FOR PIVOT Originals PLATFORM, CONTENT, AND SERVICES
This Terms and Conditions of Use for the Pivot Originals Platform, Content, and Services (“Terms”) is a legally binding agreement between you, the Subscriber (as defined below) (“you” or “your”), and Pivot Originals (“Pivot,” “we” or “us”) regarding your access to the Pivot website at http://188.8.131.52 (the “Platform”) and/or the mobile application (the “App”), your access to Pivot content available via the Platform (“Content”) and the services operated by Pivot, including without limitation any apps, plugins, executables, or other software made available to you by Pivot (and together with the Platform, the App, and the Content, the “Service(s)”).
If you do not cancel your subscription through Chargify before your [seven (7)] day trial period has ended, we will charge your credit card for the total cost of your Subscription.
These Terms automatically renew if you purchase a Subscription (for the same length of time as the original term of your Subscription). You can cancel at any time by emailing us at email@example.com or by logging into your account and navigating to the Subscription page.
BY USING THIS SITE, OR CONTENT OR SERVICES OFFERED ON THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS, PLEASE EXIT THE SITE NOW.
EXCEPT AS SET OUT IN THESE TERMS, YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PLATFORM OR ANY SERVICES, ANY CONTENT AVAILABLE TO YOU, OR THESE TERMS IS TO CEASE USING THE PLATFORM AND/OR THE CONTENT OR SERVICES.
You are responsible for anything that occurs when anyone is signed in to your account, as well as the security of the account. Please contact us immediately if you believe your account is compromised.
If you violate our policies, we may terminate your account, and you will not be entitled to any refunds or payment of any additional Revenue Share amounts. Don’t do anything illegal, abusive towards others, or that abuses our site in a technical way.
Subject to your compliance with these Terms, Pivot grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access the Content provided through the Platform. This license does not include (a) any resale or commercial use of any components or (b) any collection and use of any product listings, descriptions, or prices or any downloading, copying, or other use of account information. Any use of data mining or robots is reserved and retained by Pivot or its licensors, suppliers, publishers, rightsholders, or other Content providers, and any use not explicitly licensed under a written agreement signed by Pivot is strictly prohibited. Neither the Platform, Pivot Content (defined below), nor any part thereof, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Pivot. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Pivot without express written consent. As a condition of use of the Platform, you represent and warrant that you shall not use the Platform for any purpose that is unlawful or prohibited by these Terms. You agree to abide by all applicable local, state, national and international laws, and regulations and you shall be solely responsible and liable for all acts or omissions that occur as a result of or while you access the Platform or any Content thereof. Any licenses granted by Pivot terminate automatically, without Pivot taking any additional action if you do not comply with these Terms. You assume all responsibility and risk for using the Platform and the Internet generally. The Platform is provided by Pivot on an “AS IS” basis, and Pivot makes no representations or warranties of any kind, express or implied, as to the operation of the Platform or the information, content, materials, or products included on the Platform, to the fullest extent permissible by applicable law. Pivot disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, non-infringement of intellectual property rights or other proprietary rights, and freedom from errors, viruses, bugs, or other harmful components.
From time to time, the Platform may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on the Platform. Any such correspondence or promotions, including the delivery of and the payment for goods and services by those third parties, and any other terms, conditions, warranties, or representations associated therewith, are solely between you and the advertiser. Pivot assumes no liability, obligation, or responsibility for any part of any such correspondence or promotion.
Third-Party Sites, Information, and Content on the Platform
The Platform may redirect or link to other platforms on the Internet or otherwise include references to information, products, or services made available by unaffiliated third parties. While we make every effort to work with trusted, reputable providers, from time to time, such sites may contain information, material, or policies that some may find inappropriate or personally objectionable. You understand that we are not responsible for the accuracy, completeness, decency, or legality of content hosted by third-party websites. We are not responsible for errors or omissions in any references made on those websites. Including such a link or reference is provided merely as a convenience. It does not imply endorsement of or association with the Platform or party by us or any warranty of any kind, either express or implied.
As part of the Services, Pivot may make available certain apps, plugins, executables, or other software, including documentation regarding such apps, plugins, executables, or other software (collectively, “Software”). Pivot grants only a non-exclusive, non-transferable, limited license to access and use a copy of any Software solely for your internal purposes in conjunction with accessing the Content and during the term of your respective Subscription. You will not:
create or enable the creation of derivative works, modifications, or adaptations of the Software, except for the use of and ownership by Pivot (and you agree to assign all rights in such creations to Pivot);
engineer, reverse engineer, or otherwise create any comparable software to the Software;
distribute or disclose the Software to third parties other than as expressly permitted hereunder;
rent, sublicense or otherwise allow any third party to use the Software; or
use the Software for any purpose other than as outlined in these Terms.
Pivot retains all title to the Software and any copies or derivations (whether derivation is created by Pivot or you) thereof in any form. You have only a license to use the Software as set out in these Terms. A license is not a contract of sale of the Software. Pivot retains all intellectual property rights in and to the Software. You agree not to remove, deface, or destroy any copyright, patent notice, trademark, service mark, other proprietary markings, or confidential legends placed on or within the Software. Pivot expressly reserves all rights not licensed hereunder.
You acknowledge that the Software and the attributes of the Software including, without limitation, the design, functionalities, performance characteristics and your evaluation of the Software, and any other non-public verbal or written information that may be supplied by Pivot to you or obtained through your access to the Software, are confidential and the proprietary property information of Pivot (“Confidential Information”). You will maintain the confidentiality of all Confidential Information in the same manner that you retain your confidential information (but with no less than a reasonable degree of care). You will:
not disclose any Confidential Information to any third party without the prior written consent of Pivot;
limit internal access to any Confidential Information only to your employees who need to access the Software or any Confidential Information; and
not use any Confidential Information for any purpose other than using or accessing the Content.
Ownership of Pivot Content.
“Pivot Content” means any artistic compositions, sound recordings, published works, photos, video, graphics, music, sound effect, or other artistic material created by or for Pivot that can be accessed and viewed on or through the Platform. All Pivot Content presented to you through the Platform is the sole and exclusive property of Pivot (or its affiliates and licensors) and is protected by any and all intellectual property and/or other proprietary rights available within the United States. All Pivot Content is licensed to you pursuant to and under these Terms. You may not copy, reproduce, modify, republish, upload, post, transmit, resell, or distribute any Pivot Content in any form or by any means whatsoever without prior written permission from Pivot. Any unauthorized use of Content violates any intellectual property interests and could result in criminal or civil penalties.
Limited License to Pivot Content
All Pivot Content licenses granted to you are revocable, non-exclusive, limited, non-sublicensable, and nontransferable. You may access the Pivot Content solely combined with your Subscription to the Platform.
All rights not expressly granted to you by Pivot are hereby reserved. You may not sublicense or assign access to the Pivot Content for standalone distribution. You shall not (a) make available, distribute, resell, or perform the Pivot Content; (b) Certain subscription Subscriptions may include additional license limitations.
You may not (i) transfer, copy or display Pivot Content; (ii) sell, rent, lease, distribute, or broadcast any Pivot Content; (iii) remove any proprietary notices or labels on any Pivot Content of Creator Content, as applicable; (iv) attempt to disable, bypass, modify, defeat, or otherwise circumvent any digital rights management or other protection system applied to any Pivot or Creator Content or used as part of the Platform or Services; or (v) use the Platform, Services or any Content for any obscene or illegal purpose.
You are solely responsible for any comments, content, or posts you leave on the Platform. By posting information on the Platform, or by otherwise using any communications service, message board, newsgroup, or other interactive services available on the Platform, you agree that you will not post comments, content, messages, links, code, or additional information that:
is unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content;
victimizes, harasses, degrades, or intimidates an individual or group of individuals based on religion, gender, sexual orientation, race, ethnicity, age, or disability;
infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
consists of unsolicited advertising, junk, or bulk email (also known as “spam”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
contains any form of malicious code, files, or programs that are designed or intended to disrupt, damage, or limit the functionality of any software, hardware, or telecommunications equipment or otherwise causes damage, or allows you to obtain unauthorized access to any data or other information of any third party;
breaches the security of, compromises, or otherwise allows access to secured, protected, or inaccessible areas of this Site, or attempts to gain access to other network or server via your account on this Site; or
impersonates any of our employees or representatives.
Pivot neither endorses nor assumes any liability for any material uploaded or submitted by Creators nor Subscribers on any part of the Platform. Although Pivot does not pre-screen, police, or monitor comments posted on the Platform, Pivot and its agents reserve the right to remove any and all materials uploaded or submitted that Pivot feels does not comply with these Terms or any other rules for our Services or that are otherwise harmful, objectionable, or inaccurate, in Pivot’s sole discretion. Pivot is not responsible for any failure or delay in removing such postings.
When you create an account, you must provide us with accurate information in good faith, and you agree to keep your information updated if it changes. To create an account, you must be at least 13 years old. To join a Creator’s membership as a Superfan or provide membership as a Creator, you must be at least 18 years old or have your parent’s permission. You are responsible for anything that occurs when anyone is signed in to your account, as well as the security of the account. Please contact us immediately if you believe your account is compromised.
Accounts: If you do not have a Pivot account, you will need to establish an account with Pivot to access the Content and/or use the Services made available for a fee via the Platform. All use of Content is conditioned upon payment of any fees, as applicable (the “Fee”). You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. If you have an individual Subscription, you may not share your account or account login and password with anyone else.
Fees. To access the Content and use the Service, you must sign up for a Subscription and pay a Subscription fee and applicable taxes. Monthly Subscription prices are $9.99 ad-free, $4.99 with ads, and $99.99 for an annual subscription.Fees for your Subscription will be stated at the time of your purchase or sign-up, as applicable, and provided in our Platform pages. Fees may be subject to tax, collected by us or a third party through which you transact. ALL FEES ARE NON-REFUNDABLE. Your Subscription will automatically be renewed (subject to applicable law) for another Subscription period for equal length (for example, monthly or annually) and at the then-current price for such Subscription. You acknowledge that billing may not occur on the same date each month, depending on when you subscribed to the Services. We reserve the right to change the terms of your Subscription, including price, from time to time. We will give you advance notice of any price changes before the next billing cycle, but we will not notify you of any change in applicable taxes. If you do not accept a price change, you can cancel your Subscription in accordance with these Terms.
Payment Method. We only accept credit cards for payment of your Fees. When you provide payment information, you agree, represent, and warrant that the information you are providing is accurate and that you are authorized to use the payment method provided. You acknowledge that we may place an authorization hold using your payment information to verify your payment information. You are responsible for keeping your payment information up to date and notifying us of any changes to your payment information. Where your payment details are set to expire, we may receive updated information from your payment provider. You authorize us to charge your card using this updated information. If we cannot process your payment information (for example, due to inaccurate payment information, insufficient funds, etc.), we will terminate your access to the Services and Content. We also reserve the right to pursue any amounts you fail to pay in connection with your use of the Service.
Cancellation and Refunds.
Trials. From time to time, we may make Subscriptions to the Services available for a limited free trial basis (“Trial Period”). Once your Trial Period expires, and if you have not canceled your Subscription before the expiration of the Trial Period, we will automatically charge the Fees that are applicable for such Subscription to the payment method you provided when you signed up for the Subscription. You may not receive a separate notice that your Trial Period is about to end or has ended or that your paid Subscription has begun. Your eligibility for a Trial Period is subject to any additional terms of that Trial Period. Your access to and use of any Content during the Trial Period is subject to these Terms and the features of your Subscription.
You may cancel your Subscription to the Platform by visiting your Subscription page provided on PivotOTT.com and adjusting your Subscription or Service settings and subscription preferences or by contacting our Customer Service team. If you cancel your Subscription or Service, you will not receive a refund of any Fees already paid unless otherwise stated in these Terms.
You can permanently delete your account at any time by going to Chargify or firstname.lastname@example.org. On that page, you can also see what information is deleted and what we continue to store after the account is deleted.
We reserve the right to accept or refuse or restrict your use of any Subscription or Service at our discretion. You may not transfer or assign your Subscription or Service benefits or any Content you access. We may take actions we deem reasonably necessary to prevent fraud and abuse, including placing restrictions on the amount of Content that can be accessed at any one time.
CHANGES TO TERMS
We may, at our discretion, change the Terms and all elements of them and any aspect of any Subscription or Service, without notice to you. If any change to the Terms is found invalid, void, or for any reason unenforceable, that change is severable. It does not affect the validity and enforceability of any remaining changes and the remainder of the Terms.
Your continued use of the Services and access to any Content and/or Subscription after we change the Terms constitutes your acceptance of the changes. If you do not agree to any changes, you must not use the Content, Subscription, or Service.
TERMINATION BY PIVOT
Our business may change over time, and we reserve the right to terminate, cancel, or suspend any Subscription or account and change Content, in whole or in part, and to terminate your access to and use of the Content or any part of the Service at our discretion without notice. If we do so, we may give you a prorated refund based on the number of days remaining in your Subscription unless we terminate your Subscription or access to Content for conduct that we determine, in our discretion, violates the Terms, violates any applicable law, involves fraud or misuse of the Content, Subscription or Service, or is harmful to our interests or another user. Our failure to insist upon or enforce your strict compliance with the Terms will not constitute a waiver of any of our rights. Upon termination and regardless of the reason(s) motivating such termination, your right to access the Content available through the Platform will immediately cease. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith. You may not bring a claim against us for suspending or terminating another person’s account, and you agree you will not bring such a claim. If you bring such a claim, you are responsible for the damages caused, including attorney’s fees and costs. These terms remain in effect even if you no longer have an account.
DISPUTES WILL BE SETTLED BY BINDING ARBITRATION
Any dispute or claim relating in any way to these Terms or your use of the Content, Subscription, or Service will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow these Terms as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the attention of Kraig Long, c/o Nelson Mullins Riley and Scarborough, Suite 1100, 150 Fourth Avenue North, Nashville, TN 37219, with a cc to PivotOTT, Suite 3752, 2451 Cumberland Parkway Southeast, Atlanta, GA 30339. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. The AAA rules will govern all payments of all filings, administration, and arbitrator fees. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Pivot will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the Venue or at another mutually agreed-on location. We each agree that any dispute resolution proceedings will be conducted only individually and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights. If any term of this Section is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable, and that comes closest to expressing the intention of such invalid or unenforceable term.
When you use the Platform, Content or Services, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this site or through the other Platform, Content, or Services, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
COPYRIGHT AND TRADEMARKS
Except for Creator Content, all Pivot Content included in or made available through Pivot is the property of Pivot or its content suppliers and protected by the United States and international copyright laws. All trademarks, graphics, logos, page headers, buttons, icons, scripts, and service names included in or made available through Pivot are trademarks or trade dress of Pivot in the U.S. and other countries. Pivot’s trademarks and trade dress may not be used in connection with any product or service that is not Pivot’s, in any manner that is likely to confuse customers, or in any way that disparages or discredits Pivot. All other trademarks not owned by Pivot but available via the Platform, Content, or Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Pivot.
INTERNATIONAL USE, SANCTIONS, AND EXPORT POLICY
Although this Platform may be accessible worldwide, Pivot makes no representation that materials on this Platform are appropriate or available for use in locations outside the United States. Those who choose to access this Platform from other locations do so on their initiative and at their own risk. If you choose to access this Platform from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to the taxation of products purchased over the Internet. Any offer for any Content or Service and/or information made in connection with this Platform is void where prohibited. You may not use any Pivot Content or Services if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Pivot Platform, Content, or Services. You must comply with all U.S. or other export and re-export restrictions that may apply to goods, software, technology, and services.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THE PLATFORM, CONTENT OR SERVICES AND ALL INFORMATION, MATERIALS, PRODUCTS (INCLUDING APPS) AND OTHER SERVICES OR CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM, SERVICES, ARE PROVIDED BY PIVOT ON AN “AS IS” AND “AS AVAILABLE” BASIS UNLESS OTHERWISE SPECIFIED IN WRITING. PIVOT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PIVOT PLATFORM, CONTENT OR SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING APP) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PIVOT PLATFORM, CONTENT OR SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PIVOT PLATFORM, CONTENT, OR SERVICES IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY LAW, PIVOT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PIVOT DOES NOT WARRANT THAT THE PLATFORM, CONTENT OR SERVICES, INFORMATION, MATERIALS, PRODUCTS (INCLUDING APPS), OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PIVOT PLATFORM, CONTENT OR SERVICES, PIVOT’S SERVERS, OR ELECTRONIC COMMUNICATIONS SENT FROM PIVOT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULL EXTENT PERMISSIBLE BY LAW, PIVOT WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY PIVOT SERVICE OR ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY PIVOT SERVICE, INCLUDING, BUT NOT LIMITED TO PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY PLATFORM REFERENCED OR LINKED TO FROM THIS SITE WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. IF THE APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR DAMAGES, YOU AGREE THAT IN NO EVENT SHALL THE TOTAL LIABILITY OF PIVOT TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION OF ANY KIND EXCEED ONE HUNDRED DOLLARS ($100.00).
FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROMISES REGARDING CONTENT OR CONTENT OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH THE THIRD PARTY THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
You will indemnify us from all losses and liabilities, including legal fees, that arise from these terms or relate to your use of the Platform and Services. We reserve the right to exclusive control over the defense of a claim covered by this clause. If we use this right, you will help us in our defense. Your obligation to indemnify under this clause also applies to our subsidiaries, affiliates, officers, directors, employees, agents, and third-party service providers.
JURISDICTION AND GOVERNING LAW
These Terms shall be construed, governed, and enforced under the laws of the United States and the State of Georgia (without regard to rules governing conflict of laws). You agree that the venue for all actions relating in any manner to these Terms shall be in Fulton County, Georgia. If the Arbitration and Class Action Waiver are found to be unenforceable, each party hereby consents and submits to the in personam jurisdiction of the federal or state courts located in Fulton County, Georgia, and to the extent permitted by law, hereby consents that all services of process may be made by any nationally recognized overnight courier, or by certified or registered mail, postage prepaid and return receipt requested. Each party waives any objection based on forum non conveniens and waives any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above. Each party agrees that a final judgment in any such action shall be conclusive and may be enforced in any other jurisdiction in any manner provided by law.
GOVERNMENT END USERS
If you are a U.S. Government end-user, we are licensing any Content or Services to you as a “Commercial Item” as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Content or Services are the same as the rights we grant to all others under these Terms.
MISCELLANEOUS CONDITIONS APPLICABLE TO ALL SUBSCRIBERS OF THE PLATFORM
In addition to any excuse provided by applicable law, Pivot shall be excused from liability for non-delivery or delay in delivery of products, Content, or Services available through our Platform arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. These Terms constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms may NOT be altered, supplemented, or amended by using any other document(s). To the extent that anything in or associated with this Platform is in conflict or inconsistent with these Terms, these Terms shall take precedence. If you learn that any Content is subject to a threatened or actual third party claim of infringement, violation of another right, or any other claim for which Pivot, the Content contributors, or any of their respective affiliates may be liable, you will promptly notify Pivot of any such claim. If Pivot, the Content contributors, or any of their respective affiliates learns of such a claim from you, the third party or otherwise and Pivot, in its sole good faith discretion, determine that the claim raises an unacceptable legal risk, upon notice from us, you will (i) remove the Content from your computer systems and storage devices (electronic or physical), and (ii) cease any future use of the Content at your own expense if possible. If you do remove and cease use of the Content, we may choose to refund your license fees for the applicable Content or without charge provide you with other content that we determine with your consent, not to be unreasonably withheld or delayed, is comparable, subject to the additional terms and conditions of these Terms. The Terms shall survive termination or expiration of your use of the Platform or your Subscription. Pivot, its content contributors, or any of their respective affiliates are intended third-party beneficiaries of these terms; nothing in these Terms, express or implied, is intended to or shall confer upon any other third party any rights, benefits, or remedies of any nature whatsoever. You shall promptly reimburse Pivot, its content contributors, and any of their respective affiliates for any costs (including reasonable attorneys’ fees and court costs) that are incurred in collecting any Fees or enforcing these Terms.