Terms of service

"Brand" means a business, entity, or authorized individual that lists a Campaign on the Platform and offers a Payout for a verified Outcome. "Partner" means an independent individual or entity that promotes Campaigns and may earn Payouts. "Campaign" means a brief published by a Brand describing the Outcome, Payout, attribution rules, hold period, permitted and prohibited channels, and any additional terms. "Outcome" means a specific, verifiable commercial event a Brand agrees to pay for. "Payout" means the amount payable to a Partner for a verified Outcome, and "Platform Commission" means the separate fee payable by the Brand to Patna for facilitation. "Content" means any data, text, files, images, audio, video, code, communications, and other materials uploaded to or transmitted through the Platform. "User" means any person or entity with an account.

Additional definitions may appear elsewhere in these Terms. Any capitalized term not defined here has the meaning given to it in the specific section in which it appears.

Patna operates a neutral technology marketplace and communications toolkit. Patna is not a party to, and is not responsible for, the underlying commercial relationship between a Brand and a Partner. Nothing in these Terms creates an employment, agency, partnership, joint venture, franchise, fiduciary, or similar relationship between Patna and any User, or between any Brand and any Partner.

Patna is not a bank, money transmitter, money services business, escrow agent, trustee, custodian, broker-dealer, investment adviser, exchange, insurer, employment agency, staffing firm, professional employer organization, sales agency, advertising network, telecommunications carrier, common carrier, credit bureau, or law firm. Payments and payouts are processed by regulated third-party providers on behalf of the relevant User; Patna acts solely as a technical facilitator and record-keeper. Any funds held pending clearance, refunds, chargebacks, or dispute resolution are not held on deposit, are not insured, and are not client money in the regulated sense.

Users are, and remain, independent contractors as between themselves. Users are solely responsible for their own tax status, licensing, immigration status, employment classification, insurance, and regulatory compliance.

You must be at least eighteen (18) years old, have full legal capacity, and reside in a jurisdiction where use of the Platform is not prohibited. If you access the Platform on behalf of an entity, you represent and warrant that you are authorized to bind that entity, and "you" refers to both you personally and that entity.

You are responsible for maintaining the confidentiality of your credentials, for every activity under your account, and for using strong authentication where offered. Notify us immediately at security@onpatna.com of any suspected unauthorized access. We may require identity verification, sanctions and adverse-media screening, tax documentation (including IRS Form W-9, W-8BEN, W-8BEN-E, or equivalent), and other diligence before enabling certain features or releasing funds. We may refuse, suspend, restrict, or terminate any account at any time where we reasonably suspect non-compliance, fraud, abuse, risk to other Users, or violation of law.

Brands may invite team members and assign roles (owner, admin, member, viewer). The account owner controls billing, contract acceptance, and workspace ownership, and may transfer ownership subject to any conditions we specify. Actions taken by any team member bind the Brand.

Brands publish Campaigns describing the Outcome they will pay for (for example, a sale, qualified lead, booked meeting, installation, trial, or subscription), the Payout, the attribution model and window, the hold period, permitted and prohibited channels, geographic targeting, and any brand-safety, disclosure, or quality requirements.

A Payout is earned only when the Outcome (i) passes the Platform's attribution, deduplication, and anti-fraud filters, and (ii) satisfies the Brand's own verification criteria published in the Campaign brief. Brands must apply their verification criteria consistently and in good faith. Brands may not modify Payout amounts, hold periods, attribution rules, or eligibility criteria retroactively; any such modification applies only to Outcomes occurring after publication.

Partners must promote a Campaign only through channels and tactics that the Campaign brief expressly permits. Any Outcome sourced through a non-permitted channel or in violation of the brief may be rejected and any Payout for it may be withheld, reversed, or clawed back.

Optional requirements, including any LinkedIn contractor listing, are configured on a per-Campaign basis by the Brand and only apply to that Campaign. There is no platform-wide requirement to list any Brand on any social profile.

You will not, and will not permit others to: (a) misrepresent any product, price, availability, endorsement, testimonial, affiliation, or identity; (b) engage in trademark bidding on a Brand's or its competitors' marks unless the Campaign brief expressly permits it; (c) engage in cookie stuffing, click injection, ad fraud, incentivized traffic in breach of the brief, bot traffic, or any technique that fires a click, lead, or conversion without genuine user intent; (d) distribute malware, spyware, adware, or unlawful content; (e) send communications in violation of CAN-SPAM, TCPA, CASL, GDPR, UK GDPR, ePrivacy, or comparable laws, or send to purchased or non-opt-in lists; (f) target minors or protected classes with unlawful, deceptive, or harmful content; (g) attempt to reverse-engineer, decompile, scrape at scale, penetration test without authorization, or interfere with the Platform's operation; (h) circumvent or attempt to circumvent attribution, deduplication, rate limits, fraud controls, or audit logs; (i) upload Content that infringes any intellectual-property right, violates confidentiality, or invades privacy; or (j) use the Platform to violate any applicable law, sanctions program, or export control.

Violation of this section is a material breach. Consequences may include, in our sole discretion, warnings, feature restrictions, suspension or termination of accounts, forfeiture of any unpaid commissions, clawback of previously paid commissions attributable to the violation, referral to regulators or law enforcement, and civil recovery of damages.

Brands pay subscription fees for the plan they select, plus the Platform Commission on each verified Outcome, plus the Payout owed to the applicable Partner. The Platform Commission is a fee payable by the Brand to Patna for facilitation; it is separate from and in addition to the Payout the Brand has agreed to pay the Partner. All fees are stated in U.S. dollars unless otherwise indicated and are exclusive of taxes.

Payouts are released to Partners after the applicable hold period, after clearance of any refund or chargeback risk, and subject to the minimum-withdrawal thresholds, payout-method terms, and any diligence requirements in effect at the time. Patna may hold, offset, delay, or reverse any Payout that is subject to a dispute, suspected fraud, chargeback, refund, sanctions concern, legal request, or breach of these Terms. Where a reversal exceeds the Partner's available balance, we may recover the shortfall from future earnings or by other lawful means.

You are solely responsible for all taxes, duties, levies, and withholding obligations associated with your use of the Platform, including income tax, self-employment tax, VAT/GST, sales tax, and any withholding required by your local law. Patna may withhold and remit taxes where required, and may require tax documentation before releasing any Payout. Patna is not your tax adviser and provides no tax advice.

Subscription fees are billed in advance and are non-refundable except where required by law. We may change fees prospectively upon reasonable notice; continued use after the effective date constitutes acceptance.

As between the parties, each Brand retains all right, title, and interest in and to its trademarks, logos, product names, and Campaign assets. Each Brand grants each Partner participating in its Campaign a limited, non-exclusive, non-transferable, revocable license to use the specified assets solely to promote that Campaign in accordance with the brief. That license terminates automatically when the Campaign ends, is paused, or the Partner is removed.

Partners retain rights to Content they create and grant Brands a non-exclusive, worldwide, royalty-free license to use, store, reproduce, and analyze that Content for the purposes of measuring, verifying, and paying for the Campaign, and for the reasonable operation and improvement of the Platform. Each User grants Patna a non-exclusive, worldwide, royalty-free license to host, store, transmit, back up, index, and display Content as necessary to operate, secure, and improve the Platform, to enforce these Terms, and to comply with law.

Patna retains all right, title, and interest in and to the Platform, including its software, designs, models, algorithms, documentation, and trademarks. No implied license is granted. Feedback you provide about the Platform may be used by Patna without restriction or compensation.

The Platform offers optional communications features, including provisioned virtual phone numbers, salespatna.com email inboxes, and, on a per-Campaign basis where a Brand elects to require it, LinkedIn contractor verification. Users of these tools are solely responsible for obtaining any consents required by law (including two-party call-recording consents where applicable), providing lawful disclosures (including FTC endorsement disclosures), honoring opt-outs, and complying with the acceptable-use policies of upstream providers (including telecommunications carriers and email deliverability networks). Patna may throttle, suspend, or revoke access to communications tools to protect deliverability, network integrity, or other Users.

Either party may open a dispute for a rejected Outcome, unpaid Payout, alleged fraud, quality issue, or breach of a Campaign brief. Disputes are reviewed by Patna's trust & safety team using conversion logs, attribution data, communications records, and other reasonably available evidence. Users must cooperate promptly and in good faith with dispute investigations and preserve relevant evidence.

Patna's determinations regarding release, hold, offset, reversal, or clawback of amounts on the Platform are final and binding as between the parties for those internal operational purposes, and do not preclude either party from pursuing external legal remedies subject to Section 15. Chargebacks, refunds, and reversals attributable to a Partner may result in clawback of the associated Payout; if the amount to be reversed exceeds the Partner's available balance, Patna may recover the shortfall against future earnings or by other lawful means.

The Platform may interoperate with third-party services (for example, payment processors, telecommunications providers, email deliverability networks, blockchain networks, analytics, e-commerce platforms, and CRMs). Your use of any third-party service is governed by that provider's own terms and privacy policies. Patna does not control, endorse, or assume responsibility for third-party services, and is not liable for their acts, omissions, availability, or content.

Non-public information exchanged between Users through the Platform, including unpublished Campaign briefs, Payout rates, roadmap information, and Personal Data, is confidential and may be used solely to perform under the applicable Campaign or as required by law. Confidentiality obligations survive termination of any Campaign or account.

Each User represents and warrants that (i) it has authority to enter these Terms; (ii) its use of the Platform complies with all applicable laws; (iii) its Content and Campaigns do not infringe third-party rights or violate any law; and (iv) it will not use the Platform to make deceptive, unfair, or unlawful claims. Brands additionally warrant that their product claims, prices, and offers are truthful, substantiated, and lawful.

You will defend, indemnify, and hold harmless Patna, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, demands, actions, losses, liabilities, damages, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your Content; (b) your Campaigns or promotions; (c) your breach of these Terms; (d) your violation of any law or third-party right; (e) your tax, employment, or regulatory obligations; or (f) any dispute between you and another User.

THE PLATFORM AND ALL RELATED SERVICES, TOOLS, DATA, AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PATNA AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

PATNA MAKES NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, PRODUCE ANY PARTICULAR RESULT, GENERATE ANY LEVEL OF REVENUE, ATTRACT ANY LEVEL OF PARTICIPATION, OR OPERATE UNINTERRUPTED, ERROR-FREE, OR SECURE. ILLUSTRATIVE FIGURES, COMPARISONS, TESTIMONIALS, AND CASE STUDIES ARE REPRESENTATIVE ONLY AND ARE NOT A PROMISE OF RESULTS. ANY DECISION TO RELY ON DATA OR CONTENT ON THE PLATFORM IS MADE AT YOUR SOLE RISK.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PATNA, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, DATA, OR USE, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL AGGREGATE LIABILITY OF PATNA AND ITS AFFILIATES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (I) THE FEES YOU ACTUALLY PAID TO PATNA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (II) ONE HUNDRED U.S. DOLLARS (US$100). THE FOREGOING LIMITATIONS APPLY IN THE AGGREGATE AND NOT PER INCIDENT. NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

These Terms and any dispute arising out of or relating to them or the Platform are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Except for claims for injunctive or equitable relief regarding intellectual property or unauthorized access, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration will be Wilmington, Delaware. Arbitration will be conducted by a single arbitrator in the English language. Judgment on the award may be entered in any court of competent jurisdiction.

YOU AND PATNA EACH AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. YOU AND PATNA EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, OR TO A JURY TRIAL, TO THE MAXIMUM EXTENT PERMITTED BY LAW. If the class-action waiver is held unenforceable, the balance of this section will remain in effect.

You may close your account at any time from Settings. We may suspend or terminate your access, in whole or in part, immediately and without prior notice, for material breach, suspected fraud, risk to other Users, non-payment, sanctions or legal compulsion, or extended inactivity.

Upon termination, your right to use the Platform ends. Provisions that by their nature should survive termination will survive, including fees earned, indemnities, disclaimers, limitations of liability, confidentiality, intellectual-property terms, and dispute-resolution terms. Termination does not relieve you of obligations accrued before termination.

We may modify these Terms from time to time. Material changes will be notified in-app or by email at least fifteen (15) days before they take effect, or such shorter period as is reasonably necessary for legal or security reasons. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms.

Neither party will be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, epidemics or pandemics, governmental action, embargoes, sanctions, internet or telecommunications failures, denial-of-service attacks, or failures of upstream service providers.

You may not assign or transfer these Terms or your account, in whole or in part, without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets. Notices to us must be sent to legal@onpatna.com and to the address in Section 20. Notices to you may be sent in-app, by email to the address associated with your account, or by any other reasonable means.

These Terms, together with the Privacy Policy, the applicable Brand Agreement or Partner Agreement, any order form or subscription commitment, and any additional feature-specific terms, constitute the entire agreement between you and Patna regarding the subject matter and supersede all prior or contemporaneous agreements. If any provision is held unenforceable, that provision will be limited or eliminated to the minimum extent necessary and the remaining provisions will remain in full force. No waiver of any breach is a waiver of any subsequent breach.

Legal notices: legal@onpatna.com. Security reports: security@onpatna.com. Privacy inquiries: privacy@onpatna.com. Mailing address: Patna, Inc., 1209 N Orange Street, Wilmington, DE 19801, USA.