Terms & Conditions

Please Read Carefully Before Using This Website and Any Affiliated Software or Services:

These Terms of Use govern the use of Pivott software (the “Software” or “services”) and all product, features, and content therein as provided by Pivott Software Corporation (“Pivott,” the “Company,” “we,” “us,” or “our”) strictly subject to these Terms of Use.

Terms and Conditions

1. Pivott Software Corporation is the licensed distributor of intellectual property owned by Pivott Software Inc. References herein to “Pivott” or the “Company” refer to Pivott Software Corporation as the contracting party, except where context indicates the underlying intellectual-property owner. Pivott Software Inc. has developed software including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material (“Software”).

2. Your company (Licensee) wishes to use Pivott's Software and Services;

3. Pivott may, at any time, for any reason and without notice, (i) make changes to the Websites, Software or Services, including its look, feel, format, and content, as well as (ii) the products and/or services as described on the Websites. Any modifications will take effect when posted to the Websites, Software or Services. Therefore, each time you access or use the Websites, Software or Services, you need to review the Terms of Use upon which access and use of the Websites or Software is conditioned. By your continued use of the Websites after changes are posted, you will be deemed to have accepted such changes.

4. In these terms we use the following definitions:

Client Administrators

For the purposes of this Agreement, “Administrators” means the individual so designated by Client on the Order Document. An Administrator has full administrative privileges for all Software and Services, including without limitation (i) creating, deleting or modifying databases or user accounts; (ii) creating, deleting, copying, restoring or requesting copies of databases; (iii) requesting security and audit reporting; (iv) security class modification; and (v) site modification. Once named, the Administrator(s) shall have sole authority to instruct Pivott and make decisions on behalf of Client regarding Client's use of the Software or Services. Pivott shall be entitled to rely upon any representation of the Administrator(s) without further verification of authority. Pivott may, from time to time, in its sole discretion, require written documentation of Client verifying the authority or continued authority of any Administrator, which Client shall provide upon request. At least one (1) Administrator must be a Designated Support Contact. An Administrator must be an employee of the Client.

Client User

For the purposes of this Agreement, “Client User” means a Client employee or Client Affiliate, acting directly on behalf of Client and using the Software or Services solely for the purpose of the Client's internal business operations. If an Affiliate is a Client User, Client warrants that it has the authority to bind such Affiliate(s) to the terms of the Agreement and any applicable Schedule and further warrants that Client shall be jointly and severally responsible (with any such Affiliates) for a breach of such terms by its Affiliates. Client shall only permit Client Users to access and use any Software or Service and represents and warrants that all Client Users shall comply with the terms and conditions of use set forth in this Agreement and each such Client User shall be bound by a nondisclosure agreement with provisions that are at least as restrictive as the terms of this Agreement. Client shall indemnify and hold Pivott harmless for all loss, damages, costs and expenses (including reasonable attorneys' fees) incurred by Pivott for any breach or other violation of this Agreement by a Client User. An independent contractor, agent or other third party acting on behalf of Client may be deemed a Client User upon prior written consent of Pivott, which Pivott shall determine in its sole discretion, and may require such independent contractor, agent or other third party to certify with or enter contractual terms with Pivott acceptable to Pivott. In no event shall the combined use of the Software or Services hereunder by Client and its Client Users exceed the Licensed Metrics authorized under the applicable Order Document.

NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows:

1. License

Subject to Your payment of the Fees, You are granted a non-exclusive, non-transferable license to permit Users and Affiliates to use the Services (including any associated IPR and Confidential Information of Pivott) from the Effective Date for the term of each Order Form for Your internal business operations. No additional implied rights are granted beyond those specifically mentioned.

User Accounts

Customer is responsible for activity occurring under its User accounts and shall ensure that it and its Users abide by all laws, treaties, and regulations applicable to Customer's use of the Hosted Applications. Customer shall: (i) notify Pivott promptly of any unauthorized use of any password or account or any other breach of security; (ii) notify Pivott promptly and use reasonable efforts to promptly stop any unauthorized use, copying, or distribution of the Hosted Applications that is known or suspected by its Users; (iii) not impersonate another Pivott user or provide false identity information to gain access to or use the Hosted Applications or Pivott Platform; and (iv) restrict each User account to only one authorized User at a time.

Restrictions

Except as otherwise permitted under this Agreement, Customer shall not (i) license, sublicense, sell, resell, transfer, rent, lease, assign (except as provided in Assignment), distribute, disclose, or otherwise commercially exploit the Hosted Applications; (ii) copy, modify or make derivative works based upon the Hosted Applications; (iii) “frame” or “mirror” the Hosted Applications on any other server or device; (iv) access the Hosted Applications for competitive purposes or use the Hosted Applications for application service provider, timesharing or service bureau purposes, or any purpose other than its own internal use, (v) decompile, disassemble, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Hosted Applications, (vi) remove, obscure or modify a copyright or other proprietary rights notice in the Hosted Applications; (vii) use the Hosted Applications to send or store infringing, obscene, threatening, libelous, or otherwise unlawful material; (viii) use the Hosted Applications to create, use, send, store, or run material containing software viruses, worms, Trojan horses or otherwise engage in any malicious act or disrupt the security, integrity or operation of the Hosted Applications or the Pivott Platform; (ix) attempt to gain or permit unauthorized access to the Hosted Applications or its related systems or networks; or (x) permit or assist any other party (including any User) to do any of the foregoing. The Product Centers and Output must be used in accordance with the Governing Documents and solely for Site Owner's internal business operations. Except as otherwise provided in the applicable Product Specifications, a Product Center may be used for only the management or operation of the Site(s) identified on the Order Form.

Source Code

Nothing in this Agreement shall be construed to mean, by inference or otherwise, that You have any right to obtain source code for the software comprised within the Services. Disassembly, decompilation or reverse engineering and other source code derivation of the software comprised within the Services is prohibited. To the extent that You are granted the right by law to decompile such software in order to obtain information necessary to render the Solution or Services interoperable with other software Pivott will provide access to any relevant source code or information provided that You make a written request identifying the relevant details of the Services with which operability is sought and the nature of the information needed. Pivott has the right to impose reasonable conditions including but not limited to the imposition of a reasonable fee for providing such access and information.

Designated Support Contacts

Customer shall ensure that Customer's Designated Support Contacts are trained on the use and administration of the Hosted Applications. Customer shall ensure that the name, contact and other information for these Designated Support Contacts are current in the Support Portal. Customer may replace Designated Support Contacts by updating the applicable information in the Support Portal, provided that at no time may Customer have more than the number of Designated Support Contacts permitted based on its Support Level.

Monitoring

Pivott reserves the right to electronically monitor Your use of the Services to the extent required for the provision of the Services and to ensure adherence to the Services within the Order Form.

2. Termination

Either party may terminate this agreement, for any reason, in writing by providing 30 days notice.

3. Testing and Enhancements

In consideration for receiving any Software modules early for testing consideration, Licensee will notify Pivott of all problems and ideas for enhancements which come to Licensee's attention during the period of this Agreement, and hereby assigns to Pivott all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.

4. Software Confidentiality

Licensee agrees that Software is the sole property of Pivott Software and includes valuable trade secrets of Pivott Software. Licensee agrees to treat Software as confidential and will not without the express written authorization of Pivott Software:

• Demonstrate, copy, sell or market Software to any third party; or
• Publish or otherwise disclose information relating to performance or quality of the Software to any third party; or
• Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate Software or any portion thereof.

5. Mutual Confidentiality

Each party agrees that at all times during the term of this Agreement, and thereafter, each party will hold in confidence, and will not, other than for purposes of this Agreement or an Order or Statement of Work (SOW), use or disclose to any third party any Confidential Information of the other party except as approved in writing by both parties. The term “Confidential Information” shall mean all non-public information that each party designates as being confidential, which under the circumstances of disclosure ought to be treated as confidential. “Confidential Information” includes, without limitation, the terms of this Agreement and any Order or SOW, intellectual property, marketing or promotion of any product or service of either party, business policies or practices of either party, customers or suppliers of either party or information received from others that either party is obligated to treat as confidential. “Confidential Information” does not include information that was (a) previously known without restriction, (b) received from a third party without restriction, (c) independently developed without use of the Confidential Information, or (d) information that becomes publicly available through no fault of the receiving party.

Except with the disclosing party's prior written permission, the receiving party shall not disclose or use any Confidential Information of the disclosing party for any purpose outside the scope of this Agreement to anyone other than to its Affiliates' directors, officers, employees, representatives, and advisors (collectively “Representatives”) who have a need-to-know such Confidential Information and are bound by obligations of confidentiality at least as stringent as those herein, and provided the receiving party shall remain liable to the disclosing party for any breach of the confidentiality and non-use obligations by any such Representatives. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care). If the receiving party is compelled by law to disclose Confidential Information of the disclosing party, it shall provide the disclosing party with prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at disclosing party's cost, if the disclosing party wishes to contest the disclosure, and any information so disclosed shall continue to be treated as Confidential Information for all other purposes.

Remedies

Except as expressly provided in this Agreement, if the receiving party discloses or uses (or threatens to disclose or use) any Confidential Information of the disclosing party in breach of confidentiality protections hereunder, the disclosing party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

6. Disclaimer

Software is provided “AS IS” without warranty of any kind. The entire risk arising out of the use or performance of Software remains with Licensee. In no event shall Pivott Software be liable for any damage whatsoever arising out of the use of or inability to use Software, even if Pivott Software has been advised of the possibility of such damages.

7. Limitation of Liability

The Company and its Licensors shall not be liable for loss of use, lost profit, cost of cover, loss of data, business interruption, or any indirect, incidental, consequential, punitive, special, or exemplary damages arising out of or related to the Service or this Agreement, however caused and regardless of the form of action, whether in contract, tort (including negligence) strict liability, or otherwise, even if such parties have been advised of the possibility of such damages. In no event will Company's aggregate cumulative liability for any claims arising out of or related to this Agreement exceed the amount the recipient actually paid under this agreement (if any) in the one (1) month preceding the claim.

8. Governing Law

These Terms of Use shall be governed by, and disputes resolved in, the jurisdiction determined according to which party is bringing action or complaint against the other: (i) if action is brought by Pivott, then the laws and venue of the jurisdiction where the Customer is domiciled, provided that the Customer is domiciled in the United States of America (otherwise, where Pivott is domiciled); (ii) if action is brought by the Customer, then the laws and venue of the jurisdiction where Pivott is domiciled. If an applicable law is in conflict with any part of the Terms of Use, the Terms of Use will be deemed modified to conform to the law.

9. Entire Agreement

This Agreement constitutes the entire and only agreement between the parties for the Software described in the General Terms of this Agreement and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.

10. Compliance with Laws

Licensee shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.

11. Waiver

Failure of Pivott Software to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.

12. Severability

If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.

13. Disclaimers and Limitation of Liability

Limitations of Liability

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY'S TOTAL AND AGGREGATED LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER UNDER THIS AGREEMENT IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY UNDER THIS AGREEMENT. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. THE FOREGOING SHALL NOT LIMIT CUSTOMER'S OBLIGATION TO PAY FEES LEGALLY OWED UNDER THIS AGREEMENT.

Third Party Software and Content

From time to time, Pivott may utilize Third Party Software and Content in order to deliver the Software or Services to its Clients. Client's use of the Third Party Software and Content is subject to and Client shall comply with the terms of any applicable Third Party EULAs. The licensors of such Third Party Software are intended third party beneficiaries with rights to enforce the Third Party EULAs. Pivott has no control over Third Party Software providers or the availability of the Third Party Software and Content. In its discretion, Pivott may add, remove, and/or substitute any Third Party Software. THE PROVISION OF CONTENT IS SUBJECT TO AVAILABILITY FROM THIRD PARTY CONTENT PROVIDERS AND PIVOTT SHALL HAVE NO LIABILITY SHOULD SUCH CONTENT BECOME UNAVAILABLE FOR ANY REASON OR IS NO LONGER AVAILABLE UNDER REASONABLE COMMERCIAL TERMS. PROVIDED THAT PIVOTT IS OTHERWISE IN COMPLIANCE WITH ITS WARRANTY PROVISIONS UNDER THE APPLICABLE SCHEDULES, PIVOTT MAKES NO WARRANTY WITH RESPECT TO ANY THIRD PARTY SOFTWARE OR ANY CONTENT; AND CLIENT'S SOLE REMEDY WITH RESPECT TO SUCH THIRD PARTY SOFTWARE SHALL BE PURSUANT TO THE ORIGINAL LICENSOR'S WARRANTY, IF ANY, TO PIVOTT, TO THE EXTENT PERMITTED BY THE ORIGINAL LICENSOR. CONTENT AND THIRD PARTY SOFTWARE ARE MADE AVAILABLE ON AN “AS IS, AS AVAILABLE” BASIS.

Exclusion of Damages

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR OTHER SIMILAR DAMAGES OF ANY TYPE OR KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, PROFITS, USE, GOODWILL OR OTHER ECONOMIC ADVANTAGE), REGARDLESS OF THE CAUSE, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, EVEN IF THE PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF A PARTY'S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

Limitation of Liability Exclusions

NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL LIMIT A PARTY'S LIABILITY FOR ITS (A) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) FRAUD OR FRAUDULENT MISREPRESENTATION, (C) DEATH OR BODILY INJURY CAUSED BY NEGLIGENCE, (D) OBLIGATIONS EXPRESSLY STATED UNDER SECTION TITLED INDEMNIFICATION, OR (E) INFRINGEMENT BY A PARTY OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS.

Time to Bring Claim

NO CLAIM ARISING OUT OF THE AGREEMENT, REGARDLESS OF FORM, MAY BE BROUGHT AGAINST PIVOTT MORE THAN THE SHORTER OF ONE YEAR OR THE MINIMUM PERIOD ALLOWED BY LAW AFTER THE CAUSE OF ACTION HAS OCCURRED.

Survival

THIS SECTION SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDY.

14. Currency

Currency shall be United States Dollars (USD) unless otherwise specified in writing.

15. Exclusive Remedies

The parties agree that the remedies provided herein shall be the sole and exclusive remedies available to them with respect to any breach or failure to perform under this Agreement. No other remedy, legal or equitable, including but not limited to damages, injunctive relief, or rescission, shall be available to either party, except as expressly provided for in this Agreement.

16. Customer Obligations

• The Customer shall maintain periodic backups of all data uploaded and/or created in Pivott.
• The Customer is responsible for their own penetration testing, cyber fraud training, and enforcement of multi-factor authentication for single-sign-on (SSO) applications used to access Pivott.
• The Customer agrees that they shall not charge the Company any fees, costs, or expenses associated with the performance of this Agreement. Nor shall the Customer cause the Company any fees, costs, or expenses through any third party. In the event that the Customer breaches this provision, the Customer shall indemnify and hold harmless the Vendor from and against any and all liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) incurred by the Vendor as a result of such breach.
• Client is responsible for notifying the Company of all billing information changes.
• The Software is designed to be used for residential and/or commercial property management. If the Client is not the owner of such property or not the owner of all such properties for which the Software or any Service is utilized, but rather, Client is the manager for the owner of such property (with the non-Client property owner defined as “Owner”), then Client represents that Owner either: (i) is entering this Agreement directly in privity with Pivott; or (ii) is the duly appointed agent of the Owner and has the authority to enter into and perform the Agreement and use the Software and Services pursuant to the terms set forth in the Agreement.
• Client shall at all times be solely liable for the payment of all fees and the observance of all obligations, terms and conditions of the Agreement, regardless of any action, inaction or non-payment by any Owner. Client shall keep Pivott apprised in writing at all times of the identity and contact information of the Owner, and if Client's relationship changes with respect to the Owner (by way of example and not by way of limitation, such as if Client's agency or management relationship with Owner terminates).
• If Client's relationship with an Owner or a particular property terminates for any reason, Client shall continue to be liable for any and all fees related to such Owner or property regardless of when such fees are billed by Pivott. Client shall immediately notify Pivott in the event of any change in ownership or control (including any change in control pursuant to a management contract) of Client, Owner or any of the properties, sites, or communities authorized for use of any Software or SaaS Service. Client shall undertake all reasonable efforts to assist in deactivating the ability of any such sold or transferred properties, sites and communities to use or benefit from any Software or SaaS Service. Client shall remain fully liable for the use of any Software or SaaS Service until proper notification is completed.

17. Company Obligations

Provision of the Hosted Applications

Pivott will make available to Customer, and Customer and its Affiliates are authorized to use the Hosted Applications during the Subscription Term as set forth in an applicable Order Form for their internal business purposes in accordance with the Documentation.

Security

Pivott has implemented and shall maintain a written information security program of policies, procedures, and controls (“Security Program”) governing the processing, storage, transmission, and security of Customer Data. The Security Program shall include industry standard practices designed to protect Customer Data from unauthorized access, acquisition, use, disclosure, or destruction. Pivott may periodically review and update the Security Program to address new and evolving security technologies, changes to industry standard practices, and changing security threats, provided that any such update does not materially reduce the overall level of security provided to Customer as described herein.

Breach Notification

Pivott shall report to Customer's support contacts designated in Pivott's customer support portal (“Support Portal”) the accidental or unlawful alteration, unauthorized disclosure of, or access to Customer Data (“Breach”) within 24 hours, after Pivott determines that a Breach has occurred, unless restricted by law. Accordingly, Pivott shall share information about the nature and consequences of the Breach that is reasonably requested by Customer to enable it to notify affected individuals, government agencies and/or credit bureaus. Customer has sole control over the content of Customer Data and is solely responsible for determining whether to notify impacted individuals and the applicable regulatory bodies or enforcement commissions and for providing such notice. Customer shall ensure that the support contacts designated in Pivott's customer support portal are current and ready to receive any breach notification from Pivott.

Insurance Program

Pivott has in place and shall maintain during the Agreement an industry standard insurance program to help manage risk that contains terms no less stringent than the following:

Return of Customer Data

Customer will only have until the effective date of termination of the Agreement (“Transition Period”) to download any Customer Data. Upon such request, at no additional cost to Customer, Pivott will promptly make available for download transactional records from standard objects included in the outbound integrations in industry standard format (e.g., JSON, CSV) at time of decommissioning along with attachments in their native format (e.g., PDF, JPEG). For clarity, such data will not include system generated log files or Pivott specific configuration data. After the Transition Period, Pivott shall have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control. For purposes of clarification, archival copies of Customer Data will be maintained subject to Pivott's standard data backup and retention processes and subject to Pivott's confidentiality obligations herein.

Transition Services

Additionally, if Customer elects to purchase transition services upon termination of the Agreement, Pivott shall provide transition services to facilitate the orderly and complete transfer of the Customer Data to Customer or to any replacement provider designated by Customer (“Transition Services”), provided that the scope and fees of the Transition Services shall be mutually agreed in a statement of work prior to commencing Transition Services. Notwithstanding the provisions of this Section, in no event shall Pivott be required to disclose any of its Confidential Information or provide a license under any of its intellectual property to Customer or any third party as part of the Transition Services. For the avoidance of doubt, if Customer elects to receive Transition Services, Customer shall continue to pay pro-rated subscription fees for the use of the Hosted Applications during the transition period.

Updates and Changes

Unless specified otherwise, no explicit or implied license to future software or services or derivatives thereof, is granted under this license. All updates and changes to the software and services after the Effective Date shall be considered out of the scope of this Agreement unless granted at the sole discretion of the Company for no additional fee or by mutual written agreement of the Parties for an additional fee.

18. Change of Ownership or Management

In the event that a Property is sold or there is a change in management company, the Owner/Manager reserves the right to terminate this contract upon providing 30 days' written notice to Company. Upon such termination, all obligations and liabilities of both parties shall cease except for those obligations and liabilities that expressly survive termination under this Agreement. The terminating party shall not incur any penalty for such termination.

19. Intellectual Property

Pivott's Intellectual Property Rights

As between Pivott and Customer, all right, title, and interest in and to the Hosted Applications, Documentation, and Pivott Platform (including all rights therein, and all derivatives, translations, modifications, and enhancements thereof) are, and shall remain, owned exclusively by Pivott notwithstanding any other provision in this Agreement, Order Form, or statement of work hereunder. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Hosted Applications, Pivott Platform, or Documentation. The Pivott name, logo and product names are trademarks of Pivott, and no right or license is granted to use them. All rights not expressly granted to Customer are reserved by Pivott. Pivott alone shall own all rights, title, and interest in and to any suggestions, enhancement requests, feedback, or recommendations provided by Customer or any third party relating thereto.

Customer Data

As between Customer and Pivott, Customer exclusively owns all rights, title, and interest in and to all Customer Data. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use all Customer Data, and hereby warrants that it has and will continue to have all rights and consents necessary to allow Pivott to use all such data as contemplated by this Agreement. Customer hereby grants to Pivott a royalty-free, fully paid, non-exclusive, non-transferable (except as set forth in Assignment during change of ownership or change of management), sub-licensable, worldwide right and license to reproduce, use, process, transfer, and store Customer Data solely for the purposes of performing Pivott's obligations under this Agreement and any other activities expressly agreed to by Customer.

Use of Aggregate Data

Customer agrees that as part of providing the Hosted Applications, Pivott may collect, use, and disclose quantitative data derived from the use of the Hosted Applications for service improvements, industry analysis, benchmarking, analytics and supporting Customer's usage of the Hosted Applications. All data disclosed will be in aggregate and anonymous form only and will not identify Customer or its specific Users or its relationship to their suppliers.

Sister Companies

Sister Companies, including Roofoveryourhead Marketing Ltd. Company may share your information with members of the Company's corporate family to provide joint content and services (like registration, transactions and customer support), to help detect and prevent potentially illegal acts and violations of our policies, and to guide decisions about their products, services and communications. Members of our corporate family will use this information to send you marketing communications only if you've requested their services.

Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate (parent corporations, subsidiary corporations, or corporations with the same controlling parties) or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. This Section operates in addition to, and does not replace, the change-of-ownership provisions.

20. Taxes

Pivott's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, including for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”) and Customer shall be responsible for payment of all Taxes associated with this Agreement and all Order Forms, except that Pivott is solely responsible for taxes assessable against Pivott based on Pivott's net income, property, and employees. The Customer shall not withhold any Fees for taxation nor remit any amounts for taxations except amounts above and beyond that charged by Company.

21. Warranties

Pivott's Obligations

Pivott warrants, during the Subscription Term, that: (i) Customer's production instances of the Hosted Applications shall materially conform to the Documentation; and (ii) the functionality of the Hosted Applications at the time of the Order Form shall not materially decrease during the Subscription Term.

Procedure

To submit a warranty claim under this Section, Customer shall provide written notice of a warranty claim specifying the non-conformity. If the non-conformity persists without relief more than 30 days after written notice of a warranty claim provided to Pivott under this Section, then Customer may terminate the affected Hosted Applications and Pivott, as its sole liability in connection with a breach of this warranty, shall refund to Customer any prepaid subscription fees covering the remainder of the Subscription Term of the affected subscription after the effective date of termination. Notwithstanding the foregoing, this warranty shall not apply to any non-conformity due to any modification of or defect in the Hosted Applications that is made or caused by someone other than Pivott (or someone acting at Pivott's direction).

Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PIVOTT DOES NOT MAKE ANY OTHER REPRESENTATION, WARRANTY, OR GUARANTY, AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE HOSTED APPLICATIONS, PIVOTT PLATFORM, UPDATES, DOCUMENTATION, SUPPORT AND/OR ANY OTHER PIVOTT SERVICES PROVIDED OR OFFERED HEREUNDER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES PROVIDED HEREUNDER ARE PROVIDED STRICTLY ON AN “AS IS” BASIS AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

22. Indemnification

Pivott

• defend Customer, its officers, directors, and employees against any third party suit, claim, or demand (each a “Claim”) that alleges the Hosted Applications used in accordance with this Agreement and the applicable Order Form infringe any issued patent, copyright, trademark or misappropriate any trade secret of, such third party; and
• pay any court-ordered award of damages or settlement amount which may include any expense, liability, loss, damage, costs or reasonable attorney's fees, each to the extent payable to a third party, to the extent arising from such Claims. Notwithstanding the foregoing, if Pivott reasonably believes that Customer's use of any portion of the Hosted Applications is likely to be enjoined by reason of any Claims then Pivott may, at its expense and in its sole discretion: (i) procure for Customer the right to continue using the Hosted Applications; (ii) replace the same with other products having substantially equivalent functions that are not subject to any Claims of infringement; or (iii) modify the applicable Hosted Applications so that there is no longer any infringement, provided that such modification does not materially and adversely affect the functional capabilities of the Hosted Applications as set out herein or in the applicable Order Form. If (i), (ii), and (iii) above are not available on commercially reasonable terms in Pivott's judgment, Pivott may terminate the affected Hosted Applications and refund to Customer the fees paid by Customer covering the remaining portion of the applicable Subscription Term for the affected Hosted Applications after the date of termination. The foregoing indemnification obligation of Pivott shall not apply: (1) if the Hosted Application is modified by any party other than Pivott (or someone acting at Pivott's direction), but solely to the extent the alleged infringement is related to such modification; (2) if the Hosted Application is combined with other non-Pivott products, applications, or processes not authorized in writing by Pivott, but solely to the extent the alleged infringement is related to such combination; (3) to the extent the Claim arises in connection with any unauthorized use of the Hosted Application, or use that is not in compliance with any applicable laws, regulations, and/or Documentation; (4) to any third-party products, processes or materials (except for such third-party items provided by Pivott within the Hosted Applications); or (5) to any Claims arising as a result of the content of the Customer Data. THIS SECTION SETS FORTH PIVOTT'S SOLE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

Customer

• defend Pivott, its officers, directors, and employees against any Claim that arises from the Customer Data or that relates to a dispute between Customer and its supplier; and
• pay any court-ordered award of damages or settlement amount which may include any expense, liability, loss, damage, costs, or reasonable attorney's fees, each to the extent payable to a third party, to the extent arising from such Claims. Customer's indemnification obligation shall not apply: (1) if the Customer Data is modified by Pivott or by any party under Pivott's control, without Customer's authorization but solely to the extent the Claim is caused by such modification; or (2) to the extent the Claim arises as a result of any use or disclosure of the Customer Data by Pivott not contemplated by this Agreement.

Indemnity Conditions

• the indemnified party shall promptly notify the indemnifier in writing of any Claims (provided, however, that the failure to give prompt written notice shall not limit the rights to indemnification except to the extent that the indemnifier is materially prejudiced by such failure);
• the indemnifier shall have sole control of the defense and all related settlement negotiations with respect to any Claims (provided that the indemnifier may not settle any Claims that require the indemnified party to admit any civil or criminal liability or incur any financial obligation without the indemnified party's consent, which consent shall not be unreasonably withheld); and
• the indemnified party shall cooperate fully to the extent necessary at the indemnifier's cost in such defense and settlement.

Client Reference

Unless otherwise instructed by you, you agree that the Company may identify you as a recipient of services and use your logo in sales presentations, marketing materials, and press releases.

Privacy & Personal Data

Please see pivott.io/privacy.

Invoicing & Payments

Pivott prices increase every year on January 1st by the greater of either 4% or inflation, as determined by the 12-month trailing rate published by the US Department of Labor Statistics.

Any invoice outstanding past 60 days will result in termination of all products and/or services. Please note that check numbers and pictures of checks will not be accepted as proof of payment. To ensure products/services are restored as quickly as possible, we recommend mailing checks through an express courier service or submitting payment through our credit card system or through ACH/Direct Deposit.

If over 50% of the portfolio is past 120 days overdue, please note that all products and/or services and further onboardings will be suspended until all outstanding payments for all outstanding communities have been received.

All overpayments will be added to the appropriate account as a credit. Credits may be applied to any open or upcoming invoices as needed at no charge. Refunds are only processed when requested by the client and are subject to an automatic $25 processing fee. No refunds will be issued for amounts below $35 unless the Company is solely at fault. For canceled properties, credits shall be applied in the following order:

• Outstanding invoices for the same property;
• Future invoices for the same property;
• Outstanding invoices for other properties of the same owner;
• Outstanding invoices for canceled subscriptions within the same management company.
• Unclaimed credits shall expire after 12 months.

Notices

Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered mail or courier, or transmitted by email to the respective addresses provided by the Parties. Any such notice shall be deemed to have been received: (i) if delivered personally, on the date of delivery; (ii) if sent by registered mail or courier, on the fifth (5th) business day after the date of posting or dispatch; or (iii) if transmitted by email, on the next business day following the date of transmission, provided that no notice of non-receipt is received by the sender. Either party may change its address for notice by giving notice to the other party in accordance with this clause.

Use of Artificial Intelligence Tools and Third-Party Services

You acknowledge and agree that we may utilize artificial intelligence technologies to process, analyze, or otherwise handle data that you provide to us (including any content you upload, transmit, or store through our services). By using our services, you explicitly grant us the right to submit, transfer, and make available your data to such third-party AI tools and platforms for the purpose of providing and improving our services. This may involve transmitting and processing your data on servers and systems not operated by us. We make reasonable efforts to engage reputable third-party AI providers; however, we cannot guarantee the security or privacy practices of these third parties. You acknowledge and accept that your data may be subject to the terms, policies, and practices of these third-party providers, and you consent to any associated risks. If you do not agree to these terms, please refrain from using our services.

Third Party Collection

Based on the third party product used, we may collect the following information: chat conversations, with phone or video recordings. Information may also be collected by use of screen/interaction/event logging and recordings. Email may pass through intermediaries. Database visualization tools may be used to generate reports and email digests. Billing services will be used to generate invoices and process payments. We may also use third-party services that collect, monitor, and analyze our website traffic and overall online marketing efforts. Automation services may be used as an intermediary to send and receive data between our first and third-party systems. The information collected by screen recordings may include the name of user's internet service provider, the website from which user visited us from, the parts of our website or software the user is visiting/using including tracking of cursor movements, the date and duration of user's visit, and information from the device (device type, operating system, screen resolution, language, country user is located in, and web browser type).

Force Majeure

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control (a “Force Majeure Event”). The party suffering a Force Majeure Event shall use reasonable efforts to mitigate against the effects of such Force Majeure Event. For the avoidance of doubt, a Force Majeure Event does not limit Customer's obligations to pay fees duly owed to Pivott. If the effects of the Force Majeure Event continue unmitigated for a period of 30 consecutive days, then either party may terminate this Agreement and/or any Order Form, upon written notice to the other party, and Pivott, as its sole liability, shall refund any prepaid fees covering the remainder of the Subscription Term of the affected subscription after the effective date of termination.

Contact

To Company:
2261 Market Street
STE 86537
San Francisco, CA 94114
info@pivott.io