Terms & Conditions
Welcome to PartnerVine!
These Terms govern your use of PartnerVine, unless you are in the United States of America. If you are in the United States of America, you are subject to different terms and conditions, which may be found here: https://www.partnervine.com/us-terms-conditions.
Part I: Scope, Platform Overview and Registration
Thanks for choosing PartnerVine ("PartnerVine", "we", "us","our"). PartnerVine is a common portal for law firms to sell their products and services (the “Platform”). On the Platform the users get access to software prepared by law firms or service providers (the “Product” or "Products").
- your access to and use of the Platform and any mobile application related to the Platform. By accessing and using the Platform or any mobile application related thereto, you agree to comply with these Terms. You may not access and use the Platform if you do not agree to the version of the Terms posted on the Platform at the time of your access or use.
- the licensing of Products and the provision of legal services offered on the Platform. However, additional terms and conditions of the respective licensor / service provider may apply. The users will be provided those terms and conditions in the disclosure accompanying the Product (the "Author's Note") or in additional terms and conditions agreed to at the time of purchase.
These Terms do not govern the contractual relationship between the law firms or service providers and us with respect to the provision of Products or services. That relationship is governed by separate agreement.
These Terms are the sole agreement and covenant between PartnerVine and you as user with respect to the scope of these Terms and will supersede any other agreement or covenant, including, but not limited to, any terms and conditions of you or the legal entity on behalf of which you access and use the Platform.
2. Platform Overview
PartnerVine is responsible for managing payments on the Platform and suppliers are responsible for their Products. The Product can be sold to users of the Platform in two ways:
- Supplier Terms. In this case, the provider of the Product ("Supplier") is your counterparty for the purchase of a Product. You agree to the Supplier’s terms and conditions and PartnerVine manages payments for the purchase of the product on the Supplier’s behalf.
- PartnerVine Terms. In this case, PartnerVine is your contractual counterparty when you buy a Product, and you must agree to PartnerVine’s terms at the time of purchase.
In respect of Products supplied by PricewaterhouseCoopers AG, PartnerVine terms will apply. In respect of Products provided by other Suppliers, you will be informed as part of the purchase process if your purchase is governed by Supplier or PartnerVine Terms.
Please note that in neither case does PartnerVine act as a representative of the providers of the Product. PartnerVine is solely responsible for the Platform. PartnerVine cannot be held liable if the law firms or service providers are unable or unwilling to fulfil contracts concluded over the Platform.
3.1. Registration on the Platform
Users may access the Platform generally without any registration. It is also possible to access the descriptions of Products and services without registering.
The set up of a user’s account (the “Account”) is, however, necessary to use all functions provided on the Platform. The Account requires the choosing of a user name and a password (the “Log-in Data”).
Users may freely choose a user name as long as the chosen name does not infringe the law or the right of any third person and does not consist of the name of a country or the category of service, unless this is part of the user’s formal name. There is no right to the assignment of a specific user name.
Users are responsible for keeping the Log-in Data confidential. Users are prohibited from granting access to third parties to their Account without the express consent of PartnerVine. In the case of unauthorized access to their Accounts, users must immediately notify PartnerVine.
Any natural person or legal entity may register as a user. Only persons of legal age (at least 18 years old) are permitted to use the Platform and only one user account per individual is permitted. For users registered as a private customer, users must register personally and provide their real names and address. For users registered as a company, users must provide the personal details of the representative of the company, including their real names and business address. Users warrant and represent that all of the data provided for registration is accurate. No user whose framework agreement (see Part II Section 1 below) has been terminated by PartnerVine for good cause in the past may - without the explicit consent of PartnerVine – re-register.
The use of the Platform is only possible if a current and valid email address is provided. This email address serves communications with PartnerVine and will be used for all correspondence related to the contract. PartnerVine will send information regarding the Platform to this email address.
For technical reasons, it is impossible for PartnerVine to establish with certainty whether any user is in fact the person he or she represents to be. Therefore, PartnerVine assumes no liability for the actual identity of a user. Each user is solely responsible for checking the actual identity of another user especially when concluding any kind of agreement over or with respect to the Platform.
PartnerVine reserves the right to deny the set up of an Account in the case that there are indications of misconduct and to delete existing Accounts in the case of an infringement of these Terms.
3.2 Social Sign-in
If users access the Platform through a Social Networking Site, they agree that PartnerVine may access, make available, and store (if applicable) any information, data, text, messages, tags, and/or other materials accessible through the Platform that they have provided to and stored in their Social Networking Site account so that it is available on and through the Platform via their account and profile page. Subject to the privacy settings that users have set with the Social Networking Site account they use to access the Platform and any request they have made to make a Platform posting anonymous, personally identifiable information that they post to that Social Networking Site may be displayed on the Platform. If users have decided to sign up for the Platform through a Social Networking Site, they are required to provide their real name, address and other identifying material to the Platform upon request.
The relationship of the users with the Social Networking Sites is governed solely by their agreement with those Social Networking Sites and PartnerVine disclaims any liability for personally identifiable information that may be provided to us by a Social Networking Site in violation of the privacy settings that users have set with that Social Networking Site account.
Part II: Use of Platform
1. Access and Use Contract
The contract between the users and PartnerVine about the access to and the use of the Platform and any potential future mobile application of PartnerVine is executed by the conclusion of the online registration process (see Part I Section 3 above). The conclusion of the contract forms a framework agreement between a registered user and PartnerVine for an indefinite period of time until terminated by one of the parties in accordance with these Terms.
2. General Use of the Platform
Users may access and use the Platform in accordance with these Terms at any given time. Users may use the different services and functionalities on the Platform such as are available from time to time.
In respect of legal information in the “Ask a lawyer” section of a product page or elsewhere on the Platform, the legal information found on PartnerVine is for general informational purposes only and is not to be considered the provision of legal services. Accessing such information does not create an attorney-client relationship between you and PartnerVine, or you and a Supplier. Such information is not a substitute for an in-person or telephonic consultation with a lawyer licensed to practice in your jurisdiction about your specific legal issue, and you should not rely on such legal information.
PartnerVine reserves the right to modify the services and functionalities offered on the Platform and/or to offer services that differ from those offered at the time of the user's registration at any time. However PartnerVine will take the user’s interests into account and refrain from changes that are unreasonable to the user.
3. Uploading Content
3.1 Questions, News, Comments, Reviews
Users may within the user’s profile or elsewhere on the Platform upload questions, news, comments, reviews, links, photographs, videos or any other information (“Content”). However there is no legal obligation for PartnerVine to place or publish any Content on the Platform. Without giving reasons, Content may be rejected, removed, edited or placed in different areas of the Platform. Users may be informed about those changes; however PartnerVine is not obliged to do so.
Each user will take the utmost care that all Content uploaded by him on the Platform is correct. When placing hyperlinks the users must make sure that the links actually work. In addition, the same obligations as for Content apply to the content of the linked website.
Users are solely responsible for any and all Content posted by them on the Platform, as well as the representations they make to us about the Content. Users represent and warrant the Content does not violate the contractual rights, privacy rights, publicity rights, copyright rights, or other rights of any person.
While PartnerVine has no obligation to do so, PartnerVine reserves the right to review and delete (or modify) any Content that we believe, in our sole discretion, violates these Terms or other applicable policies posted on PartnerVine, or that we deem, in our sole discretion, inappropriate. If you see any Content on PartnerVine that you believe violates our policies, you may report that Content to us. Once notified, we will review the Content and consider whether to remove or modify it. Please note: Our interpretation of our policies and the decision whether or not to edit or remove Content is within our sole discretion. You understand and agree that if we choose not to remove or edit Content that you find objectionable, that decision will not constitute a violation of this or any agreement we have with you.
In respect of questions posted for Suppliers in the “Ask a lawyer” section of a product page or elsewhere on the Platform, corresponding with or asking questions to a lawyer via the Platform does not create an attorney-client relationship between you and PartnerVine, or you and a Supplier. You understand that questions, answers or other postings to the Platform are not confidential and are not subject to attorney-client privilege.
PartnerVine may at its own discretion elaborate on these rules for using the Platform at the designated area on the Platform. Users accept that they will abide by those additional rules and that those rules form an integral part of these Terms.
The Products provided on the Platform to users may include automated legal documents, issue navigators or other software. The Products allow the user to generate analysis and contract drafts by him or herself or to have a substantial influence on the generation of the analysis or contract draft. The Products are generally generated in applications hosted on the IT environment of the provider of the Product, unless otherwise notified to the user. When a user orders a Product, the user will be directed to the respective application of the service provider. This does, however, not necessarily mean that the contract regarding the legal document is concluded between the user and the service provider. The user will always be notified during the ordering process to agree to the terms and conditions governing the offer. In respect of Product supplied by PricewaterhouseCoopers AG, these terms and conditions apply and PricewaterhouseCoopers AG is not a counterparty to your contract.
Products usually require the user to answer certain questions or to provide specific information. The respective information requested by a Product is also qualified as Content for the purpose of these Terms, provided that, information submitted by a user during the "interview" process for the purpose of generating an analysis or automated legal document shall not be used by PartnerVine other than in relation to generating your results or as otherwise agreed with you. Generally, the information requested is automatically implemented into the Product software in order to generate a more specific user-oriented answer. The respective Products are for the purpose of these Terms dealt with in the same way as any other legal documents or analysis, i.e. the warranties for legal documents or analysis apply to these self-generated Product results as well.
It is the user’s responsibility to answer the questions or to provide the required information in a correct, complete and accurate manner. The quality of the information provided affects the analysis and drafting generated.
As there is no attorney-client relationship related to the provision of information to PartnerVine or a product for which PartnerVine is the contractual counterparty, the user should not expect to benefit from an attorney's professional confidentiality obligations or attorney-client privilege.
4. User’s Duties
Users undertake to ensure that any use of the Platform and any Content placed on the Platform does not violate any applicable law or morality by its content, matter or form. The same applies to external hyperlinks placed by users and the content of the websites linked. It is explicitly forbidden to publish Content that constitutes, relates to or contains
- glorification or overexposure of violence and extremism of any kind
- encouragements or incitements for crimes or violation of law, threats against limb, life or property
- agitation against individuals or companies
- statements violating personality rights, libels, defamations of PartnerVine, other users or third parties and violation of Unfair Competition Law
- copyright infringements or other infringements of intellectual property law
- foul language
- sexual harassment of users or third persons
- offensive, sexist, obscene, crude, repulsive or nauseating materials, manners or mode of expression
- religious proselytising
Users must refrain from any activities capable of affecting or excessively straining the operation of the Platform or its technical infrastructure. This especially refers to:
- applying software, scripts and data bases in connection with the use of the Platform
- automatic readout, blocking, overwriting, modification, copying of data and/or other content unless necessary for the use of the Platform
- introduce software or automated agents to the Platform, or access the Platform so as to produce multiple accounts, generate automated messages, or to strip or mine data from Platform
- automated placement of Content unless expressly permitted by PartnerVine
- dissemination and/or communication to the public of any content of the Platform without permission of PartnerVine
When using the Platform users must not:
- try to manipulate any other users’ profile
- try to get knowledge of other users’ Log-in Data by any means
If any problems occur when using the Platform or its features, users will inform PartnerVine immediately. Users will also inform PartnerVine in any case they gain knowledge of Content published by others that is obviously violating applicable law or rights of third-parties or infringing this Section of these Terms.
5. Rights of Use regarding Content
PartnerVine does not claim ownership in any Content that users submit to the Platform, but to be able to legally provide the Platform to all users, we need to obtain certain rights to use the Content in connection with the Platform, as set forth below.
By submitting any Content to the Platform, users hereby grant to PartnerVine an unrestricted, irrevocable, perpetual, non-exclusive, transferable, fully-paid and royalty-free, license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, perform, display, create derivative works of, and distribute such Content in any and all media (now known or later developed) throughout the world. PartnerVine is, in particular, permitted to use the Content in order to perform services required by the user. No compensation will be paid with respect to the Content that you post to the Platform.
You should only submit Content to the Platform that you are comfortable sharing with others under the terms and conditions of these Terms.
Users warrant and represent that all Content uploaded is free of any opposing intellectual property of third parties and guarantees that the license granted above can legally be granted to PartnerVine.
Part III: Licensing and Service Contracts
1. Contract Conclusion
Products supplied by PricewaterhouseCoopers AG are subject to these terms and conditions and we are your contractual counterparty. As described above, we refer to purchases subject solely to these terms and conditions where the sole counterparty is PartnerVine as purchases subject to PartnerVine Terms. In addition, purchases from suppliers may be made directly from those suppliers, in which case we refer to the terms and conditions governing those purchases as Supplier Terms. The licensing contracts with respect to Products with Supplier Terms or PartnerVine Terms are concluded when you click on the acceptance of the terms and conditions to complete your order. The difference is that, when you agree to purchase a Product with Supplier Terms, you have a contract directly with the provider of the Product. In respect of Supplier Terms, PartnerVine is not your contractual counterparty for the purchase and you have no recourse to PartnerVine in respect of that purchase.
The presentation of Products and services on the Platform do not constitute a legally binding offer, but a non-binding online catalogue.
A binding order is only triggered once you have entered all of the data required for contract performance, have acknowledged these Terms and, if applicable, any additional contract terms and conditions, and have clicked on the button agreeing to conclude the contract. Until you click this button, you can add Products and services to your basket non-bindingly and change your data with the help of the correction aids as provided by and explained in the ordering process. When you send the order, this is treated as your offer to conclude a contract.
Once you have submitted your order, you will be sent an automatically generated confirmation of receipt of your order by email. This contains the data for your order and these Terms, which you can save and print. Except for Products paid by invoice, a contract is not yet agreed based on this confirmation of receipt; the confirmation of receipt merely documents that we have received your order. For products paid by invoice, the confirmation of receipt of your order constitutes an agreement to the contract.
The contract is concluded for credit card payments when your credit card is debited. The contract is concluded for PayPal when PayPal approves your payment. For users in Switzerland and Liechtenstein that are buying Products from UBS Business Solutions AG ("UBS") by PartnerVine invoice, the contract is concluded when you receive your order confirmation. For users in Switzerland and Liechtenstein that are buying products by invoice from Swissbilling SA ("Swissbilling"), the contract is concluded for payments-by-invoice when you have concluded the payment-by-invoice checkout process with Swissbilling, the third party service provider that manages payments by invoice in Switzerland and Liechtenstein other than for Products from UBS. When purchasing by credit card or PayPal, we will send you an email as a receipt of your purchase.
The contract is only agreed for the items explicitly listed in the invoice, order confirmation or download notification. The scope of performance is limited to these listed items.
2. Prices and Delivery
Outside of Switzerland, Liechtenstein and certain states in the United States of America, the prices of the Products and services on the Platform do not include VAT or sales tax. In countries or states that include a reverse charge or self-assessment for VAT or sales tax, that reverse charge or self-assessment is your responsibility.
In Switzerland, Liechtenstein and certain states in the United States of America, the stated prices in the description of the Products include VAT or sales tax, which is as described in your receipt.
In Switzerland and Liechtenstein, there are additional costs that will be charged to you if you want to pay by invoice instead of with a credit card or PayPal. Among the charges set forth by Swissbilling, the third party that manages our payments by invoice in Switzerland and Liechtenstein, an amount of CHF 2.90 is charged for the issuance of each invoice and an additional amount of CHF 2.40 is charged for sending your invoice by post. You do not have those charges when you pay with a credit card or PayPal.
Ordered Products are generally provided for immediate download. Users are entitled to view the legal documents there to the extent and for the period contractually agreed using their online access (website or mobile app), to download them and to save them on their personal end device. Provided that a specific number of downloads has been agreed, this number applies to the total number of PDF, Word or other file downloads, unless agreed otherwise.
The provision of ordered legal services, in particular the time of service provision, must be agreed between the user and the respective service provider and is generally set forth in the description of the service.
3. Payment methods
The following payment methods are offered on the Platform: There is no entitlement to use of a specific method of payment.
After placing your order, you provide your credit card details and confirm your identity. If approved, the credit card company will automatically execute the payment transaction and will charge your card.
After placing your order, you are referred to PayPal's payment process. PayPal approves the payment transaction and charges you according to your agreement with PayPal.
Payment by invoice in Switzerland and Liechtenstein for UBS Products
For Products sold by UBS with the PartnerVine invoice payment method, you will be invoiced by PartnerVine. UBS has assigned its claim for payment in respect of UBS Products to PartnerVine. In that respect, you acknowledge that, when you choose to purchase a UBS Product, you will pay by invoice administered by PartnerVine. You agree to the following terms for invoicing by Partnervine:
- PartnerVine will send you an invoice by email. Unless agreed by PartnerVine otherwise, the email will be sent to the email address used for your account registration.
- Invoices are payable within 30 days, unless otherwise agreed upon.
- PartnerVine retains the right to engage third parties to perform credit checks and assist with debt collection.
- You agree that PartnerVine may share your information, including personal data, with third parties assisting with credit checks and debt collection, including information on your payment history with PartnerVine.
- In the event of a delay of payment, you will be charged dunning fees and other costs related to late payment, including costs of third parties assisting PartnerVine with credit checks and debt collection.
Payment by invoice in Switzerland and Liechtenstein for Products other than UBS Products
If selecting payment by invoice as your payment method, you will be sent an invoice for the ordered items. This payment method is solely open for users, individual persons and legal entities in Switzerland and Liechtenstein.
Payments by invoice for Products other than UBS Products are managed by our third party service provider, Swissbilling. When you choose the payment-by-invoice option, you agree to the following terms of Swissbilling:
- Swissbilling will send you an invoice separately from the order by post.
- Invoices are payable within 30 days, unless otherwise agreed upon.
- Your maximum order for your first purchase using the payment-by-invoice service is CHF 3,000.00.
- For security matters, Swissbilling will require that the mailing address and billing address are identical.
- Swissbilling retains the right to have a credit check control done through its partner CRIF AG in Zurich (Tel.: 0848 333 222, www.crif.ch). If necessary, your payment period may also be reported to CRIF AG.
- If you choose payment-by-invoice, an additional fee of CHF 2.90 will be charged to you by Swissbilling for administering the invoice, and an additional fee of CHF 2.40 will be charged to you by Swissbilling for sending the invoice by post. These charges are billed in your Swissbilling invoice.
- In the event of a delay in payment, dunning fees of at least CHF 10.00 may be levied.
- Your personal data may be used by Swissbilling for billing purposes.
- Your data will be kept confidential by Swissbilling and will not be passed on to third parties, except in respect of PartnerVine and Cembra Money Bank AG for all matters in relation to your purchase and CRIF AG in relation to the credit check control.
Please note that, for payments by invoice, we need to assign our claim for payment to Swissbilling. In that respect, you acknowledge that, when you choose to pay by invoice, PartnerVine assigns the payment claim against you to Swissbilling. The assignment is executed at the time of invoicing. Swissbilling may re-assign that claim to PartnerVine according to its terms of business, or assign that claim to a debt collection agency in case you do not pay on time.
Any additional expenses and fees accrued by Swissbilling or PartnerVine in connection with the collection of pending payments, in particular the fees for the transfer of the payment claim to a debt collection agency and any accrued debt collection costs, are to be paid by you.
Chemin des Fayards 2
CH-1032 Romanel sur Lausanne
Tel.: 058 226 10 50
If you purchase a subscription, your subscription will continue until terminated. Unless you cancel your subscription before your billing date, you authorize us to charge the subscription for the next billing cycle to your Payment Method (see "Billing and Cancellation" below). This section applies to products purchased as a subscription.
You may be eligible for a free trial. The duration of the free trial period of your subscription will be specified during sign-up and is intended to allow new users and certain former users to try the service. We may limit eligibility or duration of a free trial to prevent free trial abuse. We reserve the right to revoke the free trial and put your account on hold in the event that we determine that you are not eligible. We may use information such as device ID, method of payment or an account email address used with an existing or recent subscription to determine eligibility.
Billing and Cancellation
A subscription will be charged to your Payment Method at the time of purchase, and on the specific billing date indicated on the “Your Products” page. The length of your billing cycle will depend on the product you purchase. In some cases your payment date may change, for example if your Payment Method has not successfully settled or if your paid subscription began on a day not contained in a given month. Visit our website and click on the "Your Products" page to see your next payment date.
You authorize us to charge any Payment Method associated with your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Local tax charges may vary depending on the Payment Method used. Check with your Payment Method service provider for details.
You can update your Payment Methods by going to the "Payment Method" page. We may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).
You can cancel your subscription at any time, and you will continue to have access to your subscription through the end of your billing period. Payments are non-refundable and we do not provide refunds or credits for any partial use of a subscription. To cancel, go to the "Your Products" page and follow the instructions for cancellation. If you cancel your subscription, your subscription will end automatically at the end of your current billing period. To see when your subscription will end, click on the details of your product on the "Your Products" page.
We may change the terms of a subscription and the price of subscriptions at any time.
5. Use Rights / Use Restrictions
With the execution of a licensing contract for a Product, the user is granted certain rights to use that Product. Rights, title, and interest in the Product will, however, remain with the original owner and are not transferred to the user.
The rights to use the Product may vary. Furthermore, if the Product is offered and licensed not by PartnerVine, but by a law firm or service provider pursuant to Supplier Terms, general terms and conditions of the respective law firms or service providers may apply with regard to the use of that Product.
The user will be notified and informed about the specific use rights or use restrictions and, if applicable, additional general terms and conditions in the Author's Note for the Product, the video accompanying the Author's Note, or in the terms and conditions agreed to at the time of purchase. Prior to completing a purchase, the user must not only accept these Terms, but also the specific use rights regulation and, if applicable, the additional general terms and conditions.
In the case that no specific use rights or use restrictions are included in the Author's Note, video accompanying the Author's Note or terms and conditions agreed to at the time of purchase, the following default provisions apply:
- Unless otherwise agreed upon, the license grants the right to use the Products for the purposes described in the Author's Note, to run the questionnaire and to download the results of the questionnaire unlimited times and to execute an unlimited number of copies of those results.
- Unless otherwise agreed upon, the rights granted extend to all employees of a legal entity and branches of a legal entity, if the respective legal entity has registered as a user. However, the use rights of legal entities are, unless otherwise agreed upon not extended to any other company of a group of companies. Such other companies must obtain license rights on their own.
- In case that the ordered service includes downloads of legal documents or reports, the rights are granted with the extension that users are entitled to save the legal documents on data carriers, view them on a screen based on these data carriers and to print them out for purposes permitted in this Section, and, if necessary, to copy them.
- Users are granted a simple, non-exclusive, non-sub-licensable and non-transferable right of use for the ordered legal documents during the contract term. The right of use entitles users to download the legal documents for the ordinary business purpose anticipated by the nature of the document, i.e. when using the template for concluding a business contract with another business partner. The users are, however, without the explicit consent of the law firms and service providers or PartnerVine, not permitted to use the legal documents for unlimited commercial purposes, in particular, but not limited to the sub-license or transfer of the rights in the legal documents to any third party. Furthermore, the users are not permitted to sell or transfer in another form printed copies of the legal documents to a third party in the sense of a resale.
6. Products and Services: Exclusion of Warranty and Liability
Unless otherwise agreed upon or determined, PartnerVine or the law firms or service providers, respectively exclude any warranty and liability with respect to such Products and services to the maximum extent permitted by the applicable law. The limitation of liability includes the liability for indirect or consequential damages.
Under no circumstances is responsibility assumed for any loss or damage resulting from use of Products and services offered on the Platform. The Products and services are provided "as is" and as available. Any warranties and conditions of any kind are expressly disclaimed, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. No warranty is made that: (1) the Products or services will meet your requirements; or (2) the results that may be obtained from the use of the Products and services will be accurate, reliable and as expected by the user.
The Products provided on the Platform are drafted with professional care. The Products do not, however, claim to be complete or accurate for any purpose. The Products are to be understood and used as checklists or drafting guidelines that provide indications on how to balance the typical interests of the involved contract parties.
The Products do not free the users from a diligent and responsible assessment. They are solely drafting proposals or an initial assessment. Contract laws generally provide contract parties regularly with a substantial discretion when determining contract provisions. Users may therefore also choose to integrate different provisions that may suit the interests of the respective user and the specific use constellation better. The users are responsible to assess and consider whether and which part of the template modifications are necessary in order to adjust the specific constellation and purpose.
If users need a tailor-made agreement or analysis, they must seek the advice of an attorney or other legal expert or request a legal service provided on the Platform that is connected with the respective Product and includes advice with respect to such Product.
For the avoidance of doubt: PartnerVine does not provide any legal advice. PartnerVine is mainly operating and hosting the Platform on which Products and services are offered. In cases where PartnerVine is the contractual counterparty with respect to the licensing of certain Products, this activity is not to be understood as legal advice. In cases where PartnerVine is offering a Product under an affiliated business line like PartnerVine Access, the use of the Product is not to be understood as legal advice.
For the further avoidance of doubt, users may not rely on the content in a Product appropriately addressing the facts and circumstances applicable to the user. The user must act for its own account in using the Product, and make independent decisions as to how a Product should be tailored to its own facts and circumstances, based upon his or her own judgment and upon advice from such legal and other advisers as the user has deemed necessary.
Part IV: General Provisions
1.1 Access and Use Contract
The contract shall generally be concluded for an indefinite period of time. It can be terminated by both parties with immediate effect (de-activation of the Account). Any payment due remains unaffected by a termination by the user.
Besides and beyond that the parties’ rights to extraordinarily terminate the contract for cause remain unaffected. A termination for good cause on behalf of PartnerVine is justified in any case of a serious breach of these Terms, among other things, when:
- the user violates his obligations under these Terms, especially if the user fails to register under his own name, chooses a prohibited user name or re-registers after having been terminated by PartnerVine for good cause in the past.
- the user violates the users’s duties set forth in Part II Section 4 of these Terms in a manner that makes it, in PartnerVine's opinion, unsuitable for PartnerVine to continue the contract with the user.
Termination notices can be given by email, fax or other written correspondence.
All provisions of these Terms shall survive termination or expiration of these Terms except those granting access to or use of the Platform. PartnerVine will have no liability whatsoever to the users for any termination of their account or related deletion of their information.
Instead of declaring the termination of the contract for good cause, PartnerVine may block the user’s access to the Platform for an indefinite period in its sole discretion. PartnerVine shall instead of terminating the contract exercise the right to only block the user’s access to the Platform in cases of reasonable suspicions of illegal action. In addition, PartnerVine may block the user in the event the authenticity of the user’s profile is in question or the email address given in the user’s profile is not available.
In case of the termination of the contract, the user can no longer access his Account. PartnerVine may delete any Content provided by the user.
1.2 Licensing and Service Contracts
Unless otherwise agreed upon, the licensing contracts with respect to Products are concluded for an indefinite period of time. Each party may terminate the contract for good cause. The licensing contracts may, in particular, be terminated if one of the parties breaches these Terms and any additional terms and conditions set forth in connection with the licensing of the Products offered on the Platform, such as an infringement of the use rights / use restrictions or any other license provisions set forth by the respective licensor.
Upon the termination of a license contract, the user will promptly cease all use and return or destroy all copies of the Products covered by the respective license as instructed. Unless otherwise agreed upon, the user is, however, permitted to continue the use of “second hand works”, i.e. agreements that are created based on a legal template or document ordered by the user on the Platform, as long as the creation and development of the agreement was executed in compliance with the terms applicable to the respective licensing contract.
The service contracts with regard to legal services offered on the Platform are concluded for an unlimited period of time. The service contract ends when the legal service that is agreed upon between the Parties is completed.
2. Warranty and Liability for the Platform Operation and Functionalities
This provision governs the warranty and liability of PartnerVine with respect to the operation of the Platform and its functionalities. The warranty and liability with respect to Products is set out in Part III Section 6 of these Terms.
PartnerVine endeavours to offer a steady service free of interferences. However, this applies to services PartnerVine can influence. The user recognises that a full and complete availability of the Platform at all times is technically impossible. PartnerVine may limit the accessibility of the Platform partially, temporarily or permanently for reasons such as maintenance work, capacity issues or because of other issues outside its sphere of influence.
PartnerVine assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication with other users. PartnerVine is not responsible for any problems or technical malfunction of any hardware and software due to technical problems on the Internet or on the Platform or combination thereof, including any injury or damage to visitors or to any person's computer related to or resulting from participation or downloading materials in connection with Platform. Under no circumstances shall PartnerVine be responsible for any loss or damage resulting from use of the Platform or from any Content posted on the Platform or transmitted to users, or any interactions between users of the Platform, whether online or offline.
The Platform is provided "as is" and as available. PartnerVine expressly disclaims any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. PartnerVine does not warrant that: (1) the Platform will meet your requirements; or (2) the results that may be obtained from the use of the Platform will be accurate or reliable.
Content uploaded to the Platform by the users will not be pre-checked by PartnerVine. Therefore PartnerVine cannot be held responsible for the validity, legitimacy, accuracy, reliability, actuality, adequacy and/or completeness of the Content and/or any other information available through the Platform.
To the maximum extent permitted by applicable laws, PartnerVine is not liable for negligent breaches of duty. PartnerVine’s liability for malice, gross negligence, injuries to persons and liability according to mandatory legal provisions remains unaffected by the aforementioned limitations of liability.
The limitation of liability applies to damages caused by authorised auxiliary persons as well. PartnerVine is not liable for acts of users or third parties. These persons do not act as vicarious agents of PartnerVine. Liability for indirect or consequential damages is excluded to the extent permitted by law.
Users will keep PartnerVine and its employees or agents indemnified against all claims of third parties regarding alleged or actual violations of rights and liberties and/or violation of third-party rights by acts of the users in connection with the use of the Platform and/or Content published by the users.
Users will compensate PartnerVine for all costs incurred by claims of third parties against PartnerVine. Eligible costs include costs for appropriate legal actions and defence that arise for fighting claims of third parties. In this case PartnerVine will inform the user about required legal measures immediately.
4. Intellectual Property Rights
The Platform contains not only the legal templates and documents or Content provided by the users (see Part II Section 2 and 5 of these Terms), but also content provided by PartnerVine and its licensors („PartnerVine Content“). PartnerVine and / or its licensors own and retain all proprietary (and intellectual property) rights in this PartnerVine Content they each provide and PartnerVine owns and retains all property rights in the Platform. If you are a user, PartnerVine hereby grants you a limited, revocable, non-sub-licensable license under the intellectual property rights licensable by PartnerVine to download, view, copy and print PartnerVine Content solely for your personal use in connection with using the Platform. Except as provided in the foregoing, you agree not to: (1) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the Platform or the PartnerVine Content; or (2) rent, lease, loan, or sell access to the Platform.
PartnerVine ® is a registered trademark of PartnerVine. The trademarks, logos and service marks ("Marks") displayed on PartnerVine are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of the third party that owns the Mark.
5. Links to Third Party Websites
The Platform may contain links to third party websites. PartnerVine does not monitor or have any control over, and makes no claim or representation regarding third party websites. To the extent such links are provided on the Platform, they are provided only as a convenience, and a link to a third party website does not imply our endorsement, adoption or sponsorship of, or affiliation with, such third party website. When the users leave the Platform to visit a third-party website, these Terms no longer govern.
6. Data Privacy
You hereby agree that the personal data entered by you in the course of using the Platform may be saved for the purpose of contract processing. In addition, you agree to the use of your personal data to personalise the ads and product offers shown on the Platform. For that purpose, PartnerVine may profile the personal data provided by you.
Apart from that PartnerVine only uses your data in legally permissible cases (e.g. for advertising by letter or for target-group-specific online ads). To the extent that PartnerVine uses your data for a purpose requiring your approval according to the legal requirements, PartnerVine will ask you for your explicit approval. You may revoke any approval that you have given at any time and/or object to the future use of your data.
7. General Provisions
PartnerVine reserves the right to amend these Terms at any time without stating reasons. The new Terms will be marked with the date they were updated, displayed in the course of the login procedure or may be sent to the users by email. By continuing to use the Platform the users agree to the changes. The same applies if – in case of the new Terms being sent via email – the user fails to disapprove of the application of the new Terms within two weeks after receipt of the email. In case of disapproval by the user PartnerVine may terminate the access and use contract (see Part II Section 1 of these Terms) with three month notice.
If any provision or clause of these Terms shall be held invalid, this invalidity shall not affect any other provisions. The invalid provision shall be deemed to be replaced with a legally effective provision coming as close as possible to the commercial sense and purpose of the invalid provision. The same shall apply to any gap in these Terms.
PartnerVine is entitled to transfer this contract with all its rights and duties to any third party.
These Terms (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the province or country listed below, without regard to choice or conflicts of law principles. You and PartnerVine agree to the exclusive jurisdiction of the courts listed below to resolve any dispute, claim, or controversy that arises in connection with the Terms (and any non-contractual disputes/claims arising out of or in connection with them). For the sake of good order, users in the United States of America are subject to different terms and conditions, which may be found here: https://www.partnervine.com/us-terms-conditions.
- If you are domiciled in Canada, the laws of the Province of Ontario govern these Terms and the courts with exclusive jurisdiction are located in Toronto, Ontario.
- If you are domiciled in the United Kingdom or India, the laws of England and Wales govern these Terms and the courts with exclusive jurisdiction are located in London, England.
- If you are domiciled in Switzerland or a country other than those discussed above, the laws of Switzerland (with the exclusion of the Vienna Sales Convention) govern these Terms and the courts with exclusive jurisdiction are located in the City of Zurich, Switzerland.
In the event of a dispute between you and PartnerVine, the parties agree to negotiate in good faith a resolution of the dispute. A party who intends to seek resolution of a dispute or claim must first send a written notice of the dispute to the other, by (i) the courier services of Federal Express, UPS or DHL (for each of those services, the service requiring a signature of the recipient will be used), (ii) the registered mail or urgent business courier service of Swiss Post, or (iii) in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). PartnerVine's address for Notice is: PartnerVine GmbH, Attn: General Counsel, Lavaterstrasse 97, 8002 Zurich, Switzerland. The Notice must (1) describe the nature and basis of the claim or dispute, (2) set forth the specific relief sought, and (3) request arbitration in English if you are concerned with the cost of travel or the language of a Swiss court proceeding. If a resolution cannot be reached after at least thirty (30) days of negotiations, the dispute shall be resolved either through arbitration, if agreed to by the parties, or in the court having exclusive jurisdiction.
Class Action Waiver. Where permitted under applicable law, you and PartnerVine agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative action. Unless both you and PartnerVine agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
Unless otherwise agreed upon, the ordinary courts at the domicile of the respective law firm or service provider shall have exclusive jurisdiction with regard to any dispute arising from or in connection with the Supplier Product Terms between such law firms and service providers and users.
8. Contact Us
If you have any questions concerning PartnerVine’s Terms, please contact PartnerVine Customer Service by visiting the Contact section of our website.
Thank you for reading our Terms. We hope you enjoy PartnerVine!
8002 Zurich, Switzerland
Business identification number: CHE-191.491.187
Last updated: 21 June 2022