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1) Eligibility

You must be at least 18 (eighteen) years of age and be able to form legally binding contracts to use the web pages, resources, features, and services available from the domain and subdomains of PartnerUp.com (the “PartnerUp Service”). You hereby represent and warrant that you are at least 18 years of age, that you have the right, capacity, and authority to form legally binding contracts, and that you will use the PartnerUp Service only in a manner that is consistent with its intended use and with all laws, regulations, and PartnerUp policies.

2) Membership

To use most of the features and web pages on the PartnerUp Service you must first signup to become a PartnerUp Service Member (“Member”). The PartnerUp Service has several membership levels, including Basic Members and Premier Members. You may become a Basic Member of the PartnerUp Service at no cost. Basic Members have the ability to participate in some, but not all, of the features and services available through the PartnerUp Service. Basic Members may be allowed to use some additional features on a per-transaction basis by paying a fee as determined by PartnerUp in its sole discretion. Premier Members pay a regular fee to use the PartnerUp Service and have access to additional features and services not available to Basic Members. By accessing or viewing the PartnerUp Service or any PartnerUp web page, or by becoming a Member, you agree to be bound by all of the terms and conditions set forth in this Terms of Service Agreement (the “Agreement”).

3) Registration

Signing up requires you to provide certain information about yourself to PartnerUp. This information includes, but is not limited to, your name, e-mail address, your business background, your career information, and information about how you plan to use the PartnerUp Service. You agree to provide true, accurate, complete, and current information. Although PartnerUp assumes no independent obligation to verify such information, if you provide any information that PartnerUp suspects in PartnerUp’s sole discretion, or knows to be, untrue, inaccurate, or incomplete, PartnerUp has the right to suspend or terminate your account or take any other action that PartnerUp deems necessary to protect the integrity of the PartnerUp Service.

4) PartnerUp Privacy Policy

Information that you provide to PartnerUp during the signup process, and certain other information about you is subject to our Privacy Policy. We view protection of Members’ privacy as an important principle. Accordingly, we use your personal information only as described in PartnerUp’s Privacy Policy, which is herein incorporated by reference. By using the PartnerUp service or any PartnerUp web site, you consent to the collection and use of this information as set forth in PartnerUp’s Privacy Policy, which may change from time to time.

5) Content Posted by You

You are solely responsible for any and all messages, information, communications, transmissions, postings, opportunities, member profiles, questions, advertisements, or any other information of any type (hereinafter referred to as “Content”), that you provide, submit, enter, publish, display, or send (hereinafter referred to as “post”) to the PartnerUp Service, to any PartnerUp web site, or to any Member. You hereby represent and warrant that you will not provide any information to PartnerUp, the PartnerUp Service, or any Member, that is false, inaccurate, misleading, or deceptive. Further, if any information that you have previously provided becomes false, inaccurate, misleading, or deceptive, you agree that you will promptly correct such information.

6) Content

When you post any Content to the PartnerUp Service or to any PartnerUp web site, you automatically grant, and you represent and warrant that you have the right to grant, to PartnerUp, an irrevocable, non-exclusive, perpetual, royalty-free, sublicensable through multiple tiers, worldwide right to use, copy, display, promote, perform, publicly perform, publicly display, and distribute such Content and to create derivative works of, or incorporate into other works, such Content and to grant and authorize sublicenses thereof.

7) Feedback

The PartnerUp Service and PartnerUp web sites have a variety of areas where you can submit feedback. Any feedback that you submit on the PartnerUp Service or any PartnerUp web site becomes our property, and we may use such feedback (i.e. success stories or comments) for purposes including, but not limited to, marketing, to improve or modify the PartnerUp Service or our business, or to contact you for further information.

8) Member Account Security

You are responsible for maintaining the confidentiality of the password that you designate during the signup process and you are fully responsible for any and all activities that occur under your Member-id and password, whether or not authorized by you. You agree to immediately notify PartnerUp of any unauthorized use of your Member-id and password, or the PartnerUp Service. In addition, you will signout after each use of the PartnerUp Service. Please use a high level of caution when using public or shared computers or networks. PartnerUp can not and will not be responsible for any loss or damage arising from your failure to comply with this section.

9) Member Conduct

You agree that you will use the PartnerUp Service only for its intended purpose and you will not use the PartnerUp Service for any dishonest, immoral, illegal, or harmful purpose. Further, you agree that you will not post any Content that is inaccurate, deceitful, dishonest, unlawful, harmful to persons or computer systems, threatening, abusive, vulgar, libelous, obscene, hateful, or otherwise objectionable. You also agree that you will not attempt to impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity. You further agree that you are solely responsible for your actions, posts, communications, and Content. PartnerUp does not control the Content posted to the PartnerUp Service and as such, does not guarantee the accuracy, integrity, or quality of any such Content. In addition, you expressly agree that under absolutely no circumstances will PartnerUp be liable in any way for any Content, including but not limited to, any error or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted, or otherwise distributed through the PartnerUp Service.

10) License to Use PartnerUp

PartnerUp authorizes you to view and access the PartnerUp Service for your personal use only. You may not use any data mining, robots, or similar data gathering/extraction tools on the PartnerUp Service or on any PartnerUp web site. You may not attempt to gain unauthorized access to the PartnerUp Service. Further, you may not frame any portion of the PartnerUp Service and you may not reproduce, reprint, copy, publicly display, store, broadcast, transmit, modify, translate, port, sublicense, assign, transfer, loan, sell, publicize, or create derivative works from the PartnerUp Service, or any portion thereof without our prior written consent.

11) Dealings with Advertisers

When you do business with, correspond with, or participate in any promotions of, any advertisers found on or through the PartnerUp Service, you accept, agree, and acknowledge that such business dealings, including the payment and delivery of goods or services, and any and all other representations, warranties, terms, and conditions are solely between you and such advertiser. You agree that PartnerUp shall not be responsible or liable for any loss or damage whatsoever incurred as the result of any such dealings or as the result of the presence of such advertisers on the PartnerUp Service.

12) Communications

You acknowledge that when you use the PartnerUp service, your communications will be sent through PartnerUp’s computer networks. As a result of PartnerUp’s network structure, PartnerUp’s business practices, the network structure and business practices of our internet service providers, the network structure and business practices of your internet service provider, and a variety of other factors, as well as the general nature of electronic communications, communications that seem to be intrastate in nature can result in the transmission of interstate communications, without regard to where you are physically located at the time of transmission. Therefore, you agree that your use of the PartnerUp Service may result in interstate data transmissions.

13) Use and Storage Practices

You acknowledge and agree that PartnerUp may establish practices and limits concerning use of the PartnerUp Service, including without limitation, the maximum number of days that messages, forum postings, opportunity postings, and other Content will be retained by the PartnerUp Service, the maximum number of times that you may access the PartnerUp Service in a given period of time, the maximum number of messages that you may send in a given period of time, and the maximum number of postings that you may make to the PartnerUp Service in a given period of time. In addition, PartnerUp reserves the right to suspend or delete accounts which have been inactive for an extended period of time. You agree that PartnerUp has absolutely no responsibility or liability to maintain any message, posting, communication, or other Content maintained or transmitted through or by the PartnerUp Service. You further agree that PartnerUp reserves the right to make modifications to these practices and limits in PartnerUp’s sole discretion and without notice.

14) PartnerUp’s Intellectual Property

PartnerUp®, the PartnerUp logo, MoveUpSM, Building Companies, Careers, and RelationshipsSM, Redefining the way Businesses are BuiltSM, Business Gets Done HereSM, and other trademarks or servicemarks that appear on the site are the exclusive property of PartnerUp. The PartnerUp Service contains copyrighted material, servicemarks, trademarks, and other proprietary information of PartnerUp. You agree that PartnerUp owns and retains all proprietary rights in all intellectual property belonging to PartnerUp, including, but not limited to trademarks, servicemarks, copyrights, or otherwise. Without PartnerUp’s prior express written authorization, you shall not use any PartnerUp intellectual property, copyrighted material, trademark or servicemark. The PartnerUp Service and all software used in connection with the PartnerUp Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You agree that you will not distribute, duplicate, copy, lease, rent, loan, sell, distribute, or create derivative works based on the PartnerUp Service or software, in whole or in part. You agree that you will not copy, adapt, emulate, or create derivitive works of any function, functionality, feature, web page, graphic, user interface, or any other component of the PartnerUp Service and PartnerUp web sites.

15) Interactions with Other Members

You are solely responsible for your interactions with other Members. You understand and acknowledge that PartnerUp does not in any way screen its Members, PartnerUp does not verify statements made by Members, PartnerUp does not inquire into the background of its Members, and PartnerUp makes absolutely no representations or warranties as to the conduct of Members or to the accuracy of Content posted to the PartnerUp Service by Members. You should thoroughly investigate the background and evaluate any statements made by any Member prior to entering into or considering any dealing or transaction, of any nature, with any Member.

16) Reliance on Content

You agree that under absolutely no circumstances will PartnerUp be liable or responsible for any actual or alleged loss or damage resulting from your reliance on information or Content on the PartnerUp Service, the PartnerUp.com domain and subdomains, any domain name or web site owned or operated by PartnerUp, or any information or communication that is transmitted to or from any Member. PartnerUp does not guarantee the accuracy, usefulness, completeness, or truthfulness of any information on the PartnerUp Service. Further, PartnerUp does not endorse, adopt, or accept any responsibility whatsoever for the accuracy, truthfulness, or reliability of any communication, posting, opinion, advice, or statement made by any party that appears on the PartnerUp Service.

17) No Duty to Monitor

PartnerUp acts as a passive conduit for the online distribution and publication of Content submitted by Members and is not responsible for screening or monitoring Content posted by Members. However, you agree that PartnerUp reserves the right to review any Content submitted to the PartnerUp Service and we may delete, modify, or move any Content at any time for any reason.

18) Subscriptions and Billing

You agree to pay PartnerUp all charges at the prices then in effect for any use of the PartnerUp Service by you or any other person (including your agents) using your account. You hereby agree to pay and authorize PartnerUp to charge your selected payment provider for the PartnerUp Service.

• (a) Recurring Billing. Most subscriptions plans to the PartnerUp Service, including Premier Membership and Resource Directory subscriptions, consist of an initial period for which there is a one time charge, followed by recurring periodic charges in the interval that you selected. You hereby acknowledge and agree that your subscription has an initial and recurring payment obligation and that you accept responsibility for all recurring charges prior to cancellation. This agreement acts as PartnerUp’s authorization to submit periodic charges (i.e. quarterly, semi-annually, annually, etc.) without further authorization from you, until you provide prior notice (confirmed in writing upon request by PartnerUp) that you have terminated this authorization or would like to change your payment method. Any such notice will not affect any charges submitted before PartnerUp could reasonable act on such notice. To modify your payment method, visit the My Account section on the PartnerUp Service.
• (b) Accurate Information. You agree that you will provide current, complete, and accurate billing information for your account. Further, you agree that you will promptly update all information to keep your billing information current, including but not limited to, billing address, expiration date, credit card number, etc. In the event that your payment method is cancelled for any reason, including loss or theft, you shall immediately notify PartnerUp and provide updated payment information. In addition, in the event that you are aware of, suspect, or have reason to suspect a potential breach of security such as the unauthorized disclosure or use of your Member-id or password, you will immediately notify PartnerUp. You understand and expressly agree that if you fail to provide PartnerUp with complete or accurate billing information, PartnerUp may continue charging you for any use of the PartnerUp Service unless you have terminated your subscription by following the procedure outlined in this Agreement.
• (c) Payment Terms. The terms of your payment will be based on the payment method that you have selected and may be determined by agreements between you and the credit card issuer, financial institution, or other provider of your chosen payment method. If PartnerUp does not receive payment, or if payment is later withdrawn, by the credit card issuer, financial institution, or other provider of your payment method, you agree to pay all amounts due to PartnerUp upon demand.
• (d) Auto Renewal. Your PartnerUp subscription will automatically be extended for successive renewal periods of the same duration as the subscription term that you initially selected, at the then-current non-promotional subscription rate. To make changes to your subscription or to cancel your subscription, you must follow the procedures outlined in this Agreement. In the event your cancel your subscription, your subscription will not be renewed after your then-current subscription period expires and you will be allowed to use your subscription until the end of your then-current subscription period. You agree that you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.
• (e) Aggregation of Charges. You agree that PartnerUp has the right, but not the obligation, to accumulate charges incurred and to submit them as one or more aggregate charges in PartnerUp’s sole discretion.
• (f) Reaffirmation of Authorization. Your non-termination or continued use of the PartnerUp Service reaffirms that PartnerUp is authorized to charge your payment method or you directly, as outlined in section (c) above. You agree that PartnerUp may submit those charges for payment and you will be responsible for such charges. Premier Membership and Resource Directory subscriptions are payable in advance. Other services, fees, and subscriptions may be payable in advance, in arrears, per transaction, per usage, or as otherwise described at the time you proceeded with such service, transaction, or subscription.
• (g) Promotions. Any free trial or promotion that provides subscriber-level access to the PartnerUp Service must be used within the specified time of the trial and you must cancel your subscription prior to the end of the trial period in order to avoid being charged a subscription fee.
• (h) Errors, Mistakes, and Omissions. You agree that PartnerUp shall have the right to correct any errors, mistakes, or omissions that it makes even if it has already requested or received payment.
• (i) All charges are non-refundable. If you choose to cancel your subscription, your subscription will remain active through the end of your current billing period..

19) Term/Termination

This Agreement will remain in full force and effect while you access or use the PartnerUp Service or any PartnerUp web site and/or are a Member. You may cancel your subscription or membership at any time, for any reason, by sending PartnerUp notice of your termination to cancellations@partnerup.com. Such notice must include your Member-id, and a statement that you would like to cancel your membership or subscription. PartnerUp reserves the right to validate your cancellation request by requiring you to confirm the request in writing, to respond to a confirmation e-mail, or to take any other action deemed necessary by PartnerUp to validate your request. If you cancel your subscription, you will be able to access the PartnerUp Service and your subscription will remain active until the end of your then-current subscription period. All charges are non-refundable and no pro-rated refunds of any kind will be issued. PartnerUp may terminate your membership or subscription at any time for any reason by notifying you via e-mail or via a posting on the PartnerUp Service or any PartnerUp web site. If PartnerUp terminates your membership or subscription because you have breached this Agreement, you will not be entitled to any refund of unused subscription fees. All decisions regarding the termination of member accounts shall be made in the sole discretion of PartnerUp and PartnerUp is not required to provide notice prior to terminating your membership or subscription, nor is PartnerUp required to provide you with a reason for such termination. This Agreement and the obligations, restrictions and limitations set forth herein shall survive the termination or cancellation of your Membership or subscription.

20) Copyrighted Materials

You may not in any way use the PartnerUp Service or any PartnerUp web site to post, distribute, or reproduce in any way any copyrighted material, trademark, or other proprietary information without having first obtained the prior written consent of the owner of such materials. If you believe that your work has been copied and posted to the PartnerUp Service in a manner that constitutes copyright infringement, please provide the following information to our designated copyright agent: a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright; b) a description of the work that you claim has been infringed; c) a description of where the material that you claim is infringing is located on the PartnerUp Service; d) your name, address, telephone number, and e-mail address; e) a written statement by you that you believe in good faith that the disputed use is not authorized by the copyright owner, its agent, or applicable law; and f) a statement by you, made under penalty of perjury, that the above information contained in your notice is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner. Notices to PartnerUp’s Copyright Agent must be sent to: Deluxe Enterprise Operations, Inc. Attn: Copyright Agent, 10050 Crosstown Circle, First Floor, Eden Prairie, MN 55344.

21) Indemnification

You agree to indemnify and hold PartnerUp and its subsidiaries, affiliates, directors, officers, agents, employees, licensors, and partners, harmless from any claim or demand, including reasonable attorneys’ fees made by any third party due to or arising out of your use of the PartnerUp Service, Content you submit, post, transmit, or otherwise make available through the PartnerUp Service, your violation of this Agreement, or your violation of any rights of another party.

22) No Third Party Beneficiaries

You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.

23) Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PARTNERUP SERVICE IS AT YOUR SOLE RISK. PARTNERUP AND ITS SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGMENT, AND MERCHANTABILITY. THE PARTNERUP SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PARTNERUP AND ITS SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, AND LICENSORS DO NOT REPRESENT OR WARRANT THAT a) ANY PARTNERUP SITE WILL OPERATE ERROR-FREE; b) THAT PARTNERUP’S SITE AND COMPUTER SYSTEMS ARE FREE OF COMPUTER VIRUSES, OR OTHER HARMFUL SOFTWARE OR MECHANISMS; c) THAT THE PARTNERUP SERVICE WILL MEET YOUR REQUIREMENTS; AND d) THAT THE PARTNERUP SERVICE WILL BE TIMELY, SECURE, UNINTERUPTED, OR ERROR-FREE. ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE PARTNERUP SERVICE, INCLUDING BUT NOT LIMITED TO HTML FILES, JAVASCRIPT, AND ALL OTHER FILES OR SOFTWARE IS DOWNLOADED AT YOUR OWN DISCRETION AND RISK. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM PARTNERUP, OR THROUGH OR FROM ANY PARTNERUP WEB SITE OR THE PARTNERUP SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

24) Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT PARTNERUP AND ITS SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS OR REVENUE, GOODWILL, USE, DATA, OR ANY OTHER INTANGIBLE LOSSES (EVEN IF PARTNERUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: a) THE USE OR THE INABILITY TO USE THE SERVICE; b) UNAUTHORIZED ACCESS TO OR MODIFICATION OF YOUR DATA OR TRANMISSIONS; c) CONDUCT OR STATEMENTS OF ANY MEMBER OR THIRD PARTY ON THE PARTNERUP SERVICE; d) THE COSTS OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY SERVICES, PRODUCTS, DATA, OR INFORMATION PURCHASED OR OBTAINED OR TRANSACTIONS OR MESSAGES ENTERED INTO, THROUGH, OR FROM THE SERVICE; or e) ANY OTHER MATTER RELATING TO THE SERVICE.

REGARDLESS OF THE PREVIOUS PARAGRAPH, IF PARTNERUP IS FOUND TO BE LIABLE FOR ANY LOSS OR DAMAGE WHATSOEVER, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS ABSOLUTELY LIMITED TO THE GREATER OF: a) THE TOTAL FEES PAID TO PARTNERUP BY YOU IN THE 12 MONTHS IMMEDIATELY PRECEEDING THE ACTION GIVING RISE TO THE LIABILITY; OR b) $100 (ONE HUNDRED) UNITED STATES DOLLARS.

25) Links to Other Sites

The PartnerUp Service, or third parties, may provide links to other World Wide Web sites or resources. PartnerUp has no control over any such sites or resources. You acknowledge and agree that PartnerUp does not endorse and is not responsible or liable for any content, advertising, products, or other materials available on, through, or from such sites and resources or the accuracy thereof. In addition, PartnerUp has no control over the availability of such sites or resources. You acknowledge and agree that PartnerUp shall not be responsible or liable, directly or indirectly, for any loss or damage caused or alleged to be caused by or in connection with the use of or reliance on any such information, content, goods, services, or other materials available on or through any such site or resource. If you choose to access linked third party web sites, you do so at your own risk.

26) No Agency

No agency, partnership, employer-employee, franchiser-franchisee, or joint venture relationship is intended or created by this Agreement.

27) No Resale of Service

You may not reproduce, copy, duplicate, sell, resell, trade or exploit for any commercial purposes, use of the PartnerUp Service, any portion of the PartnerUp Service, or access to the PartnerUp Service.

28) Blocking of IP Addresses

In order to protect the integrity of the PartnerUp Service, PartnerUp reserves the right at any time in its sole and exclusive discretion to block certain IP addresses from accessing the PartnerUp Service or any portion of PartnerUp’s computer networks.

29) Unauthorized Users

It is possible that other PartnerUp Members or users (including unauthorized users) may potentially transmit offensive, malicious, or obscene materials on the PartnerUp Service and that you may be involuntarily exposed to such offensive, malicious, or obscene materials. Further, it is possible for other users to obtain personal information about you due to your use of the PartnerUp Service, and that such information may be used to harass or injure you. PartnerUp is not responsible for the use of any personal information that you provide on the PartnerUp Service. Be careful when selecting the type of information that you post on the PartnerUp Service or otherwise transmit to others.

30) Modifications to Service

PartnerUp reserves the right at any time to modify or discontinue, temporarily or permanently, the PartnerUp Service (or any part thereof) with or without notice. You agree that PartnerUp shall not be liable to you or any third party for any modification, suspension, or discontinuance of the PartnerUp Service.

31) Changes to this Agreement

PartnerUp may change this Agreement at any time by posting the updated Agreement on the PartnerUp web site. Your use of the PartnerUp Service or any PartnerUp web site after we post changes to this Agreement, shall constitute your acceptance of such changes.

32) International Use

At this time, the PartnerUp Service is designed and intended only for use in the United States by residents of the United States. We make no representation that any Content on any PartnerUp Site is appropriate or available for use in locations outside of the United States, and accessing any PartnerUp site from territories or locations where the Content of the PartnerUp sites or PartnerUp Service is illegal is prohibited. If you choose to access any PartnerUp site from outside of the United States, you do so on your own initiative and you are responsible for compliance with all local laws.

33) Choice of Law and Jurisdiction

This Agreement and the relationship between you and PartnerUp shall be governed by the laws of the State of Minnesota without regard to its conflict of law provisions. You and PartnerUp agree to submit to the personal and exclusive jurisdiction of the courts location within Hennepin County, Minnesota.

34) Notices

Legal notices to PartnerUp shall be sent via registered mail or overnight courier to: Deluxe Enterprise Operations, Inc. Attn: General Counsel, 10050 Crosstown Circle, First Floor, Eden Prairie, MN 55344. Legal notices to you may be sent via the PartnerUp messaging system, e-mail, or postings on the PartnerUp Service. In the event a legal notice is sent to you via the PartnerUp messaging system or via a posting on the PartnerUp Service, such notice shall be deemed given effective immediately upon its posting.

35) Section Headings

The section headings in this Agreement are for convenience only and have no legal or contractual effect.

36) Entire Agreement

This Agreement and any supplemental terms, policies, guidelines, and rules posted by PartnerUp to the PartnerUp.com web site, or any subdomain thereof, shall constitute the entire agreement between the parties and shall supersede all previous written or oral agreements. You may be subject to additional terms and conditions that may apply when you use or purchase certain other PartnerUp services.

37) No Waiver

PartnerUp’s failure to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

38) Severability of Terms

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intentions of the parties, and all other provision of this Agreement shall remain in full force and effect.

39) Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action against PartnerUp arising out of or relating to use of the PartnerUp Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or shall be forever barred.

40) Non-Transferability

Your PartnerUp account is non-transferable and any rights to your PartnerUp account or Content within your account may not be transferred, assigned or otherwise conveyed, by operation of law, estate, or otherwise, without the prior written consent of PartnerUp.

41) Violations

Please report any violations of this Agreement by contacting us.