FOREWORD
These PostPilot Partner Network Terms and Conditions (these “Terms”) govern your participation in the PostPilot Partner Network Program (the “Program”) and are an agreement between PostPilot, Inc., a Delaware corporation (also referred to as "Company", “PostPilot,” “we,” “us,” or “our”) and you or the entity you represent (“you” or “your”). These Terms take effect when you enroll in our Rewardful program or, if earlier, when you receive or use any Benefits (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into these Terms for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. If you do not agree with these Terms, you are not authorized to participate in our Program.
We may change or revise these Terms at any time for any reason, with or without prior notice of such changes or revisions to you. If we decide to change or revise these Terms, we will post the changed or revised Terms here. Your continued participation in the Program indicates your express acceptance to the Terms as posted.
1. Program Overview and Administration.
1.1 Joining the Program. To join the Program, you must submit a complete Program application through the Rewardful Site and be accepted by PostPilot into the Program. Acceptance into the Program can be revoked at any time. Discount sites, coupon sites, and related and or similar entities are not eligible for the Program.
1.2 Program Administration. If you are accepted into the Program, by providing your Program Account Information, you may create a Program account where you can manage your participation in the Program. We may use your Program Account Information to send you information about PostPilot, the Program, or other information that we think might be of interest to you. You are responsible for all activities that occur under your Program account.
1.3 Your Conduct. You will at all times (a) conduct your activities in the Program in a professional and competent manner and, when applicable (b) comply with all applicable laws, rules, and regulations, and orders of any governmental authority, and (c) not engage in any harmful, false, or deceptive acts or practices.
2. Benefits and Content Provided by PostPilot.
2.1 Program Benefits.
(a) Generally. As part of the Program, we might invite you to participate in opportunities or provide you with funding or other benefits (collectively, “Benefits”) related to your activities that support usage, promotion, or knowledge of PostPilot services (collectively, “Projects”). Your participation in the Program, including any Projects, or your receipt of any Benefits, are governed by these Terms and any additional terms, conditions, guidelines, and requirements expressed as “Additional Terms” (collectively, “Additional Terms”) that are made available to you (including from third parties) whether via email, a program guide, or letter. If we make these Additional Terms available to you, they are incorporated by reference into these Terms. By participating in a Project or accepting the Benefits, you agree to the Additional Terms.
(b) Eligibility. You are only eligible for Benefits as part of a Project if you (i) submit a Project to PostPilot, (ii) receive PostPilot's approval that you are eligible for such Benefits prior to the Project start date, and (iii) the Project is completed in accordance to Program Terms. Benefits are provided by us pursuant to these Terms as determined by PostPilot and subject to your compliance with these Terms and any other agreements between you and PostPilot, and its partners. If you receive Benefits for which PostPilot determines you are not eligible, you will return such Benefits upon our request, or we may cancel such Benefits or make corresponding reductions to any of your future Benefits.
(c) Use. You may not use any Benefits for any purpose other than for their intended use as communicated to you by PostPilot. Benefits may not be used by your employees for their personal benefit or by companies of which you are a shareholder or owner.
(d) Responsibility. You are solely responsible for ensuring you are eligible to receive, and that you are using, Benefits in accordance with applicable law. You will hold harmless PostPilot and its partners, and each of their respective employees, officers, directors, and representatives from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorney’s fees and court costs) related to any Project.
2.2 Program Content. You might be provided text, images, audio, video, or other content (excluding software) related to the Program (“Program Content”), including a graphic image identifying you as a Program participant (the “Partner Logo”), through the Rewardful Site, third-party websites or software, or other means.
2.3 Third-Party Data Provided to You. If PostPilot or its partners provides any Third-Party Data to you, you will handle, use, and process such Third-Party Data (a) in accordance with applicable data protection laws, (b) only for the purpose for which it is provided, and (c) in accordance with your privacy policy. You will delete any such Third-Party Data provided by PostPilot or its partners upon request by PostPilot or its partners or the third party, or as required by applicable law.
3. Content Provided by You.
3.1 Partner Materials. We may list your name, website, and other general contact information on the PostPilot Site. If you provide to us or our partners any trademark, service mark, trade name, other proprietary logo or insignia, URL, domain name, or other source or business identifier, or any other text, images, audio, video, or other content (excluding software) (“Your Materials”), then you grant to us and our partners a worldwide, royalty-free, non-exclusive, non-sublicensable, and non-transferrable license to use, reproduce, display, distribute, and translate all or any part of Your Materials in connection with the Program. You will ensure you have all rights necessary to grant to PostPilot and its partners the rights described in this Section 3.1. PostPilot may make reasonable, minor changes to Your Materials, such as resizing or reformatting Your Materials. As between the parties, you own and reserve all right, title, and interest in and to Your Materials.
3.2 Your Contributions, Submissions, Case Studies, and Software.
(a) Contributions. If you provide any suggestions for, or contributions to, any Program Content (“Contributions”) to PostPilot or its partners, then you hereby provide to us and our affiliates an irrevocable, perpetual, transferable, sublicensable, worldwide, paid-up, royalty-free license to use the Contributions.
(b) Case Studies. If you provide any written or recorded case studies or testimonials (“Case Studies”) to PostPilot or its partners, you authorize PostPilot and our partners to use, reproduce, display, distribute, and translate the Case Studies, along with your company name and logo, for marketing purposes on websites operated by PostPilot, on PostPilot social media, on www.YouTube.com, and in commercial presentations.
Nothing in these Terms shall be construed to mean that you are required to provide Contributions, Submissions, Case Studies, or Software. You represent and warrant that (x) your Contributions, Submissions, Case Studies, Software, and Documentation do not violate any rights of any third party, and are not subject to any license or other terms that grant any rights to PostPilot’s or its partners’ materials to a third party or otherwise requires such materials to be disclosed or distributed, licensed for the purpose of making derivative works, or redistributable at no charge and (y) you have full rights and authority to grant the foregoing rights without needing additional approval from, or creating monetary liability to, any third party.
3.3 Third-Party Data and Sales Opportunity Information Provided to PostPilot.
(a) Third-Party Data. If you provide any Third-Party Data to PostPilot, you represent and warrant that you have received all necessary consents for (a) you to share the Third Party Data with PostPilot and its partners, and (b) PostPilot and its partners to process and use the Third-Party Data for relevant applications. As reasonably requested, you will provide evidence of such consent and assist PostPilot in responding to any inquiry regarding the Third-Party Data.
(b) Sales Opportunity Information. If you provide Sales Opportunity Information to PostPilot, PostPilot may use the Sales Opportunity Information for the purpose of marketing and selling PostPilot products and services in connection with your products and services. PostPilot will not use Sales Opportunity Information to compete with your products and services.
4. Term; Termination.
4.1 Term. These Terms will commence on the Effective Date and will remain in effect until terminated under this Section 4 (“Term”).
4.2 Termination. Either party may, by giving at least 30 days’ notice, terminate these Terms for any or no reason. PostPilot may also terminate these Terms or your participation in any aspect of the Program (such as a downgrade in Program tier) immediately upon notice to you (a) if you are in material breach and fail to cure within a reasonable time period specified by PostPilot, (b) if your participation in the Program could subject us or our partners to harm, or (c) in order to comply with the law or requests of governmental entities.
4.3 Effect of Termination. Upon termination of these Terms (a) you will immediately return, cease use of, and remove from your website, or, if instructed by us, destroy all Materials (as defined in Section 5 below) in your possession, (b) you will immediately cease to identify yourself or hold yourself out as a Program participant or Program “partner,” and (c) Sections 1.2, 1.3, 2 (except the license granted to you in Section 2.2), 3.1 (except the license granted to PostPilot), 3.2, 3.3(a), and 4-7 will continue to apply in accordance with their terms.
5. Non-disparagement. You shall not make any statements, whether written or oral, that disparage the other party or its business, products, or services. This clause applies to statements made to any third party, including but not limited to customers, potential customers, business partners, and the media.
Any breach of this non-disparagement clause shall be considered a material breach of this agreement and shall entitle the non-breaching party to seek damages and other remedies as provided for in this agreement or as allowed by law.
6. Disclaimers.
THE PROGRAM AND THE PROGRAM CONTENT, THIRD-PARTY DATA, AND ANY BENEFITS (INCLUDING ACCESS TO AND USE OF PARTNER-ONLY SECTIONS OF THE POSTPILOT SITE) OR OTHER MATERIALS THAT WE MIGHT OFFER THROUGH THE PROGRAM (COLLECTIVELY, THE “MATERIALS”) ARE PROVIDED “AS-IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE PROGRAM OR MATERIALS, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) THAT THE MATERIALS WILL BE ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (III) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
7. Limitations of Liability.
WE AND OUR PARTNERS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, OR GOODWILL, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN CONNECTION WITH: (A) YOUR PARTICIPATION IN THE PROGRAM; (B) YOUR USE OF MATERIALS; OR (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS OR THE PROGRAM. THE LIMITATIONS IN THIS SECTION 6 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.