Angeles.
This Agreement, with the Invoice, constitutes the entire agreement with respect to the subject matter contained herein and there are no other terms, conditions, representations, warranties, or collateral agreements, express or implied. The invalidity or unenforceability of any provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.
The parties are independent contractors, and this Agreement does not create a partnership, joint venture, agency, fiduciary or employment relationship. If we are prevented from or interfered with in any manner whatsoever, or otherwise delayed, in performing the Services or any other obligations hereunder, by reason of any event beyond our reasonable control, then our non-performance will not be deemed a breach of this Agreement provided that notice is given to you without delay, and our obligations hereunder will be extended by such reasonable amount of time determined by us in good faith.
As to abide by our editorial guidelines we reserve the right to change the position of any list placement and modify or alter review ratings and content within without any prior notice unless otherwise expressly agreed between the parties in writing.
THE TERMS AND CONDITIONS PROVIDED IN THIS AGREEMENT WILL APPLY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW AND FORM AN ESSENTIAL CONDITION FOR OUR PROVIDING THE SERVICES.