PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING Partially (THE "SERVICE").
By checking the box "I have read and agree to the terms of service" you expressly acknowledge and agree, on your own behalf as an individual, and on behalf of your employer or another entity which has not yet done so (collectively "You" or "Your"), that You are entering into a binding legal agreement with Partially, Inc. ("Partially"), are over 18 years of age, have full authority to bind such employer or other entity, and have understood and agree to comply with the terms below ("Terms"). You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
Once You submit required Information to Partially, You (a) authorize and appoint Partially to integrate the Information with its proprietary solution to create payment plans ("Payment Plan"); (c) grant Partially the right to distribute or otherwise make the Service available in its sole discretion and acknowledge that Partially may at any time cease to offer, or change or enforce terms that govern, and could require modification or affect the continued availability of, the Service.
You acknowledge and agree that (a) information transmitted or gathered in connection with the Service or the Site may be used in an aggregated and anonymized manner; (b) Third-Party Vendors and their affiliates are third party beneficiaries of these Terms, and that such entities will have (and be deemed to have accepted) the right to enforce them against You; (c) as between You and Partially, You are solely responsible for any errors, issues, or downtime caused by or attributable to You (or Your agents) (d) by virtue of their ability to access the Service, users may be subject to terms and conditions similar to these Terms; (e) Your Service or other terms, if any, generally binding users, shall incorporate and adapt (to as great an extent as possible), and be at least as restrictive and protective of Partially and Third-Party Vendors, as each of the provisions identified in this Section 5, and each of Partially and Third-Party Vendors and their affiliates shall be third-party beneficiaries to such terms, which shall indicate that such entities will have (and be deemed to have accepted) the right to enforce them against users; and (f) You shall not include, modify, or apply any terms, limitations, or disclaimers in any agreements with users that contradict or supersede either these Terms or any minimum user terms that Partially incorporates as part of the Site.
You acknowledge and agree that all payments for every payment plan opened with Partial.ly will be processed with the Partial.ly system. You are strictly forbidden to accept payments outside of the Partial.ly system for any payments created, scheduled, paid or pending with Partial.ly. Failure to comply to these terms may result in the termination of your service.
You acknowledge and agree to use the Service solely for the purpose of offering a payment plan for the sale of products and services. You are solely responsible for backing-up and archiving any of Your Content or other data that may be stored on Partially's (or its third party service provider's) servers. Under no circumstances will Partially be liable for damages of any kind for any loss of Your Content or data.
You are solely responsible for maintaining the confidentiality of Your password and account information and ensuring the security, confidentiality and integrity of Content that is transmitted through or stored on Partially's (or its third party service provider's) servers.
Except as expressly set forth herein, Partially (or its third party providers) retain all right, title, and interest to all portions of the Service, associated software, and any modifications, enhancements, or derivative works thereof.
The provision of the Service, and Your use thereof, is subject to Your timely payment of applicable set-up fees, automated transaction fees (deducted from your merchant account transfers), monthly subscription fees or usage fees (beginning once the Service password is selected and user account is created).
Partially reserves the right to impose or change fees immediately by so posting on the Partially website at https://Partial.ly.
Partially will charge applicable fees to the credit card account that You authorize, and Partially will continue to charge that card (or any replacement card) for Your subscription including renewals. If You continue to receive the Service but, for some reason, payment is not received from Your card issuer, You agree to promptly pay all amounts due upon demand.
In the event that one of your customers disputes a transaction that was processed with Partial.ly on your behalf, you will be charged $30 for each disputed transaction. Disputed transaction fees will be charged to the credit card on file or charged in the form of increased application fees for future transactions. When Partial.ly charges you for disputed fees in the form of increased application fees, Partial.ly may do so until $30 is paid for each disputed transaction. In order to recoup disputed transaction costs, Partial.ly may increase the application fee at it's discretion until disputed charge fees are fully paid.
You may discontinue Your use of the Service at any time by sending an email message to firstname.lastname@example.org. Partially may terminate or suspend Your use of the Service at any time if You breach these Terms (including any failure to pay the applicable fees on time). Partially reserves the right to terminate or refuse service to anyone for any reason at any time.
Upon any discontinuation or termination of Your use of the Service, You will lose all access to the Service and other data in connection thereto. Partially reserves the right to deactivate the Service at any time following the effective date of termination. Partially does not accept any liability for any deactivation of the Site or deleted Content or other data.
The provisions of sections 3 to 5, 9, 12 to 15 and 19 shall survive termination.
You agree to defend, indemnify and hold harmless Partially and its affiliates and their respective officers, directors, agents, consultants and employees from any claims, damages, liabilities, costs, and expenses (as incurred, including attorney's fees) arising from (a) Your use of the Service; (b) the use by any third party of the Service; and (c) Your failure to comply with these Terms.
Except for as expressly set forth herein, the Service is provided on an "as is" and "as available" basis, and without warranties of any kind either express or implied. You assume all responsibility for the selection of the Service to achieve Your intended results. Partially HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, NONINFRINGEMENT AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Partially DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS WILL BE CORRECTED. Partially DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING THE RESULTS OR THE USE OF THE SERVICE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, RISK OF INJURY TO YOUR OR ANY USER'S COMPUTER, NETWORK, MARKET, OR CUSTOMER BASE OR COMMERCIAL ADVANTAGE. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
Except to the extent prohibited by applicable law, in no event shall Partially or Third-Party Vendor, or their affiliates, subsidiaries, or third party licensors, be liable for any damages whatsoever (including without limitation, consequential, indirect, special, punitive, or incidental damages, or damages for loss of business profits, business interruption, loss or corruption of data, or other pecuniary loss) arising out of the use or inability to use the Service, even if Partially has been advised of the possibility of such damages. Except to the extent prohibited by applicable law, in no event shall the liability of Partially, its affiliates, subsidiaries, and its third party licensors, if any, for damages under these Terms or arising from use of the Service exceed the amount paid by You to Partially for the Service in the six (6) months immediately preceding the claim.
You agree that Partially may (a) publicize Your name, the fact of the Service and Your use of the Service; and (b) brand the check out page with a "powered by Partially" or similar legend and/or copyright notice.
Partially shall not be responsible for failures of its obligations under this Agreement to the extent that such failure is due to causes beyond it's control including, but not limited to, acts of God, acts of war, governmental acts, fire, sabotage, strikes, failure of the Internet (not resulting from the actions or inactions of Partially), strikes or labor difficulties, severe weather conditions, and/or delay in, or of, transportation, suppliers or subcontractors. If the Service is unavailable for a period of thirty (30) days consecutive days as a result of a continuing force majeure event, You may cancel Your subscription to the Service, but there shall be no liability on the part of Partially.
These Terms represent the complete agreement concerning the Service between You and Partially and supersede all prior agreements and representations related to the subject matter hereof. These Terms shall be deemed agreed in and governed by the laws of the State of Florida, excluding choice of law principles. All proceedings shall be conducted in English. You agree that venue for all proceedings shall be Hillsborough County, Florida provided that venue shall also be proper in any court of competent jurisdiction where Partially seeks (a) injunctive relief against You to enforce the Terms; and/or (b) to join You in a suit brought by a third party related to the Service or the Site. The United Nations Convention for the International Sale of Goods shall not apply. Section headings are provided for convenience only and have no substantive effect on construction. Except for Your obligation to pay Partially, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Notice shall be deemed effective when received by the designated fax, email, or postal address. If any provision is held to be unenforceable, the Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party's right to exercise such right or any other right in the future.
Partially reserves the right to modify these Terms at any time by publishing the revised terms on the Partially website at http://partial.ly/terms. The revised Terms shall become effective within ten (10) days thereof.
Copyright Partially, Inc. 2015. Last updated: September 4, 2015