PartnerPortal.io - Terms of Service

SECTION 1 – OVERVIEW

The terms and conditions set forth below, as they may be amended from time to time (these “Terms of Service”) constitute a legally binding agreement between Arctic Leaf Inc. (“Arctic Leaf”) and you, the user (“you”, the “User”). By accessing or visiting any part of the https://partnerportal.io website (this “Website”) or subscribing for or otherwise making use of the partner portal service offered hereon and all services ancillary thereto or associated therewith (the “Services”) you agree to be bound by these Terms of Service, including those additional terms, conditions, and policies referenced herein and/or published by Arctic Leaf from time to time, and your use of this website is conditional upon you so agreeing. These Terms of Service apply to all users of the website, including without limitation users who are browsers, partners, vendors, customers, merchants, and/or contributors of content.

You acknowledge and agree that Arctic Leaf may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Arctic Leaf’s website, available at https://partnerportal.io/terms-of-service and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Arctic Leaf’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Services.

This Website is operated by Arctic Leaf. Use of the expressions “we”, “us” and “our” throughout these Terms and Service and elsewhere on this website refer exclusively to Arctic Leaf.

We reserve the right to refuse access to the Services or any part thereof to any person or entity at any time and for any reason whatsoever.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms of Service.

SECTION 2 – ACCOUNT SETUP

The person signing up for the Service will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Services.

If, however, you are signing up for the Services on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Services on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Service.

SECTION 3 – USE OF SERVICES

The User represents, covenants, and warrants that he, she, or it will use the Services only in compliance with these Terms and Service and applicable laws and regulations.

The User shall be responsible for obtaining and maintaining any equipment and ancillary services needed to install the application, connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, electronic mail servers and the like (the “Equipment”). The User shall also be responsible for maintaining the security of the Equipment, its account, any passwords, and for preventing all uses of the User’s account or the Equipment without User’s knowledge or consent.

SECTION 4 – PAYMENT AND PRICING

You will pay the fees applicable to your subscription to the Services (“Subscription Fees”) and any other applicable fees (together, the “Fees”).

You must keep a valid credit card on file with us to pay for all incurred and recurring Fees. Arctic Leaf will charge applicable Fees to the credit card account that you authorize ("Authorized Card"), and will continue to charge the Authorized Card (or any replacement card) for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full.

Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Account Owner via the email provided.

If we are not able to process payment of Fees using the Authorized Card, we will make a second attempt to process payment using the Authorized Card 1 day(s) later. If the second attempt is not successful, we will make a third attempt 3 day(s) following the second attempt. If the third attempt is not successful, we will make a final attempt 3 day(s) following the third attempt. If our final attempt is not successful, we may suspend and revoke access to your account. Your account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You will not be able to access your account during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Arctic Leaf reserves the right to terminate your account.

All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”). You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Arctic Leaf’s Services. If you are not charged Taxes by Arctic Leaf, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

Arctic Leaf does not provide refunds.

All prices quoted on this Website are in USD (United States Dollars).

Although we strive to provide accurate product and pricing information, errors or misprints may occur. In the event that any one or more of the Services are listed at an incorrect price or with incorrect information due to an error in pricing or product information, Arctic Leaf shall have the right, at its sole discretion, to refuse or cancel any orders, or any portion thereof and to terminate the purchase agreement without further liability, regardless of whether or not such order has been processed by Arctic Leaf at the time such error is discovered.

SECTION 5 – USER INFORMATION

The User agrees that where he, she or it is required to provide information, that such information shall be current, complete and accurate.

All information provided by the User to Arctic Leaf shall be collected, used, and maintained in accordance with the privacy policy of Arctic Leaf, as it may be amended from time to time.

SECTION 6 – THIRD-PARTY CONTENT

Certain content and services available on this Website may include content and services created, provided or disseminated by one or more third-parties that are not affiliated with Arctic Leaf. Arctic Leaf is not in any way responsible for examining or evaluating the content or accuracy of this content and does not warrant and will not be in any way liable or responsible for any such content.

Arctic Leaf shall not liable for any harm or damage related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites.

The User shall be solely responsible for reviewing and understanding the policies and practices of any third party website, service or content provider prior to engaging in any transaction, and Arctic Leaf strongly encourages the User to do so. Complaints, claims, concerns, or questions regarding third-party content should be directed to the third-party content provider.

SECTION 7 – WARRANTY AND DISCLAIMER

The User hereby acknowledges and agrees that the Services are provided “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement except as expressly set forth in these Terms of Service.

Arctic Leaf shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions. The Services may from time to time become temporarily unavailable for scheduled maintenance or, at any time, for unscheduled emergency maintenance, but Arctic Leaf shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. Arctic Leaf undertakes to use commercially reasonable efforts to conduct maintenance outside of regular work hours. ARCTIC LEAF DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.

SECTION 8 – OWNERSHIP OF INTELLECTUAL PROPERTY

This Website, including but not limited to, its design, all text, graphics, content, video, audio, and the selection and arrangement thereof are the property of Arctic Leaf, and are protected under the intellectual property laws of Canada and the United States. None of the content found on this website may be reproduced, republished, distributed, displayed, sold, transferred, or modified without the express written consent of Arctic Leaf.

“Arctic Leaf” and “PartnerPortal.io” related trademarks and design marks displayed on this website or any other medium (collectively, the "Trademarks") are the property of Arctic Leaf. Nothing contained on this website should be construed as granting, by implication or otherwise, any license or right in any trademarks, including the Trademarks, except with the express written consent of Arctic Leaf or, in the case of licensed Trademarks, the express written consent of a third party that owns the applicable trademarks.

SECTION 9 – LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, ARCTIC LEAF AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OF SERVICE, NEGLIGENCE, STRICT LIABILITY OR OTHER CAUSE OF ACTION: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF OPPORTUNITY; (C) FOR ANY MATTER BEYOND ARCTIC LEAF’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY THE ACCOUNT OWNER TO ARCTIC LEAF FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT ARCTIC LEAF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SECTION 10 – INDEMNIFICATION

You agree to indemnify, defend and hold harmless Arctic Leaf and its affiliates, partners, officers, directors, agents, contractors, service providers, subcontractors, and employees, harmless from any claim or demand, including reasonable lawyers’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents incorporated by reference herein, or your violation of any law or the rights of any third-party.

SECTION 11 – MISCELLANEOUS

If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and be enforceable. In these Terms of Service, words importing the singular number include the plural and vice versa and words importing one gender include all genders.

These Terms of Service are not assignable by the User except with Arctic Leaf’s prior written consent. Arctic Leaf may transfer and assign any and all of its rights and obligations under these Terms of Service without consent or notice to the User. These Terms of Service represent the complete and exclusive statement of the mutual understanding of the parties hereto and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter hereof.

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and the User does not have any authority of any kind to bind Arctic Leaf in any respect whatsoever.

These Terms of Service shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict of laws provisions. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.