About this "Partner" document
Congratulations on discovering MMBR We’re dedicated to creating a powerful set of marketing tools to help sites create sustainable business models, and to also make it easy for people to support the content they love. We’d like to avoid any misunderstandings or legal problems in the process of providing our service, so we’ve drafted this document to make sure we and our clients are on the same page. You should make sure to review it carefully before getting started. If you’ve got any questions about anything in here, or anything that’s not here, please feel free to contact us at: Legal@mmbr.io

Our Partner agreement is between us and you but connected to the Publisher.
The following Partner Agreement describes the terms under which Paywallz, Inc. ("Paywallz," "MMBR," "we," "our," or "us") will allow you to use the MMBR Service to collect revenue from MMBR Transactions. This Partner Agreement shall be effective as of the date on which Paywallz, Inc. ("Paywallz") has accepted Partner's registration (the "Effective Date"). In this Partner Agreement, the phrase "this Site" refers to our web site located at mmbr.io, and the phrase "MMBR Service" refers to the service offered at this Site that enables users to pay for Publisher Services (as defined below (also see Publisher agreement)). "Publisher" refers to Publisher, as well as all employees, agents, and representatives of the Publisher. "Partner" refers to associated marketing, advertising and promoters of the Publisher, as well as all employees, agents, and representatives of the Partner.

We’re just getting started
The MMBR Service is currently offered as an open beta. While we will work hard to ensure that the MMBR Service is stable and provided in an error-free fashion, certain technical issues may appear from time to time. File security and access cannot be guaranteed. Moreover, the user experience which MMBR provides to end customers may change at any time. If you experience an issue with the MMBR Service, or find any bugs you would like to help us squish, please contact us at: Support@mmbr.io.



1. Implementation
Paywallz, Inc. operates a web site currently located at mmbr.io (the "MMBR Site") that enables users ("Customers") to pay for content and/or data, text, graphics, and other materials ("Publisher Services") offered or made available at, or otherwise enabled by, the Publisher’s web site (and its constituent pages) (the "Publisher Site"), for the benefit of the Customer, for which Publisher charges a fee to such Customer (the "MMBR Service"). Third party marketing web sites ("Partners") may promote and refer people to the Publisher's web site and earn a commission from referring Customers that pay for Publisher Services. MMBR makes the MMBR Service available for use on the Publisher Site by way of certain software code, such as APIs ("MMBR Software"), provided by MMBR to Publisher. MMBR hereby grants to Publisher a non-exclusive, limited, revocable, non-transferable right to: i) reproduce the MMBR Software for the purposes of incorporating the MMBR Software into the Publisher Site, in order to make the MMBR Service available on the Publisher Site; and ii) access the MMBR Service through the MMBR Site. Publisher acknowledges that MMBR owns and will retain all rights in and to the MMBR Software and the MMBR Service (collectively, "MMBR IP"), and Publisher receives no rights to the MMBR IP except as expressly set forth herein. Specifically, Publisher may not distribute, display or prepare derivatives of the MMBR IP for any purpose.

2. Transaction Fees
From each transaction in which a Customer purchases Publisher Service(s) through the MMBR Service (each, a "MMBR Transaction"), MMBR shall withhold a transaction fee consistent with the schedule published at http://www.mmbr.io/publisher/. MMBR reserves the right to change this pricing, for any reason and at any time, without notice and at its sole discretion. Partner commissions are calculated at the time of transaction. No refunds are available for any subscription or trial.
Publisher’s share of revenues received from each MMBR Transaction will be made available immediately after the transaction date. Funds can be transferred in the as ACH or bank wire. If the Publisher is based outside of the U.S., funds will be transferred via a bank wire. Publisher will be responsible for, and will remit, any sales, use or other tax related to MMBR Transactions, exclusive of taxes on MMBR's income.
Partner's commission received from each MMBR Transaction will be made available immediately after the transaction date. Funds can be transferred in the as ACH or bank wire. If the Publisher is based outside of the U.S., funds will be transferred via a bank wire. Publisher will be responsible for, and will remit, any sales, use or other tax related to MMBR Transactions, exclusive of taxes on MMBR's income.

3. License to Partner marks
3a. Subject to the terms and conditions of this Agreement, Partner grants to MMBR and Publisher a non-exclusive, non-transferable, royalty-free, worldwide license during the Term to use the Partner's name and logos (the "Partner Marks") strictly for purposes of promoting the authority of MMBR to enable Customers to pay for Publisher Services using the MMBR Service. Any use of the Partner Marks by MMBR or Publisher shall be in accordance with any written trademark guidelines of Partner that have been provided to MMBR or Publisher. Except as expressly set forth in this Section 2, MMBR or Publisher shall have no other rights in the Partner Marks.

4. License to MMBR marks
Subject to the terms and conditions of this Agreement, MMBR grants to Partner a non-exclusive, non-transferable, limited, revocable, non-transferable license to use the MMBR Marks strictly for purposes of promoting the MMBR Services as used in connection with the Partner Site or for public communications and promotion directly related to the MMBR Service. Any use of the MMBR Marks by Partner shall be in accordance with any written trademark guidelines of MMBR that have been provided to Partner. Except as expressly set forth in this Section 4, Partner shall have no other rights in the MMBR Marks. Partner shall not alter the MMBR Marks.

5. Term and termination
The term of this Agreement will begin on the Effective Date and will continue either while the Partner continues to actively use the MMBR Service, or until either party specifically terminates this Agreement, whichever comes first. Terminating the agreement does not alter Partner's liability for processed payments or related chargebacks. Those terms of this Agreement which, by their nature, are meant to survive termination shall so survive, including without limitation terms related to ownership of intellectual property, confidentiality, indemnification, and governing law and venue.

6. Certain rights and obligations of Partner
Partner is not responsible for all activities required by or otherwise related to the Publisher Services, including, but not limited to, all information used in the Publisher Services, and for all fees, costs and other expenses related to such activities, including the taking and fulfillment of orders from Customers. However, Partners should strive to ensure the Publisher shall deliver the Publisher Services directly to Customers and that it shall not use MMBR to enable receipt of payments for anything other than the Publisher Services, nor shall Publisher use MMBR to fund stored-value accounts that can be used to purchase goods or services other than the Publisher Services. If Publisher's do not deliver Publisher Services, Partner should terminate the agreement with MMBR

7. User experience: full and timely performance
During the Term of this Agreement, Publisher shall deliver, perform or allow access to the Publisher Services, as the case may be, immediately or within such longer time frame specified to all users in accordance with the terms of any agreement(s) and policies between Publisher and the Customer. MMBR will share with Publisher the email addresses of Customers who complete MMBR Transactions.

8. Responsiveness to customers
Partner authorizes MMBR to contact or directly communicate with any Customer concerning any sale or transaction submitted to or through MMBR Customers may submit inquiries to the Publisher through the MMBR Service regarding billing, technical difficulties, and other issues regarding receipt of Publisher Services, and Partner or Publisher shall respond to such inquiries within seventy two (72) hours of receipt. In the event that Partner or Publisher fails to respond within such time, Partner authorizes MMBR to resolve the dispute on Publisher’s behalf. MMBR may use any means it deems necessary to resolve customer disputes, including issuing refunds from Partner's or Publisher's balances with MMBR and/or deleting that individual customer’s data.

9. Compliance
At all times during the term of this Agreement, each party shall comply with any domestic, foreign or international law, rule, regulation, or other restriction applicable to that party. Without limiting the generality of the foregoing sentence, Publisher shall not itself and shall not knowingly cause or knowingly permit a third party to: sell, upload, post, publish, transmit, reproduce or distribute in any way any content that: (a) is abusive, defamatory, or obscene, (b) is fraudulent, deceptive, or misleading; (c) contains a software virus or any other computer code, files or programs that interrupt, destroy or limit the functionality of any other computer software or hardware or telecommunications equipment; or (d) infringes any patent, trademark, trade secret, copyright or other proprietary right of any third party.

11. Anti-money-laundering ("AML") and know-your-customer ("KYC") considerations
Partner shall not support or encourage or otherwise contribute to a transaction that Partner knows or reasonably should know to be fraudulent. Partner shall employ commercially reasonable efforts to assist MMBR in enforcing this policy and shall notify MMBR of any actual or suspected fraud or violation and/or violation of applicable Anti-Money Laundering laws. The parties agree and acknowledge that the MMBR Service is not a payment transfer service.

12. Representations and warranties
Partner represents and warrants that it is not, and at all times during the term of this Agreement will not be, (i) an individual, business or organization located in a Restricted Nation; (ii) an individual, business or organization owned, controlled by or acting on behalf of any individual, business or organization located in a Restricted Nation; or (iii) a governmental entity in a Restricted Nation or any individual, business or organization acting on behalf of a governmental entity in a Restricted Nation. "Restricted Nation" means any jurisdiction against which the United States maintains an embargo or other economic sanctions as enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control or other appropriate regulatory entity, as such embargoes or sanctions may be modified from time to time. Partner represents and warrants that neither it nor any of its owners, officers or directors currently is listed on, not at any point during the Term will be listed on, (i) the Denied Persons List maintained by the U.S. Department of Commerce; (ii) the Unverified List maintained by the U.S. Department of Commerce; (iii) the Entity List maintained by the U.S. Department of Commerce; (iv) the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Treasury Department; or (v) the Debarred List maintained by the U.S. Department of State, as each list may be amended from time to time.

13. Disclaimer of warranties
MMBR DOES NOT WARRANT THE COMPLETENESS, ADEQUACY, ACCURACY, OR USEFULNESS OF THE MMBR SERVICES. THE MMBR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH ALL DEFECTS. MMBR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY MMBR (Paywallz, Inc.), ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES. TO THE EXTENT THAT MMBR MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM AN IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

14. Limitation of liability
MMBR WILL NOT BE LIABLE TO PARTNER OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, LOSS OF GOODWILL OR REPUTATION) WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING FROM OR RELATING TO THE MMBR SERVICES OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER MMBR WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. MMBR'S (Paywallz, Inc.) MAXIMUM LIABILITY ARISING FROM OR RELATING TO THE MMBR SERVICES OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE LESSER OF: (I) FIFTY DOLLARS ($50); (II) THE TRANSACTION FEES ACTUALLY RETAINED BY MMBR WITH RESPECT TO MMBR TRANSACTIONS RELATED TO PARTNER SERVICES DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CLAIM ARISES. TO THE EXTENT THE LIMITATIONS ABOVE ARE NOT ALLOWED BY APPLICABLE LAW, MMBR PARTNER’S LIABILITY UNDER THESE TERMS OF USE WILL BE LIMITED TO $10,000.00.

15. Indemnification
Partner shall indemnify, defend and hold harmless MMBR, its affiliates, and each of their respective officers, directors, managers, members, shareholders, employees and agents (collectively, the "MMBR Indemnities") from and against any and all MMBR Indemnity Losses resulting from, arising out of, or relating to: (i) any breach by Partner of its representations and warranties herein; (ii) use of any Publisher Services by Customers; or (iii) injury or death, or damage to any property caused by or arising from the negligent acts or omissions of Partner or Publisher hereunder.

16. Technical support: service levels
Partner acknowledges and agrees that MMBR is provided on an as-available basis, and that these terms of service do not imply an uptime guarantee. Partner also agrees that MMBR may, from time to time, need to perform routine maintenance or repair of the MMBR Service or update the MMBR Software, and that during such times of maintenance or repair ("Maintenance Downtime"), the MMBR Service may not be available for the Partner's or Publisher’s use. MMBR will endeavour to minimize the length of Maintenance Downtime, and will endeavour to perform routine maintenance during non-business hours, but MMBR cannot guarantee that the MMBR Service will be available at all times.

17. Miscellaneous

Entire Agreement
The Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms or conditions with respect to the subject matter of the Agreement, and neither party has relied upon any representation, express or implied, not contained in the Agreement. To the extent this Agreement conflicts with the Terms of Use published on the Site, the terms of this Agreement will control.

Governing Law
The Agreement and any and all disputes arising directly or indirectly from the Agreement shall be governed by the laws of the State of New York, without regard to its conflict of law provisions.

Exclusive Forum
The parties hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in New York for all suits, actions or proceedings directly or indirectly arising out of or relating to the Agreement, the MMBR Services, or the MMBR IP, and waive any and all objections to such courts, including but not limited to objections based on improper venue or inconvenient forum.

Waiver
The rights and remedies of the parties are cumulative and not alternative. No waiver of any rights is to be charged against any party unless such waiver is in writing signed by an authorized representative of the party so charged. Neither the failure nor any delay by any party in exercising any right, power, or privilege under the Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.

Modification
No modification of or amendment to the Agreement will be effective unless in writing signed by authorized representatives of both parties.

Sever-ability
If any provision of the Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of the Agreement will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the parties’ intent.

Assignment
You may not assign or otherwise transfer any of your rights or obligations under these Terms of Use without the prior written consent of MMBR MMBR may assign these Terms of Use, in whole or in part, to any third party, without notice to or consent from you. Any purported or attempted assignment or other transfer or delegation in violation of this Section shall be null and void.

Notices
All notices, demands, and requests required or permitted to be given under this Agreement shall be in writing and delivered to the respective addresses of the parties as shown in the header to this Agreement (or to such other address as either party may furnish by a notice complying with this Section) personally, by local courier, by a nationally recognized overnight courier, or by United States certified mail, return receipt requested, postage prepaid. Notices shall be effective upon receipt.

Attorneys’ Fees
In the event of any dispute arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.

Force Majeure
Neither party shall be liable for any failure or delay in performance under this Agreement which might be due to strikes, shortages, riots, insurrection, fires, flood, storm, explosion, acts of God, war, government action, inability to obtain delivery of parts, supplies or labor, labor conditions, earthquakes, acts of terrorism, or any other cause which is beyond the reasonable control of such party ("Force Majeure Events").