Agreement between You and PinPoint Workforce, Inc.
Last Updated Date: September 2019
The Services include, but are not limited to, a learning platform and applications that entities (“ENTITIES”) may subscribe to and provide to their administrators and users (“ADMINISTRATORS” and “USERS”). PinPoint provides an account that enables a designated User to manage the Services, manage User and Administrator access to the Services, and provide general support on behalf of an Entity. “USER” means any user of the Services, including Users, and Administrators.
PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY PINPOINT IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, PinPoint will make a new copy of the Terms available at the Website. We will also update the “Last Updated” date at the top of the Terms. If we make any material changes, and you have registered to use the Services, we will also send an e-mail to you at the last e-mail address you provided to us. Any changes to the Terms will be effective immediately for new Users of the Website or Services and will be effective thirty (30) days after posting of notice of such changes on the Website for existing User. PinPoint may require you to provide consent to the updated Terms in a specified manner before further use of the Website or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services. Otherwise, your continued use of the Website and/or the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
1. USE OF THE SERVICES AND PINPOINT PROPERTIES. The Website, the Services, and the information and content made available (“CONTENT”) by PinPoint on the Website and in the Services (collectively, the “PINPOINT PROPERTIES”) are protected by copyright laws throughout the world. Subject to the Terms, PinPoint grants you a limited license to reproduce portions of the PinPoint Properties for the sole purpose of using the Services for your personal purposes or, in the event you are an administrator, your entity purposes.
1.2 CERTAIN RESTRICTIONS. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the PinPoint Properties, (b) you shall not use framing techniques to enclose any trademark, logo, or other PinPoint Properties; (c) you shall not use any metatags or other “hidden text” using PinPoint’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 the PinPoint 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; (f) except as expressly stated herein, no part of the PinPoint Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the PinPoint Properties. Any future release, update or other addition to the PinPoint Properties shall be subject to the Terms. PinPoint, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the PinPoint Properties terminates the licenses granted by PinPoint pursuant to the Terms.
2. REGISTRATION. In order to access certain features of the PinPoint Properties you must create an account (“ACCOUNT”) by providing necessary information when registering (“REGISTRATION DATA”) and accept the Terms.
2.1 REGISTRATION DATA. In registering for the Services, you agree to (1) provide true, current, and complete Registration Data; and (2) maintain and promptly update the Registration Data to keep it true, current, and complete. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify PinPoint immediately of any unauthorized use of your password or any other breach of security. You agree not to create or access 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. You agree not to create an Account or use the PinPoint Properties if you have been previously removed by PinPoint, or if you have been previously banned from any of the PinPoint Properties.
2.2 NECESSARY EQUIPMENT AND SOFTWARE. You must provide all equipment and software necessary to connect to the PinPoint Properties, including but not limited to, a mobile device that is suitable to connect with and use the Application. You are solely responsible for any fees, including Internet connection or mobile fees that you incur when accessing the PinPoint Properties.
2.3 NO CHARGE SERVICES. We may offer certain Services to you at no charge, including free accounts, trial use, and access to pre-release and beta products (No-Charge Services). Your use of No-Charge Services is subject to any additional terms that we specify and is only permitted for the period or number of users designated by us. We may terminate your right to use No-Charge Services at any time and for any reason in our sole discretion, without liability to you. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Services, including any support and maintenance, warranty, and indemnity obligations.
2.4 SUBSCRIPTION SERVICE. To active the service you must either:
a) complete the online order page (Online Order) located on the Site which contains details of: (i) the Services being ordered; (ii) the applicable fees (Fees); (iii) number of paid End User Accounts that will form part of your organisation (Seats); (iv) the term of the Agreement (Term); (v) the applicable form of payment; and (v) your domain names; or
b) execute a quote or order form (Quote/Order Form) provided by PinPoint which specifies: the Services; the Seats; the Term; and the Fees all of which are subject to this Agreement. Unless the parties agree otherwise in writing, any new Seats purchased during any Term will have a prorated term ending on the last day of that Term.
Services are provided on a subscription basis for a set Term as specified in your Order. Except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Term (and you will be charged at the then-current rates) unless you cancel your subscription in writing or through your account at the Site. If you cancel, your subscription will terminate at the end of then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.
If PinPoint does not want the Services to renew, then it will provide you written notice to this effect. This notice of non renewal will be effective upon the conclusion of the then current Term.
2.5 BILLING AND PAYMENT. You agree to pay all Fees in accordance with your Online Order or Quote/Order Form. Unless otherwise specified in your Online Order or Quote/Order Form, you will pay all amounts in the offered currency (as updated from time to time) at the time you place your Online Order or Quote/Order Form. All amounts are non-refundable, non-cancellable and non-creditable.
In making payments, you acknowledge that you are not relying on future availability of the Service beyond the current agreed Term or any Service upgrades or feature enhancements. If you add End Users during your Term, we will charge you for the increased number of End Users pursuant to the then-currently applicable rates in your next billing cycle. You agree that we may bill your credit card for renewals, additional End Users, and unpaid fees, as applicable.
You must select one of the following billing options when registering and placing an order for the Service:
Monthly Plan. If you select this option, you will pay for the Services on a monthly basis. We will bill you: (i) Fees based upon the number of End User Accounts you are using. We will provide you with the monthly rate for the Services when you order the Service, and will use this rate to calculate the Fees, for your monthly charges.
Annual Plan. If you select this option, you will pay for the Services on an annual basis. We will bill you: (i) Fees based upon the number of End User Accounts you are using. We will provide you with the annual rate for the Services when you order the Service, and will use this rate to calculate the Fees, for your annual charges. Fees for Orders where you are paying with a credit card, debit card or other non-invoice form of payment are due the month prior to which you received the Services. For credit cards, or debit cards, as applicable: (i) we will charge you for all applicable Fees when due and (ii) these Fees are considered overdue after the end of the month during which you received the Services.
Where we issue an invoice for payment rather than direct debit, payment shall be due thirty days after the invoice data, and shall be considered overdue after such date. We may enable other forms of payment by making them available on the Site. These other forms of payment may be subject to additional terms which you may have to accept prior using the additional forms of payment. Overdue payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including legal or collection fees) incurred by us in collecting such delinquent amounts, except where such overdue amounts are due to our billing inaccuracies. You will have thirty days to pay overdue Fees. If you do not pay overdue Fees within thirty days, we will automatically suspend your use of the Service. The duration of this suspension will be until you pay all outstanding Fees. If you have a monthly billing plan or an annual billing plan commitment, we will continue to charge you Fees during suspension for non-payment and you must pay all outstanding Fees in order to resume use of the Services.
If you remain suspended for non-payment for more than sixty days, we may terminate this Agreement. You are responsible for any taxes associated with the sale of the Services, including any related penalties or interest (Taxes), and you will pay us for the Services without any reduction for Taxes. If we are obligated to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. If you are required by law to withhold any Taxes from payments to us, you must provide us with an official tax receipt or other appropriate documentation to support such payments.
2.6 YOUR OBLIGATIONS. You may specify one or more administrators who will have password protected rights to access administrative account(s) for the purposes of administering the Services (Admin Account(s)) and to administer all End Users permitted to use the Service and who have established an End User Account. You are responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorized to access the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with these Terms. You agree that our responsibilities do not extend to the internal management or administration of the Services for you and that we are merely a software provider.
Your administrators may have the ability to access, monitor, use, or disclose data available to End Users within the End User Accounts. You will obtain and maintain all required consents from End Users to allow: (i) your access, monitoring, use and disclosure of this data and PinPoint providing you with the ability to do so and (ii) PinPoint to provide the Services.
You are responsible for responding to a request from a third party for records relating to an End User's use of the Services (Third Party Requests). Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure. We will, to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify you of the receipt of a Third Party Request; (b) comply with your reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide you with the information or tools required for you to respond to the Third Party Request. You will first seek to obtain the information required to respond to the Third Party Request on its own, and will contact us only if you cannot reasonably obtain such information.
2.7 SERVICE LEVEL AGREEMENT (SLA). If you are registered on a monthly billing plan or an annual billing plan and/or are paying Fees for the Service, the Service will be operational and available to you at least 99% of the time in any calendar month . If we do not meet the SLA, and if you meet your obligations under this SLA, you will be eligible to receive the service credits described below. SLA states your sole and exclusive remedy for any failure by us to meet the SLA.
Monthly Uptime Percentage
Days of Service added to the end of the Service Term (or monetary credit equal to the value of days of service), at no charge to you (Service Credits)
< 99.0% - >= 95.0% = 3
< 95.0% - >= 90.0% = 7
< 90.0% = 15
In order to receive any of the Service Credits described above, you must notify us within thirty days from the time you become eligible to receive a Service Credit. Failure to comply with this requirement will forfeit your right to receive a Service Credit.
The aggregate maximum number of Service Credits to be issued by us to you for all downtime that occurs in a single calendar month shall not exceed fifteen days of Service added to the end of your Term for the Service (or the value of fifteen days of Service in the form of a monetary credit to a monthly-billing account). Service Credits may not be exchanged for, or converted to, monetary amounts, except for customers who are on a monthly or annual billing plan.
The PinPoint SLA does not apply to any Services that expressly exclude this PinPoint SLA (as stated in the documentation for such Services) or any performance issues: (i) caused by “force majeure” factors described in the "General" section of these Terms; or (ii) that resulted from your equipment or third party equipment, or both (not within the primary control of PinPoint); or (iii) caused by network connections; or (iv) caused by factors outside our reasonable control.
2.8 SECURITY. By using the Service, you acknowledge that it is your sole responsibility to ensure the confidentiality and security of any information transmitted from or stored on a device for the purposes of the Service, for all transactions and other activities in the End User’s name, whether authorized or unauthorized. You understand that use of the Service involves transmission of your data over networks that are not owned, operated or controlled by us, and we are not responsible for any of your data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of your data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.
3. RESPONSIBILITY FOR CONTENT.
3.1 TYPES OF CONTENT. You acknowledge that all Content, including the PinPoint Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not PinPoint, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“MAKE AVAILABLE”) through the PinPoint Properties (“YOUR CONTENT”). Other Users of the PinPoint Properties, and not PinPoint, are similarly responsible for all Content such other Users Make Available through the PinPoint Properties (“USER CONTENT”).
3.2 NO OBLIGATION TO PRE-SCREEN CONTENT. You acknowledge that PinPoint has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although PinPoint reserves the right in its sole discretion to pre-screen, refuse, or remove any Content that (1) violates any law or regulation, (2) violates these Terms, including the User Code of Conduct set forth in Section 5.4 hereof, and/or (3) otherwise creates liability for PinPoint.
4.1 PINPOINT PROPERTIES. Except with respect to Your Content and User Content, you agree that PinPoint and its suppliers own all rights, title and interest in the PinPoint Properties. PinPoint’s name and other related graphics, logos, service marks and trade names used on or in connection with the PinPoint Properties are the trademarks of PinPoint 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 the PinPoint Properties are the property of their respective owners.
4.2 YOUR CONTENT. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the PinPoint Properties. PinPoint does not claim ownership of Your Content. However, you grant PinPoint 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 Content (in whole or in part) for the purposes of operating and providing the PinPoint Properties. When you as a User post or publish Your Content on or in the PinPoint Properties, you represent that you have the authority to grant the aforementioned license to PinPoint. Please remember that other Users may search for, see, use, modify, and reproduce any of Your Content that you submit to any area of the PinPoint Properties that is generally available to all Users. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.
4.3 YOUR ACCOUNT. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on or in the PinPoint Properties, you hereby expressly permit PinPoint to identify you by your username as the contributor of Your Content in any publication in any form, media, or technology now known or later developed in connection with Your Content.
4.4 USER CODE OF CONDUCT. As a condition of use, you agree not to use the PinPoint Properties for any purpose that is prohibited by the Terms or by applicable law. Do not post, or permit others to post, content on the PinPoint Properties or on your profile that (i) encourages illegal activities, is fraudulent, or is unlawful; (ii) insults, defames, harasses, or threatens others; (iii) violates the copyright or intellectual property or privacy rights of others; (iv) contains obscene, vulgar, pornographic, or libelous material; (v) harms or impersonates others, including other Users; or (vi) advertises or sells a product or service. Do not reproduce content from your Course or other Users unless allowed by the express copyright terms laid out by the Administrator (e.g. Creative Commons). Do not share the solutions to assignments with others unless this is expressly authorized by the Administrator. Do not submit the work of others as your own work. Respect the privacy of other Users. Respect the diversity of opinions and cultures that will be presented by other Users. Do not attempt or engage in, any potentially harmful acts that are directed against the PinPoint Properties, including but not limited to violating or attempting to violate any security features of the PinPoint Properties, introducing viruses, worms, or similar harmful code into the PinPoint Properties, or interfering or attempting to interfere with use of the PinPoint Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the PinPoint Properties. If you believe that someone has violated this code of conduct, begin by notifying the Administrator of the Course. If the issue is not addressed by the Administrator to your satisfaction, contact https://www.pinpointworkforce.com/contact with your concerns.
4.5 FEEDBACK. You agree that submission of any ideas, suggestions, documents, and/or proposals to PinPoint through its suggestion, feedback, wiki, forum or similar pages (“FEEDBACK”) is at your own risk and that PinPoint 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 PinPoint 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 the PinPoint Properties.
5. INVESTIGATIONS. PinPoint may, but is not obligated to, monitor or review the PinPoint Properties and Content at any time. Without limiting the foregoing, PinPoint shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although PinPoint does not generally monitor user activity occurring in connection with the PinPoint Properties, if PinPoint becomes aware of any possible violations by you of any provision of the Terms, PinPoint reserves the right to investigate such violations, and PinPoint may, at its sole discretion, terminate your license to use the PinPoint Properties, or change, alter or remove Your Content, in whole or in part.
6. INTERACTIONS WITH OTHER USERS.
6.1 USER RESPONSIBILITY. You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that PinPoint reserves the right, but has no obligation, to intercede in disputes among Users. You agree that PinPoint will not be responsible for any liabilities incurred as the result of such interaction.
6.2 CONTENT PROVIDED BY OTHER USERS. The PinPoint Properties may contain User Content provided by other Users. PinPoint is not responsible for and does not control User Content. PinPoint 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. Professional advice from a qualified person should be obtained in order to make the Materials specific for your intended use.
7. THIRD-PARTY WEBSITES.
7.1 THIRD-PARTY WEBSITES. The PinPoint Properties may contain links to third-party websites (“THIRD-PARTY WEBSITES”). When you click on a link to a Third-Party Website, we will not warn you that you have left the PinPoint Properties and are subject to separate terms and conditions or privacy policies. Such Third-Party Websites are not under the control of PinPoint. PinPoint is not responsible for any Third-Party Websites and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, or their products or services. You use all links in Third-Party Websites at your own risk. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
7.2 APP STORES. You acknowledge and agree that the availability of the Application and the Services is dependent on the third-party from which you received the Application, e.g., the Apple or Android app stores.
8. INDEMNIFICATION. You agree to indemnify, defend, and hold PinPoint, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively the “PINPOINT PARTIES”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the PinPoint Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any User; or (e) your violation of any applicable laws, rules or regulations. PinPoint reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with PinPoint in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms, or your access to the PinPoint Properties.
9. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE PINPOINT PROPERTIES IS AT YOUR SOLE RISK, AND THE PINPOINT PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. PINPOINT 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. PINPOINT PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE PINPOINT PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE PINPOINT PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PINPOINT PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE PINPOINT PROPERTIES WILL BE CORRECTED. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE PINPOINT PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE PINPOINT PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. PINPOINT MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PINPOINT OR THROUGH THE PINPOINT PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
10. LIMITATION OF LIABILITY.
10.1 DISCLAIMER OF CERTAIN DAMAGES. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL PINPOINT PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PINPOINT PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT PINPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PINPOINT PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE PINPOINT PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE PINPOINT PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON PINPOINT PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE PINPOINT PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
10.2 CAP ON LIABILITY. UNDER NO CIRCUMSTANCES WILL PINPOINT PARTIES BE LIABLE TO YOU FOR MORE THAN THE ANY AMOUNTS RECEIVED BY PINPOINT AS A RESULT OF YOUR USE OF THE PINPOINT PROPERTIES IN THE 12 MONTHS PRECEDING YOUR CLAIM. IF YOU HAVE NOT PAID PINPOINT ANY AMOUNTS IN THE 12 MONTHS PRECEDING YOUR CLAIM, PINPOINT’S SOLE AND EXCLUSIVE LIABILITY SHALL BE FIFTY DOLLARS ($50).
10.3 USER CONTENT. PINPOINT PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
10.4 NO LIABILITY FOR CONDUCT OF THIRD PARTIES OR OTHER USERS. YOU ACKNOWLEDGE AND AGREE THAT PINPOINT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD PINPOINT PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PINPOINT PROPERTIES. YOU UNDERSTAND THAT PINPOINT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PINPOINT PROPERTIES.
10.5 BASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PINPOINT AND YOU.
11. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT. It is PinPoint’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to PinPoint 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 the PinPoint 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 the PinPoint 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; (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 PinPoint’s Copyright Agent for notice of claims of copyright infringement is as follows: 8924 E Pinnacle Peak Rd Ste G5 # 549 Scottsdale, AZ 85255; https://www.pinpointworkforce.com/contact.
12. TERM AND TERMINATION.
12.1 TERM. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the PinPoint Properties, unless terminated earlier in accordance with the Terms.
12.2 TERMINATION OF SERVICES BY PINPOINT. If you have breached any provision of the Terms, or if PinPoint is required to do so by law (e.g., where the provision of the Website, the Application, or the Services is, or becomes, unlawful), PinPoint has the right to suspend or terminate any Services provided to you or to delete any of Your Content. You agree that all terminations for cause shall be made in PinPoint’s sole discretion and that PinPoint shall not be liable to you or any third-party for any termination of your Account. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also may include deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. PinPoint will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
13. GENERAL PROVISIONS.
13.1 ELECTRONIC COMMUNICATIONS. The communications between you and PinPoint use electronic means, whether you visit the PinPoint Properties or send PinPoint e-mails, or whether PinPoint posts notices on the PinPoint Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from PinPoint in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that PinPoint 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 any statutory rights you may have.
13.2 RELEASE. You hereby release PinPoint Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of other Website Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the PinPoint Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
13.3 ASSIGNMENT. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without PinPoint’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. PinPoint may assign its rights and obligations under these Terms to a third party without your consent.
13.4 FORCE MAJEURE. PinPoint 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.
13.5 COMPLIANCE. If you believe that PinPoint has not adhered to the Terms, please contact PinPoint by emailing us at firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
13.6 GOVERNING LAW; JURISDICTION. Unless otherwise required by applicable law, the Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Arizona, without giving effect to any conflicts of law 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 the Terms. Any claim, dispute, or action arising, directly or indirectly, to the Terms shall be litigated in the state or federal courts located in Phoenix, AZ and the parties hereto agree to submit to the personal jurisdiction of such courts.
13.7 NOTICE. Where PinPoint requires that you provide an e-mail address to access certain features of the PinPoint Properties, you are responsible for providing PinPoint with your most current e-mail address. In the event that the last e-mail address you provided to PinPoint is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, PinPoint’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to PinPoint at the following address: Attn: Legal Department, 8924 E Pinnacle Peak Rd Ste G5 # 549 Scottsdale, AZ 85255. Such notice shall be deemed given when received by PinPoint by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
13.8 WAIVER. Any waiver or failure by PinPoint to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
13.9 SEVERABILITY. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
13.10 ENTIRE AGREEMENT. The Terms are 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.