Terms of Service
Pivot Payables, Inc. Terms of Service
updated June 3, 2020
PIVOT PAYABLES TERMS OF SERVICE These Pivot Payables Terms of Service (this “Agreement”) are entered into by and between Pivot Payables, Inc. (“Pivot Payables”), and you. You have been granted access to certain Pivot Payables hosted services (the “Service) by a customer of Pivot Payables (the “Customer”). These Terms of Service and the applicable agreement between Pivot Payables and the Customer govern your access to the Service. This Agreement sets forth the terms and conditions under which Pivot Payables agrees to provide, and you agree to obtain, access to the Service.
1. RESTRICTIONS AND CONDITIONS. You shall not, directly or indirectly: (a) attempt to sell, transfer, assign, rent, lend, lease, sublicense or otherwise provide third parties rights to the Service; (b) “frame,” “mirror,” copy or otherwise enable third parties to use the Service (or any component thereof) as a service bureau or other outsourced service; (c) allow access to the Service by multiple individuals impersonating a single end user; (d) use the Service in a manner that interferes with, degrades, or disrupts the integrity or performance of any Pivot Payables technologies, services, systems or other offerings, including data transmission, storage and backup; (e) use the Service for the purpose of developing a product or service that competes with the Pivot Payables online products and services; (f) circumvent or disable any security features or functionality associated with Service; or (g) use the Service in any manner prohibited by law. If you create a company or organization profile within the Service you represent and warrant that you have the authority to act on behalf of the applicable company or organization, and your creation of the company or organization profile on the Service has been expressly authorized by the applicable company or organization. Pivot Payables shall have the right to independently verify that the applicable company or organization has authorized your activities on the Service. If Pivot Payables determines in its sole discretion that you are not authorized to create the company or organization profile on the Service, Pivot Payables may, among other actions, (i) remove the applicable company or organization from the service including all data associated with the company or organization, (ii) and remove your access to the company or organization as a member of such company or organization, including your access to the Company Administrator Role for such company or organization. Pivot Payables reserves the right to remove your account from our Service including all data associated therewith in Pivot Payable’s sole discretion, including for the reasons set forth above.
2. COMPLIANCE WITH LAWS. The Pivot Payables software and Service are of U.S. origin. You shall adhere to all applicable state, federal, local and international laws and treaties in all jurisdictions in which you use the Service, including all end-user, end-use and destination restrictions issued by U.S. and other governments and the U.S. Export Administration Act and its associated regulations. You will not upload any data or information to the Service for which you do not have full and unrestricted rights. Notwithstanding anything to the contrary in this Agreement or any other agreement between the parties, you will not upload any data or information that is subject to government regulation, including without limitation, protected health information regulated under the Health Insurance Portability and Accountability Act of 1996 or sensitive financial information regulated under the Gramm-Leach-Bliley Act of 1999.
3. DATA AND CONTENT.
3.1 You will retain all rights to any data and content that you submit to the Service or otherwise provide Pivot Payables access to (“Your Data”).
3.2 Limited License. By submitting or providing access to Your Data, you grant Pivot Payables a license to use, copy, modify, create derivative works, publicly perform and distribute such content for the purpose of providing you with the Service, and for the purposes of improving Pivot Payables’ products and services. If you post data to public areas of the Service, you grant Pivot Payables a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license, sublicensable through multiple tiers, in all media now known or hereinafter created and for any purpose, license to use, copy, modify, create derivative works, publicly perform and distribute such data. You represent and warrant that you have sufficient rights to grant the foregoing licenses. The foregoing licenses include any personality or publicity rights encompassed in such content or data, and you acknowledge that Pivot Payables may use any such content or data to promote the Service.
3.3 Responsibility for Data. You and Customer are solely responsible for any content that you submit, post or transmit via the Service. You may not post or submit any of Your Data that: (i) infringes the copyright, trademark, or other intellectual property rights of any person; (ii) is defamatory; (iii) contains nudity or sexually explicit content, or is otherwise obscene; (iv) may disparage any ethnic, racial, sexual, religious, or other group by stereotypical depiction or otherwise; (v) depicts or advocates the use of illicit drugs; (vi) makes use of offensive language or images; (vii) characterizes violence as acceptable, glamorous or desirable; (viii) provides a link to any other websites; or (ix) provides a phone number, email or other personal contact information.
4. TERM AND TERMINATION. Your access to the Service will continue until such time as Customer withdraws such access, or Customer’s subscription to access the Service expires. Pivot Payables may also revoke or suspend your access for any reason in Pivot Payables’ sole discretion, including, for instance, in response to misuse of the Service, denial of service attack, violation of these terms or Pivot Payables’ published guidelines for use of the Service. Upon expiration or termination for any reason, you shall discontinue all use of the Service, and return any and all software and documentation provided to you by Pivot Payables within 30 days.
5. WARRANTY/ LIABILITY/ TOTAL LIABILITY.
5.1 Mutual Warranties. Each party represents and warrants to the other that it is duly authorized to execute this Agreement and perform the obligations set forth herein.
5.2 Disclaimer. THE SERVICE AND ANY PIVOT PAYABLES TRAINING, INSTRUCTION AND SUPPORT OR OTHER SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT (COLLECTIVELY, “SERVICES”) ARE PROVIDED STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR SATISFACTORY RESULTS ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY PIVOT PAYABLES, ITS SUPPLIERS AND ITS LICENSORS.
5.3 YOU acknowledge and agree that the Service may be subject to interruption, limitations, delays, and other problems inherent in the use of Internet applications and electronic communications. Pivot Payables is not responsible for any such delays, delivery failures, or any other damage resulting from events beyond Pivot Payables’ reasonable control, without regard to whether such events are reasonably foreseeable by Pivot Payables.
5.4 Limitation. YOU AND CUSTOMER’S EXCLUSIVE REMEDY AND PIVOT PAYABLES’, ITS SUPPLIERS’ AND LICENSORS’ TOTAL AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION OR ANY OTHER CLAIM SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED BY CUSTOMER, UP TO THE AGGREGATE AMOUNTS PAID BY CUSTOMER AND RECEIVED BY PIVOT PAYABLES HEREUNDER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES. CUSTOMER HEREBY RELEASES PIVOT PAYABLES, ITS SUPPLIERS AND LICENSORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION. THE PROVISIONS OF THIS SECTION DO NOT WAIVE OR LIMIT PIVOT PAYABLES’ ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR BREACH OF THIS AGREEMENT.
5.5 Exclusion of Certain Damages and Limitations of Types of Liability. IN NO EVENT WILL PIVOT PAYABLES BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, OR LOST PROFITS OR LOST REVENUE ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE. THE FOREGOING EXCLUSION AND LIABILITY LIMITATIONS APPLY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF STRICT OR PRODUCT LIABILITY.
5.6 Interpretation. The limitations in sections 5.4 and 5.5 are independent of each other. The limitation of damages set forth in section 5.4 shall survive any failure of essential purpose of the limited remedy in section 5.5.
6. GENERAL. This Agreement shall be governed by Washington law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction to the contrary, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Seattle, Washington. No joint venture, partnership, employment, agency or exclusive relationship exists between the parties as a result of this Agreement or use of the Service. Pivot Payables, its suppliers and licensors reserve all rights not expressly granted to you. The failure of Pivot Payables to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision. All disclaimers, limitations, payment obligations and restrictions of warranty shall survive termination of this Agreement, as well as the provisions of this “General” section shall survive termination of this Agreement. If any part of this Agreement is found to be illegal, unenforceable, or invalid, your right to use the Service will immediately terminate, except for those provisions noted above which will continue in full force and effect.