Effective Date: August 1, 2017
Last Updated Date: March 30, 2018
1. Use of the Services and PIVOT EXIT Properties. The Application, the Software, the Website, the Services, and the information and content available on the Website and in the Application and the Services (as these terms are defined herein) (collectively, the “PIVOT EXIT Properties”) are protected by copyright laws throughout the world. Subject to the Agreement, PIVOT EXIT grants you a limited license to reproduce portions of PIVOT EXIT Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by PIVOT EXIT in a separate license, your right to use any PIVOT EXIT Properties is subject to the Agreement.
1. Application License. Subject to your compliance with the Agreement, PIVOT EXIT grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple/Google App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple/Google-branded product that runs the iOS/Android (Apple/Google’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple/Google App Store Agreement of Service.
2. PIVOT EXIT Software. PIVOT EXIT has developed a human resource technology that allows its enterprise customers and their authorized employees to: (i) participate in human resource surveys (“Surveys”) and (ii) use PIVOT EXIT’s software platform via this Website (“PIVOT EXIT Platform”). Use of the PIVOT EXIT Platform, Surveys and any other software and associated documentation, other than the Application, that is made available via the Website or the Services (“Software”) is governed by the license agreement expressly stated on the Website page(s) accompanying the Software. These license terms may be posted with the Software downloads or at the Website page where the Software can be accessed. You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. At no time will Company provide you with any tangible copy of our Software. Company shall deliver access to the Software via electronic transfer or download and shall not use or deliver any tangible media in connection with the (a) delivery, installation, updating or problem resolution of any Software (including any new releases); or (b) delivery, correction or updating of documentation. For the purposes of this section tangible media shall include, but not be limited to, any tape disk, compact disk, card, flash drive, or any other comparable physical medium. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis. If there is any conflict between the Agreement and the license agreement, the license agreement shall take precedence in relation to that Software (except as provided in the following sentence). If the Software is a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Software for any commercial or production purposes. If no license agreement accompanies use of the Software, use of the Software will be governed by the Agreement. At no time will PIVOT EXIT provide you with any tangible copy of our Software. Subject to your compliance with the Agreement, PIVOT EXIT grants you a non-assignable, non-transferable, non-sublicensable, revocable non-exclusive license to use the Software for the sole purpose of enabling you to use the Services in the manner permitted by the Agreement.
3. Updates. You understand that PIVOT EXIT Properties are evolving. As a result, PIVOT EXIT may require you to accept updates to PIVOT EXIT Properties that you have installed on your computer or mobile device. You acknowledge and agree that PIVOT EXIT may update PIVOT EXIT Properties with or without notifying you. You may need to update third-party software from time to time in order to use PIVOT EXIT Properties.
4. Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit PIVOT EXIT Properties or any portion of PIVOT EXIT Properties, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other PIVOT EXIT Properties (including images, text, page layout or form) of PIVOT EXIT; (c) you shall not use any metatags or other “hidden text” using PIVOT EXIT’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of PIVOT EXIT Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access PIVOT EXIT Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of PIVOT EXIT Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in PIVOT EXIT Properties. Any future release, update or other addition to PIVOT EXIT Properties shall be subject to the Agreement. PIVOT EXIT, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of PIVOT EXIT Properties terminates the licenses granted by PIVOT EXIT pursuant to the Agreement.
5. Third-Party Materials. As a part of PIVOT EXIT Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for PIVOT EXIT to monitor such materials and that you access these materials at your own risk.
1. Registering Your Account. In order to access certain features of PIVOT EXIT Properties you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a User who has registered an account on the Website (“Account”) by using the access credentials provided to such User by such User’s employer.
2. Registration Data. In registering an account on the Website, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least thirteen (18) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using PIVOT EXIT Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of PIVOT EXIT Properties by minors. You may not share your Account or password with anyone, and you agree to (1) notify PIVOT EXIT immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or PIVOT EXIT has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, PIVOT EXIT has the right to suspend or terminate your Account and refuse any and all current or future use of PIVOT EXIT Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. PIVOT EXIT reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use PIVOT EXIT Properties if you have been previously removed by PIVOT EXIT, or if you have been previously banned from any of PIVOT EXIT Properties.
3. Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of PIVOT EXIT.
4. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to PIVOT EXIT Properties, including but not limited to, a mobile device that is suitable to connect with and use PIVOT EXIT Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing PIVOT EXIT Properties. By providing your cellphone number and using the Services, you hereby affirmatively consent to our use of your cellphone number for calls and texts in order to perform and improve upon the Services. PIVOT EXIT will not assess and charge for any calls or texts, but standard message charges or other charged from your wireless carrier may apply. You may opt out of receiving text messages from us by adjusting your user preferences in your Account Profile or by emailing firstname.lastname@example.org.
3. Responsibility for Content.
1. Types of Content. You acknowledge that all files, materials, data, text, audio, video, images or other content, including PIVOT EXIT Properties (“Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not PIVOT EXIT, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) on public forums and public areas of PIVOT EXIT Properties (“Your Public Content”), and through Surveys provided by PIVOT EXIT (“Survey Content”) and that you and other Users of PIVOT EXIT Properties, and not PIVOT EXIT, are similarly responsible for all Content they Make Available through PIVOT EXIT Properties (“User Content”).
2. No Obligation to Pre-Screen Content. You acknowledge that PIVOT EXIT has no obligation to pre-screen Your Public Content although PIVOT EXIT reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Public Content, including without limitation chat, text, or voice communications. In the event that PIVOT EXIT pre-screens, refuses or removes any Content, you acknowledge that PIVOT EXIT will do so for PIVOT EXIT’s benefit, not yours. Without limiting the foregoing, PIVOT EXIT shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.
1. PIVOT EXIT Properties. Except with respect to Your Public Content, Survey Content and User Content, you agree that PIVOT EXIT and its suppliers own all rights, title and interest in PIVOT EXIT Properties (including but not limited to, any computer code) and Surveys. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, Application or PIVOT EXIT Properties.
2. Trademarks. PIVOT EXIT, Inc. and other related graphics, logos, service marks and trade names used on or in connection with PIVOT EXIT Properties or in connection with the Services are the trademarks of PIVOT EXIT and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in PIVOT EXIT Properties are the property of their respective owners.
3. Other Content. Except with respect to Your Public Content and Survey Content, you agree that you have no right or title in or to any Content that appears on or in PIVOT EXIT Properties.
4. Your Public Content. PIVOT EXIT does not claim ownership of Your Public Content. However, when you as a User post or publish Your Public Content on or in PIVOT EXIT Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Public Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Public Content.
6. License to Your Public Content. Subject to any applicable account settings that you select, you grant PIVOT EXIT a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Public Content (in whole or in part) for the purposes of operating and providing PIVOT EXIT Properties to you and to our other Users. Please remember that other Users may search for, see, use, modify and reproduce any of Your Public Content that you submit to any “public” area of PIVOT EXIT Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Public Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not PIVOT EXIT, are responsible for all of Your Public Content that you Make Available on or in PIVOT EXIT Properties.
7. Username. Notwithstanding anything contained herein to the contrary, by submitting Your Public Content to any forums, comments or any other public area on PIVOT EXIT Properties, you hereby expressly permit PIVOT EXIT to identify you by your username (which may be a pseudonym) as the contributor of Your Public Content in any publication in any form, media or technology now known or later developed in connection with Your Public Content.
8. Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post or submit for print services a photograph of another person without that person’s permission.
9. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to PIVOT EXIT through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that PIVOT EXIT has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to PIVOT EXIT a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of PIVOT EXIT Properties.
5. User Conduct. As a condition of your use of the PIVOT EXIT Properties, you agree not to use PIVOT EXIT Properties for any purpose that is prohibited by the Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) Make Available any Content on or through PIVOT EXIT Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without PIVOT EXIT’s prior written consent; (v) impersonates any person or entity, including any employee or representative of PIVOT EXIT or PIVOT EXIT’s customers; (vi) interferes with or attempt to interfere with the proper functioning of PIVOT EXIT Properties or uses PIVOT EXIT Properties in any way not expressly permitted by the Agreement; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against PIVOT EXIT Properties, including but not limited to violating or attempting to violate any security features of PIVOT EXIT Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in PIVOT EXIT Properties, introducing viruses, worms, or similar harmful code into PIVOT EXIT Properties, or interfering or attempting to interfere with use of PIVOT EXIT Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” PIVOT EXIT Properties.
6. Investigations. PIVOT EXIT may, but is not obligated to, monitor or review PIVOT EXIT Properties and Content at any time. Without limiting the foregoing, PIVOT EXIT shall have the right, in its sole discretion, to remove any of Your Public Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although PIVOT EXIT does not generally monitor user activity occurring in connection with PIVOT EXIT Properties or Content, if PIVOT EXIT becomes aware of any possible violations by you of any provision of the Agreement, PIVOT EXIT reserves the right to investigate such violations, and PIVOT EXIT may, at its sole discretion, immediately terminate your license to use PIVOT EXIT Properties, or change, alter or remove Your Public Content, in whole or in part, without prior notice to you.
7. Interactions with Other Users.
1. User Responsibility. You are solely responsible for your interactions with other Users and any other parties with whom you interact; provided, however, that PIVOT EXIT reserves the right, but has no obligation, to intercede in such disputes. You agree that PIVOT EXIT will not be responsible for any liability incurred as the result of such interactions.
2. Content Provided by Other Users. PIVOT EXIT Properties may contain User Content provided by other Users. PIVOT EXIT is not responsible for and does not control User Content. PIVOT EXIT has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
8. Third-Party Services.
1. Third-Party Websites, Applications. PIVOT EXIT Properties may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left PIVOT EXIT Properties and are subject to the Agreement and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Applications are not under the control of PIVOT EXIT. PIVOT EXIT is not responsible for any Third-Party Websites or Third-Party Applications. PIVOT EXIT provides these Third-Party Websites or Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services. You use all links in Third-Party Websites or Third-Party Applications at your own risk. When you leave our Website, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
2. App Stores. You acknowledge and agree that the availability of the Application is dependent on the third party from whom you received the Application license, e.g., the Apple/Google App Store or Google Play (“App Store”). You acknowledge that the Agreement is between you and PIVOT EXIT and not with the App Store. PIVOT EXIT, not the App Store, is solely responsible for PIVOT EXIT Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with PIVOT EXIT Properties, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using PIVOT EXIT Properties, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce them.
9. Disclaimer of Warranties and Conditions.
1. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF PIVOT EXIT PROPERTIES IS AT YOUR SOLE RISK, AND PIVOT EXIT PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. PIVOT EXIT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.
1. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PIVOT EXIT OR THROUGH PIVOT EXIT PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
2. FROM TIME TO TIME, PIVOT EXIT MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT PIVOT EXIT’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
2. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT PIVOT EXIT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD PIVOT EXIT PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES ON THE WEBSITE, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
10. No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF PIVOT EXIT PROPERTIES. YOU UNDERSTAND THAT PIVOT EXIT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF PIVOT EXIT PROPERTIES.
11. Limitation of Liability.
1. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL PIVOT EXIT PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH PIVOT EXIT PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, WHETHER OR NOT PIVOT EXIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF PIVOT EXIT PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A PIVOT EXIT PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A PIVOT EXIT PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A PIVOT EXIT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
2. No Liability. UNDER NO CIRCUMSTANCES WILL PIVOT EXIT PARTIES BE LIABLE TO YOU AS A RESULT OF YOUR USE OF PIVOT EXIT PROPERTIES, INCLUDING BUT NOT LIMITED TO YOUR PARTICIPATION IN ANY SURVEYS.
4. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PIVOT EXIT AND YOU.
12. Procedure for Making Claims of Copyright Infringement. It is PIVOT EXIT’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to PIVOT EXIT by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on PIVOT EXIT Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on PIVOT EXIT Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for PIVOT EXIT’s Copyright Agent for notice of claims of copyright infringement is as follows: Copyright Agent, PIVOT EXIT, Inc., 225 Crossroads Boulevard, Suite #548, Carmel, CA 93923.
1. Breach. In the event that PIVOT EXIT determines, in its sole discretion, that you have breached any portion of the Agreement, or have otherwise demonstrated conduct inappropriate for PIVOT EXIT Properties, PIVOT EXIT reserves the right to delete any of Your Public Content provided by you or your agent(s) to PIVOT EXIT Properties and/or discontinue your registration(s) with the any of PIVOT EXIT Properties, including any Services or any PIVOT EXIT community.
14. Term and Termination.
1. Term. The Agreement commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use PIVOT EXIT Properties, unless terminated earlier in accordance with the Agreement.
2. Prior Use. Notwithstanding the foregoing, if you used PIVOT EXIT Properties prior to the date you accepted the Agreement, you hereby acknowledge and agree that the Agreement commenced on the date you first used PIVOT EXIT Properties (whichever is earlier) and will remain in full force and effect while you use PIVOT EXIT Properties, unless earlier terminated in accordance with the Agreement.
3. Termination of Services by PIVOT EXIT. PIVOT EXIT has the right to, immediately and without notice, suspend or terminate your access to the PIVOT EXIT Properties. Further, if you have materially breached any provision of the Agreement, or if PIVOT EXIT is required to do so by law (e.g., where the provision of the Website, the Software, the Application or the Services is, or becomes unlawful), PIVOT EXIT has the right to, immediately and without notice, suspend or terminate your access to any or all of the PIVOT EXIT Properties. You agree that all terminations for cause shall be made in PIVOT EXIT’s sole discretion and that PIVOT EXIT shall not be liable to you or any third-party for any termination of your Account.
4. Termination of Services by You. If you want to terminate the Services provided by PIVOT EXIT, you may do so by notifying PIVOT EXIT at any time that you want to close your Account. Your notice should be sent, in writing, to PIVOT EXIT's address set forth below.
5. Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and Your Public Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Public Content associated therewith from our live databases. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
15. International Users. PIVOT EXIT Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that PIVOT EXIT intends to announce such Services or Content in your country. PIVOT EXIT Properties are controlled and offered by PIVOT EXIT from its facilities in the United States of America. PIVOT EXIT makes no representations that PIVOT EXIT Properties are appropriate or available for use in other locations. Those who access or use PIVOT EXIT Properties from other countries do so at their own volition and are responsible for compliance with local law.
16. General Provisions.
1. Electronic Communications. The communications between you and PIVOT EXIT use electronic means, whether you visit PIVOT EXIT Properties or send PIVOT EXIT e-mails, or whether PIVOT EXIT posts notices on PIVOT EXIT Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from PIVOT EXIT in an electronic form; and (2) agree that all Agreement and conditions, agreements, notices, disclosures, and other communications that PIVOT EXIT provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
2. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without PIVOT EXIT’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
3. Force Majeure. PIVOT EXIT shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
4. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to PIVOT EXIT Properties, please contact us at: PIVOT EXIT, Inc., Attn: Questions, Complaints & Claims, 225 Crossroads Boulevard, Suite #548, Carmel, CA 93923. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
5. Exclusive Venue. Both you and PIVOT EXIT agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in the State of Delaware.
6. Governing Law THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE AGREEMENT.
7. Notice. Where PIVOT EXIT requires that you provide an e-mail address, you are responsible for providing PIVOT EXIT with your most current e-mail address. In the event that the last e-mail address you provided to PIVOT EXIT is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, PIVOT EXIT’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to PIVOT EXIT at the following address: PIVOT EXIT, Inc., Attn: E-mail Adresses, 225 Crossroads Boulevard, Suite #548, Carmel, CA 93923. Such notice shall be deemed given when received by PIVOT EXIT by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
8. Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
9. Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
10. Export Control. You may not use, export, import, or transfer PIVOT EXIT Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained PIVOT EXIT Properties, and any other applicable laws. In particular, but without limitation, PIVOT EXIT Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using PIVOT EXIT Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use PIVOT EXIT Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by PIVOT EXIT are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer PIVOT EXIT products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
11. Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
End of Agreement