US Terms & Conditions
Welcome, and thank you for your interest in PartnerVine LLC ("PartnerVine," "we" or "us") and our website at www.partnervine.com, along with our related websites, networks, applications, mobile applications, and other services provided by us (collectively, the "Service"). These Terms and Conditions are for users located in the United States of America. If you are located outside the United States of America, you are subject to different terms and conditions, which may be found here: https://partnervine.com/terms-conditions. These Terms and Conditions are a legally binding contract between you and PartnerVine regarding your use of the Service.
Please read the following terms carefully.
If you are not eligible, or do not agree to the Terms, then you should not purchase any product and you do not have our permission to use the Service. Your purchase of a Product and use of the Service, and PartnerVine's provision of any Product or the Service to you, constitutes an agreement by PartnerVine and by you to be bound by these terms.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 16, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and by accepting these Terms, you and PartnerVine are each waiving the right to a trial by jury or to participate in any class action or representative proceeding. You agree to give up your right to go to court to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a neutral arbitrator and not a judge or jury. (See Section 16.)
1. PartnerVine Service Overview
PartnerVine is a common portal for law firms to sell their products and services. Users get access to automated legal documents, templates and other documents authored by law firms or service providers ("Products").
You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
3. Accounts and Registration
To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at email@example.com.
4. General Payment Terms
Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are non-refundable.
PartnerVine reserves the right to determine pricing for the Service. PartnerVine will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information. PartnerVine may change the fees for any feature of the Service, including additional fees or charges, if PartnerVine gives you advance notice of changes before they apply. PartnerVine, at its sole discretion, may make promotional offers with different features and different pricing to any of PartnerVine's customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
You authorize PartnerVine to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by PartnerVine, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, PartnerVine may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. An order is accepted when your credit card is debited.
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.
(a) Free Trials
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.
(b) 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.
(c) We may change the terms of a subscription and the price of subscriptions at any time.
4.4 Delinquent Accounts.
PartnerVine may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any of the unpaid amount, including collection fees.
5.1 Limited License to Use the Service.
Subject to your complete and ongoing compliance with these Terms, PartnerVine grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.
5.2 Service License Restrictions.
Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.
If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service ("Feedback"), then you hereby grant PartnerVine an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
5.4 License to a purchased Product.
The license for any purchase Product will be governed by separate terms and conditions presented at the time of purchase (a "License Contract"). With respect to Products provided by third parties, you will be informed as part of the purchase process if a third party supplier's and/or these Terms govern the terms of your purchase. If a third party's License Contract applies, then you agree that your use of the Product and related Service is subject to such License Contract. In no case does PartnerVine act as a representative or a third party supplier of a Product. PartnerVine is solely responsible for the Services. PartnerVine is not liable if the third party suppliers are unable or unwilling to fulfil ontracts concluded over the Platform. You agree taht we have no liability or responsibility for any Product provided b or pursuant to a third party License Contract.
5.5 PwC Products.
PricewaterhouseCoopers AG does not sell Product via our Service to US residents.
5.6 Specific Rights and Restrictions.
You will be notified and informed about the specific use rights or use restrictions and, if applicable, additional general terms and conditions in the dlsclosure accompanying the Product (the "Author's Note"), the video accompanying the Author's Note, or in the terms and conditions agreed to at the time of purchase. 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 provisions will apply:
(a)Unless otherwise agreed upon, the license grants the right to use the Product for the purposes described in the Author's Note, to run the questionnaire and to download the legal documents unlimited times and to execute an unlimited number of copies of the legal document;
(b) 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;
(c) In case that the order service includes downloads of legal documents, 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;
(d) You 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 you 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. You are, however, without the explicit consent of the Product provider of PartnerVine, not permitted to use the legal documents for the sub-license or transfer of the rights in the legal documents to any third party. Furthermore, you 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.
5.7 License Contract Termination.
Upon the termination of a License Contract, you must promptly cease all use and return or destroy all copies of the Products covered by the respective license as instructed. Unless otherwise agreed upon, you will be permitted to continue the use of "second hand works", i.e. agreements that are created based on a legal template or document ordered through the Service, as long as the creation and development of the agreement was executed in compliance with the terms applicable to the respective licensing contract.
5.8 Product Disclaimer.
Unless otherwise agreed upon or determined, PartnerVine and third party suppliers of Products, respectively exclude any warranty and liability with respect to such Products 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. The Products 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 will meet your requirements; or (2) the results that may be obtained from the use of the Products will be accurate, reliable and as expected by you. The Products are drafted with professional care, but do not claim to be complete or accurate for any purpose.
5.9 Not Legal Advice.
(a) 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 parties. The Products do not free you from a diligent and responsible assessment. They are solely drafting proposals or initial assessments. In respect of automated documents, contract laws generally provide contract parties regularly with a substantial discretion when determining contract provisions. You may therefore also choose to integrate different provisions that may suit your interests and specific use better. You are responsible for assessing and considering whether and which part of the template modifications are necessary for your purposes. If you need a tailor-made agreement or assessment, you must seek the advice of an attorney or other legal expert.
(b) In respect of legal information in an article on PartnerVine, the "Ask a lawyer" section of a product page or elsewhere on PartnerVine, 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 or corresponding with or asking questions of a lawyer on PartnerVine does not create an attorney-client relationship between you and PartnerVine, or you and a party that sells a Product on PartnerVine. 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. You understand that questions, answers or other postings on PartnerVine are not confidential and are not subject to attorney-client privilege.
(c) For the avoidance of doubt, PartnerVine does not provide any legal advice. PartnerVine is mainly operating and hosting the Service on which Products and services are offered. Even if PartnerVine should be the contract party with respect to the licensing of certain Products, this activity of PartnerVine is not to be understood as legal advice. For the further avoidance of doubt, you may not rely on the content in a Product appropriately addressing the facts and circumstances applicable to you. You must act for your own account in using the Product, and make independent decisions as to how a Product should be tailored to your own facts and circumstances, based upon your own judgment and upon advice from such legal and other advisers as you deem necessary.
6. Ownership; Proprietary Rights.
The Service is owned and operated by PartnerVine. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by PartnerVine are protected by intellectual property and other laws. All Materials included in the Service are the property of PartnerVine or its third party licensors. Except as expressly authorized by PartnerVine, you may not make use of the Materials. PartnerVine reserves all rights to the Materials not granted expressly in these Terms.
7. Third Party Terms.
7.1 Third Party Services and Linked Websites.
PartnerVine may provide tools through the Service that enable you to export information, including User Content, to third party services, including through features that allow you to link your account on PartnerVine with an account on the third party service, such as Twitter or Facebook, or through our implementation of third party buttons (such as “like” or “share” buttons). By using one of these tools, you agree that PartnerVine may transfer that information to the applicable third party service. Third party services are not under PartnerVine’s control, and, to the fullest extent permitted by law, PartnerVine is not responsible for any third party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under PartnerVine’s control, and PartnerVine is not responsible for their content.
7.2 Third Party Software.
The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.
8. User Content.
8.1 User Content Generally.
8.2 Limited License Grant to PartnerVine.
By providing User Content to or via the Service, you grant PartnerVine a worldwide, irrevocable, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.
8.3 Limited License Grant to Other Users.
By providing User Content to or via the Service to other users of the Service, you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.
8.4 User Content Representations and Warranties.
PartnerVine disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant that:
(a) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize PartnerVine and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by PartnerVine, the Service, and these Terms;
(b) your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause PartnerVine to violate any law or regulation; and
(c) your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
8.5 User Content Disclaimer.
We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. PartnerVine may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against PartnerVine with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, PartnerVine does not permit copyright-infringing activities on the Service.
8.6 Monitoring Content.
9. Prohibited Conduct.
By using the Service you agree not to:
(a) use the Service for any illegal purpose or in violation of any local, state, national, or international law;
(b) harass, threaten, demean, embarrass, or otherwise harm any other user of the Service;
(c) post User Content that constitutes, relates to or contains racism, 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, foul language, sexual harassment of users or third persons, pornography, offensive, sexist, obscene, crude, repulsive or nauseating materials, or religious proselytising.
(d) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
(e) interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
(f) interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
(g) straining the operation of the Platform or its technical infrastructure by applying software, scripts and data bases in connection with the use of the Service, applying automatic readout, blocking, overwriting, modification, copying of data or other content unless necessary for the use of the Service, introducing software or automated agents to the Service, or access the Service so as to produce multiple accounts, generate automated messages, or to strip or mine data from Service, automatically placing User Content unless expressly permitted by PartnerVine; disseminating or communicating to the public of any Products of the Service without permission of PartnerVine;
(h) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission;
(i) sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability to view, access, or use any Materials; or
(j) attempt to do any of the acts described in this Section 9 or assist or permit any person in engaging in any of the acts described in this Section 9.
10. Digital Millenium Copyright Act
10.1 DMCA Notification.
We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:
ATTN: Legal Department (Copyright Notification)
276 Fifth Avenue, Suite 704, New York, NY 10001
Telephone: 1 (646) 583-0621
Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) a description of the material that you claim is infringing and where it is located on the Service;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
(f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
10.2 Repeat Infringers.
Our intellectual property policy is to (i) remove or disable access to material that we believe in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available through the Site; (ii) remove any content posted to the Site by “repeat infringers”; and (iii) promptly terminate the accounts of users who are determined to be “repeat infringers.” We currently consider a “repeat infringer” to be any user for whom we have received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to content submitted by such user. We have discretion, however, to terminate the account of any user after receipt of a single notification of claimed infringement or upon our own determination.
11. Modification of these Terms.
We reserve the right to change these Terms on a going-forward basis at any time upon 7 days’ notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 11, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
12. Term, Termination and Modification of the Service.
These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 12.2.
If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, PartnerVine may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by de-activating your account or contacting customer service at firstname.lastname@example.org.
12.3 Effect of Termination.
Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay PartnerVine any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3, 5.4, 6, 8.2, 12.3, 13, 14, 15, 16 and 17 will survive.
12.4 Modification of the Service.
PartnerVine reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. PartnerVine will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.
To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify PartnerVine and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “PartnerVine Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
14. Disclaimers; No Warranties
The Service and all materials and content available through the Service are provided “as is” and on an “as available” basis. PartnerVine disclaims all warranties of any kind, whether express or implied, relating to the Service and all materials and content available through the Service, including: (a) any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; and (b) any warranty arising out of course of dealing, usage, or trade. PartnerVine does not warrant that the Service or any portion of the Service, or any materials or content offered through the service, will be uninterrupted, secure, or free of errors, viruses, or other harmful components, and PartnerVine does not warrant that any of those issues will be corrected.
No advice or information, whether oral or written, obtained by you from the Service or PartnerVine entities or any materials or content available through the Service will create any warranty regarding any of the PartnerVine entities or the Service that is not expressly stated in these terms. We are not responsible for any damage that may result from the Service and your dealing with any other Service user. You understand and agree that you use any portion of the Service at your own discretion and risk, and that we are not responsible for any damage to your property (including your computer system or mobile device used in connection with the service) or any loss of data, including user content.
The limitations, exclusions and disclaimers in this section apply to the fullest extent permitted by law. PartnerVine does not disclaim any warranty or other right that PartnerVine is prohibited from disclaiming under applicable law.
15. Limitation of Liability
To the fullest extent permitted by law, in no event will the PartnerVine entities be liable to you for any indirect, incidental, special, consequential or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to your access to or use of, or your inability to access or use, the Service or any materials or content on the Service, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not any PartnerVine entity has been informed of the possibility of damage.
Except as provided in section 16.4 and to the fullest extent permitted by law, the aggregate liability of the PartnerVine entities to you for all claims arising out of or relating to the use of or any inability to use any portion of the Service or otherwise under these Terms, whether in contract, tort, or otherwise, is limited to the greater of: (a) the amount you have paid to PartnerVine for access to and use of the Service in the 12 months prior to the event or circumstance giving rise to claim; or (b) $100.
Each provision of these terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under these Terms. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms. The limitations in this section 15 will apply even if any limited remedy fails of its essential purpose.
16. Dispute Resolution and Arbitration
In the interest of resolving disputes between you and PartnerVine in the most expedient and cost effective manner, and except as described in Section 16.2, you and PartnerVine agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. You understand and agree that, by entering into these Terms, you and PartnerVine are each waiving the right to a trial by jury or to participate in a class action.
Despite the provisions of Section 16.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Any arbitration between you and PartnerVine will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting PartnerVine. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
16.4 Notice of Arbitration; Process.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). PartnerVine’s address for Notice is: PartnerVine LLC, 276 Fifth Avenue, Suite 704, New York, NY 10001. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or PartnerVine may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or PartnerVine must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by PartnerVine in settlement of the dispute prior to the award, PartnerVine will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
If you commence arbitration in accordance with these Terms, PartnerVine will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York County, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse PartnerVine for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
16.6 No Class Actions.
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 proceeding. Further, unless both you and PartnerVine agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
16.7 Modifications to this Arbitration Provision.
If PartnerVine makes any future change to this arbitration provision, other than a change to PartnerVine’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to PartnerVine’s address for Notice of Arbitration, in which case your account with PartnerVine will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
If Section 16.6 is found to be unenforceable or if the entirety of this Section 16 is found to be unenforceable, then the entirety of this Section 16 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 17.2 will govern any action arising out of or related to these Terms.
17.1 General Terms.
17.2 Governing Law.
These Terms are governed by the laws of the State of New York without regard to conflict of law principles. You and PartnerVine submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York County, New York for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Switzerland, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
17.4 Additional Terms.
Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
17.5 Consent to Electronic Communications.
17.6 Contact Information.
The Service is offered by PartnerVine LLC, with its business mailing address at 276 Fifth Avenue, Suite 704, New York, NY 10001. You may contact us by sending correspondence to that address or by emailing us at email@example.com. You can access a copy of these Terms by clicking here: https://www.partnervine.com/us-terms-conditions.
17.7 Notice to California Residents.
If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
17.8 No Support.
We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
17.8 International Use.
The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited. For users located outside the United States, different terms and conditions apply, which can be found here: https://www.partnervine.com/terms-conditions.
Last Updated: April 7th, 2021