These Standard Terms and Conditions (“Terms”) are incorporated by reference into, and made part of, each Ordering Document entered into between the Customer and PartnerOptimizer, Inc. (the “Parties”). These Terms shall be binding upon the Customer and PartnerOptimizer upon execution of the applicable Ordering Document by both Parties and/or their respective authorized representatives.
“Deliverables” means the company information and related business contact information (up to three contacts per company, as described in the applicable Ordering Document or product description page, e.g., MSP PartnerFrames). Deliverables are limited to business-related data only and expressly exclude sensitive personal information such as home addresses, government identifiers, payment card information, health information, or other regulated personal data.
“Confidential Information” means all non-public information disclosed by a Party to the other Party that is marked or identified as confidential, or that a reasonable person would understand to be confidential under the circumstances. Confidential Information includes, without limitation, business plans, technical data, research, product designs, financial information, or other proprietary materials. Confidential Information does not include: (a) information already known to the receiving Party without confidentiality obligations; (b) information disclosed to the receiving Party lawfully by a third party without confidentiality obligations; (c) information that becomes public without breach of this Agreement; or (d) the Deliverables, except to the extent they contain Customer-provided data.
Customer agrees to restrict the use of the Deliverables to internal business purposes only, as described in the Ordering Document. Customer shall not rent, sell, resell, sublicense, publish, disclose, or otherwise make available Deliverables, in whole or in part, to customers, vendors, service providers, research firms, or any third party, except with PartnerOptimizer’s prior written consent. If Customer’s use of the Deliverables changes in scope (e.g., from internal use to multi-use or resale), Customer shall notify PartnerOptimizer, and additional fees may apply.
PartnerOptimizer shall process and deliver Deliverables in compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other applicable privacy laws, to the extent they apply.
PartnerOptimizer will operate in accordance with its Privacy Policy (https://partneroptimizer.com/privacy-policy/), which is incorporated by reference. Where required by law, or upon Customer request, the Parties shall execute a Data Processing Addendum (DPA) that will form part of this Agreement.
PartnerOptimizer limits Deliverables to publicly available or business-related professional data. Sensitive categories of personal data (such as those identified in GDPR Article 9 or similar regulations) are expressly excluded
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Each Party agrees to protect the other Party’s Confidential Information with at least the same degree of care it uses to protect its own Confidential Information, and in no event less than reasonable care.
Confidential Information may only be used to perform obligations or exercise rights under this Agreement. Disclosure is permitted only to employees, Affiliates, contractors, legal counsel, auditors, and financing sources who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than these Terms.
A Party may disclose Confidential Information when legally required to do so (e.g., by subpoena or court order), provided it gives the other Party prompt notice (where legally permissible) and limits disclosure to only what is necessary.
Deliverables themselves shall not be deemed Confidential Information of PartnerOptimizer, except where they contain Customer-provided data.
Customer may transmit business information (such as partner domains or lists) to PartnerOptimizer for cleansing, enrichment, or updating. PartnerOptimizer will use commercially reasonable efforts, consistent with its research protocols, to verify and supplement such data with information available through publicly accessible or licensed sources.
PartnerOptimizer does not warrant that all data submitted can be verified or supplemented, but commits to applying reasonable care and diligence in its processes.
PartnerOptimizer may process Customer-provided domains, partner lists, and business attributes solely for the purposes of providing Deliverables or related services under the Agreement. PartnerOptimizer shall not use such data to build or enrich its general database, except in anonymized or aggregated form that does not identify Customer or its partners.
PartnerOptimizer does not rent, sell, or share Deliverables or Customer’s Confidential Information with third parties, except as necessary to provide contracted services, with Customer’s explicit permission, or as required by law.
Access to Customer’s Confidential Information is limited to employees and subcontractors who reasonably need such access to provide services. These individuals are bound by confidentiality and data protection obligations at least as strict as those set forth herein.
Upon written request, each Party shall return or destroy the other Party’s Confidential Information, except as required to be retained by law, regulation, or for audit purposes.
Each Party shall comply with all applicable laws, rules, and regulations in connection with its performance under this Agreement, including applicable data protection and privacy regulations.
DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PARTNEROPTIMIZER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PARTNEROPTIMIZER WILL NOT BE HELD LIABLE FOR ANY LOSS IN LEADS, SALES OR PROFITS AS A RESULT OF WORK PERFORMED IN THIS AGREEMENT
Customer is solely responsible for compliance with all applicable laws regarding its use of the Deliverables, or portions thereof.
PartnerOptimizer INDEMNIFICATION. Supplier will indemnify, and hold Customer, its officers, directors, agents and personnel harmless from and against any and all losses, damages, claims, expenses, suits, actions, proceedings and liabilities (including reasonable legal fees and court costs) (“Claim(s)”) arising out of and/or related to: (i) any third party claim that the Deliverables and/or Services infringe, breach, or misappropriate any third party intellectual property rights; (ii) Supplier’s breach of any representations, warranties or covenants under this Agreement; (iii) Supplier’s willful misconduct, fraud, misrepresentation, or breach of applicable law; and (iv) any obligation imposed by law on Customer to pay any tax, charge or levy, including withholding taxes, social security, or similar items in connection with compensation received by Supplier pursuant to this Agreement.
CUSTOMER INDEMNIFICATION. Customer will indemnify, and hold Supplier, its officers, directors, agents and personnel harmless from and against any and all losses, damages, claims, expenses, suits, actions, proceedings and liabilities (including reasonable legal fees and court costs) (“Claim(s)”) arising out of and/or related to: (i) any third party claim that the Deliverables and/or Services infringe, breach, or misappropriate any third party intellectual property rights; (ii) Customer’s breach of any representations, warranties or covenants under this Agreement; (iii) Customer’s willful misconduct, fraud, misrepresentation, or breach of applicable law; and (iv) any obligation imposed by law on Supplier to pay any tax, charge or levy, including withholding taxes, social security, or similar items in connection with compensation received by Customer pursuant to this Agreement
LIMITATION OF LIABILITY. Except for liability arising under Section “Breach of Confidential Information Obligations” and “Breach of Data Protection Obligations Under Section 2, Disclaimer of Warranty and Indemnification Under Section 3, in no event shall either party be liable to the other for any indirect, consequential, special, exemplary, or incidental damages of whatever kind and however caused, even if the party knew or should have known of the possibility of such damages. Except as otherwise set forth herein, in no event shall PartnerOptimizer’s cumulative liability for any claim arising in connection with this Agreement exceed the total fees and charges paid to PartnerOptimizer by Customer.
PRIVACY POLICY. Both parties acknowledge the PartnerOptimizer Privacy Policy, published at https://partneroptimizer.com/privacy-policy/
GOVERNING LAW, JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to principals of conflicts of laws and the parties hereby submits to the exclusive jurisdiction of the federal and state courts situated in the State of California, and the applicable service of process.
ASSIGNMENT. No rights or obligations under the Agreement may be assigned or delegated except as provided in this section without the prior written consent of the other party, not unreasonably withheld or delayed, and any assignment or delegation in violation of this section shall be void.
NOTICES. Customer shall provide an email address for notices under the Agreement. All notices or other communications permitted or required to be given hereunder shall be sent by electronic mail to the email address provided by each party for such purpose and shall be deemed given when sent. Notices to PartnerOptimizer shall be sent to legal@partneroptimizer.com. Notices to Customer shall be sent to the email address associated with Customer’s account or provided during the contract process.
ENTIRE AGREEMENT This Agreement supersedes any and all agreements, either oral or in writing, between the parties hereto with respect to the Ordering Document is it associated with, and contains all of the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Any modification of this Agreement, or any future agreements between the parties, will be effective only if they are in writing signed by each party. Any term of this Agreement may be amended or waived only with the written consent of the Parties.
Revised August 15, 2025