1. Your Agreement
You must be 13 years or older to use our Platform. Do not use our Platform unless you are at least 13 years of age. If you have reached the age of majority in your jurisdiction, then by accessing our Platform you agree that you have read, understood, and accept to be bound by the Terms. If you are 13 years or older, but have not reached the age of majority in your jurisdiction, then by accessing our Platform, you agree that your parent or guardian has reviewed and accepts to be bound by these Terms.
IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, THEN PLEASE DO NOT ACCESS OR USE OUR PLATFORM.
2. Your Consent to Our Privacy Practices.
3. Registration; Password Protection.
We may make certain areas of the Platform accessible only to users that have a password. While you can visit the Platform as a Guest User, to access and participate in our Services, you must become a Registered User. For example, only Registered Users can subscribe to our paid Services, participate in Partie Meetups (PM), and manage reward points. During the registration process, you will be required to provide certain information about you. You agree that the information you provide to us in this process is complete and accurate.
If you become a Registered User, and if you obtain a password, please keep in mind that we will treat anyone who uses your user name and password as "you." We will provide this user with all of the rights and privileges that we provide to you, and we will hold you responsible for the activities of a person using your password. Therefore, we recommend that you maintain your user name and password in confidence, and that you refrain from disclosing this information to anyone who might "pretend" to be you with respect to the Platform and your participation in the Services. Please notify us immediately if you suspect that someone is using your user name and/or password in an inappropriate manner.
4. Ownership; Reservation of Rights.
All information, software, videos, audio, pictures, logos, trademarks, trade dress, and other content on the Platform or embodied in our Services, including all associated intellectual property rights (collectively, the "Partie Content"), are the property of Partie and its licensors, are protected by U.S. and international copyright and other intellectual property laws, and/or are used under the principles of fair use. Partie and its licensors retain all rights with respect to the Platform and the Partie Content except those expressly granted to you in these Terms. You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the material available through the Platform unless specifically authorized in writing to do so by Partie.
5. Grant of Rights.
5.1 Grant of Rights to Partie in User Content.
By submitting User Content when interacting with the Platform, uploading files, or through other means (if such features are available to you), you grant to Partie a perpetual, non-exclusive, transferrable, and sublicensable right to use, copy, reformat, index, modify, display, and distribute your User Content for the purposes of providing Services to you and for Partie's operations. No compensation will be paid with respect to Partie's use of your User Content. You represent and warrant that you own all rights needed to provide the grant set out in this Section 5.1 (Grant of Rights to Partie in User Content).
5.2 Grant of Rights to You in Partie Content.
Subject to your compliance with these Terms, we grant to you a limited, non-exclusive, non-transferrable, worldwide right to access, execute, perform, and otherwise use the Platform and Partie Content solely for your personal uses, and provided that you shall not: (i) license, sublicense, sell, resell, distribute, or otherwise commercially exploit the Platform or Partie Content; (ii) modify or make derivative works based upon the Platform or Partie Content; or (iii) reverse engineer, reverse compile, or access the Platform or the Partie Content in order to build a competitive product or service. You may access and view the Platform and the Partie Content for use solely as provided in these Terms, and you may not modify, copy, distribute, or otherwise use the Platform or the Partie Content for any other purposes.
6. Partie Rules.
As a condition to your use of the Platform, you agree to follow our rules ("Partie Rules") set out below. These Partie Rules are intended to ensure that all of our users can use the Platform in a safe, fun, and legal manner. In using our Platform or participating any Services, you will not:
• Upload, email, share, message, post, or otherwise transmit User Content that is unlawful, obscene, vulgar, harmful, hateful, violent, sexually suggestive, threatening, abusive, defamatory, or is otherwise objectionable. For example, don't share pornographic or "NSFW" images or videos (or links to such contents) in chatrooms or make comments that others will find offensive or hurtful.
• Share any material that impacts or invades the privacy of others, such as photographs, video clips, sound recordings, Personal Information, or other materials that reveal personal, private, or sensitive information about another person, without that person's consent. Don't participate in the practice of researching and sharing private information (sometimes referred to as "doxing") about another Partie user, or cyberbully or harass other users.
• Submit falsified, confusing, or deceptive information during the registration process or otherwise, for example, in attempt to impersonate or pose as another person, organization, or brand. Don't create or use a username or other identifier on our Platform that infringes anyone's rights of publicity or privacy.
• Infringe anyone's copyright, patent, trademark, trade secret, or other proprietary rights. You may not share materials subject to copyright protection over the Platform without the copyright owner's permission, or without a legitimate "fair use" justification for the transmittal.
• Distribute material that contains viruses, Trojan horses, worms, or other devices or methods that are intended to damage, interfere with, intercept, or expropriate any system, data, or Personal Information.
• Use the Platform to artificially generate traffic or page links to a website, or for any other purpose not expressly allowed under these Terms.
• Use the Platform in a manner that could disable, overburden, or impair the Platform or interfere with anyone's use and enjoyment of the Platform, such as through sending "spam" email or messages to other users.
• Use the Platform to test or reverse engineer the Platform. Do not attempt to find limitations or vulnerabilities of our Platform, or to evade filtering capabilities in our Platform.
• Seek to obtain access to any materials or information through hacking, data harvesting, or through other means we have not intentionally made available to you through the Platform.
• Use the Platform for any purpose that is illegal or prohibited by these Terms. For example, do not use the Platform to violate any law, statute, or regulation.
7. Monitoring; Revocation or Suspension of Use Privileges.
Although we have no – and assume no – obligation to monitor activities on the Platform, we may employ filters designed to detect and block inappropriate content under our Partie Rules. We reserve the right to request edits to remove any information or material, in whole or in part, that we believe, in our sole discretion, is incompatible with our Partie Rules. IF YOU DO NOT REMOVE OBJECTIONABLE CONTENT IN RESPONSE TO OUR REASONABLE REQUESTS, THEN WE RESERVE THE RIGHT TERMINATE YOUR USE OF SOME OR ALL OF THE PLATFORM OR SERVICES, AND TO REMOVE THE CONTENT AT ISSUE.
8. Reports and Complaints.
If you believe that a user has acted inappropriately, such as by violating our Partie Rules, then please report your concerns by contacting us as set out in Section 20 (Contact Us).
9. Links to Third-Party Platforms.
The Platform may contain links to third party websites or third party features (collectively, the "Linked Sites"). Linked Sites may include websites operated by third parties that we engage to provide certain Services, such as to process your subscription payments. Partie does not: (i) own these Linked Sites; (ii) assume any responsibility or liability for any content, opinions, material available on Linked Sites, or such Linked Sites' privacy practices with respect to information that you provide to the Linked Sites; (iii) endorse the content of any Linked Site; or (iv) warrant that a Linked Site will be free of computer viruses or other harmful code that can impact your computer or other web-access device. By using the Platform to link to another site (including Linked Sites), you agree and understand that such use is at your own risk.
10. User Conduct; User Disputes.
Partie is not responsible or liable for User Content or user conduct. You are solely responsible for your User Content, conduct, and interaction with other Platform users, both online or offline. We have no obligation to become involved in disputes between Platform users. If you have a dispute with another site user, then you release Partie (and our subsidiaries, affiliates, officers, directors, agents, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
11. Warranty Disclaimer.
PARTIE DOES NOT PROMISE THAT THE PLATFORM, PARTIE CONTENT, OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. THE PLATFORM, PARTIE CONTENT, AND SERVICES ARE DELIVERED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WHEN YOU ACCESS THE PLATFORM, PARTIE CONTENT, OR SERVICES, YOU DO SO AT YOUR OWN RISK. PARTIE DOES NOT WARRANT OR REPRESENT THAT MATERIALS YOU DOWNLOAD FROM THE PLATFORM WILL BE FREE OF VIRUSES OR OTHER HARMFUL FEATURES.
PARTIE DISCLAIMS: (i) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (ii) ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, OR LEGALITY OF INFORMATION AVAILABLE THROUGH THE PLATFORM (INCLUDING PARTIE CONTENT) OR SERVICES; AND (iii) ANY RESPONSIBILITY OR LIABILITY FOR HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION THROUGH THE PLATFORM (INCLUDING PARTIE CONTENT), INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT USE OF THE PLATFORM, PARTIE CONTENT, AND SERVICES IS AT YOUR SOLE RISK.
12. Limitation of Liability.
UNDER NO CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL PARTIE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE PLATFORM, PARTIE CONTENT, AND SERVICES.
14. Contact for Alleged Copyright Infringement.
Partie respects the intellectual property rights of others and requires that its users do the same. If you believe that any content (including User Content and Partie Content) on the Platform or other activity taking place on the Platform constitutes infringement of a work protected by copyright (each, a "Work"), please notify us as follows:
Stuart Shanus Shanus Law 11150 Santa Monica Boulevard Suite 1400 Los Angeles, CA 90025 Phone: (310) 633-2327 Email: email@example.com
Your notice must comply with the Digital Millennium Copyright Act (17 U.S.C. §512) (the "DMCA"). Upon receipt of a compliant notice, we will respond and proceed in accordance with the DMCA.
We have implemented a repeat infringer policy to address instances in which a particular user is subject to multiple DMCA notifications (the "Repeat Infringer Policy"). If we determine that a user has violated our Repeat Infringer Policy, then we may take in our sole discretion any number of steps including, but not limited to, issuing warnings to the applicable user, suspending or terminating that user's account, and/or any interim measures that we deem appropriate.
15. Modifications to these Terms; Assignment.
We may modify and change these Terms over time. We will not "retroactively" change these Terms, and any modifications we make shall take effect proactively, once you next access the Platform. Please feel free to print out a copy of these Terms for your records. These Terms shall not be assignable by you, either in whole or in part. Partie reserves the right to assign its rights and obligations under these Terms.
17. Additional Terms.
Certain portions of the Platform or Services offered through it may be subject to additional or different terms and conditions, including the End User License Agreement. We will notify you if a Service or portion of the Platform is subject to terms and conditions that differ from these Terms, and you will have the opportunity to decline to participate in such Service or Platform if you do not agree with the differing terms and conditions.
In addition to any right or obligation that by its nature or intent is intended to survive the termination or expiration of these Terms, the following Sections shall survive any termination or expiration of these Terms and shall apply indefinitely: (i) Section 4 (Ownership; Reservation of Rights); (ii) Section 11 (Warranty Disclaimer); (iii) Section 12 (Limitation of Liability); (iv) Section 13 (Indemnity); (v) Section 15 (Modification to these Terms; Assignment); and (vi) Section 16 (General).
20. Contact Us.
If you have any questions about these Terms, the practices of our Platform, or your dealings with our Platform, please contact us by using the information below, or by other means of communication as described on our Platform: firstname.lastname@example.org.
21. Effective Date.
22. COPYRIGHT AND LEGAL NOTICE.
Copyright © 2019 Partie Partners, LLC. All Rights Reserved.
Our Platform contains links to other websites for your convenience and reference, including those owned and operated by our service providers, as further explained in Sections 3.6 (Information Provided to Third Parties) and 5.1 (Our Service Providers). We are not responsible for the privacy practices or the content of such third party websites.
1.1 Consent by Non-Registered Users.
1.2 Consent by Registered Users.
1.3 Consent by User Acting in a Representative Capacity.
1.4 Right to Withdraw Consent.
You have the right to withdraw your consent at any time, in accordance with Section 10 (Your Right to Opt-Out; Object to Processing; Deleting Information).
2. The Information We Collect.
To provide our Services, and to otherwise conduct our business via the Platform, we rely on information provided by, and collected from, our users. This information consists of the following:
2.1 Personal Information.
We collect certain information that identifies or relates to an identified or identifiable individual (collectively, "Personal Information"). The Personal Information we collect may include the following categories of information relating to you or to others:
We also collect technical and device-related information that is not typically considered Personal Information, and instead identifies, or may reasonably be used to identify, a particular user device (collectively, "Non-Personal Information"). Non-Personal Information is typically collected automatically by technical means and, subject to Section 2.4 (Treatment of Combined Information), for purposes of our Platform and Services, may consist of the following:
To the extent that statutes, regulations, and any other laws that apply to the Platform or the Services (collectively, "Applicable Law") establish that Non-Personal Information constitutes Personal Information, and such Applicable Law applies to information we collect from you, then we will treat the relevant Non-Personal Information as Personal Information.
2.3 Anonymous Information.
Our Platform also collects, processes, and/or uses information that does not identify you or your devices, including Personal Information that has been made anonymous by: (i) removing identifying fields and aggregating the information with other information so that individual subjects of the information cannot be re-identified, or (ii) anonymizing the information with techniques that remove or modify the identifying data so as to prevent re-identification of the anonymized information (collectively, "Anonymous Information"). Information that meet these criteria might include, for example, demographic information, statistical information (e.g. page views and hit counts), and general tracking information.
2.4 Treatment of Combined Information.
3. How We Collect this Information.
We collect the above information through the following means and technologies:
3.1 Registration; Linked Accounts.
To register an account with us, you will need to provide us with certain information, including Personal Information. If you link one of your third party accounts to our Platform (for example automatically via Google, Facebook, or Twitter) to your Partie user account for registration, authentication, or for other purposes, then we will receive certain information from such third party, subject to the consent you provide to us and to the applicable third party. We will use this information to set up your account, authenticate your sign-on information, and to manage other functionalities relating to your account.
We may make certain of our Services available to you only if you have purchased a paid subscription to such Services. You must use the payment methods that we have facilitated via our Platform when you make payments or perform other transactions on our Platform. We will collect your transaction information from the third party payment processor(s) that we have authorized to collect such information from you on our behalf. For more information on our privacy practices with respect to our service providers, please refer to Section 5.1 (Our Service Providers). The payment information that our payment processor will collect from you during this process may include your credit card number, the expiration date of your credit card, transaction amount, date of transaction, and payment method. The payment processor may also collect certain Personal Information from you, such as your name and billing address. Please note that different payment methods may require you to provide different categories of information. Once you make your payment through the payment processor, we will receive a transaction number that we will use to complete your transaction with us.
3.3 User Generated Content.
We may give you the ability through the Platform to engage with us and others in chats, forums, and other forms of public and private exchanges, and these may include opportunities for you to provide feedback, comments, and other input (collectively, "User-Generated Content"). For example, any information you post on your user profile constitutes User-Generated Content. Please understand that, if you include Personal Information in User-Generated Content, depending on the configuration of your privacy settings, others will be able to read, collect, re-publish, and otherwise freely use the information. Additionally, we reserve the right to access and read any direct messages transmitted between you and other users if, in our discretion, we have reasonable grounds to do so, for example, to investigate an alleged violation of the Partie Rules by our users.
3.4 We are not responsible for Personal Information you decide to include in User-Generated Content, and we will not take down, remove, or edit User-Generated Content, except as required by Applicable Law. If you include in your User-Generated Content any Personal Information relating to others, you represent that you have full permission and authority to do so.
3.5 Contacting Us.
You can contact us with questions or comments using the contact methods available on our Platform or using the information provided in Section 16 (Contact Us). In order to communicate with us, you must provide certain Personal Information.
3.6 Contact Matching.
We may give you the ability to provide us with the contact information of your friends, family, and other individuals stored on your device or accessible through third party accounts and software, to determine whether any of your contacts have registered on our Platform. If you choose to use such Service, then the contact information you provide to us will be uploaded to our servers on a transient basis for the sole purpose of us identifying Partie users with matching contact information, and to put you in contact with those matched users. You acknowledge that we will use your contact information to respond to contacting matching requests initiated by other users.
3.7 Job Applications and Inquiries.
You may submit to us Personal Information in connection with job applications and if you have questions for us. In each case, we collect the information you submit to us for various purposes, including to respond to your inquiries or to consider your candidacy for our employment opportunities.
3.8 Information Provided to Third Parties.
As explained further in Section 5.1 (Our Service Providers), we may engage third parties to perform certain services for us or on our behalf. The forms on our Platform may be managed by such third parties, and we may obtain from the applicable service provider the information that you provide using such forms.
We may offer newsletters and other content that we believe may be of interest to you. We will use your Personal Information to provide you with this content. You can opt-out of receiving this content by following the instructions set out in Section 10 (Your Right to Opt-Out; Object to Processing; Deleting Information).
3.10 Questionnaires and Surveys.
Our Platform may allow you to participate in surveys and questionnaires, which we may post on the Platform from time to time or otherwise send to you via the contact information that you provide to us. You are free to choose whether you participate in a survey or questionnaire. We may ask that, in addition to providing your responses, you also provide Personal Information. In these instances, we use any information that you provide to us for the purposes for which you submit the information. Survey and questionnaire information may be used for the purposes of monitoring or improving the use and appeal of our Platform or for other business purposes.
3.11 Device Identifiers; Logs; IP Addresses.
To determine whether your device is supported by our Platform and Services, we may collect certain information about your device and network, including your IP address, your operating system and browser, your device model, information about your use of the Platform or Services, as well as the presence of any software that our Platform or Services may require to operate with your device, or other third party software or mobile apps on your device. We automatically receive and record this information in log files, and this is generally Non-Personal Information.
3.13 Geolocation Information.
3.14 Beacons and Tags.
The Platform may use certain data collection technologies that rely on: (i) beacons; (ii) pixel tags and object hyperlinking tags; and (iii) other means to link an object to an Internet address, a remote software application, a remote database, or other remote means of receiving or processing information. We may use these technologies to tell us what parts of our Platform have been visited or to measure the effectiveness of searches that users perform on our Platform. These technologies also enable us to send email messages in a format users can efficiently read, to learn whether these email messages have been opened, and to help ensure, for example, that our messages are of interest to our users. These technologies provide us with Anonymous Information, Non-Personal Information and, in certain instances, Personal Information.
We may send email messages or display links that use a "click-through URL" linked to our Platform or to another resource. When you click one of these URLs, you pass through our web server before arriving at the destination website page or other resource. Click-throughs may use and collect Anonymous Information and Non-Personal Information. We may track this click-through data to help determine interest in particular topics and measure the effectiveness of our user communications.
4. How We Use this Information.
We use the information we collect or process, including Anonymous Information, Non-Personal Information, and Personal Information, as permitted under Applicable Law, including where the use is based on: (i) the consent you provide to us at the point of collection; (ii) performance of our agreement to provide you with the Services; (iii) compliance with our legal obligations; and/or (iv) our Legitimate Interests, as well as a third party's Legitimate Interests. More specifically, we use the information we collect for some or all of the following:
To provide you with the Services you request and, specifically, to allow us to send you email with information
To conduct fraud monitoring, prevention, and detection activities
To respond to your inquiries, comments, or complaints that you provide to us via the Platform
To process subscription payments and other transactions you make with respect to Partie, our Platform, and/or Services
To consider your submittals and other expressions of interest in connection with our career opportunities
To process your registration or signing-on to our Platform, including through the use of your account information on third party platforms
To determine, per your request, if any of the contact information stored on your device or other third party accounts has have been used to open accounts on the Partie Platform, and to notify you of such users
To customize your visit to, and use of, the Platform and Services
To allow you to submit User-Generated Content
To determine which content or information (including, if applicable, our newsletter) might interest you and, upon making this determination, to provide you with the associated information
To track access to and use of our Platform and Services, and conduct data and other analyses, including anonymization and aggregation of Personal Information
To perform internal administration, auditing, operation, and troubleshooting for our Platform and Services
To engage in the activities specified in Section 5 (How We Share This Information)
To evaluate and improve our Platform, Services, and our communications, and to develop and test new services and content
To comply with Applicable Law
Note that when determining the bases for our use of your information, we rely on what we consider to be the most appropriate basis, even if there are multiple bases available in connection with our use. Furthermore, our "Legitimate Interests" mean that there is a good reason for processing your Personal Information, and that the processing is carried out in a way that we believe minimizes impacts (if any) on your privacy rights and interests. Legitimate Interests also refer to our use of information in ways that you would reasonably expect, based on your relationship to us. For example, there is a Legitimate Interest in collecting and processing your Personal Information: (i) to safeguard our Platform, Services, networks, content, and related information and resources; (ii) to administer and generally conduct our business; and (iii) to prevent fraud.
5. How We Share this Information.
We value your privacy, and we share the information we collect only in the manner set out below.
5.1 Our Service Providers.
We engage third parties to perform functions on our behalf, such as maintaining the Platform, processing payments, collecting information (including information related to enrollment applications), responding to and sending email or other messages, and other functions useful to us. In this capacity, we may provide service providers with Personal Information, Non-Personal Information, and Anonymous Information (as applicable). The following are examples:
Our Platform includes links to third party websites offering services that augment those Services offered on our Platform.
We may use service providers to: (i) process your payment transactions; (ii) provide customer service (where applicable); (iii) process and distribute email and newsletters; (iv) manage marketing and similar activities; (v) provide you with access to various portals and platforms on which to perform activities; and (vi) receive assistance in organizing and hosting our events and programs. These service providers generally require access to your Personal Information in order to perform these services.
We may use analytics service providers to assist us in understanding and using Non-Personal Information and other information that we collect via the Platform.
We may use service providers to anonymize and aggregate Personal Information in order to generate Anonymous Information.
We may engage service providers to analyze the interests and attributes of our users and, using techniques based on Anonymous Information and Non-Personal Information, identify others who might share those interests and attributes. We then use this information to reach out to relevant market segments to provide them information concerning the Platform or Services.
We require our service providers to contractually commit to protect the privacy and security of the Personal Information they process on our behalf.
5.2 Questions of Harm; Legal Process.
We may disclose your Personal Information and Non-Personal Information to third parties, including law enforcement agencies, attorneys, and private investigators, where it is necessary, or where we have a good faith belief that it is necessary:
To comply with legal process;
To protect and defend our rights and property, including the Platform, Services, and associated content;
To protect against misuse or unauthorized use of our Platform, Services, and associated content;
To protect the personal safety or property of Platform users or the public, including your personal safety or property (it being understood that we assume no duty to provide, or monitor the need for, such protections); and
To cooperate with public and government authorities including, where required, authorities outside your jurisdiction.
While you are not able to opt out of this use of information, we will take reasonable steps to limit such use, and disclose only the information we reasonably believe is necessary for the above purposes. If we receive legal process calling for the disclosure of your Personal Information, then we will attempt to notify you within a reasonable amount of time, unless such notification is not permitted.
5.3 Transfer of the Platform.
5.4 Our Affiliates.
7. How We Safeguard the Information We Collect.
We recognize the sensitivity of our users' Personal Information and we have put in place security systems designed to prevent unauthorized access to, or disclosure of, this information. Our security systems include physical, technical, and administrative information security controls, and we take commercially reasonable steps to secure and safeguard such Personal Information in accordance with Applicable Law.
8. Our Retention of Data.
We retain Personal Information for the period of time necessary to fulfill the purposes for which we obtained the Personal Information and consistent with Applicable Law. We use the following criteria to set our retention periods: (i) the duration of our relationship with you; (ii) the existence of a legal obligation as to the retention period; and (iii) the advisability of retaining the information in light of our legal position (for example, in light of applicable statutes of limitations, litigation, or regulatory investigations).
9. Accuracy and Minimization of Data.
We take reasonable steps (i) to maintain the accuracy of the Personal Information we process, and (ii) to limit the Personal Information that we process to that which is reasonably necessary for the purposes for which we obtained the information.
10. Accessing and Updating Your Information.
If you would like to review, correct, or update the Personal Information that you have provided to us, or if you would like to request an electronic copy of this Personal Information for purposes of transmitting it to another company (to the extent Applicable Law provides you with this right to data portability), then you may make such requests by us as provided in Section 16 (Contact Us).
11. Your Right to Opt-Out; Object to Processing; Deleting Information.
11.1 Unsubscribing to Email.
If you no longer wish to receive email messages from us, then you can opt out of this Service by either (i) following the "unsubscribe" instructions located near the bottom of each email message, or (ii) contacting us as provided in Section 16 (Contact Us).
11.2 Deleting Information.
If you object to our processing of your Personal Information, and a request for us to delete this information is not, in your view, sufficient, please contact us as provided in Section 16 (Contact Us).
11.4 Anonymous Information.
12. Advisory Regarding Participation by Children and Teens.
Under U.S. Federal Law (as reflected in the Children's Online Privacy Protection Act), WE DO NOT COLLECT OR STORE ANY PERSONAL INFORMATION FROM INDIVIDUALS THAT WE KNOW ARE UNDER THE AGE OF 13. If you wish further information concerning privacy policies in general, and concerning online social networking and safety, you should visit the following website: http://www.ftc.gov/privacy/index.html.
13. Shine the Light Law.
This Section 13 (Shine the Light Law) applies if you are a California resident. California law requires certain businesses to respond to requests from California users who ask about business practices related to disclosing Personal Information to third parties for direct marketing purposes. The California "Shine the Light" law further requires us to allow California residents to opt out of certain disclosures of Personal Information to third parties for their direct marketing purposes.
14. Do Not Track Notice.
Our Platform does not change its behavior when receiving "Do Not Track" signals from browser software.
We want your feedback. If you have a suggestions on how we can improve or complaints you would like us to address, please contact us at the address set out in Section 16 (Contact Us). If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs. Other states may provide similar avenues for lodging complaints. Please check with your state's consumer protection authority.
17. Contact Us.
18. Effective Date.
19. COPYRIGHT AND LEGAL NOTICE.
© 2019 Partie Partners, LLC. All rights reserved. No part of this content may be reproduced, stored in any form without written permission from Partie Partners, LLC.
2. Categories of Cookies We May Use. We may use the following categories of cookies on our Website:
3. Cookies We Use on Our Website. We use the following cookies on our Website:
doubleclick.net IDEUsed by Google DoubleClick and stores information about how the user uses the website and any other advertisement before visiting the website. This is used to present users with ads that are relevant to them according to the user profile.
doubleclick.net test_cookieUsed by Google DoubleClick and stores information about how the user uses the website and any other advertisement before visiting the website. This is used to present users with ads that are relevant to them according to the user profile.
youtube.com GPSThis cookie is set by Youtube and registers a unique ID for tracking users based on their geographical location
youtube.com VISITOR_INFO1_LIVEThis cookie is set by Youtube. Used to track the information of the embedded YouTube videos on a website.
youtube.com YSCThis cookie is set by Youtube and is used to track the views of embedded videos.
This Partie End User License Agreement (this "Agreement") is made between Partie Partners, LLC ("Partie", "we", or "us") and you, and if applicable, your organization ("you", "your", or "yours") (each a "Party" and together the "Parties"). The effective date of this Agreement is the date you accept these terms in accordance with Section 1 (Your Acceptance) (the "Effective Date").
By clicking the "Create Account" button presented during the account registration process on the Partie Platform, you acknowledge and agree that: (i) you have read all of the terms and conditions of this Agreement; (ii) you understand all of the terms and conditions of this Agreement; and (iii) you agree to be bound by all of the terms and conditions of this Agreement. If you do not accept the terms of this Agreement, Partie is unwilling to license the Partie Platform to you.
Your Authority to Accept.
You must be 13 years or older to use the Partie Platform. Do not use the Partie Platform unless you are at least 13 years of age. If you have reached the age of majority in your jurisdiction, then by accessing the Partie Platform you agree that you have read, understood, and accept to be bound by this Agreement. If you are 13 years or older, but have not reached the age of majority in your jurisdiction, then by accessing the Partie Platform, you agree that your parent or guardian has reviewed and accepts to be bound by these Terms. Moreover, if you are agreeing to this Agreement on behalf of a company or other legal entity ("Your Organization"), then (i) you represent and warrant that you have authority to act on behalf of, and to bind Your Organization and (ii) for all purposes in this Agreement, the term "you" means Your Organization on whose behalf you are acting.
"Intellectual Property" or "Intellectual Property Rights" means: (i) rights under patent law; (ii) rights under trademark law; (iii) rights under copyright law; (iv) rights in trade secrets and Confidential Information; and (v) other similar rights to exclude another from the use or enjoyment of an asset or process.
"Partie App" has the meaning set forth in Section 3.1 (Platform Configurations). The term "Partie App" includes any associated User Documentation and Updates.
"Partie Platform" means, as applicable: (i) the Partie Web Services; or (ii) the Partie App, depending on how you to choose to access our services. The term "Partie Platform" expressly excludes any Third Party Materials.
"Partie Web Services" has the meaning set forth in Section 3.1 (Platform Configurations). The term "Partie Web Services" includes any associated User Documentation and Updates.
"Updates" means additions, enhancements, security patches, new releases, and other work product relating to the Partie Platform that are developed by, at the direction of, or on behalf of, Partie.
"User Documentation" means user instructions, help information, service descriptions, system requirements information, data sheets, features information, and other similar materials that Partie provides to you for use with respect to the Partie Platform.
"User Materials" means all data, information, photographs, and other tangible or intangible material of any nature that you upload to or otherwise make available on the Partie Platform, including, for example, material containing your name, image, voice, and likeness. The term "User Materials" expressly includes Feedback.
Partie Grant of Rights.
Platform Configurations. We make the Partie Platform accessible in the following configurations: (i) as a web service accessible by your device's browser ("Partie Web Services"), and (ii) as a downloadable mobile (including tablet) or desktop software (the "Partie App").
Subscription License to the Partie Web Services. Subject to the terms and conditions of this Agreement, Partie hereby grants you, under Partie's Intellectual Property Rights and during the Term, a nonexclusive, non-sublicenseable, non-transferable, limited license to access and use the Partie Web Services through the Internet using your device's browser solely for the purposes permitted under this Agreement.
License to the Partie App. Subject to the terms and conditions of this Agreement, Partie hereby grants to you, under Partie's Intellectual Property Rights and during the Term, a nonexclusive, non-sublicenseable, non-transferable, limited license to download, install, and use the Partie App solely for the purposes permitted under this Agreement.
No Implied Rights.
There shall be no licenses or rights implied under this Agreement or based on any course of conduct.
End User Grant of Rights.
License to User Materials. Subject to the terms and conditions of this Agreement, you hereby grant to Partie, under your Intellectual Property Rights, a perpetual, irrevocable, nonexclusive, sublicenseable, transferable, limited license to use, display, publish, and reproduce User Materials for Partie's business purposes, and without any obligation to account to you or to otherwise provide you with any consideration (including financial consider) in connection with such use.
License to Feedback. The term "Feedback" means any comments, criticisms, reports, or other feedback, whether in oral or written form, that you provide to Partie regarding the function, features, and other characteristics of the Partie Platform including, without limitation, any errors, problems or defects in, or suggestions for changes or improvements to, the Partie Platform. Partie neither seeks nor requests Feedback, and this Agreement places no obligations on you to provide Partie with Feedback. To the extent you choose to provide Feedback to Partie, you agree that Partie shall be entitled to copy, modify, use, and otherwise exploit such Feedback without restriction and without compensation to you.
Other than those rights expressly granted to you under this Agreement, Partie and its licensors shall retain all right, title, and interest (including all Intellectual Property Rights) in and to the Partie Platform. You shall not acquire any rights in the Partie Platform by implication, course of conduct, or other means, apart from the express grant of rights provided in this Agreement. The Partie Platform is licensed to you, and not sold.
Restrictions Concerning Partie Web Services. The Partie Web Services shall be hosted on servers controlled by Partie, and the Partie Web Services shall be accessed only using Partie-approved methods. In using the Partie Web Services, you, at all times, agree to comply with all applicable federal, state, local, and foreign laws and regulations pertaining to the use of the Partie Web Services including laws concerning privacy and Intellectual Property Rights. Without limiting the generality of the foregoing, you shall not, and shall not permit others to: (i) copy, reverse engineer, or download the Partie Web Services or any software in connection therewith without Partie's prior written consent; (ii) take actions that interferes with or disrupts the availability or operation of the Partie Web Services or any networks or servers on which they reside or operate; (iii) allow, by action or omission, anyone other than you to access or use the Partie Web Services by way of your access information; (iv) publish or upload to the Partie Web Services, or cause to be incorporated into or be available on the Partie Web Services, any information or data that (a) infringes upon the rights of any third party, (b) is unlawful, harassing, libelous, defamatory, abusive, threatening, harmful, vulgar, obscene, or objectionable (as determined by Partie), or (c) is false, untrue, libelous, or slanderous; (v) sell, license, or resell, or otherwise permit any third party, access to or use of the Partie Web Services; (vi) use the Partie Web Services in any service bureau or time sharing arrangement for the benefit of a third party or otherwise make the Partie Web Services available as an application service provider for a third party's use; (vii) sell, transfer, publish, disclose, display, copy, or otherwise make available to any third party, or translate or make derivative works of, the Partie Web Services; or (viii) take, or permit any person other than Partie to take, any action to cause the Partie Web Services to interact with any software program or database, or to otherwise make use of any application program interfaces (APIs) within the Partie Web Services.
Restrictions Concerning Partie App.
The Partie App shall be downloadable as mobile or desktop software. In using the Partie App, you, at all times, agree to comply with all applicable federal, state, local, and foreign laws and regulations pertaining to the use of the Partie App including laws concerning privacy and Intellectual Property Rights. Without limiting the generality of the foregoing, you shall not, and shall not permit others to: (i) reverse engineer, decompile, or disassemble the Partie App; (ii) modify or configure the Partie App other than expressly permitted in accordance with the applicable User Documentation; (iii) remove or modify copyright notices, digital watermarks, or other notices of Partie or its licensors that are included in the Partie App; (iv) seek to circumvent or otherwise work-around technical limitations in the Partie App; (v) publish the Partie App, including any application programming interfaces (APIs) included in the Partie App, for others to use or copy; (vi) transfer, sublicense, lease, lend, or otherwise provide the benefit of the Partie App to any person or entity other than you; (vii) publish, or upload, or cause to be incorporated into or be available on the Partie App, any information or data that (a) infringes upon the rights of any third party, (b) is unlawful, harassing, libelous, defamatory, abusive, threatening, harmful, vulgar, obscene, or objectionable (as determined by Partie), or (c) is false, untrue, libelous, or slanderous; or (viii) use the Partie App in any service bureau or time sharing arrangement for the benefit of a third party or otherwise make the Partie App available as an application service provider for a third party's use.
Third Party Software.
The Partie Platform may incorporate, embed, or be bundled with software or components that are owned by third parties (each, a "Partie Licensor"), including software or components that are subject to terms and conditions of "open source" software licenses (collectively, the "Third Party Materials"). Your use of Third Party Materials is governed by the terms and conditions contained in the applicable Partie Licensor's end user license agreement or other applicable agreement, a copy of which will be provided upon your request.
Fees. Certain services and features of the Partie Platform are accessible only to our users who have purchased paid subscriptions to such services and features (the "Premium Services"). More information about the perks of enrolling in the Premium Services is available on our website, located at https://subscription.partie.com. In consideration of Partie's provision of Premium Services during the applicable subscription term, you shall pay Partie the subscription fees (the "Fees"). Fees are due initially upon your subscription to the Premium Services, and then automatically charged to your credit card on a monthly or annual basis thereafter, based on the billing term you choose, and for so long as you choose to maintain your subscription. If you choose to terminate your subscription to the Premium Services, upon the expiration of the then-current subscription term, your access to the applicable Premium Services shall immediately terminate.
Taxes. All Fees are stated exclusive of taxes. Partie may charge you for, and you shall pay, all taxes, assessments, charges, duties, or levies imposed by any taxing authority relating to the Fees. Applicable taxes include sales, goods and services, use, lease, excise, consumption, stamp duty, value added, and gross receipts taxes. You are not required to pay or reimburse Partie for any of Partie's employment taxes or any taxes imposed on or measured by Partie's net or gross income or property ownership.
Availability of Partie Services.
Partie shall, during the Term, using commercially reasonable efforts and commercially reasonable response and resolution times, as applicable, cause the Partie Platform to substantially conform to the User Documentation and be available to you without material interruption, subject to reasonable downtime for maintenance and error correction activities.
Disclaimer of Warranties.
THE PARTIE PLATFORM IS BEING PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. PARTIE HEREBY DISCLAIMS ALL WARRANTIES REGARDING THE PARTIE PLATFORM, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PARTIE, ITS LICENSORS, DISTRIBUTORS, AGENTS, OR EMPLOYEES WILL CREATE A WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. PARTIE DOES NOT WARRANT THAT THE PARTIE PLATFORM WILL MEET YOUR REQUIREMENTS, THAT THE PARTIE PLATFORM WILL OPERATE IN COMBINATIONS OTHER THAN AS SPECIFIED IN THE USER DOCUMENTATION, THAT THE OPERATION OF THE PARTIE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE PARTIE PLATFORM WILL PROTECT AGAINST SECURITY THREATS, INTERNET THREATS OR OTHER THREATS OR INTERRUPTIONS.
The term "Confidential Information" means information that Partie provides to, or that the you access from the Partie that meets one of the following two criteria: the information either (i) is identified by a "CONFIDENTIAL" legend or similar legend of Partie, or (ii) is obtained under circumstances such that you knew or reasonably should have known that the information should be treated as confidential to Partie. You shall not access, use, or disclose any of Partie's Confidential Information except as expressly permitted under this Agreement. You shall protect Partie's Confidential Information with the same level of care you use for your own Confidential Information; provided, however, that you shall at a minimum use reasonable care to protect Partie's Confidential Information. Nothing herein shall prevent you from disclosing any Confidential Information as necessary pursuant to any court order, lawful requirement of a governmental agency or when disclosure is required by operation of law (including disclosures pursuant to applicable securities laws and regulations); provided, however, that prior to any such disclosure, you promptly notify Partie in writing of such requirement to disclose and reasonably cooperate with Partie, at Partie's expense, in protecting against or minimizing such disclosure, or in obtaining a protective order.
Indemnification by End User. You agree to defend Partie from and against any demand, suit, action, or other claim by a third party that is related to or arises from your breach of this Agreement (each, a "User-Related Claim"), and to indemnify Partie for settlement amounts or damages, liabilities, costs, and expenses (including reasonable attorneys' fees) awarded and arising out of any such User-Related Claim.
Indemnification by Partie.
Partie agrees to defend you against any demand, suit, action, or other claim by a third party that the Partie Platform misappropriates or infringes the Intellectual Property Rights of such third party (each, a "Partie-Related Claim"), and to indemnify you for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys' fees) awarded and arising out of any such Partie-Related Claim. Partie shall be entitled, at its option, to modify the Partie Platform to resolve such third party infringement claims, provided such modifications do not materially degrade the features or performance of such Partie Platform. If Partie is unable at reasonable effort or expense to make such modifications, then Partie shall be entitled to terminate this Agreement without further liability to you. The foregoing states the entire liability of Partie, and your exclusive remedy, with respect to actual or alleged violation of third party Intellectual Property Rights by the Partie Platform or other performance by or deliverable from Partie under this Agreement.
The indemnifying Party's obligations hereunder are conditioned on (i) the Party seeking indemnification providing prompt written notice thereof and reasonable cooperation, information, and assistance in connection therewith (at the indemnifying Party's expense), and (ii) the indemnifying Party having sole control and authority to defend, settle, or compromise such claim. The indemnified Party may participate in the defense at its sole cost and expense. The indemnifying Party will not enter into any settlement that adversely affects the indemnified Party's rights or interest without its prior written approval, not to be unreasonably withheld. The indemnifying Party shall not be responsible for any settlement it does not approve in writing.
Limitations on Remedies.
Consequential Damages Waiver.
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL PARTIE, NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE PARTIE PLATFORM, INCLUDING PARTIE'S LICENSORS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS, GOODWILL, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF PARTIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, PARTIE'S LIABILITY FOR DAMAGES AND EXPENSES HEREUNDER OR RELATING HERETO (WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE OR WHETHER RELATED TO PARTICULAR PRODUCTS OR SERVICES) SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY YOU TO PARTIE UNDER THIS AGREEMENT. YOU ACKNOWLEDGE THAT PARTIE'S PRICING REFLECTS THE ALLOCATION OF RISKS, OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS AND THE LIMITATION OF LIABILITY HEREUNDER.
Term and Termination.
This Agreement shall commence on the Effective Date and continue in full force and effect until terminated in accordance with this Section 13 (Term and Termination) (the "Term"). If either Party is in material breach of any obligation under this Agreement, the non-breaching Party may terminate this Agreement for cause upon written notice after first (i) providing the other Party with written notice of the breach (a "Notice of Breach"), and (ii) providing thereafter a thirty (30) day opportunity to cure beginning on the date of receipt by the alleged breaching Party of the Notice of Breach. You agree that, notwithstanding anything to the contrary, upon termination or expiration of this Agreement for any reason, the rights granted to you in Section 3 (Partie Grant of Rights) shall immediately terminate and you shall immediately stop accessing or otherwise using the Partie Platform.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law provisions.
Dispute Resolution; Binding Arbitration.
All disputes, claims, or controversies arising out of or relating to this Agreement that are not resolved by the Parties' good faith attempt to negotiate a resolution will be submitted to final and binding arbitration before JAMS, or its successor, in Los Angeles, California, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Parties shall cooperate with JAMS and each other in selecting a single arbitrator (the "Arbitrator") who shall be a former judge or justice with substantial experiences in resolving business disputes with particular experience in resolving disputes involving software. The costs of arbitration shall be shared equally by the Parties. The provisions of this Section 14.2 (Dispute Resolution; Binding Arbitration) may be enforced by any court of competent jurisdiction. THE ARBITRATOR IS NOT AND SHALL NOT BE EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS AGREEMENT, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR SHALL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN SECTION 14.1 (GOVERNING LAW) OF THIS AGREEMENT AND FOLLOW THE TERMS OF THIS AGREEMENT. The Arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a Party's violation of Section 6 (Use Restrictions) or 10 (Confidentiality). Neither Party shall have the right to act as a class representative or participate as a member of a class of claimants with respect to any claim. Either Party may, without waiving any remedy under the Agreement, seek from any court of competent jurisdiction any interim or provisional relief that such Party deems necessary to protect its Confidential Information and Intellectual Property Rights, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the claim).
Partie shall not be responsible to you for any failure or delay in its performance under this Agreement due to Acts of God or other unforeseen circumstances beyond Partie's reasonable control.
If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be amended to achieve as nearly as possible the intent of the Parties, and the remainder of this Agreement will remain in full force and effect. The waiver by either Party of a breach of any provision of this Agreement in one instance shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement.
You may not assign this Agreement, in whole or in part, without Partie's prior written consent. Any attempt to assign this Agreement without such consent will be null and void. Partie may assign this Agreement and all rights and obligations hereunder upon written notice to you. Subject to the foregoing, this Agreement will bind and inure to the benefit of each Party's permitted successors and assigns.
In addition to any right or obligation that by its nature or intent is intended to survive any termination or expiration of this Agreement, the following Sections shall survive any termination or expiration of this Agreement: 5 (Ownership); 7 (Fees; Payment); 10 (Confidentiality); 11 (Indemnity); 12 (Limitations on Remedies); and 14 (General Terms).
This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in a writing signed by an authorized representative of each Party. If a copy of this Agreement in a language other than English is included with the Partie Platform or User Documentation, it is included for convenience only, and the English language version of this Agreement shall control.
Partie: Repeat Infringer Policy
Partie is committed to complying with the Digital Millennium Copyright Act of 1998 (DMCA) and respects the intellectual property rights of others. The following describes the policies and procedures that Partie has implemented to process complaints regarding Infringing Content, and to address Repeat Infringers. This Repeat Infringer Policy applies to all Users.
1. "Complainant" means an individual that submits a Takedown Notice to Partie.
2. "Complainant Response" means a response from Complainant stating that it has filed an action seeking a court order to restrain the User from engaging in infringing activity relating to Infringing Content, as required pursuant to 17 U.S.C. 512(g)(2)(C).
3. "Counter Notice" means a counter-notification that (i) is sent to Partie in response to a Takedown Notice; and (ii) meets the DMCA requirements, including those set forth in 17 U.S.C. 512(g)(3).
4. "Infringing Content" means content hosted on the Service that infringes, or is claimed to infringe, the copyright interest of a third party.
5. "Repeat Infringer" means a User that is the subject of two (2) or more Verified Incidents within a twenty-four (24) month period.
6. "Service" means the website at https://partie.com operated by Partie, including the information and services available on the website.
7. "Takedown Notice" means a notification that (i) is sent by a Complainant regarding Infringing Content that is hosted on the Services; and (ii) meets the applicable DMCA requirements, including those set forth in 17 U.S.C. 512(c)(3).
8. "Partie" means Partie Partners, LLC, d/b/a Partie.
9. "User" means any user accessing the Services.
10. "Verified Incident" means any time in which Partie receives a Takedown Notice, and either (i) the applicable User fails to provide a Counter Notice in response, or (ii) the applicable Complainant fails to provide a Complainant Response within thirty (30) days after receiving a Counter Notice.
2. Infringing Content Notice and Takedown Process.
1. Receipt of Takedown Notice; Removal of Infringing Content. Upon Partie's receipt of a Takedown Notice, Partie will: (i) expeditiously remove or disable access to the Infringing Content, and (ii) promptly notify the applicable User that uploaded the Infringing Content of the action.
2. Receipt of Counter Notice; Replacement of Infringing Content. If Partie receives a Counter Notice, then it will: (i) forward such Counter Notice to the Complainant, and (ii) simultaneously notify the Complainant that Partie will replace or cease disabling access to the Infringing Content in ten (10) business days of Complainant's receipt of the Counter Notice (the "Response Period") unless the Complainant provides a Complainant Response. If the Complainant fails to provide a Complainant Response within the Response Period, then Partie will replace or cease disabling access to the Infringing Content within fourteen (14) business days of the commencement of the Response Period.
3. Management of Repeat Infringers.
1. Recordkeeping; Verified Incidents. Partie will maintain records (on a per-User basis) of each Takedown Notice, Counter Notice, and Complainant Response that it receives, and such records shall be used to determine whether a User constitutes a Repeat Infringer.
2. Determination of Repeat Infringers; Termination. Upon Partie's determination that a User constitutes a Repeat Infringer, Partie will notify the User of its status as a Repeat Infringer (each, a "Suspension Notice"). The Suspension Notice shall also inform such User that its access to the Service will be terminated if it is subject to another Verified Incident within twelve (12) months of such notice (the "Trial Period"). If a User is the subject of another Verified Incident during the Trial Period, then Partie may, in its sole discretion, terminate the User's 'access to some or all of the Services.
3. Continued Compliance. Nothing set out in this Section 3 (Management of Repeat Infringers; Termination) shall prevent Partie from continuing to comply with the procedures set out in Section 2 (Infringing Content Notice and Takedown Process).