Terms of Service
1. Your Agreement with Pitchly
1.1 Your use of the Pitchly service is governed by this agreement (the “Terms”). “Pitchly” means Pitchly Inc., located in Windsor Heights, United States, and its subsidiaries or affiliates involved in providing the Pitchly Service. The “Pitchly Services” means the services Pitchly makes available through this website, including this website, the Pitchly cloud computing platform, the Pitchly API, the Pitchly Add-ons, and any other software or services offered by Pitchly in connection to any of those.
1.2 In order to use the Pitchly Services, you must first agree to the Terms. You can agree to the Terms by actually using the Pitchly Services. You understand and agree that Pitchly will treat your use of the Pitchly Services as acceptance of the Terms from that point onwards.
1.3 You may not use the Pitchly Services if you are a person barred from receiving the Pitchly Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Pitchly Services. You affirm that you are over the age of 13, as the Pitchly Services are not intended for children under 13.
1.4 You agree your purchases of Pitchly Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Pitchly or any of its affiliates regarding future functionality or features.
2. Your Account and Use of the Pitchly Services
2.1 You must provide accurate and complete registration information any time you register to use the Pitchly Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Pitchly immediately.
2.2 Your use of the Pitchly Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.3 You agree not to (a) access (or attempt to access) the administrative interface of the Pitchly Services by any means other than through the interface that is provided by Pitchly in connection with the Pitchly Services, unless you have been specifically allowed to do so in a separate agreement with Pitchly, or (b) engage in any activity that interferes with or disrupts the Pitchly Services (or the servers and networks which are connected to the Service).
2.5 You may use the Pitchly Services only to host content and information on the Pitchly infrastructure. You may not access the Pitchly Services for the purpose of bringing an intellectual property infringement claim against Pitchly or for the purpose of creating a product or service competitive with the Pitchly Services.
3. Service Policies and Privacy
3.1 You agree to comply with the Pitchly Acceptable Use Policy available at acceptable use policy (the “Acceptable Use Policy”) which is incorporated herein by this reference and which may be updated from time to time.
4. Fees for Use of the Pitchly Services
4.1 Subject to the Terms, the Pitchly Services is provided to you without charge up to certain limits. Usage over this limit requires your purchase of additional resources or services. The pricing for additional resources and services can be found at http://pitchly.com/pricing (or such URL as Pitchly may provide).
4.2 For all purchased resources and services, we will charge your credit card on a monthly basis or at the interval indicated in Pitchly fees and payment policies, if different. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys fees Pitchly incurs collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Pitchly’s measurements of your use of the Pitchly Services, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Pitchly and only in the form of credit for the Pitchly Services. Nothing in these Terms obligates Pitchly to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to Pitchly may be shared by Pitchly with companies who work on Pitchly’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Pitchly and servicing your account. Pitchly may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Pitchly shall not be liable for any use or disclosure of such information by such third parties. Pitchly reserves the right to discontinue the provision of the Pitchly Services to you for any late payments.
4.3 Pitchly may change its fees and payment policies for the Pitchly Services by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL Pitchly may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.
4.4 You may not develop multiple instances to simulate or act as a single instance or otherwise access the Pitchly Services in a manner intended to avoid incurring fees.
5. Content on the Pitchly Services and Take Down Obligations
5.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, the Pitchly Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content.”
5.2 Pitchly reserves the right (but shall have no obligation) to remove any or all Content from the Pitchly Services. You agree to immediately take down any Content that violates the Acceptable Use Policy, including pursuant to a take down request from Pitchly. In the event that you elect not to comply with a request from Pitchly to take down certain Content, Pitchly reserves the right to directly take down such Content.
5.3 You agree that you are solely responsible for (and that Pitchly has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Pitchly Services and for the consequences of your actions (including any loss or damage which Pitchly may suffer) by doing so.
5.4 You agree that Pitchly has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Content.
6. Proprietary Rights
6.1 You acknowledge and agree that Pitchly (or Pitchly’s licensors) own all legal right, title and interest in and to the Pitchly Services, including any intellectual property rights which subsist in the Pitchly Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
6.2 Except as provided in Section 8, Pitchly acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you create, submit, post, transmit or display on, or through, the Pitchly Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Pitchly, you agree that you are responsible for protecting and enforcing those rights and that Pitchly has no obligation to do so on your behalf.
7. License from Pitchly and Restrictions
7.1 Pitchly gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Pitchly as part of the Pitchly Services as provided to you by Pitchly. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Pitchly Services as provided by Pitchly, in the manner permitted by the Terms.
7.2 You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Pitchly Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Pitchly, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Pitchly Services.
7.3 Open source software licenses for components of the Pitchly Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Pitchly for the use of the components of the Pitchly Services released under an open source license.
7.4 Pitchly hereby grants you a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Pitchly trademarks and/or logos as provided (“Marks”) for the sole purpose of promoting or advertising that you use the Pitchly Services. You agree that all goodwill generated through your use of the Pitchly Marks shall inure to the benefit of Pitchly.
8. License from You
8.1 Pitchly claims no ownership or control over any Content. You retain copyright and any other rights you already hold in the Content, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the Pitchly Services you give Pitchly a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Pitchly to provide you with the Pitchly Services.
8.2 By adding a collaborator to your team, you hereby grant to that user a non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze such Content as permitted by the relevant Pitchly Services functionality.
8.3 You may choose to or we may invite you to submit comments or ideas about the Pitchly Services, including without limitation about how to improve the Pitchly Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Pitchly under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
8.4 You agree that Pitchly, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Pitchly Services.
9.1 Pitchly may make available through the Pitchly Services additional features, functionality, and services offered by its third-party partners (“Add-ons”). Your use of Add-ons is subject to these Terms and to the applicable fees. You acknowledge for each Add-on you subscribe to or purchase through the Pitchly Services, these Terms constitute a binding agreement between you and the third party licensor of that Add-on (“the Add-on Provider”) only. The Add-on Provider of each Add-on is solely responsible for that Add-on, the content therein, and any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge that you are purchasing the license to each Add-on from the Add-on Provider of that Add-on; Pitchly is acting as agent for the Add-on Provider in providing each such Add-on to you; Pitchly is not a party to the license between you and the Add-on Provider with respect to that Add-on; and Pitchly is not responsible for that Add-on, the content therein, or any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge and agree that Pitchly, and Pitchly’s subsidiaries, are third party beneficiaries of the agreement between you and the Add-on Provider for each Add-on, and that Pitchly will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.
9.2 By subscribing to or purchasing an Add-on, you grant Pitchly permission to share your Content, and user information with the Add-on Provider as necessary in order to provide you the Add-on.
9.3 The license granted to you to use any Add-on is personal to you, and is not sublicensable to your End Users. You may not provide or resell Add-ons to others.
10.1 Pitchly may, and you grant us permission to, make recommendations via the Pitchly Services for products or services we think may be of interest to you based on your Content and/or use of the Pitchly Services. We will never make recommendations directly to your End Users.
11. Modification and Termination of the Pitchly Services
11.1 Pitchly is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Pitchly Services which Pitchly provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of the Pitchly Services will be effective with respect to all versions of the Pitchly Services; examples of changes to the form and nature of the Pitchly Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
11.2 You may terminate these Terms at any time by canceling your account on the Pitchly Services. You will not receive any refunds if you cancel your account.
11.3 You agree that Pitchly, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Pitchly Services may be without prior notice, and you agree that Pitchly will not be liable to you or any third party for such termination.
11.4 You are solely responsible for exporting your Content from the Pitchly Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content.
11.5 Upon any termination of the Pitchly Services or your account these Terms will also terminate, but Sections 6.1, 11, 12, 13, 14, and 18 shall continue to be effective after these Terms are terminated.
12. EXCLUSION OF WARRANTIES
12.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 12 AND 13, SHALL EXCLUDE OR LIMIT PITCHLY’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
12.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PITCHLY SERVICE IS AT YOUR SOLE RISK AND THAT THE PITCHLY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
12.3 PITCHLY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE PITCHLY SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PITCHLY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE PITCHLY SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE PITCHLY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE PITCHLY SERVICES WILL BE ACCURATE.
13. LIMITATION OF LIABILITY
13.1 SUBJECT TO SECTION 12.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT PITCHLY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
13.2 THE LIMITATIONS ON PITCHLY’S LIABILITY TO YOU IN PARAGRAPH 13.1 ABOVE SHALL APPLY WHETHER OR NOT PITCHLY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
14.1 You agree to hold harmless and indemnify Pitchly, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “Pitchly and Partners”) from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Pitchly Services, (c) your violation of applicable laws, rules or regulations in connection with the Pitchly Services, or (d) your Content, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Pitchly will provide you with written notice of such claim, suit or action.
15. Copyright Policy
15.1 You agree to set up a process to respond to notices of alleged infringement that comply with the United States’ Digital Millennium Copyright Act (“DMCA notices”). It is Pitchly’s policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down Content or, if necessary, the service itself upon receipt of a valid DMCA notice.
16. Other Content
16.1 The Pitchly Services may include hyperlinks to other web sites or content or resources or email content. Pitchly may have no control over any web sites or resources which are provided by companies or persons other than Pitchly.
16.2 You acknowledge and agree that Pitchly is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
16.3 You acknowledge and agree that Pitchly is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
16.4 You acknowledge that you have received permission for all third party content, including but not limited to third party names, logos, images, description of services provided by You which are being referenced.
17. Changes to the Terms
17.1 Pitchly may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account.
17.2 You understand and agree that if you use the Pitchly Services after the date on which the Terms have changed, Pitchly will treat your use as acceptance of the updated Terms.
18. General Legal Terms
18.1 The Terms constitute the whole legal agreement between you and Pitchly and govern your use of the Pitchly Services (but excluding any services which Pitchly may provide to you under a separate written agreement), and completely replace any prior agreements between you and Pitchly in relation to the Pitchly Services.
18.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
18.3 If Pitchly provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
18.4 You agree that Pitchly may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Pitchly Services. By providing Pitchly your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
18.5 You agree that if Pitchly does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Pitchly has the benefit of under any applicable law), this will not be taken to be a formal waiver of Pitchly’s rights and that those rights or remedies will still be available to Pitchly.
18.6 Pitchly shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
18.7 The Terms, and your relationship with Pitchly under the Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Pitchly agree to submit to the exclusive jurisdiction of the courts located within the county of Polk, Iowa to resolve any legal matter arising from the Terms.
18.8 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the Pitchly Services upon written notice to the assigning party.
This document is an adaptation of the Google App Engine Terms of Service. The original work has been modified. Google, Inc. is not connected with and does not sponsor or endorse Pitchly or its use of the work.