Terms of Service

Please read these terms carefully before using Partner Awesome

Effective Date: May 28, 2026
Last Updated: May 28, 2026

These Terms of Service ("Terms") form a binding agreement between Partner Awesome LLC, a Florida limited liability company ("Partner Awesome," "we," "us," or "our"), and the individual or entity that accesses or uses our Site or Services ("Customer," "you," or "your"). By creating an account, clicking "I accept," signing an Order Form referencing these Terms, or otherwise accessing or using the Services, you agree to be bound by these Terms.

Important: This document is a starting template. It is not legal advice. Before using it in production, have it reviewed by qualified legal counsel and tailored to your actual offerings, pricing, security commitments, and customer obligations. A signed Master Services Agreement or Order Form may override these Terms for specific customers.

1. Definitions

  • "Services" means the Partner Program as a Service platform, AI Partner Program Software, related APIs, documentation, mobile applications, websites at https://partnerawesome.com and subdomains, and any Professional Services described in an Order Form or Statement of Work.
  • "Order Form" means an ordering document executed by the parties that references these Terms.
  • "Statement of Work" or "SOW" means a document describing Professional Services deliverables, timeline, and fees.
  • "Customer Data" means data, content, files, configurations, and other information submitted to or generated by the Services on Customer's behalf.
  • "Authorized User" means an employee, contractor, or partner of Customer that Customer authorizes to use the Services under its account.
  • "Documentation" means then-current technical and user documentation made generally available by us for the Services.

2. Access and Use

2.1 Right to Use

Subject to these Terms and timely payment of fees, we grant Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right during the Subscription Term to access and use the Services for its internal business purposes and the operation of its partner program.

2.2 Accounts and Credentials

Customer is responsible for (a) all use of the Services under its account, (b) the acts and omissions of Authorized Users, and (c) keeping account credentials confidential. Notify us immediately at info@partnerawesome.com of any unauthorized use.

2.3 Acceptable Use

You agree not to, and not to permit any Authorized User or third party to:

  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, models, or underlying ideas of the Services.
  • Copy, modify, or create derivative works of the Services or Documentation.
  • Resell, sublicense, time-share, or use the Services on a service bureau basis except as expressly permitted.
  • Use the Services to build or train a competing product.
  • Upload or transmit viruses, malicious code, or unlawful, infringing, defamatory, harassing, or harmful content.
  • Probe, scan, or test the vulnerability of the Services; circumvent authentication or rate limits; or interfere with the Services or other users' use of them.
  • Use the Services in violation of applicable law or third-party rights.

We may suspend access without notice if we reasonably believe use poses a security, legal, or operational risk.

3. Professional Services

We may perform Professional Services (implementation, configuration, training, advisory) as described in a mutually executed SOW. Each SOW will identify scope, deliverables, assumptions, fees, and timeline. Unless the SOW states otherwise, Professional Services are provided on a time-and-materials basis and deliverables are licensed (not assigned) on the same terms as the Services. Customer is responsible for timely cooperation, decisions, access, and content needed for us to perform.

4. AI Features

The Services may include AI-powered features that generate text, recommendations, summaries, scoring, and other outputs ("AI Outputs") based on Customer Data and other inputs. You acknowledge:

  • AI Outputs are probabilistic and may be inaccurate, incomplete, or inappropriate for a given use. Customer is responsible for reviewing AI Outputs before relying on them, particularly for decisions affecting partners, payments, or compliance.
  • Subject to applicable law, as between the parties, Customer owns the inputs it submits and the AI Outputs generated for it, and is responsible for ensuring their lawful use.
  • We do not use Customer Data submitted through the Services to train foundation models for the benefit of other customers unless Customer expressly opts in. We may use de-identified, aggregated, or anonymized data to operate, improve, and secure the Services.
  • AI features may rely on third-party model providers; their use of inputs and outputs is governed by our agreements with them and reflected in our sub-processor list.

5. Customer Data

5.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data.

5.2 License to Us

Customer grants us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, and otherwise use Customer Data as necessary to provide, secure, and improve the Services and to perform our obligations under these Terms.

5.3 Responsibility

Customer represents and warrants that it has all rights, consents, and authority necessary for us to process Customer Data as contemplated by these Terms, and that Customer Data does not violate applicable law or infringe third-party rights.

5.4 Aggregate Data

We may collect and use de-identified or aggregated data derived from operation of the Services (which does not identify Customer or any individual) for analytics, benchmarks, product improvement, and other lawful business purposes.

6. Fees and Payment

6.1 Fees

Customer will pay all fees set out in the applicable Order Form or SOW. Unless otherwise stated, fees are quoted and payable in U.S. dollars, are non-refundable, and exclude taxes.

6.2 Invoicing and Payment Terms

Subscription fees are invoiced in advance per the Order Form. Other fees are invoiced as incurred. Undisputed invoices are due Net 30 from the invoice date. Late payments accrue interest at the lower of 1.5% per month or the maximum rate permitted by law.

6.3 Suspension for Non-Payment

We may suspend the Services on 10 days' written notice for any undisputed past-due amounts, without limiting our other remedies.

6.4 Taxes

Customer is responsible for all sales, use, VAT, GST, and similar taxes, exclusive of taxes based on our net income.

6.5 Auto-Renewal

Unless an Order Form states otherwise, Subscription Terms automatically renew for successive periods of equal length at the then-current list price, unless either party provides written notice of non-renewal at least 30 days before the end of the current term.

7. Term and Termination

7.1 Term

These Terms begin on the date Customer first accepts them or is granted access to the Services and continue until terminated as set forth here.

7.2 Termination for Cause

Either party may terminate these Terms and any Order Form for material breach if the breaching party fails to cure within 30 days after written notice (10 days for payment breaches).

7.3 Effect of Termination

Upon termination: (a) Customer's right to access the Services ends; (b) Customer remains liable for fees accrued through the effective date of termination; (c) within 30 days of termination Customer may request a copy of Customer Data in a commercially reasonable format; (d) we may thereafter delete Customer Data per our retention policies. Sections that by their nature should survive termination will survive.

8. Intellectual Property

We and our licensors own all right, title, and interest in and to the Services, Documentation, AI models we operate, configurations, features, content (excluding Customer Data), and all related intellectual property rights. No rights are granted other than those expressly stated. Feedback you provide may be used by us without restriction or compensation.

9. Confidentiality

Each party may receive Confidential Information of the other. The receiving party will use the disclosing party's Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel and advisors who need to know and are bound by confidentiality obligations. Confidential Information does not include information that is publicly available, independently developed, lawfully received from a third party, or required to be disclosed by law (with prompt notice, where lawful).

10. Warranties and Disclaimer

10.1 Mutual Warranties

Each party represents that it has the authority to enter into these Terms.

10.2 Services Warranty

We warrant that during the Subscription Term the Services will materially conform to the Documentation. Customer's exclusive remedy for breach is, at our option, to correct the non-conformity, provide a workaround, or terminate the affected Order Form and refund prepaid, unused fees for the affected portion of the Services.

10.3 Disclaimer

EXCEPT AS EXPRESSLY STATED, THE SERVICES, AI OUTPUTS, PROFESSIONAL SERVICES, AND ANY DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT AI OUTPUTS WILL BE ACCURATE OR FIT FOR ANY PARTICULAR PURPOSE.

11. Indemnification

11.1 By Us

We will defend Customer against any third-party claim alleging that the Services, as provided by us and used in accordance with these Terms, infringe a U.S. patent, copyright, or trademark, and pay damages and reasonable costs finally awarded by a court of competent jurisdiction or agreed in settlement. We have no obligation for claims arising from: (a) Customer Data; (b) modifications not made by us; (c) combinations with non-Partner Awesome products; or (d) use not permitted under these Terms.

11.2 By Customer

Customer will defend us against any third-party claim arising from (a) Customer Data, (b) Customer's or any Authorized User's use of the Services in violation of these Terms or applicable law, or (c) Customer's partner program operations, and pay damages and reasonable costs finally awarded or agreed in settlement.

11.3 Procedure

The indemnified party will provide prompt written notice, reasonable cooperation, and sole control of defense and settlement to the indemnifying party (provided no settlement imposes liability on the indemnified party without consent).

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO US FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE EVENT.

The above limitations do not apply to (i) Customer's payment obligations, (ii) breaches of confidentiality, (iii) indemnification obligations, or (iv) liability that cannot be limited under applicable law.

13. Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida for any action not subject to arbitration. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution. Before filing any claim, the parties will attempt in good faith to resolve disputes by negotiation between senior representatives for at least 30 days after written notice.

Equitable relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

14. Modifications

We may update these Terms from time to time. Material changes will be communicated by email, in-product notice, or by posting the updated Terms with a new "Last Updated" date. Changes take effect at the start of the next renewal term for paid subscriptions and upon posting for free or trial use.

15. General

  • Entire Agreement. These Terms, together with any Order Form, SOW, and incorporated policies (including the Privacy Policy and Cookie Policy), constitute the entire agreement and supersede prior agreements on the subject. Order documents that purport to add conflicting terms (e.g., purchase order terms) are rejected.
  • Assignment. Neither party may assign these Terms without the other's prior written consent, except to a successor by merger, acquisition, or sale of substantially all assets.
  • Force Majeure. Neither party is liable for failure or delay caused by events beyond reasonable control, excluding payment obligations.
  • Notices. Legal notices to us must be sent to info@partnerawesome.com with "Legal Notice" in the subject line. Notices to Customer may be sent to the email associated with the account.
  • Severability; Waiver. If any provision is held unenforceable, the remaining provisions remain in effect. Waivers must be in writing.
  • Independent Contractors. The parties are independent contractors. These Terms create no agency, partnership, joint venture, or employment relationship.
  • Export Compliance. Each party will comply with applicable export, sanctions, and anti-corruption laws.
  • Publicity. With Customer's prior consent (which may be by Order Form), we may use Customer's name and logo to identify Customer as a customer.

16. Contact

Partner Awesome LLC
Email: info@partnerawesome.com
Website: https://partnerawesome.com

© 2026 Partner Awesome LLC. All rights reserved.