INITIAL MATTERS
Partnerbrite Limited (“Partnerbrite,” “we,” “our,” “us”) offers a variety of digital sponsorship activation tool (the “Service”), and websites, including but not limited to www.partnerbrite.com, app.partnerbrite.com (the “Websites”).
These User Terms of Service (“Terms”) represent a binding legal agreement between you and Partnerbrite and set out the rules governing your use of our Service and Website. These Terms are applicable to you as a user of the Service, save for certain provisions which are relevant to Authorised Users (as defined and elaborated upon in the section titled “How These Terms Apply; Users and Customers”). By accessing or utilising the Service and Website, you acknowledge and agree to be bound by these Terms (where relevant) and confirm that you have read and understood our Privacy Policy, which is included by reference.
If you do not agree to these Terms, please refrain from accessing or using the Service.
We may occasionally update these Terms by posting a revised version on our website. If, in Partnerbrite’s sole discretion, the amendments to these Terms are significant, we will provide you with reasonable notice before the changes come into effect, either by emailing the email address linked with your account or by notifying you through the Service. If you do not agree to or cannot comply with the updated Terms, you must cease using the Service. Unless specified otherwise in these Terms or in our notice, the revised Terms will come into effect upon their posting and will apply from that point onwards. Your ongoing use of the Service after any updates to these Terms signifies your agreement to those changes.
HOW THESE TERMS APPLY; USERS AND CUSTOMERS
By using Partnerbrite, you fall into one or more of the following three distinct categories of Partnerbrite user:
“Site Visitors” are users of the Websites.
“Free Users” utilise the complimentary version of the Service. Free Users have access to a more restricted set of Service features and functions compared to Authorised Users. Free Users might have limited access to DSP integrations.
“Authorised Users” use the Service as part of any paid Partnerbrite subscription plan purchased by a person or entity (the “Customer”) who has separately entered into a written agreement with Partnerbrite (the “Customer Agreement”) which governs the access and use of the Service and allows that Customer to set up and modify Partnerbrite so that Authorised Users can join.
To the extent you are an Authorised User, only the following sections of these Terms will apply to you: “Initial Matters” and “How These Terms Apply; Users and Customers”.
As an Authorised User, you gain access to the Service through a Customer of Partnerbrite. For instance, if you are joining your employer’s organisation, the Customer is your employer. If you are joining a rightsholder's organisation as a sponsor, the Customer is the rightsholder. The Customer Agreement determines our relationship and commitment to deliver the Service to the Customer, who may then invite Authorised Users to join their Partnerbrite. When you or another Authorised User submits content or information to the Service, such as images, videos or files (“Customer Data”), you acknowledge and agree that, as between Partnerbrite and the Customer, the Customer Data is controlled by the Customer, and the Customer Agreement provides the Customer with choices and control over that Customer Data. For example, the Customer may manage permissions, activate or deactivate third-party integrations, or take measures to expand, consolidate, or share the contents of Partnerbrite portfolios, projects, tasks, and subtasks. These choices and directives might result in the access, use, disclosure, alteration, or removal of certain or all Customer Data.
AS BETWEEN PARTNERBRITE AND THE CUSTOMER, YOU ACKNOWLEDGE AND AGREE THAT IT IS SOLELY THE CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY OTHER AUTHORISED USERS OF ANY RELEVANT CUSTOMER POLICIES, PRACTICES, AND SETTINGS THAT MAY AFFECT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS, OR CONSENTS FROM YOU AND ANY OTHER AUTHORISED USERS THAT ARE ESSENTIAL FOR THE LEGITIMATE USE OF CUSTOMER DATA AND THE FUNCTIONING OF THE SERVICE; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CUSTOMER AGREEMENT ARE LAWFUL; AND (D) ADDRESS AND RESOLVE ANY DISPUTE WITH YOU AND ANY OTHER AUTHORISED USERS PERTAINING TO CUSTOMER DATA, THE SERVICE, OR THE CUSTOMER’S FAILURE TO MEET THESE OBLIGATIONS. IN YOUR ROLE AS AN AUTHORISED USER, PARTNERBRITE OFFERS NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED) TO YOU REGARDING THE SERVICE, WHICH IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS.
ELIGIBILITY AND SCOPE
To use the Service and Websites, you must be, and you represent and warrant that you are, at least 18 years of age and capable of agreeing to these Terms. If the law where you live stipulates that you must be older for Partnerbrite to lawfully provide the Service and Websites to you and process your personal data without parental consent, then you must be of that older age.
If the assertions in the preceding sentence are not accurate, or if Partnerbrite has previously barred you from accessing or using the Service and Websites, you are not permitted to access or use the Service and Websites.
ACCOUNT REGISTRATION AND USE
Account Registration and Confidentiality. To access the Service and Websites, you must register for a Partnerbrite account by creating a username (your email) and password. You commit to provide us with accurate, complete, and up-to-date registration details about yourself. It falls upon you to ensure that your password remains confidential and secure. By registering, you concur that you are entirely accountable for all activities that transpire under your username and password. We may assume that any communications we receive from your account have been instigated by you. If you are a workspace or organisation owner or administrator, or if you have affirmed in writing that you possess the authority to make decisions on behalf of a workspace or organisation (“Account Administrator”), you represent and assure that you have the requisite authority and concur that Partnerbrite is entitled to act upon your directives.
Unauthorised Account Use. You are accountable for notifying us at support@partnerbrite.com if you become aware of any unauthorised use of or access to your account. You understand and agree that we may ask you to provide details that may be utilised to confirm your identity and aid in the security of your account. Partnerbrite will not be liable for any loss, damages, liability, expenses, or solicitors’ fees that you may incur due to someone else using your password or account, whether you were aware of this or not and irrespective of whether you have informed us of such unauthorised use. Should the Account Administrator or Customer lose access to an account or request details about an account, Partnerbrite retains the right to ask the Account Administrator or Customer for any verification it believes necessary before reinstating access to or offering information about such an account at its sole discretion.
LICENSE AND ACCEPTABLE USE
Your Licence. Contingent upon your adherence to these Terms, we bestow upon you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and utilise the Service and Websites solely for your own internal purposes (or for internal purposes authorised by the pertinent Account Administrator), and only in a manner that abides by these Terms and all legal stipulations relevant to you or your use of the Service and Websites. Partnerbrite may rescind this licence at any moment, at its sole discretion.
Acceptable Use Policy. You recognise and agree to adhere to these Terms, including the following regulations concerning acceptable use of the Service and Websites (the “Acceptable Use Policy”).
Disruption of the Service.
You may not:
Access, tamper with, or use non-public areas of the Service and Websites, Partnerbrite’s computer systems, or the technical delivery systems of Partnerbrite’s providers.
Probe, scan, or test the vulnerability of any system or network or breach or evade any security or authentication measures.
Access or search the Service and Websites by any means other than Partnerbrite’s publicly supported interfaces (for example, “scraping”).
Interfere with or disrupt, or attempt to interfere with or disrupt, our infrastructure or the access of any user, host or network, including, without limitation, by transmitting a virus, overloading, inundating, spamming, mail-bombing the Service and Websites, or by scripting the creation of User Content in a way that interferes with or imposes an undue burden on the Service and Websites.
Misuse of the Service and Websites.
You are prohibited from using the Service and Websites to conduct, advocate, or support:
Any illegal or fraudulent endeavours.
The impersonation of another individual or entity, or falsely representing an affiliation with another person or entity (e.g., "spoofing", "phishing").
Acts that are defamatory, libellous, or threatening, or which constitute hate speech, harassment, or stalking.
Violations of the privacy rights of others, which includes disclosing or posting other individuals' confidential or personal data without their explicit consent.
Sending unsolicited communications, promotions, advertisements, or spam.
Publishing or linking to malicious content.
Promoting or advertising products or services other than your own without the necessary permissions.
User Content.
You are prohibited from posting any User Content on the Service or Websites or from otherwise using the Service or Websites in a way that:
Breaches any applicable law (including export control laws and regulations), any third party's intellectual property rights, or any individual's rights to privacy or publicity.
Is misleading, fraudulent, illegal, obscene, defamatory, derogatory, libellous, threatening, or pornographic.
Amounts to hate speech, harassment, or stalking.
Denigrates, belittles, or assaults others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition.
Discloses any personal details of anyone under the age of 18.
Discloses any sensitive personal data as defined by relevant legislation (such as financial data, payment card details, national insurance numbers, or health records) without Partnerbrite's prior written agreement provided as part of a Customer Agreement.
Contains malware, bots, worms, or similar detrimental elements.
Contains any information which you are not legally permitted to disclose due to legal constraints or any contractual or fiduciary responsibilities.
Could otherwise inflict harm to Partnerbrite or any third party.
Acceptable Use Violations.
Should we reasonably suspect a breach of this Acceptable Use Policy has taken place or might take place soon in a way that could disrupt the Service or Websites for our Customers or other users, we may suspend or terminate your access to the Service and Websites. This action is without prejudice to us and in addition to any other remedies available to us. Partnerbrite retains the right to inform the relevant Account Administrator of the aforementioned.
PROPRIETARY RIGHTS
Partnerbrite and its licensors solely hold all rights, title, and interest in and to all intellectual property rights in the Service and Websites. You commit to complying with all relevant copyright and other laws, as well as any additional copyright notices or restrictions present within the Service and Websites. All current and future rights relating to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any kind under the laws of any governmental authority, be it domestic or foreign, including but not limited to rights in and to all applications and registrations pertaining to the Service and Websites shall, in the relationship between you and Partnerbrite, always be and remain the singular and exclusive property of Partnerbrite.
WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY
THE SERVICE AND WEBSITES AND USER CONTENT, WHETHER PROVIDED BY PARTNERBRITE, ITS LICENSORS, ITS VENDORS OR ITS USERS, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE SERVICE AND WEBSITES ARE PROVIDED “AS IS” WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, BUT WITHOUT LIMITATION, PARTNERBRITE DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THE SERVICE AND WEBSITES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF USER CONTENT) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICE AND WEBSITES OR THE SERVER(S) THAT MAKE THE SERVICE AND WEBSITES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PARTNERBRITE DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE AND WEBSITES OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SERVICE AND WEBSITES, AND PARTNERBRITE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES AND WEBSITES. PARTNERBRITE WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.
IN NO EVENT SHALL PARTNERBRITE OR ITS AFFILIATES, LICENSORS, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AND WEBSITES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SERVICE AND WEBSITES, OR ANY LINK PROVIDED ON THE SERVICE AND WEBSITES, WHETHER OR NOT PARTNERBRITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED £100.
Some countries and jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as above in this section. Accordingly, some of the above limitations may not apply to you.
INDEMNIFICATION
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD PARTNERBRITE, ITS AFFILIATES, AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, CONTRACTORS, OR REPRESENTATIVES HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE SOLICITORS’ FEES, MADE IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE SERVICE AND WEBSITES, YOUR CONNECTION TO THE SERVICE AND WEBSITES, YOUR VIOLATION OF THE TERMS, YOUR BREACH OF APPLICABLE LAW, YOUR SUBMISSION, POSTING, OR TRANSMISSION OF USER CONTENT TO THE SERVICE AND WEBSITES, AND/OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER INDIVIDUAL OR ENTITY. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES, AND IN ANY EVENT, YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.
THIRD-PARTY LINKS, SERVICES AND WEBSITES
The Service and Websites may encompass information and content supplied by third parties, including links to third-party websites, resources, and/or products and services. Partnerbrite is not responsible and will not be liable for any damages or losses arising from or related to, (i) any content, advertising, products, or other materials present on or accessible from such sites or resources, (ii) the availability of or any inaccuracies or omissions in such websites or resources, or (iii) any information handling practices or other business strategies of the operators of such sites or resources. Your dealings with such third parties will be dictated by the third parties’ own terms of service and privacy policies, and any other analogous terms.
GENERAL TERMS
Modifications to the Service. We reserve the right at any time to modify or discontinue, temporarily or permanently, the Service and Websites (or any part thereof), with or without notice. You agree that Partnerbrite shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service and Websites.
Controlling Law. These Terms will be governed by the laws of England and Wales. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer's country. This paragraph does not override those laws.
Initial Dispute Resolution. Most disputes can be resolved without resort to formal dispute resolution. If you have any grievances with us or our Service, you agree that before taking any formal action, you will contact us at support@partnerbrite.com and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account). Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Partnerbrite, and good faith negotiations shall be a condition to either party initiating legal proceedings.
No Waiver. The failure of Partnerbrite to exercise or enforce any right or provision in these Terms does not constitute a waiver of that right or provision. If any provision of these Terms is found to be invalid or unenforceable, the parties agree that the court should endeavour to give effect, to the maximum extent permitted by law, to the parties' intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.
Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
Entire Agreement. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and Partnerbrite, and supersede any prior agreements between you and Partnerbrite on the subject matter. To the extent of any conflict or inconsistency between the provisions in these Terms and any other terms or resources referenced in these Terms, the terms contained directly in these Terms will first prevail; provided, however, that if there is a conflict or inconsistency between an applicable Customer Agreement and these Terms, the terms of the Customer Agreement will first prevail, followed by the provisions in these Terms, and then followed by the pages referenced in these Terms (e.g., the Privacy Statement). The applicable Customer will be responsible for notifying Authorised Users of those conflicts or inconsistencies, and until such time the terms set forth herein will be binding.
Miscellaneous. These Terms, and any rights or licences granted hereunder, may not be transferred or delegated by you. These Terms, and any rights or licences granted hereunder, may be transferred or delegated by Partnerbrite without restriction. These Terms bind and benefit each party and the party’s successors and permitted assigns. These Terms may not be amended by an oral statement by a representative of Partnerbrite. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. If you are using the Service and Websites for or on behalf of a governmental entity, your licence rights do not exceed those granted to non-government consumers. The section titles in these Terms are for convenience only and have no legal or contractual significance. Any provision of these Terms which is inherently intended to continue beyond their termination or expiration shall do so. Notwithstanding the generality of the foregoing, the following sections shall continue after any termination or expiration of these Terms: "Initial Matters", "How These Terms Apply; Users and Customers", "Proprietary Rights", "Warranties, Disclaimers, and Limitations of Liability", "Indemnification", and "General Terms."
Notices. We may deliver notice to you by email, posting a notice on the Service and Websites or any other method we choose, and such notice will be effective upon sending. If you give notice to us, it will be effective when received and you must use the following physical or email address: (1) Partnerbrite Ltd, 5 Elmfield Avenue, Teddington, England, TW11 8BU, United Kingdom; or (2) support@partnerbrite.com