These terms and conditions (these “Terms”) apply to your access to and use of the software, APIs, mobile applications, websites, and other online services (collectively, the “Services”) provided by The Sage Project Inc. (d/b/a Pinto) (“Pinto”). By subscribing to one or more of the Services, you (“Licensee”) agree to these Terms, together with any subscription agreement, order form or service terms (the “Subscription Agreement”) and any Additional Terms (as defined below) (collectively, the “Agreement”). In addition, certain Services may be subject to additional terms and conditions (“Additional Terms”) specified by Pinto from time to time, and those Additional Terms will apply to the use of such Services. LICENSEE IS PROHIBITED FROM ACCESSING OR USING ANY OF THE SERVICES IF IT DOES NOT ACCEPT AND AGREE TO BE BOUND BY THE AGREEMENT.
SECTION 8 OF THESE TERMS CONTAINS A BINDING ARBITRATION CLAUSE, CLASS ACTION WAIVER, AND WAIVER OF JURY TRIAL. THOSE TERMS AFFECT THE RIGHTS LICENSEE HAS IN ANY DISPUTE WITH PINTO AND ITS AFFILIATES, AND HOW ANY SUCH DISPUTE MAY BE RESOLVED.
Grant of License and Restrictions on Use.
(a) Grant of License. Subject to the terms and conditions of these Terms, Pinto grants Licensee a limited, revocable, non-exclusive, non-sublicensable and nontransferable license to use (i.e., to access, download, install, stream, and display locally) the Services and Pinto Content (as defined below) solely for purposes of collecting, reviewing, inputting, and analyzing product data and content into Pinto’s systems (the “Permitted Use”). Use, reproduction, modification, distribution or storage of any Services or Pinto Content for any other purposes is expressly prohibited without prior written permission from Pinto. Licensee shall not sell, license, rent, or otherwise use or exploit any Services or Pinto Content for any non-Permitted Use or in any way that violates any third party right.
(b) Registration. Licensee may be asked, or elect, to register for certain activities in connection with the Services by creating a user profile. When Licensee registers, Licensee agrees to provide accurate, current and complete information about Licensee as requested or directed on the Services and to promptly update this information to maintain its accuracy. Pinto has the right to suspend or terminate any account or other registration and to refuse any and all current or future use of the Services in Pinto’s sole discretion, including, without limitation, if Pinto suspects that such information is inaccurate or incomplete. Licensee is responsible for maintaining the confidentiality of any password and username that Licensee is given or select in connection with the Services, and Licensee is responsible for all activities that occur under Licensee’s password or account, whether or not authorized by Licensee.
(c) Compliance with Law. The Services are provided in and from the United States and their use is governed by the laws of the United States and are solely for use in the United States. If Licensee uses or accesses the Services from locations outside of the territorial jurisdiction of the United States, Licensee does so at Licensee’s own risk, and Licensee is responsible for compliance with any and all applicable United States and foreign government laws and regulations. Licensee will not use or access the Services from jurisdictions where any content or features that are available on or through the Services are illegal. Licensee and you personally will not access or use the Services if:
(i) You are presently located in a country that is subject to U.S. Government sanctions or embargos, or that has been designated by the U.S. Government as a “terrorist supporting” country; and/or
(ii) If Licensee or a related party is or later becomes subject to any U.S. Government or foreign country’s list of prohibited, restricted, or sanctioned parties.
(d) Restrictions. Licensee shall not (and shall not permit any third party to) access or use, or attempt to access or use, the Services or Pinto Content to take any action that could harm Pinto or any third party, or interfere with the operation of the Services, nor shall Licensee use the Services in a manner that violates any applicable laws, rules or regulations. Without limiting the foregoing, Licensee agrees not to use any Service or Pinto Content:
(i) In any way that violates any applicable federal, state, local or international law or regulation; including, but not limited to, in any way that infringes any intellectual property, right of publicity or other right of any third party;
(ii) In any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by Pinto in Pinto’s sole discretion;
(iii) To submit any information or Content Licensee knows, or have reason to know, is false, misleading, untruthful or inaccurate;
(iv) To misrepresent, impersonate or attempt to impersonate Pinto, a Pinto employee, another user or any other person or entity, or the origin of any information Licensee provides (including, without limitation, by using e-mail addresses associated with any of the foregoing);
(v) To obtain or attempt to gain unauthorized access to any computer system, network, data, identification, password or other information, financial, health-related or otherwise, of Pinto’s or of any third party, nor to bypass, circumvent or attempt to bypass or circumvent any measures Pinto may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected directly or indirectly to the Services);
(vi) To engage in unauthorized spidering, scraping, crawling or harvesting of Content or information, or use any other unauthorized automated, or manual, means to compile any Content or information from the Services;
(vii) To upload or otherwise transmit any communication, software, or material that contains a virus or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of the Services or obtain unauthorized access to any system, data, password, Content or other information of Pinto’s or of any third party, or is otherwise harmful to Pinto’s or third party computers or systems;
(viii) To use any device, software, or routine imposing an unreasonable or disproportionately large load on Pinto’s network (as determined by Pinto in Pinto’s sole discretion), to interfere or attempt to interfere with the proper working of the Services or any activity conducted on the Services or attempt to probe, scan, test the vulnerability of, or breach the security of any system, network or infrastructure;
(ix) To copy, rent, lease, or distribute the Services; modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Services; nor reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Services or any part thereof; or
(x) To engage in any other conduct that restricts or inhibits any person from using or enjoying the Services, or that, in Pinto’s sole judgment, exposes Pinto or any of Pinto’s users, affiliates, or any other third party to any liability, damages, or detriment of any type.
Violations of system or network security and certain other conduct may result in civil or criminal liability. Pinto may investigate and work with law enforcement authorities to prosecute users who violate these Terms.
(e) No Ownership by Licensee; Reservation of Rights. Subject to any separate written agreement between Licensee and Pinto with respect to the Pinto Content or any elements thereof, Licensee acknowledges and agree that the Services and Pinto Content are provided under license, and not sold, to Licensee, and that as between Licensee and Pinto, Pinto and its licensors and service providers own all rights in the Services or Pinto Content. Licensee does not acquire any ownership interest in the Services or Pinto Content under these Terms, or any other rights thereto other than to use the Services or Pinto Content in accordance with the license granted, and subject to all terms, conditions and restrictions under these Terms. Pinto and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Services and Pinto Content, including all intellectual property rights therein or relating thereto. Further, the Services and Pinto Content contain intellectual property owned by third parties, and all third party product names/brand names and content are trademarks or other intellectual property rights of their respective owners.
(a) General. For purposes of these Terms, “Content” includes, without limitation, any content, information, data and databases, text, photographs, images, drawings, software, scripts, graphics, trademarks, logos, and indicia, and “Pinto Content” means any Content provided, or otherwise made accessible on or through the Services. Licensee acknowledges and agrees that Pinto may remove, modify, or disable access to any Content for any reason in Pinto’s sole discretion, including without limitation any Content that Pinto determines is or may be misleading, inaccurate, outdated, fraudulent, disparaging, discriminatory, hateful, harassing, promoting of violence or unlawful conduct, constitutes unlawful or misleading endorsements or solicitations, or otherwise inappropriate.
(b) Content License and Ownership. By submitting or transmitting, or causing to be submitted or transmitted, any Content to Pinto or to or through the Services (“Licensee Content”), subject to any separate written agreement between Licensee and Pinto with respect to the Content or specific elements thereof, Licensee grants Pinto a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub-licensable (through multiple levels) and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the Licensee Content in connection with the Services and Pinto’s and Pinto’s customers’ businesses, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and services), and including after termination of these Terms with respect to Licensee and/or termination of Licensee’s access to, or use of, the Services. Subject to the license granted above, Licensee retains ownership of the Licensee Content; provided, however, that notwithstanding the foregoing, Pinto shall have the unlimited right to use all aggregated information, data and analytics, and any algorithms or processes derived therefrom in and with respect to its products and services generally, and such aggregated information, data and analytics are not and shall not be Licensee Content, and any such algorithms and processes shall be owned exclusively by Pinto. Licensee represents and warrants that Licensee has all rights to grant such licenses to Pinto without infringing, violating or misappropriation of any third party rights, including without limitation, any intellectual property, privacy, publicity, or other proprietary rights.
(c) Product Content. Licensee represents and warrants that all Licensee Content is true, accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. If Licensee knows, or has reason to believe, that any Licensee Content is inaccurate or incomplete in any way, Licensee must promptly, (i) update and correct the Content by inputting or submitting the corrected Content via the Services, or (ii) if Licensee does not have access, inform Pinto as provided in “Contact Us” below.
(d) Availability of Content. Pinto does not guarantee that any Content will be made available on or through the Services. Pinto reserves the right, but does not have any obligation, to (i) remove, edit or modify any Content in Pinto’s sole discretion, at any time, without notice to Licensee and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Pinto is concerned that Licensee may have violated these Terms) or no reason, or (ii) remove or block any Content from the Services.
(e) Copyright Claims. If you are a copyright owner or a copyright owner's agent and you believe any Content submitted to and hosted on the Services infringes your copyright(s), then you may submit a notification by following the rules of the Digital Millennium Copyright Act (“DMCA”), which require that you notify Pinto’s designated copyright agent with the following information in writing:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that you claim is infringed;
(ii) A description of the copyrighted work that you claim has been infringed;
(iii) A description of where the material that you claim is infringing is located on the Service;
(iv) The address, telephone number, and/or electronic mail address at which the complaining party may be contacted;
(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
It is Pinto’s policy to respond to notices of alleged infringement that comply with the DMCA. Accordingly, you understand that if you fail to comply with all of the requirements of the DMCA listed above, your notice may not be valid. Pinto will promptly terminate without notice the accounts of users that are determined by Pinto to be “repeat infringers”.
Pinto’s designated copyright agent to receive notifications and counter-notifications of claimed infringement can be reached as follows: Copyright Compliance Department, The Sage Project, Inc., 335 Madison Ave, Suite 5F2, New York, NY 10017, or by electronic mail at firstname.lastname@example.org. This contact information is only for reporting alleged copyright and other intellectual property infringement claims. Contact information for other matters is provided elsewhere in these Terms.
(f) Feedback. Licensee hereby grants to Pinto a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub-licensable (through multiple levels) and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit all Licensee (i) suggestions for correction, change or modification to the Services; (ii) evaluation data; (iii) evaluations; (iv) benchmark tests; and (v) other feedback, ideas, information and reports on the performance or functionality of the Services provided to Pinto hereunder (collectively, “Feedback”).
(a) Payment. Licensee shall pay Pinto all amounts set forth in the applicable Subscription Agreement (“Fees”), if any, and Taxes (as defined below) within thirty (30) days after receipt of the applicable invoice. All Fees and Taxes are non-refundable. Late payments are subject to a late charge equal to the lesser of: (i) one and one-half percent (1½%) per month; and (ii) the highest rate permitted by applicable law. Notwithstanding anything to the contrary in the Agreement, Pinto reserves the right to suspend access to the Services in the event of any past-due Fees or Taxes.
(b) Taxes. Licensee is responsible for paying all taxes relating to this Agreement or the Services (“Taxes”), except for Pinto’s income and similar taxes. Taxes are not included in the Fees, and may be invoiced by Pinto if and as applicable; provided, however, that Licensee is ultimately responsible for all such Taxes, whether or not invoiced or paid by Pinto.
Term and Termination.
- These Terms are effective from the time Licensee first uses or accesses the Services and continues in effect until terminated by Pinto. Licensee’s rights under Section 1 of these Terms will terminate automatically, without need for notice from Pinto, if Licensee fails to comply with, or if Licensee breaches, any term(s) of these Terms.
- Licensee shall keep strictly confidential and shall not disclose, or use for any purpose other than the fulfillment of its obligations under this Agreement, any confidential information, including: the Agreement; any and all technical data and documentation; software and code; business processes; algorithms; market plans and strategies; financial information; billing rates; evaluation data, benchmark tests, and evaluations of the Services or any aspects thereof (whether by or on behalf of Pinto or Licensee); and any other proprietary or non-public Pinto information (collectively, the “Confidential Information”). The Confidential Information shall exclude information that: (a) at the time of disclosure to Licensee is in the public domain; (b) after disclosure to Licensee, becomes part of the public domain, by publication or otherwise through no fault of Licensee or its agents, subcontractors, representatives; (c) Licensee can show by written documentation was in its possession at the time of the disclosure to Licensee and had not been acquired, directly or indirectly, from Pinto or its agents; or (d) is later furnished or made known to Licensee by third parties as a matter of right and without restriction on disclosure. Licensee shall have the obligation to prove the existence of any of the foregoing exceptions. If Licensee is required by law to disclose any Confidential Information, Licensee shall provide Pinto with immediate notice of such request(s) so that Pinto may seek confidential treatment for such information. In the event that such protective order or other remedy is not obtained, or that Pinto grants a waiver hereunder, Licensee may furnish only that portion of the Confidential Information that Licensee is legally required to disclose and Licensee shall seek confidential treatment for such disclosed information. Upon and as requested by Pinto, Licensee shall promptly return or destroy all Confidential Information, and certify in writing that it has done so.
Disclaimers; Limitation of Liability; Sole Recourse.
(a) Disclaimer of Warranties. LICENSEE’S USE OF THE SERVICES AND ANY PINTO CONTENT IS AT LICENSEE’S OWN RISK. THE SERVICES AND ALL PINTO CONTENT ARE PROVIDED ON AN "AS IS", “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. PINTO MAKES NO, AND HEREBY EXPRESSLY DISCLAIM ALL, REPRESENTATIONS AND WARRANTIES ABOUT THE OPERATION OF THE SERVICES, PINTO CONTENT OR THE INFORMATION, MATERIALS, GOODS, OR SERVICES APPEARING OR OFFERED ON OR THROUGH THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PINTO DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS OR OTHER UNAUTHORIZED OR MALICIOUS CODE, AND ANY WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, OR COMPLETENESS OF ANY PINTO CONTENT. FURTHER, PINTO MAKES NO WARRANTY THAT THE SERVICES WILL MEET LICENSEE’S NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. PINTO DOES NOT WARRANT THAT THE SERVICES, PINTO CONTENT, FUNCTIONS, OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, ACCURATE, COMPLETE, UP-TO-DATE, FREE OF VIRUSES, MALICIOUS CODE OR ERRORS, OR UNINTERRUPTED.
(b) Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PINTO NOR ITS AFFILIATES, NOR ANY OF ITS OR THEIR THIRD-PARTY PROVIDERS OR LICENSORS, BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, LOST PROFITS, OR OTHER DAMAGES OR LOSSES WHATSOEVER ARISING OUT OF LICENSEE’S ACCESS, USE, MISUSE, RELIANCE ON OR INABILITY TO USE THE SERVICES, PINTO CONTENT, OR ANY SITES LINKED, FROM OR ACCESSED THROUGH THE SERVICES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PINTO, ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, OR IN CONNECTION WITH, ANY INTERRUPTION IN AVAILABILITY OF THE SERVICES OR PINTO CONTENT, FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, LOSS OF DATA, DELETION OF FILES, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE, WHETHER OR NOT CAUSED BY EVENTS BEYOND THEIR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO PINTO’S RECORDS, MATERIALS, OR SERVICES.
(c) Sole Remedy. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR DAMAGES, WARRANTIES AND LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND TO THE EXTENT MONETARY DAMAGES CANNOT BE EXCLUDED, PINTO’S AGGREGATE LIABILITY IS LIMITED TO THE AMOUNTS PAID BY LICENSEE TO PINTO IN THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH THE FIRST LIABILITY ARISES. IF LICENSEE IS DISSATISFIED WITH THE SERVICES OR PINTO CONTENT, LICENSEE’S SOLE REMEDY IS TO STOP USING THE SERVICES.
- Licensee agrees to defend, indemnify, defend and hold harmless Pinto, its affiliates, licensors, and its and their respective officers, directors, employees, representatives, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees and expenses (including any incurred in enforcement of this provision), arising from or relating to: (i) Licensee’s (or any third party using Licensee’s identity or account on the Services) use or misuse of, or access to, the Services or Pinto Content; (ii) Content provided by Licensee (or any third party using Licensee’s identity or account on the Services); (iii) or Licensee’s (or any third party using Licensee’s identity or account on the Services) breach of these Terms. Pinto reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Licensee, in which event Licensee will assist and cooperate with Pinto in asserting any available defenses and providing any and all necessary or reasonable information and access (including to individuals).
Governing Law; Dispute Resolution.
(a) Governing Law. The laws in effect in the State of New York shall govern these Terms, without giving effect to its conflicts of law principles.
(b) Dispute Resolution. With respect to any and all disputes arising out of or in connection with the Services, these Terms, or the Privacy Notice, Licensee and Pinto agree to negotiate in good faith and undertake reasonable efforts to cooperate with one another in order to achieve a mutually satisfactory resolution. If Licensee and Pinto do not resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by confidential binding arbitration in accordance with the commercial rules of arbitration of the American Arbitration Association (“AAA”) in New York City, New York. Licensee and Pinto explicitly disclaim any applicability of the U.N. Convention on Contracts for the International Sale of Goods to this Agreement. All arbitration proceedings will be conducted in English. Such arbitration will have one (1) neutral arbitrator if the amount in controversy is less than one million dollars ($1,000,000) or otherwise before a panel of three (3) neutral arbitrators. Each of the arbitrators must be (i) a lawyer licensed to practice law in the United States with a minimum of fifteen (15) years of legal practice or senior level business experience or a retired judge with a minimum of five (5) years of service on the bench, (ii) an individual with at least five (5) years of experience as an arbitrator, and (iii) on the roster of neutrals of the AAA or similar nationally recognized ADR organization. If the arbitration proceedings shall be conducted before a panel of three neutral arbitrators, the panel shall be selected using the following process: Within fifteen (15) days after the commencement of arbitration, Licensee and Pinto shall each select one person meeting the specified qualifications to act as neutral arbitrator, and the two thus selected shall select a third neutral arbitrator meeting the specified qualifications within fifteen (15) days of their appointment. The third neutral arbitrator shall act as the chair of the arbitration panel. If the arbitrators selected by Licensee and Pinto are unable to or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the AAA. Notwithstanding this arbitration provision, Pinto may seek emergency, temporary, or preliminary injunctive relief from a competent court of law or equity pending the final ruling of the arbitrator(s), without any requirement to post bond, to prevent irreparable harm arising from any unlawful acts by Licensee.
THE ARBITRATION OF DISPUTES PURSUANT TO THESE TERMS SHALL BE IN LICENSEE’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. LICENSEE AGREES THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE SERVICES AND/OR THESE TERMS, WILL BE RESOLVED INDIVIDUALLY THROUGH BINDING ARBITRATION AS SET FORTH ABOVE, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; (2) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD PARTY, OUT-OF-POCKET COSTS INCURRED (IF ANY), BUT IN NO EVENT WILL ATTORNEYS' FEES BE AWARDED OR RECOVERABLE; (3) UNDER NO CIRCUMSTANCES WILL LICENSEE BE PERMITTED TO OBTAIN ANY AWARD FOR, AND LICENSEE HEREBY KNOWINGLY AND EXPRESSLY WAIVES ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT OF POCKET EXPENSES, AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (4) LICENSEE’S REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND LICENSEE IRREVOCABLY WAIVES ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO LICENSEE.
THE ARBITRATOR'S AWARD SHALL BE BINDING AND MAY BE ENTERED AS A JUDGMENT IN A COURT OF COMPETENT JURISDICTION. LICENSEE AGREES THAT PINTO MAY SEEK ANY INTERIM OR PRELIMINARY RELIEF FROM A COURT OF COMPETENT JURISDICTION IN NEW YORK COUNTY, NEW YORK, RESONABLE OR NECESSARY TO PROTECT ITS RIGHTS OR PROPERTY PENDING THE COMPLETION OF ARBITRATION.
IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN AN ARBITRATION, LICENSEE WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, CLAIM OR PROCEEDING BROUGHT TO ENFORCE, DEFEND OR INTERPRET ANY RIGHTS OR REMEDIES ARISING HEREUNDER, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT.
EXCEPT TO THE EXTENT SUCH TIME LIMITATION IS PROHIBITED BY LAW, ANY CLAIM OR DISPUTE ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, THESE TERMS, OR THE PRIVACY NOTICE, BY LICENSEE MUST BE FILED WITHIN ONE YEAR IN AN ARBITRATION PROCEEDING. THE ONE-YEAR PERIOD BEGINS WHEN THE CLAIM OR NOTICE OF DISPUTE FIRST COULD BE FILED. IF A CLAIM OR DISPUTE ISN'T FILED WITHIN ONE YEAR, IT'S PERMANENTLY BARRED.
- Pinto expressly reserves the right to monitor any and all use of the Services and Pinto Content, but have absolutely no obligation to do so, nor to continue to do so at any point. Pinto also reserves the right to investigate and take legal action against any against any illegal and/or unauthorized use of the Services and/or Pinto Content.
(a) Amendment of These Terms. Pinto reserves the right to change or modify these Terms at any time in Pinto’s sole discretion without further notice. Such changes, revisions, or modifications shall be effective immediately upon being posted in relation to the Services. Continuing to use the Services after Pinto posts changes to these Terms constitutes Licensee’s acceptance of those changes. Licensee is expected to check this page so Licensee is aware of any changes, as they are binding on Licensee.
(b) Suspension or Discontinuation of Services. Notwithstanding anything to the contrary herein, Pinto reserves the right (i) to suspend any or all of the Services in the event of any violation of this Agreement or any acts of Licensee that Pinto reasonably determines pose a risk to Pinto, other licensees, or the Services, or (ii) to discontinue any or all of the Services.
(c) Severability. If any provision of these Terms is held to be void, illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect.
(d) Headings for Convenience Only. Headings are provided for convenience only, and no interpretation or construction of these Terms shall be derived from or based on headings.
(e) No Waiver. No waiver of by Pinto of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Pinto to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
(f) Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.
(g) Assignability. These Terms are personal to Licensee, and are not assignable, transferable or sublicensable by Licensee except with Pinto’s prior written consent. Any assignment in violation of the foregoing shall be null and void. Pinto may assign, transfer or delegate any of Pinto’s rights and obligations hereunder without consent.
(h) Notices. Unless otherwise specified in these Terms, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e- mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to email@example.com.
(i) Entire Agreement. The Agreement constitutes the entire agreement between Licensee and Pinto with respect to the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services. In the event there is a conflict or inconsistency between these Terms, any Additional Terms, and the Subscription Agreement, the following precedence shall govern to the extent of such conflict or inconsistency: the Subscription Agreement, the Additional Terms, then these Terms.
(j) Survival. Any provisions of these Terms which, by their nature, are intended to survive, shall survive the termination of these Terms regardless of the reason or reasons therefore.
- If you have any questions about these Terms or the Services, please contact Pinto at 335 Madison Avenue, Suite 5F2, NY, NY, 10017, or via e-mail at firstname.lastname@example.org.
Last Updated: January 2021