Terms and Conditions of Use

These terms and conditions of use (“Terms”) are a binding agreement between you and Pyvott LLC  (“Pyvott” or “us” “our” or “we”) and govern your access to and use of our online platforms, websites, mobile applications, and the content, functionality, and services offered on or through our websites and mobile applications (collectively, “Services”). These Terms incorporate our Privacy Policy, available at http://support.pyvott.com/help/privacy-policy-and-data-collection-policies, and any posted policies, guidelines, or rules applicable to the Services, as provided and updated by us from time to time. These Terms apply to all users of our Services, whether you have created an account or not.

BY CLICKING “ACCEPT” OR “AGREE” OR BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, AND YOU REPRESENT AND WARRANT THAT YOU ARE AN INDIVIDUAL OF LEGAL AGE TO FORM A BINDING CONTRACT (OR IF NOT, YOU’VE RECEIVED YOUR PARENT’S OR GUARDIAN’S PERMISSION TO USE THE SERVICES AND YOUR PARENT OR GUARDIAN AGREES TO THESE TERMS ON YOUR BEHALF AND ACCEPTS FULL RESPONSIBILITY FOR YOUR USE OF THE SERVICES).  If you do not agree to these Terms, you may not access or use the Services in any manner. The Services are not intended for use by children 13 years of age or younger.

NOTICE OF ARBITRATION AND CLASS ACTION WAIVER: Please note that Section 18 (Dispute Resolution; Governing Law) contains an arbitration clause and class action waiver. Except for disputes explicitly identified in Section 18, below, or where barred by applicable law, you agree that any and all disputes between you and Pyvott, or any affiliate thereof, will be resolved through binding, individual arbitration. You expressly waive your right to participate in a class action lawsuit or class-wide arbitration. Please see Section 18  for more information.

1. Using Our Services.
   1. Generally. Pyvott provides Services that allow you to share your experiences, connect with others, and build social communities. Where the Services are used to connect one or more users, Pyvott is at all times acting as a third-party service provider. Pyvott is not a party to any agreement between you and any other user or third party. Pyvott does not provide legal or financial advice or represent any user. Pyvott will not negotiate on behalf of any user.
   2. Eligibility and Restrictions. You represent and warrant that you are: (i) at least 13 years of age; (ii) using Pyvott’s Services or information exclusively for lawful and non-abusive purposes; (iii) not supplying false or misleading information concerning your identity or posting any objectionable content; and (iv) have not previously been banned from using Services by Pyvott or had an account deactivated for violation of any term or condition of use. Pyvott reserves the right to terminate your accounts or ban you from use of the Services with or without cause.
   3. Right to Access. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, revocable, and nontransferable right to access and use the Services, and its related services and content, strictly in accordance with these Terms. You may view, print, download, and display locally certain content, to the extent we hold such rights, solely for your personal, noncommercial use. Use, reproduction, modification, distribution, or storage of any Services content for any other purposes is expressly prohibited without prior written permission from us or the applicable third-party owner or licensor of such content.
   4. Location. We provide the Services for use only by persons located in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
   5. Confidentiality. As a condition of your access to the Services as part of our beta or early-stages launch, you expressly agree to the maintain the confidentiality of our Services and Confidential Information as set forth in this Section. “Confidential Information” means information of Pyvott that is not generally known and that is proprietary to Pyvott or its affiliates or that Pyvott or any of its affiliates is obligated to treat as proprietary or confidential, including: (i) trade secret information about Pyvott and its products or services; (ii) information concerning Pyvott’s business, as Pyvott has conducted it or as it may conduct it in the future; (iii) information concerning any of Pyvott’s past, current, or possible future products, including information about Pyvott’s research, development, engineering, purchasing, manufacturing, accounting, marketing, selling or leasing; (iv) the Services; and (v) information about the relationship between Pyvott and you. Notwithstanding the foregoing, Confidential Information does not include information (A) which is or becomes publicly available from a source other than you, (B) which is received by you from a source which has the right to disclose such information and did not obtain the information directly or indirectly from employees or agents of Pyvott, (C) which you establish by documentary evidence was in your possession prior to Pyvott’s disclosure; (D) that was or is independently developed by you without using any confidential information of Pyvott; or (E) that Pyvott has agreed in writing may be disclosed by you. You shall not use Pyvott’s Confidential Information for any purpose other than its performance under these Terms or disclose Pyvott’s Confidential Information to any person or entity not authorized by Pyvott to receive it, except that you may disclose Pyvott’s Confidential Information to your attorney or similar professional advisor who has a reasonable need to know such Confidential Information for purposes of allowing you to exercise your rights under these Terms and who are obligated to maintain the confidentiality of and refrain from using such Confidential Information under terms at least as protective as those set forth herein. Further, you may disclose Pyvott’s Confidential Information to the extent compelled by law or a court of competent jurisdiction, provided, however, that in such instance, you shall (I) timely inform Pyvott of such requirements so that Pyvott may attempt by appropriate legal means to limit or condition such disclosure, and (II) use commercially reasonable efforts to limit disclosure and maintain confidentiality to the maximum extent possible. You agree that you will reasonably cooperate with Pyvott in any investigation relating to the improper use or disclosure of Confidential Information. Pyvott shall be entitled to seek injunctive relief for any violation of this Section.

2. Account; Username/Handle. All information that you provide to us when you use the Services must be true, accurate, and complete. The Services may require you to create an account in order to use some features of the Services. If you create an account, you are solely responsible for protecting the confidentiality of your username/handle, password(s), and other access credentials, if any, and all activity that occurs through your account. You may choose username on the Services for personal use. Usernames/handles are given on a first come, first serve, basis. Your username/handle: (i) must be appropriate; (ii) may not be used to impersonate any other person or entity; and (iii) must not infringe another person’s intellectual property or other rights. You may not make an account with a username to hold the username in hopes of payment. We reserve the right in our sole discretion to change or cancel your username if we believe it is appropriate or necessary to do so.

3. Communications from Pyvott. You agree to receive certain electronic communications from Pyvott including, but not limited to, notices, agreements, disclosures, and promotional opportunities. You consent to receiving notices from Pyvott in electronic form, and you agree that all terms and conditions, agreement, notices, disclosures, and other communications that Pyvott provides to you electronically satisfy any legal requirement that such communications be in writing.

4. Assumption of Risk. You voluntarily and knowingly assume all risk and responsibility for your use of the Services, including any damages, liabilities, losses or expenses that you may incur as a result of your participation in the Services. You agree to be responsible for any damages caused by you or your agents on or through the Services. By providing any content on or through the Services, you agree that you automatically assume and take responsibility and liability for all such content. Any liability that arises from or is related to your content on the Services shall not be assumed by Pyvott.

5. Privacy Policy. You understand and agree that the submission of data, text, images, and information, including but not limited to personal information, is a component of your use of Pyvott Services. Our collection, processing, and use of your personal data is governed by our Privacy Policy, available at http://support.pyvott.com/help/privacy-policy-and-data-collection-policies, which is incorporated as part of these Terms by reference. By using the Services, you consent to any action that we may take consistent with our Privacy Policy with regard to our collection and use of your personal information. Pyvott shall not be liable to you for another user’s or third-party’s unauthorized use or disclosure of your personal or other information, and you agree to hold Pyvott harmless from any and all such claims. You agree to assert all such claims directly against the individual or entity that engaged in the unauthorized use or disclosure of your personal information. You agree not to use the personal or other information of any other user for any unauthorized purpose, or any purpose not contemplated in these Terms or the nature of the Services.

6. Pyvott’s Use of Third-Party Services. The Services may include links and content provided by third parties, including materials provided by other users, service providers, entities, websites, and third-party licensors, syndicators, aggregators, or reporting services. The inclusion of any such link does not imply any association between us and the website or content operator. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by or through such parties or sources (including other users) are those of the respective author(s), distributor(s), or providers and not of Pyvott. We do not make any representations or guarantee about any third-party content or websites whatsoever. When you access third-party resources on the internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such websites or resources. Under no circumstances will Pyvott or its subsidiaries, affiliates, officers, agents, other partners, or employees be liable for any loss or damage caused by your reliance on or use of any such content, goods, or services. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice, or other content available through the Services.

7. Your Conduct. Your right to use the Services is subject to your compliance with all applicable laws and these Terms. We may discontinue your access to and use of the Services at any time if you fail to comply with these Terms, including our guidelines and rules of conduct. Without limiting the foregoing, you agree not to use the Services in any manner related to or for purposes of:
   1. Distributing, transmitting, or procuring unsolicited chain letters, “junk mail,” “spam,” or any other similar solicitation.
   2. Engaging in fraudulent, deceptive, or unlawful activities or encouraging such conduct.
   3. Propagating of computer worms, viruses and other such malicious code.
   4. Making unauthorized entry (directly or indirectly) to any other machine accessible via the Services or its computer network.
   5. Gaining or attempting to gain unauthorized access to Pyvott, its systems, or other user accounts or to interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services, including attempts to overburden Pyvott’s servers or networks.
   6. Exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
   7. Engaging in other conduct that, in our sole discretion, restricts or inhibits any other user from accessing, using or enjoying the Services.
   8. Soliciting users to become users of other online services competitive with the Services.
   9. Impersonating any other person or entity or falsely stating or otherwise misrepresenting your affiliation with any person or entity, or creating a false identity for purposes of misleading others.
   10. Using automated scripts or other technology to collect information from or otherwise interact with the Services or other users without their consent, including to collect other people’s personally identifying information or confidential information.
   11. Violating, encouraging, or facilitating the violation of any applicable local, state, national or international law, including but not limited to, any laws regarding the export of data or software to and from the U.S. or other countries, regulations promulgated by the U.S. Securities and Exchange Commission, the New York Stock Exchange, the American Stock Exchange, the NASDAQ, and any codes, regulations, or similar rules having the force of law.

8. Community Standards.
   1. The Services are a place to foster a positive, diverse community. Pyvott has determined community standards to help users from its diverse communities interact in a safe and open environment for everyone. The Services are not a place to post any nude content, content that supports or praises terrorism, organized crime, or hate groups, content that offers sexual services, buying or selling firearms, alcohol, and tobacco products between private individuals, and buying or selling illegal or prescription drugs (even if legal in your region) are also not allowed. Pyvott has zero tolerance when it comes to sharing sexual content involving minors or threatening to post intimate images of others. You have no right to challenge Pyvott’s discretion in removing or not removing content. Pyvott does not assume any liability to you or any other user or third party in the exercise of its discretion to remove or not remove content.
   2. Except as expressly permitted by these Terms, you shall not: (i) copy the Services; (ii) modify, translate, adapt, or otherwise create derivative works or improvements, of the Services; (iii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof; (iv) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof; (v) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason, including by making the Services available on a network where it is capable of being accessed by more than one device at any time; (vi) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services; or (vii) post User Content (as defined herein) on the Services that you did not create or that you do not have appropriate rights or permissions to use or publish.
   3. You shall not upload, post, or otherwise transmit through the Services, and you represent and warrant that your User Content (as defined herein) shall not contain, any materials that: (i) you do not have the rights necessary to use, transmit, publish, or to grant Pyvott the license as described herein; (ii) contain paid advertising or any offering or solicitation with respect to products or services, unless you have our express prior approval otherwise; (iii) are unlawful, deceptive, threatening, abusive, harassing, defamatory, libelous, obscene, vulgar, profane, injurious to third parties, or which invade another person’s privacy, further the commission or concealment of a crime, promote any illegal activity, or advocate, promote, or assist any unlawful act, or are otherwise objectionable as determined by Pyvott; (iv) promote violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (v) infringe any patent, trademark, trade secret, copyright, privacy, publicity, or any other intellectual property or other rights of any other person; or (vi) contain photographs or images of people who have not given permission for their photographs to be uploaded to the Services.
   4. Without limiting any other rights or remedies of Pyvott, violations of any of the foregoing may result in removal of content, communications, or termination of your access to the Services.

9. You understand and agree that the Services are funded, in part, by advertising that may appear on the Services. The Services may include advertisements, and as a user of the Services, you acknowledge and agree that we may show you ads. Pyvott may disclose certain information collected in providing the Services to advertising partners to increase the relevance of advertising to Pyvott’s customers. If you interact with or participate in the promotions of the advertisers found on or through the Services, such actions are solely between you and the advertiser. Pyvott shall not be responsible or liable for any loss or damage incurred as the result of such dealings or as the result of the presence of such advertisers on the Services.

10. Ownership; Feedback. The Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Pyvott, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You do not acquire any ownership or other rights in or to the Services materials by accessing or using the Services except as otherwise expressly provided herein. If you wish to make any use of material on the Services other than that set out in these Terms, please address your request to the email address provided at the end of these Terms. If you provide us with any comments, bug reports, feedback, or modifications related to the Services (“Feedback”), Pyvott shall have the right to use such Feedback at its discretion, including the incorporation of any such Feedback into the Services or Pyvott’s other products or services. You hereby grant to Pyvott a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable license to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose.

11. User Content.
    1. Your Content. You may be allowed to submit certain content including, but not limited to, photos, drawings, messages, designs, graphics, text, artwork, music, videos, or other content in various forms or media, including through links to other websites (collectively, “User Content”) to the Services for publication and posting to other users’ posts and the public. You are solely responsible for all of the User Content that you upload, transmit, share, publish, display, or otherwise provide to the Services, including the consequences of submitting and publishing the User Content via the Services. As between Pyvott and you, subject to the rights granted to Pyvott in these Terms, you retain ownership of and rights in your User Content, including any intellectual property rights or other proprietary rights therein. Pyvott in no way guarantees the confidentiality or availability of any User Content. You are solely responsible for creating backup copies or other copies of any the User Content that you submit to the Services. When you provide any User Content to the Services, you affirm, represent, and warrant that you own or control all necessary licenses, rights, consents, and permissions in order to use the User Content, to grant the rights, licenses, and permissions herein, and to enable the inclusion and use of the User Content in any manner contemplated by Pyvott and these Terms. You shall not upload, post, or otherwise make available on the Services any material protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission.
    2. License to Your Content. You hereby grant to Pyvott and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns an irrevocable, perpetual, non-exclusive, transferable, fully-paid, royalty-free, worldwide, sublicensable right and license to use, copy, publicly perform and display (consistent with your privacy settings), reformat, translate, adapt, modify, excerpt, distribute (through multiple tiers), prepare derivative works, in whole or in part, User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Services or the promotion thereof, and to grant and authorize sublicenses of the foregoing without any compensation to you or to any third party. You also grant to the other users of the Services a non-exclusive license to access your User Content, and to use, tag, publish or republish, transmit, distribute, and publicly display User Content subject to these Terms. 
    3. Removing Your Content. You may remove User Content from the Services at any time, but we cannot guarantee that it can or will be permanently deleted. Copies of your User Content may remain viewable in cached and archived pages, or it might have been copied or stored by other users. Do not post or provide any User Content that you do not want to be accessed or used by Pyvott and third parties. You expressly acknowledge that Pyvott may retain archived copies of User Content.
    4. Identifying Your Content. You grant to Pyvott the right to identify you as the author of your User Content by your screen name, likeness, or other identifying information, and you represent and warrant that you have obtained the written consent, release, or permission of every identifiable individual who appears in your Content to use such individual’s likeness, for purposes of using and otherwise exploiting your User Content in the manner contemplated by these Terms, or, if any such identifiable individual is under the age of eighteen (18), you represent and warrant that you have obtained such written consent, release, or permission from such individual’s parent or guardian, and you agree to provide to us a copy of any such consents, releases, or permissions upon our request.
    5. Monitoring. You acknowledge that Pyvott has no obligation to monitor or screen User Content or other materials submitted to the site. Pyvott shall have the right (but not the obligation) to reject, remove, or delete any User Content and other materials for any or no reason. We also have the right take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for us. YOU EXPRESSLY WAIVE AND HOLD HARMLESS PYVOTT AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS, DAMAGES, OR LIABILITIES RESULTING FROM ANY ACTION TAKEN BY PYVOTT DURING, OR AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER PYVOTT OR LAW ENFORCEMENT AUTHORITIES.
    6. Reliance and Use of Content. You understand and agree that Pyvott does not control and is not responsible for the content made available on the Services by you or other users. Your use of, or reliance on, any information contained in such content is at your own risk. Under no circumstances shall Pyvott be liable for any User Content, any other third-party content or materials, or any loss or damage resulting from your use of, or reliance on, such content. You understand and agree that the Services does not endorse any User Content, or any opinion, recommendation, or advice expressed therein, and the Services expressly disclaims any and all liability in connection with User Content.
    7. Benefits of this Section. The foregoing provisions are for the benefit of Pyvott, its affiliates, subsidiaries, partners, client companies, third-party content providers, and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.

12. Linking to the Services; Social Media Features. You may link to the Services, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part. The Services may provide certain features that enable you to:
    1. Link from your own or certain third-party Services to certain content on the Services.
    2. Send emails or other communications with certain content, or links to certain content, on the Services.
    3. Cause limited portions of content on the Services to be displayed or appear to be displayed on your own or certain third-party Services.
    4. You may use these features solely as they are provided by us and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not: (i) cause the Services or significant portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking; (ii) otherwise take any action with respect to the materials on the Services that is inconsistent with any other provision of these Terms.
    5. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice.

13. DMCA Notices.
    1. We take claims of copyright infringement seriously, and we will respond to notices of alleged copyright infringement that comply with applicable law. If you are a copyright owner or an agent thereof and believe that any User Content, or other content, infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act of 1998, as amended (the “DMCA”) (see 17 U.S.C. § 512 for further detail and information) by providing us with the following information in writing:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent (“Agent”) to receive DMCA Notices is:

Pyvott Agent Pyvott, LLC PO Box 1660 Orem, Utah 84059 801-960-4904 copyrightagent@pyvott.com   Our websites and alternate names are: social.pyvott.com/ pyvott.com

 

1. For purposes of clarification, only DMCA notices should go to the Agent. All other feedback, comments, requests for technical support, and other communications should be directed as set forth at the end of these Terms. You expressly acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
2. We do not control third-party websites. If the material you are complaining about is located on a third-party Services or application, then you should contact that third-party Services or application. 
3. If you believe that your User Content or other content that has been removed (or to which access was disabled) is not infringing, or that you have authorization from the actual copyright owner, the copyright owner’s agent, or pursuant to law, to submit, post, and make use of such User Content, or other content, you may send a counter-notice containing the following information to the Agent:

• Your physical or electronic signature.
• An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
• A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which Pyvott may be found, including New York, New York) and that you will accept service from the person (or an agent of such person) who provided the Services with the complaint at issue.
  1. If a counter-notice is received by the Agent, the Services may send a copy of such counter-notice to the original complaining party informing such party that it may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member, or you, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, in our sole discretion. We suggest that you consult your legal advisor before filing a notice or counter-notice. Please also be aware that there can be penalties for false claims under the DMCA.

14. Deceased User Account. If you are a personal representative or other agent of a person who has an account on the Services and that person has passed away, you can request that Pyvott remove the account from the Services. Any content on the Services will not be returned to the family members of the deceased user. The content of deceased users who are minors may be returned if requested by a verified immediate family member. When you submit a request for removal, Pyvott may require proof that you have appropriate authority under applicable law to act on behalf of the deceased person or his/her estate. Send requests to customersupport@pyvott.com.

15. Indemnification. You agree to defend, indemnify, and hold harmless Pyvott, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of the Services including, your use of information obtained from the Services, your connection to the Services, and any activity related to access or use of your account by you or any other person; (c) your User Content and any other content or links that you provide to or transmit through the Services; (d) your violation of any third party right, including any intellectual property or privacy rights; and (e) your violation of applicable law. Pyvott reserves the right, in its discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Pyvott in asserting any available defenses, and you will reimburse Pyvott for all costs incurred in its assumption of the defense.

16. Disclaimer of Warranty; Limitation of Liability; Arbitration.

THE USE OF THE SERVICES ARE AT YOUR SOLE DISCRETION AND RISK. NEITHER PYVOTT, ITS AFFILIATES, NOR ANY OF ITS OR THEIR RESPECTIVE EMPLOYEES, AGENTS, CLIENT COMPANIES, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS (COLLECTIVELY, THE “PYVOTT PARTIES”) WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT PYVOTT AND THE PYVOTT PARTIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

IN NO EVENT WILL PYVOTT, THE PYVOTT PARTIES, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SERVICES OR THE SERVICES SOFTWARE, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SERVICES.

IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER PYVOTT NOR THE PYVOTT PARTIES SHALL BE LIABLE, REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THE SERVICES, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO YOU, OR FOR ANY BREACH OF DATA SECURITY, OR ANY CLAIMS OR LOSSES ARISING FROM ANY OF THE FOREGOING OR OCCASIONED THEREBY. THE AGGREGATE, TOTAL LIABILITY OF PYVOTT AND THE PYVOTT PARTIES FOR ALL DAMAGES, INJURY, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING FROM OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).

You agree that in the event YOU incur any damages, losses, or injuries that arise out of Pyvott’s act or omissions, the damages, if any, causeD to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of any website, service, property, product, or other content owned or controlled by Pyvott, and you will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition, or exploitation of any website, property, product, service, or other content owned or controlled by Pyvott.

By accessing the Services, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that YOU have read and understand, and hereby expressly waive, the benefits of Section 1542 of the Civil Code of California, and any similar law of any state or territory, which provides as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITY OR WARRANTIES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. In such jurisdictions, Pyvott’s liability shall be limited to the greatest extent permitted by law.

17. Termination. These Terms will continue to apply to you until terminated by either you or Pyvott. You may terminate these Terms at any time by ceasing to use and access the Services, deleting your account, and all Services downloads or copies thereof from your browser, systems, devices, and anywhere else you may have stored them. We may terminate your access to the Services and your account and password at any time in the event that you breach these Terms or engage in any conduct that Pyvott, in its sole discretion, considers to be unacceptable or if we ceases to support the Services, which we may do in our sole discretion. Upon termination, all rights granted to you under these Terms will terminate. If you access or use the Services after you or Pyvott has terminated these Terms, you will be bound by the terms of the Services then in effect. Termination will not limit any of Pyvott’s rights or remedies at law or in equity. Without limiting the foregoing, Sections 10, 11.b, 11.g, and 15, 16, 17, 18, 21, 22, 23, 24, and 25 and the following rights and obligations shall survive termination of these Terms: (a) your representations and warranties, indemnification obligations, use restrictions, and license grants to Pyvott; (b) Pyvott’s limitation of liability, disclaimer of warranties, and intellectual property rights; (c) all arbitration provisions; and (d) any other right or obligation in these Terms that, by its nature, should survive termination of these Terms. Notwithstanding the foregoing, you acknowledge and agree that the perpetual license granted by you in relation to User Content is irrevocable and will continue after expiration or termination of these Terms for any reason. If you or we terminate these Terms, or if we suspend your access to the Services, you agree that Pyvott shall have no liability or responsibility to you related thereto.

18. Dispute Resolution; Governing Law.
    1. Governing Law; Time Limit for Claims. All matters relating to the Services and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of Utah. The Federal Arbitration Act and federal arbitration law apply to these Terms. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE SUBJECT MATTER OF THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
    2. Arbitration. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, such dispute shall be finally settled by binding arbitration in accordance with this Section and the American Arbitration Association Consumer Arbitration Rules then in effect (“Rules”) by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. You may review the American Arbitration Association Consumer Arbitration Rules, which are available online at https://www.adr.org/sites/default/files/Consumer-Rules-Web.pdf. The arbitrator, Pyvott, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. You acknowledge that there is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator may conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon your or our request that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the Rules or by the arbitrator. The arbitrator’s decision will follow the terms and conditions of these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
    3. Class Action Waiver. You agree that any arbitration under these Terms will take place on an individual basis. You acknowledge and agree that (i) class arbitrations and class actions are not permitted, and (ii) you are giving up the ability to participate in a class action. In any case in which (A) a dispute is filed as a class, collective, or representative action, and (B) there is a final judicial determination that all or part of this class action waiver is unenforceable, then the class, collective, or representative action, to that extent, must be litigated in a civil court of competent jurisdiction pursuant to these Terms, but the portion of such class action waiver that is enforceable shall be enforced in arbitration.
    4. Infringement Exception. Notwithstanding the foregoing, both you and Pyvott have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
    5. Arbitration Opt-Out. You may opt out of binding arbitration within 30 days of the date you first accepted these Terms by emailing legal@pyvott.com. In order to be effective, the opt-out notice must include your full name and address and must clearly indicate your desire to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 18.f.
    6. Venue; Waiver of Jury Trial. In any circumstances where the foregoing arbitrations provisions are deemed unenforceable are inapplicable (such as when you opt out of binding arbitration, pursuant to Section 18.e, above), then disputes or claims arising out of or relating to the subject matter of these Terms shall be subject to the exclusive jurisdiction of the appropriate courts located in the state of Utah. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY: (i) SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS; (ii) WAIVES ANY OBJECTION TO SUCH COURTS BASED ON VENUE OR INCONVENIENCE; AND (iii) WAIVES ANY RIGHT TO TRIAL BY JURY.

19. Changes to the Terms and the Services. We may revise, update, or otherwise change these Terms at any time by posting updated terms. While Pyvott will provide commercially reasonable notices of any changes to the Terms, you agree to comply and review Pyvott’s Terms on an ongoing basis. Your continued use of the Services constitutes acceptance of and agreement to any such changes. Any revised versions of these Terms supersede all previous versions. Any other amendment to the agreement between the parties must be in writing and signed by both parties. Further, we may change or modify the Services, or any aspect, part or features of the Services, including its content, availability, and access or use specifications from time to time, including imposing new or different conditions of use. If any change to the Terms or the Services are unacceptable to you, your only remedy is to stop using the Services and delete your account.

20. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding Pyvott or the Services or to receive further information regarding use of the Services. More information may be available at https://www.dca.ca.gov/about_us/contactus.shtml.

21. Unless otherwise specified in these Terms, all notices to Pyvott under these Terms must be in writing and will be deemed to have been duly given (a) when received, if personally delivered or sent by certified or registered mail, return receipt requested, (b) when receipt is electronically confirmed, if transmitted by email, or (c) the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Pyvott may provide Notices to you through electronic means.

22. Successor and Assigns. These Terms will be binding on and inure to the benefit of the parties, and, where applicable, their respective parents, subsidiaries, divisions, officers, directors, owners, associates, predecessors, successors, heirs, permitted assigns, agents, partners, employees, insurers, and representatives.

23. Should any portion of these Terms for any reason be declared invalid or unenforceable, the invalidity or unenforceability of such portion shall be construed in the most limited way possible and shall not affect the validity of any of the remaining portions and the same shall be deemed in full force and effect as if these Terms had been agreed upon with the invalid portions eliminated.

24. Pyvott’s waiver of any of the provisions of these Terms will not operate as a waiver of any other provision, regardless of any similarity that may exist between such provisions, nor will a waiver in one instance operate as a waiver in any future event. No waiver will be binding upon Pyvott unless executed in writing by Pyvott.

25. Miscellaneous.
    1. Entire Agreement. These Terms (which hereby incorporate by reference any other provisions applicable to use of the Services, including, but not limited to, any supplemental terms governing the use of certain specific material contained in the Services and any guidelines or rules for the Services established by Pyvott) constitute the entire agreement between you and Pyvott with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter.
    2. Independent Parties. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms.
    3. Import and Export. In connection with your use of this Services, you are solely responsible for complying with all applicable export, re-export, and import control laws and regulations of all applicable jurisdictions.
    4. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.
    5. Assignment. Pyvott may assign these Terms or any part of them, and we may delegate any of our obligations under these Terms. You may not assign these Terms or any part of it, nor transfer or sublicense any of your rights under these Terms, to any third-party or entity. Except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. Any purported assignment of rights or transfer of obligations in violation of this Section is void.
    6. Interpretation. The section headings used herein are for convenience only and shall not be given any legal import. For purposes of these Terms, (i) the singular includes the plural and vice versa; (ii) reference to any document, law, or standard means such document, law, or standard as amended from time to time; (iii) “include” or “including” means including; (iv) the term “or” is not exclusive; and (v) all references to money shall be in United States dollars. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of these Terms.

26. For questions, concerns, or comments please contact us at:

PO Box 1660
Orem, Utah, 84059
customersupport@pyvott.com

Last Updated: September 10^th, 2021
16908893_v4