使用条款

Last updated: February 25, 2022

Please read these terms and conditions carefully before using Our Service.

These Terms and Conditions of Use (T&Cs) apply when you visit the website at / operated by PERFORMDTC INC, a company incorporated in United States ("PartnerBoost", "us", "we") of 200 CONTINENTAL DRIVE, STE 401 RM434, NEWARK, DE 19713.

Your access to and use of the Website, is subject to these T&Cs. If you disagree with any part of these T&Cs, you must cease usage of the website, or any services, immediately. By accessing or using the Website you acknowledge and agree to be bound by these T&Cs. If you are under 18 years of age, then you must obtain your parent or guardian's consent before accessing and using the Website.
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"AS IS" and "AS AVAILABLE" Disclaimer

The information contained on the Website is provided in good faith on an "as is" basis. PartnerBoost does not represent or warrant the reliability, accuracy or completeness of the information contained on the Website. To the extent permitted by law, PartnerBoost is not responsible or liable for any Liabilities arising in any way for errors in, or omissions from, the information on the Website.

Acknowledgment

These are the Terms of Use governing the use of this service and the agreement that operates between brands, publishers, and PartnerBoost. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
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Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
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By accessing or using the Service, you agree to be bound by these Terms and Conditions. If you disagree with any part of these Terms and Conditions, then you may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

RegistrationData and Account Security

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to PartnerBoost , to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.

Provision and Use

Subject to the Brand compliance of SET-UP policy, the Company will provide to the Brands:the Services; access to the Interface; and updates to the Tracking Code it makes generally available.During the Term, the Brand will:

• 向公司提供品牌材料。
• 确保任何品牌材料在与广告、年龄组和行业相关的各个方面都符合法律规定，包括但不限于真实、无欺骗性和有依据。如果品牌向 "公司 "提供营销指南，"公司 "可代表品牌批准参与发布商根据这些指南准备的广告内容，但 "公司 "不对根据这些指南合理批准的材料承担任何责任。
• 及时选择并批准品牌作为参与品牌。
• 根据公司的跟踪政策，保持跟踪代码与品牌 URL 的正确整合，包括任何更新。
• 在可能的情况下，尽一切合理努力提前通知公司任何可能妨碍跟踪代码准确记录行动的情况。
• 向公司提供为提供服务而合理要求的任何信息、协助或访问。
• 确保向公司提供的任何信息都是准确和最新的。
• 通知公司任何品牌 URL 的实际（以及尽可能的预期）停机时间。

管理帐户和上传内容
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您了解，除非您与我们签订的服务协议中有明确规定，否则您不得将服务和网站用于商业目的。您声明、保证并同意，通过您的帐户提交或以其他方式在或通过 "服务 "张贴、传输或共享的任何材料均不会违反或侵犯任何第三方的权利，包括版权、商标、隐私、公开或其他个人或专有权利；或包含诽谤、中伤或其他非法材料。

此外，您同意不将 "服务 "或 "网站 "用于：

1. 以电子或其他方式从服务或网站获取或收集其他用户的电子邮件地址或其他联系信息，用于发送未经请求的电子邮件或其他未经请求的通信。
2. 以任何非法方式或可能损害、禁用、超载或损害本网站的任何其他方式使用本服务或本网站。
3. 使用自动脚本从 "服务 "或 "网站 "收集信息，或以其他方式与 "服务 "或 "网站 "互动。
4. 上传、张贴、传输、共享、存储或以其他方式提供我们认为有害、威胁、非法、诽谤、侵权、辱骂、煽动性、骚扰、粗俗、淫秽、欺诈、侵犯隐私或公开权、仇恨或种族、民族或其他方面令人反感的任何内容。
5. 上传、张贴、传输、共享、存储或以其他方式提供任何视频，但根据您与我们签订的服务协议明确规定使用的视频除外。
6. 代表非您本人的个人注册用户帐户，或注册任何团体或实体，除非您获得明确授权。
7. 冒充任何人或实体，或虚假陈述或以其他方式歪曲您自己、您的年龄或您与任何人或实体的隶属关系
8. 上传、张贴、传输、分享或以其他方式提供任何未经请求或未经授权的广告、招揽、促销材料、"垃圾邮件"、"垃圾邮件"、"连锁信"、"金字塔计划 "或任何其他非法或不道德的招揽形式。
9. 在本网站上上传、张贴、传输、共享、存储或以其他方式公开任何第三方的任何私人信息，包括地址、电话号码、电子邮件地址、社会保险号和信用卡号。
10. 出于商业或非法目的，向 18 岁以下的任何人索取个人信息，或索取密码或个人身份信息。
11. 上传、张贴、传输、共享或以其他方式提供任何含有软件病毒或任何其他旨在中断、破坏或限制任何计算机软件或硬件或电信设备功能的计算机代码、文件或程序的材料。
12. 恐吓或骚扰他人。
13. 上载、张贴、传输、共享、存储或以其他方式提供可能构成犯罪、鼓励犯罪或为犯罪提供指示、侵犯任何一方的权利，或可能以其他方式产生责任或违反任何地方、州、国家或国际法律的内容。
14. 未经 PartnerBoost 授权，使用或试图使用他人的帐户、服务或系统，或在服务或网站上创建虚假身份。 上传、张贴、传输、共享、存储或以其他方式提供经 PartnerBoost 独家判断为令人反感的内容，或限制或阻止任何其他人使用或享用本网站的内容，或可能使 PartnerBoost 或其用户遭受任何伤害或承担任何类型的责任的内容。

在不限制前述任何规定的前提下，您还同意遵守我们的 PartnerBoost 行为准则，该准则提供了有关用户在本网站上授权行为的更多信息。

您对您在服务或本网站上上传、发布或显示（以下简称 "发布"）的个人资料、消息、备注、文本、信息、广告、列表和其他内容（统称 "会员内容"）负全部责任。您不得在本网站或服务上发布、传播或分享非由您创建或未经您许可发布的会员内容。您理解并同意，PartnerBoost 可以，但没有义务审查本网站，并可以自行决定，以任何理由或无理由，删除或移除（恕不另行通知）任何网站内容或会员内容，包括 PartnerBoost 自行判断违反本协议或任何其他管理您使用服务或网站的协议，或可能具有攻击性、非法或可能侵犯用户或他人权利、伤害或威胁其安全的会员内容。您应自行承担创建备份副本和替换您在网站上发布或存储的或提供给 PartnerBoost 的任何会员内容的成本和费用。

活动项下提供的服务将由公司按照品牌和公司不时商定的书面规定的期限、预算和其他条款提供。

公司将：推荐合适的参与发布商；并应品牌要求：(a) 阻止任何发布商作为参与发布商；(b) 尽合理努力促使参与发布商从发布商网站上删除品牌材料或链接。

品牌将：

1. 允许出版商推广品牌及其产品，并告知参与出版商：(a) 与推广品牌或任何产品相关的信息；(b) 适用于推广产品或品牌的广告标准；(c) 面向儿童的品牌材料；(d) 品牌不时适用于推广品牌或任何产品的条款和条件或其他要求。
2. 以书面形式提醒公司注意任何面向儿童的品牌材料，或与 COPPA 中所述的面向儿童或混合使用的应用程序或网站相关的品牌材料。
3. 向公司通报针对任何参与出版商向品牌提出的任何投诉。
4. 遵守参与出版商不时适用于推广品牌或任何产品的任何条款和条件或其他要求。

"品牌 "不得拒绝获准在该国其他出版商营销网络上推广 "品牌 "的出版商，或作为内部或个 人出版商营销活动或计划的一部分的出版商。

品牌可在书面通知公司后将营销活动和计划的日常运作委托给第三方，但品牌仍应对第三方的行为或疏忽承担主要责任。
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销售、跟踪和索赔案例

只要可从 PartnerBoost 购买服务，服务应包括适用于您从 PartnerBoost 购买服务的特定条款、条件和政策（"销售条款"）。通过本网站向 PartnerBoost 订购服务，即表示您同意并接受适用的销售条款的约束。销售条款如有更改，PartnerBoostsole 可随时自行决定，恕不另行通知。因此，您应在每次购买时查看销售条款。

您对您与其他会员之间的互动负全部责任。

跟踪代码和跟踪政策是记录和确定行动和佣金的唯一依据。

每笔交易和线索在相应的待定销售期（"待定销售期"）结束时将被视为已获得品牌批准，除非根据下文的待定销售期政策被拒绝。

待定销售期默认为零，品牌可在事先书面通知公司的情况下进行调整。在适用情况下，品牌应尽一切合理努力在待售期内审查交易和线索。在 "待售期 "内，"品牌 "仅可拒绝：

1. 获批准交易标的产品购买价格的一定百分比，如界面上所列。
2. 或固定金额，无论产品的购买价格如何，均以界面上列出的 PartnerBoost 批准交易的标准条款为准。

品牌同意并承认，其无权向公司或任何参与发布商追讨就已批准交易或已批准线索（包括被视为已批准的线索）或任何点击或广告印象向公司支付的任何费用或佣金。品牌特此放弃并免除公司和任何参与发布商对品牌追讨已付费用或佣金的任何索赔。

佣金金额显示在界面上。批准交易的 CPA 佣金将按照以下任一方式确定：

1. 品牌可证明并令公司合理满意的交易已根据适用的法定消费者取消权或商业条款取消。
2. 品牌可证明并令公司合理满意的交易和线索：(a) 违反品牌适用于推广品牌或任何产品的任何条款和条件或其他要求而产生的；或 (b) 参与发布商欺诈的结果。

The Brand may commit to pay additional Commissions, on terms set out on the Interface. The Brand may commit to pay Bonuses, at terms set out on the Interface. The Company will remit the applicable payment to the respective Participating Publisher to whom the Approved Transaction, Approved Lead, Click or Ad Impression is attributed, or to whom the Bonus is due. This payment may be subject to the prior payment of Commission from the Brands . The Brand may vary the Commission on a go-forward basis by using the Interface or by written request to the Company personnel. Commissions and Bonuses applicable to past Actions or other historic marketing activity may not be varied. The Brand will be bound to pay the Commission as varied, regardless of whether such variations were made by the Brand or on its behalf, for any all Actions made after the time of variation. Any variations to the Commission are made by operation of this Agreement and do not constitute any amendment to this Agreement or the entry of any additional agreement.

The Commission may not be less than the equivalent commission offered by the Brand on other publisher marketing networks in the Country, or in-house or personal publisher marketing programs. Any measures to prevent or reduce the amount of any Commission, Network Fee or Bonus incurred or payable in respect of an Action, which are implemented on the basis that the Visitor subject of the Action also visited the Brand URL through non-Network sales channels or sources of web traffic, are referred to as “Deduplication”. The basis for Deduplication shall be provided to the Company in reasonable time in advance of their implementation.

Brands may change the amount of Commission offered on notice to Publishers. Deduplication is subject to any conflicting provisions in this Agreement and the Tracking Policy. Deduplication may not be implemented on the basis that, within the Tracking Period, the Visitor subject of the Action also visited the Brand URL: 1)by typing the Brand URL into a web browser; 2) by following links appearing in (a) organic search results; (b) paid-for results of searches on the Brand’s brand names; (c) organic social media; (d) price comparison websites; 3) as a result of internal email marketing or newsletters; 4) as a result of the retargeting of that Visitor: (a) by email; (b) by telephone; (c) by interstitial or pop-up; or (d) while at the Brand URL, as a result that Visitor’s behavior.

PartnerBoost is not liable for any conflict between brands and publishers, including deduplication and bonus payment.

For Claimed Cases, the Brand shall use all reasonable efforts to approve Claimed Actions within the Pending Sales Period for Claimed Actions.

The Brand must approve Claimed Actions in good faith and: 1) having regard to any information provided by a Participating Publisher to demonstrate the Claimed Actions ought to have been approved by the Brand under Tracking Policy; and 2) in a manner consistent with its historic approach to the approval or decline of Transactions, Leads or Claimed Actions of that type, unless reasonable advance notice is given to Participating Publishers.

The Brand may only decline: 1) Claimed Transactions which the Brand can evidence to the Company’s reasonable satisfaction were cancelled in accordance with applicable statutory consumer rights of cancellation or terms of business; or 2) Claimed Actions which the Brand can evidence to the Company’s reasonable satisfaction were: (a) generated in breach of any terms and conditions, or other requirements, applied by the Brand to the promotion of the Brand or any Products; or (b) the result of a fraud committed by a Participating Publisher.

Claimed Actions will be deemed to have been approved by the Brand at the end of the respective Validation Period for Claimed Actions, unless declined in accordance with this clause.

Intellectual Property, Confidentiality, and Data Protection
The Brand hereby grants to the Company anon-exclusive, transferable, royalty-free, worldwide license to publish the BrandMaterials on the Interface and to use theBrandMaterialsto: 1) operatethe Network; 2) enable Participating Publishers to market the Brand and its Products; 3) market its business, with the Brand’s prior consent; 4) otherwise carry on its website traffic, consumer behavior tracking and transaction reporting business from time to time.

The Company may grant sublicenses of the license to Participating Publishers to the extent necessary to enable Participating Publishers to market the Brand and its Products on the Network. A sublicense granted to a Publisher Network under this policy shall be further sub-licensable by the Participating Publisher to Sub-Publishers on terms equivalent to this policy. A sublicense granted by a Publisher Network under this policy shall not be capable of further sublicense by the Sub-Publisher without the Brand’s prior written consent.

The Company hereby grants to the Brand a non-exclusive , non-sublicensable, non-transferable, royalty free worldwide license to:1) use the Tracking Code on theBrandURLs; and 2) use the Interface; to the extent necessary for the Brand to participate in the Network and perform its obligations under this Agreement.

The Brand will not, and will not attempt to, change, reverse engineer or create derivative works of the Interface or the Tracking Code. Each party reserves all of its right, title and interest to any of its Intellectual Property Rights licensed under this policy, or which it creates under this Agreement.

The Brand will indemnify, defend and hold harmless the Company and any of its Group Companies (including their directors, employees, agents or contractors), from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against the Company arising out of or related in any way to the Company’s, or any Participating Publisher’s , use of the Brand Materials in accordance with this Agreement.

For Confidentiality, each party will only use Confidential Information to enjoy its rights or comply with its obligations under this Agreement. Save as set out in this Agreement, neither party will disclose any Confidential Information. Confidential Information shall be kept confidential .The obligations of confidentiality in this Agreement will not apply to Confidential Information to the extent it: 1) is in the public domain (other than as a result of a breach of this Agreement; 2) can be demonstrated as having been independently developed by the receiving party; 3) is published on the Interface in the receipt or provision of the Services in accordance with this Agreement; 4) is required to be disclosed by law or a court order. The Company may disclose Confidential Information to Group Companies.

For Data Protection, the Company and the Brand will comply with all respective legal obligations under Data Regulation. Each party will provide the other party any co-operation reasonably requested to enable the other party’s compliance with this policy. The Company and the Brand will each comply with any data processing agreement or arrangement enteredby them in connection with Personal Data published under this Agreement. The Brand shall not use any reports generated by use of the Interface to create Visitor profiles, as defined under GDPR where applicable. The Brand will not do or omit to do any act which may cause the Company to be in breach of any of its obligations under the Data Regulations. The Brandwill, on behalf of the Company to comply withePrivacy, obtain the prior, freely-given , specific, informed, unambiguous and revocable consent of Visitors and other users of Brand URLs to cookies or other tracking technologies of the Company served under this Agreement.

Invoice and Payment

The amount of the Network Fee is as set out in the Interface. Network Fees are payable in addition to Commissions or Bonuses on which they are based.

The Brand will pay the Company, without deduction or set-off:

1. 设置费和每月最低维护费。
2. 每笔批准交易、批准线索、点击次数或一千次广告印象的网络费和佣金。
3. 应得奖金
4. 重新融入费

在任何品牌停机期间，网络费用、奖金和佣金将由公司根据品牌应支付的费用和佣金的平均值（在适用情况下，包括品牌在往年同等时期应支付的费用和佣金的平均值）确定。

对于预付金额，公司将在生效日期要求品牌提前支付预付金额和设置费，品牌应立即支付（除非另有约定）。

，当剩余金额不足以支付时，品牌将被要求定期补充预付金额。

在结算网络费用和佣金时，公司将从预付金额中扣除以下方面的网络费用和佣金：1) 交易和线索，根据第 5 条的规定，在批准（或视为批准）后；和 2) 点击或一千次广告印象，立即。

在不损害公司的其他权利或补救措施的情况下，如果品牌未能根据本协议或任何附加国家协议支付任何到期款项：

1. 任何折扣将被取消，所有费用将恢复为标准费率。
2. 本公司可收取由到期付款日起至付款日止（不論在任何判決之前或之 後）的利息，而 Brandshall 須應要求立即付款：(i) 自到期付款日起，按月利率 1.5% 或法律允许的利率（以较高者为准）计算的利息，利息按日累计，每季度复利计算，直至付款为止，以及；(ii) 收回未付款项的费用。
3. 和/或公司可暂停所有服务和许可，或立即终止本协议，直至全额付款。

All sums payable under this Agreement are exclusive of local, state, federal and international sales, value-added, withholding, and other taxes, and duties of any kind that are or may become applicable as a result of the provision of the services by Company ("Taxes"). Brand shall be responsible for payment of all such Taxes, excluding any taxes or duties on Company's net income, assets, or employees. Any Taxes will be charged to the Brand and remitted by the Company to the appropriate taxing authority. Without limiting the foregoing, Brand shall be responsible for all applicable sales taxes unless it first claims a sales tax exemption by providing Company with an exemption certification acceptable to the appropriate authorities.

All Taxes collected from Brand by Company and remitted to the appropriate authorities are nonrefundable by Company. Brand will need to claim any applicable tax refunds directly through the appropriate authorities. If payments under this Agreement are subject to withholding tax, the Brand is entitled to deduct the appropriate amount from payments to the Company, provided that Brand keeps written records of all such deductions as well as associated payments and such records are immediately accessible to Company. 8.16 The parties agree to work together on reducing or avoiding any withholding tax, and, upon request, shall provide documents required for any reduction, exemption, reimbursement or deduction of withholding tax. All amounts payable shall be paid in the currency in which they are invoiced. Any costs of currency conversion or losses caused by exchange rate fluctuations shall be borne by the Brand.

Guarantees

Each party warrants and undertakes to the other for the Term that: 1) it has full power and authority to enter into this Agreement; 2) it holds all licenses and approvals necessary for the performance of its obligations under this Agreement; 3) it will perform its obligations under this Agreement in accordance with all applicable laws and using reasonable skill and care; and 4) it will not make any false, misleading or disparaging representations or statements regarding the other party.

The Publisher warrants and undertakes toPartnerBoost for the Term that: 1) neither the Publisher, nor any of its officers or shareholders, have previously been party to an agreement terminated by PartnerBoost ; 2) no officer or shareholder of the Publisher has been an officer or shareholder of a company (or other entity) party to an agreement terminated by PartnerBoost ; 3) all information about the Publisher set out in the Application Form or on the Interface is complete, true, accurate, not misleading and will be kept up to date (including, but not limited to address details, payment details and tax information); 4) its marketing of any Brand or its Products will comply with all Advertising Standards and Data Regulation; 5) the Publisher Service will be operated in accordance with all applicable laws (including Advertising Standards and Data Regulation); 6) it shall comply with the Code of Conduct at all times; 7) it shall comply with all relevant tax laws; 8) it shall retain ultimate control of the operation of the Publisher Service; 9) it is the owner or valid licensee of any Intellectual Property Rights appearing on the Publisher Service, and that no part of the Publisher Service infringes the rights of any third party; and 10) all limited Materials will be accurately and faithfully reproduced.

The Publisher will indemnify, defendand hold harmlessPartnerBoost (including its directors, employees, agents or contractors), from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against PartnerBoost arising out of or related in any way to any breach by the Publisher of any of the warranties at this section of policy, or Publisher’s gross negligence or willful misconduct.

The limited warrants and undertakes to the Company for the Term that: 1) all limited Materials comply with all Advertising Standards; and 2) all variations to Commissions will be made by authorized personnel.

Relationship Between Each OtherThe Merchant will not, directly or indirectly, enter or attempt to enter into any agreement, understanding or other form of arrangement (whether express or implied) with any current or former Participating Publishers: 1) where payments are made to current or former Participating Publishers in respect of any marketing services (including publisher, display, programmatic, search, email and click-to-call marketing) other than under this Agreement; or 2) which prevents or disincentivizes current or former Participating Publishers from promoting other brands.

The Merchant will pay the Company on demand by way of liquidated damages an amount equal to 30%of all Commissions, Fees or any other amounts paid or due to be paid, directly or indirectly, to current or former Participating Publishers in breach of the restrictions in this policy. The parties acknowledge that the liquidated damages represent a genuine pre-estimation of the loss that would be suffered by the Company as a result of any breach of the restrictions in the policy and that such liquidated Publishers are not a penalty. This policy applies to current and former Participating Publishers, irrespective of any existing relationships between the Brands and such Publishers.

Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of anythird partyweb sites or services. You further acknowledge and agree that the Company shall not be responsible or liable,directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Warrantiesand Indemnity

Each party warrants and undertakes to the other for the Term that: 1) it has full power and authority to enter into this Agreement; 2) it holds all licenses and approvals necessary for the performance of its obligations under this Agreement; 3) it will perform its obligations under this Agreement in accordance with all applicable laws and using reasonable skill and care; and 4) it will not make any false, misleading or disparaging representations or statements regarding the other party.

The Brand warrants and undertakes to the Company for the Term that: 1) all Brand Materials comply with all Advertising Standards; and 2) all variations to Commissions under the policy will be made by authorized personnel.

Termination, Suspension, and Consequences under These Situation

This Agreement will start on the Effective Date and continue for the Initial Term. After the Initial Term, this Agreement will automatically renew for successive Renewal Terms.

The Company may terminate this Agreement immediately on written notice to theBrandif theBrandfails: 1)to comply with its obligations of this Agreement or the equivalent clauses of any Additional Country Agreement; 2)toprovide assistancereasonably requested by the Company; or 3) through no fault of the Company, to commence bona fide participation in the Network within 90 days of the Effective Date.

The Company may suspend this Agreement for the period of the Brand’snon-compliance with specific clauses of this Agreement or the equivalent clauses of any Additional Country Agreement.

Either party may terminate this Agreement on at least three months’ written notice to the other party, such notice to take effect at the end of the Initial Term or any the Renewal Term then in effect. The notice period shall be extended to the minimum extent necessary to enable the completion of any ongoing Campaigns.

Without prejudice to its other rights or remedies, a party may terminate the Agreement immediately on written notice to the other party, if: 1) the other party materially breaches this Agreement and (if remediable) fails to remedy that breach within 14 days of a written request to do so; 2)the other party materially breaches any data processing agreement or arrangemententered into in connection with Personal Data published under this Agreement. 3) the other party is deemed unable to pay its debts; steps are made to wind up, or appoint an administrator over, the other party; a third party becomes entitled to appoint a receiver over the assets of the other party; the other party negotiates with all or a class of its creditors, orproposes or enters a compromise with such creditors; or any similar or analogous event occurs.

Without prejudice to its other rights or remedies, the Company may terminate the Agreement immediately to theBrandifanBrandGroup Company materially breaches an Additional Country Agreement and (if remediable) fails to remedy that breach within 14 days of a written request to do so.

Termination of this Agreement will not affect any existing rights or remedies. On termination of the Agreement:1)all licenses will terminate; 2) where the remaining Pre-payment Amount is sufficient to cover all outstanding payments owed by Brand, the Company will settle all outstanding payments by deducting from the Prepayment Amount and return the remainder of the Pre-payment Amount to the Brand; 3) each party will return or at the other party’s option destroy all Confidential Information in its possession within five Business Days; and 4) theBrand will immediately pay all outstanding Fees and Commissions due to the Company.

Where any payment is made to theBrand pursuant to 18.2.2 and that payment is returned to the Company and remains unclaimed or uncashed ( e.g. in the case of payment by check) after a period of 365 days, the Brandwill irrevocably forfeit its right to the payment in question.

Limitation of Liability

Thispolicy sets out the entire liability of the Company and its Group Companies under or in connection with the Agreement.

Neither the Company nor any of its Group Companies will be liable for any losses of the Brand if the Company’s compliance with the Agreement is prevented by the acts or omissions of the Brand.

Neither the Company nor any of its Group Companies will be liable to the Brand for: losses of profits, business, goodwill, anticipated savings, goods, contract, use or data; losses arising from the acts or omissions of a Publisher ; or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

The total liability of the Company and its Group Companies in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the Agreement will be limited to the amount of Network Fee actually received by the Company from the Brandin the12 month period preceding the date on which the claim arose.

Except as expressly stated otherwise in this Agreement, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

The Network, the Interface, the Tracking Code, the Services, theiruse and the results of such use are provided "as is" to the fullest extent permitted by law. The Company disclaims all express or implied warranties, including warranties of satisfactory quality and fitness for a particular purpose, which may be implied in respect of the Network, the Interface, the Tracking Code, the Services, their use and the results of such use. The performance of the Network and the Interface relies on third parties beyond the Company’s control. The Company specifically disclaims any warranty: 1) that the use or operation of the Network, the Interface or the Tracking Code will be uninterrupted or error-free; 2) that defects will be corrected; 3) that the Network, the Interface or the Tracking Code are free of viruses or malicious code; 4) that any security methods employed will be sufficient; 5) in respect of anyPublisheror its technology; and 6) regarding correctness, accuracy, or reliability.

Nothing in this Agreement limits or excludes the liability of the Company or any of its Group Companies for death, personal injury, fraud, fraudulent misrepresentationor fraudulent misstatement.

Others

When you use our Services, or send emails to us, you are communicating with us electronically. You agree that we may communicate with you electronically. Such electronic communications may consist of e-mail, notices posted on our Services, "push" mobile notification, and other communications. You agree that all agreements, notices, disclosures, and other communications we send to you electronically will satisfy any requirement that such communication be in writing and, to the extent intended, such communication will be an enforceable and binding term or amendment to this Agreement.

You agree to indemnify and hold PartnerBoost , its parents, subsidiaries, publishers, officers and employees, harmless from any claim or demand (including, without limitation, from all damages, liabilities, settlements, costs and attorneys' fees) made by any third party due to or arising out of your access to the Services, use of the Services, the violation of this Agreement by you, or the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity.

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

Disputes Resolution

If You have any concern or dispute about the Service, you agree to first try to resolve the dispute informally by contacting the Company.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Changes to These Terms and Conditions

We reserve the right, at our sole discretion, to modify or replace these Terms at any time.By continuing to access or use Our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Interpretation and Definitions

Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

GeneralDefinitions
For the purposes of these Terms and Conditions:

• 发行人是指控制一方、受控于一方或与一方受共同控制的实体，其中 "控制 "是指拥有 50%或以上的股份、股权或其他有权投票选举董事或其他管理权的证券。
• 公司（在本协议中称为 "公司"、"我们"、"我们的 "或 "我们的"）是指 PERFORMDTC INC, 200 CONTINENTAL DRIVE STE 401 RM434 NEWARK, DE 19713。
• 设备是指可以访问服务的任何设备，如电脑、手机或数字平板电脑。
• 服务 指网站。
• 费用是指界面中规定的设置费、月租费和网络费，以及重新整合费（如适用）。
• 条款和条件 （也称 "条款"）是指构成您与公司之间关于服务使用的完整协议的条款和条件。
• 第三方社交媒体服务 是指由第三方提供的任何服务或内容（包括数据、信息、产品或服务），可通过本服务显示、包含或提供。
• 网站是指 "PartnerBoost"，可从 http://www.partnerboost.com 访问。
• 您 指访问或使用本服务的个人，或该个人访问或使用本服务所代表的公司或其他法律实体（如适用）。

联系我们

如果您对这些条款和条件有任何疑问，可以联系我们：

• 电子邮件： support@partnerboost.com