Terms of Service
1. Acceptance of Terms.
a. Talent Pitch Pro provides its Service (as defined below) to You through its website located at app. Talent Pitch Pro.com (the “Site”), subject to this TOS and the terms of Your Services Agreement. By accepting this TOS or by accessing or using the Service or Site, you acknowledge that You have read, understood, and agree to be bound by this TOS. In the event of a conflict of terms between this TOS and your Services Agreement, the terms of your Services Agreement shall govern your relationship solely with respect to any such conflicting terms. If You are entering into this Agreement on behalf of a company, business or other legal entity, you represent that You have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with this TOS, You must not accept this TOS and may not use the Service. As part of the registration process, You will be given one or more administrative user names and passwords for Your account(“Account”).
b. Talent Pitch Pro may change this TOS from time to time by providing thirty (30) days prior notice either by emailing the email address associated with your Account or by posting a notice on the Site. You can review the most current version of this TOS at any timehttps://www.talentpitchpro.com/terms-and-conditions The revised terms and conditions will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions.
2. Description of Service.
The “Service” is a communication and productivity software aiming to enable creators as well as the people they partner with. The Service includes access to Talent Pitch Pro content and data (“Talent Pitch Pro Content”) such as graphs and other presentations of last communication, tasks, as well as data that is not generated or maintained by Talent Pitch Pro (“Third Party Data”).Notwithstanding anything to the contrary contained in this TOS or any Services Agreement, Talent Pitch Pro makes no representations or warranties with respect to Third Party Data presented on its platform. Any new features added to or augmenting the Service are also subject to this TOS.
3. General Conditions/ Access and Use of the Service.
a. Subject to the terms and conditions of this TOS, You may access and use the Service only for permitted purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Talent Pitch Pro. You shall not (i)sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; including without limitation, the development of a competing platform or access point for use or access to Talent Pitch Pro Content, Talent Pitch Pro Intellectual Property (as hereinafter defined), or the Third Party Data; (ii) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components; (iii) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to reconstruct or obtain the source code to all or any portion of the Service; (v) access or use the Service for purposes of monitoring availability, performance, or functionality, or for any other benchmarking or competitive purposes; or (vi) use any person, automated script, software, or any other fraudulent or deceptive means, to click or otherwise activate any form of view, action, response mechanism, annotation, or advertising unit, so as to increase views, impressions, actions, or skew results. You shall comply with any policies or other notices Talent Pitch Pro provides You or publishes in connection with the Service. You will notify Talent Pitch Pro immediately if You learn of any unauthorized use of any username and password or any other known or suspected breach of security.
b. You will not use the Service to upload, download, display, perform, transmit, or distribute any content that is, nor will you engage in any activities that are, infringing, libelous, defamatory, erroneous, misleading, deceptive, offensive, hateful, obscene, pornographic, abusive, threatening, tortious, in violation of any privacy or intellectual property rights, or otherwise unlawful, or to transmit malicious code, viruses, time bombs, Trojan horses, or similar mechanisms, scripts, agents, bots, or programs.
c. You agree not to access the Service by any means other than through the interface that is provided by Talent Pitch Pro for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Talent Pitch Pro or any third party is granted to You in connection with the Service. Talent Pitch Pro reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) for any reason at all.
d. You are responsible for maintaining the confidentiality of You rlogin, password and account and for all activities that occur under Your login or account. You are responsible for any content or data You provide to Talent Pitch Pro (“Your Content”) and Talent Pitch Pro reserves the right to access Your Account in order to respond to Your requests for technical support and to investigate suspicious activity.
e. You understand that the operation of the Service, including Your Content, may be unencrypted and involve (i) transmissions over various networks; (ii) changes to conform and adapt to technical requirements of connecting networks or devices; and (iii)transmission to Talent Pitch Pro’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, You acknowledge that You bear sole responsibility for adequate security, protection and backup of Your Content. Talent Pitch Pro will have no liability to You for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content. The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Talent Pitch Pro has no control over such sites and resources and Talent Pitch Pro is not responsible for anything contained therein or any result from use thereof. You further acknowledge and agree that Talent Pitch Pro will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings You have with third parties found while using the Service are between You and the third party, and You agree that Talent Pitch Pro is not liable for any loss or claim that You may have against any such third party.
f. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Service and complies with all configurations and specifications set forth in Talent Pitch Pro’s published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, Your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Your Account or the Equipment with or without Your knowledge or consent.
g. You and Talent Pitch Pro will each have the right to include the other’s name on marketing materials that such party may prepare or distribute, subject to the prior written approval of the other party. In the event that such consent is granted, any such use by Talent Pitch Pro shall not imply or serve as an endorsement of Your goods or services.
h. Talent Pitch Pro shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service, and related systems and technologies(including, without limitation, information concerning Your Content and data derived therefrom), and Talent Pitch Pro will be free(during and after the term hereof) to (i) use such information and data solely to improve and enhance the Service and for other development, diagnostic, and corrective purposes in connection with the Service and other Talent Pitch Pro offerings; and (ii) disclose such data solely in aggregate form and without identifying You or Your clients or disclosing personally identifiable information of any individual and solely in connection with its business.
i. Talent Pitch Pro may use any reports, comments and suggestions in any form regarding the Service that You provide (collectively, the “Feedback”). You hereby grant Talent Pitch Pro a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate and use the Feedback.
j. You acknowledge that Talent Pitch Pro may establish general practice sand limits concerning use of the Service, including without limitation the maximum storage space that will be allotted on Talent Pitch Pro’s servers on Your behalf. You agree that Talent Pitch Pro has no responsibility or liability for the deletion or failure to store any content maintained or obtained by the Service.
k. The Service contains Third Party Data aggregated by Talent Pitch Pro from multiple sources. However, the nature of the Third Party Data and the collection processes limits the ability to independently verify and/or validate the Third Party Data and all Third Party Data is subject to change at any time without notice. Neither Talent Pitch Pro nor its Third Party Data sources warrant the comprehensiveness, completeness, accuracy or adequacy of the Third Party Data for any purpose. Talent Pitch Pro, its sources and their directors, employees, contractors, and agents disclaim all warranties, expressed or implied, as to any matter whatsoever and shall not be responsible for any loss or damage that may directly or indirectly arise as the result of the use of the Third Party Data contained in the Service.
l. Talent Pitch Pro is not liable for the acts, errors, omissions, representations, warranties, breaches, or negligence of any Brand or Creator, or for any personal injuries, death, property damage, or other damages or expenses resulting therefrom.
4. Payment.
You represent and warrant to Talent Pitch Pro that any payment information provided to Talent Pitch Pro is true, correct, and complete and that You are authorized to use the payment instrument. You will promptly update Your payment information with any changes (for example, a change in Your billing address or credit card expiration date) that may occur. You agree to pay Talent Pitch Pro the amount that is specified in the Services Agreement and payment plan in accordance with the terms of such plan and this Agreement. If You dispute any charges, You must let Talent Pitch Pro know within sixty (60) days after the date that Talent Pitch Pro invoices you. Talent Pitch Pro reserves the right to change the fee for the Service. If Talent Pitch Pro does change fee, Talent Pitch Pro will provide notice of the change to You at least thirty (30) days before the change is to take effect, during which time you may choose to terminate the Services Agreement upon written notice to Talent Pitch Pro. Your failure to terminate the Services Agreement within thirty (30) days after Talent Pitch Pro’s notice of the fee change constitutes your agreement to pay the changed amount. Unless otherwise stated in Your Services Agreement, full payment for invoices issued in any given month must be received by Talent Pitch Pro thirty (30) days after the mailing date of the invoice, or the Services Agreement may be terminated. You shall be responsible for all taxes associated with the Service other than taxes based on Talent Pitch Pro’s net income. In the event You fail to timely pay any amounts due under this Agreement, or if You otherwise breach this Agreement, Talent Pitch Pro reserves the right in its sole discretion to temporarily or permanently terminate your access to the Service.
5. Representations and Warranties.
You represent and warrant to Talent Pitch Pro that (i) You have full power and authority to enter into this TOS and the Services Agreement; (ii) You own all Your Content or have obtained all necessary permissions, releases, rights or licenses required to allow Talent Pitch Pro to perform its obligations in connection with the Service without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and Talent Pitch Pro’s exercise of all rights and license granted by You herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) You are thirteen (13) years of age or older, and if you are not at least 18 years old, You have your parent or legal guardian’s permission to use the Service, and Your parent or legal guardian has read and agrees to this TOS on your behalf. If You are a parent or legal guardian of a user under the age of 18, you agree to be fully responsible for the acts or omissions of such user in connection with the Service. Persons under the age of 13 do not have permission to use the Service.
6. Termination.
a. You may terminate this Agreement on sixty (60) days’ written notice to Talent Pitch Pro if any of the following events occur:
i. upon the bankruptcy or insolvency of Talent Pitch Pro, or the filing against Talent Pitch Pro of a petition in bankruptcy, or the making of an assignment for the benefit of creditors by Talent Pitch Pro, or the appointment of a receiver or trustee for Talent Pitch Pro or any of the assets of Talent Pitch Pro, or the institution by or against Talent Pitch Pro of any other type of insolvency proceeding;
ii. Talent Pitch Pro permanently ceases to offer the Service in its entirety; or
iii. Talent Pitch Pro is in Material Breach (as defined herein) of this Agreement. “Material Breach” shall mean a complete outage of the Service for more than ten (10) consecutive business days.
b. In addition to any other remedies Talent Pitch Pro may have, Talent Pitch Pro may terminate Your Account and this Agreement:
i. At any time by providing thirty (30) days’ prior notice to the administrative email address associated with Your Account; or
ii. Immediately with or without notice to You if You breach any of the terms or conditions of this Agreement.
c. Talent Pitch Pro reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) for any reason at all and may do so without notice in case of your breach of the TOS or any other agreement between you and Talent Pitch Pro. All of Your Content on the Service (if any) may be permanently deleted by Talent Pitch Pro upon any termination of Your Account in its sole discretion.
d. If Talent Pitch Pro terminates Your account pursuant to Section 6(b)(i), Talent Pitch Pro will refund the pro-rated, unearned portion of any amount that You have prepaid to Talent Pitch Pro for such Service.
e. If Talent Pitch Pro terminates Your account pursuant to Section 6(b)(ii), Talent Pitch Pro may in its sole discretion retain any unearned portion of any amount that You have prepaid to Talent Pitch Pro for such Service, in addition to any other remedies Talent Pitch Pro may have.
f. All of Talent Pitch Pro’s accrued rights to payment shall survive termination of this Agreement.
g. Upon termination or expiration of this Agreement, You agree that You will promptly delete any and all Talent Pitch Pro Content, Talent Pitch Pro Intellectual Property, and Third Party Data obtained from the Service.
7. DISCLAIMER OF WARRANTIES.
THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FOR SCHEDULED MAINTENANCE OR FOR UNSCHEDULED EMERGENCY MAINTENANCE, EITHER BY TALENT PITCH PRO OR BY THIRD-PARTY PROVIDERS, OR BECAUSE OF OTHER CAUSES BEYOND TALENT PITCH PRO’S REASONABLE CONTROL. THE SERVICE, INCLUDING THE SITE AND TALENT PITCH PRO CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND TALENT PITCH PRO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT TALENT PITCH PRO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM TALENT PITCH PRO OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
8. LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL TALENT PITCH PRO BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES (INCLUDING ATTORNEYS’ FEES) IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS AND THE SERVICES AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS AND THE SERVICES AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE STATES, TALENT PITCH PRO’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
9. Indemnification.
Subject to Section 8 herein (Limitation of Liability), each Party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party (the “Indemnified Party”) from and against any third-party claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from the Indemnifying Party’s breach of this Agreement. The Indemnified Party shall provide notice to the Indemnifying Party of any such claim, suit or demand. The Indemnifying Party reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, the Indemnified Party agrees to cooperate with any reasonable requests assisting the Indemnifying Party’s defense of such matter.
10. Copyright Policy.
Talent Pitch Pro does not condone nor authorize activities on or through the Service that infringe copyright or intellectual property rights. Talent Pitch Pro will delete Your Content if properly notified that Your Content infringes on another’s intellectual property rights. If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C §512(c)(3) for further detail):
· An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
· A description of the copyrighted work that you claim has been infringed;
· A description of the material that you claim is infringing and where it is located on the Service;
· Identification of the URL or other specific location on the Service where the material that you claim is infringing is located;
· Your address, telephone number, and email address;
· A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
· A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
You can contact our Copyright Agent via email at inquires@talentpitchpro.com
Talent Pitch Pro reserves the right to terminate Your Account or any user account that it determines to be “repeat infringers.” A repeat infringer is a user who has repeatedly been notified of infringing activity and/or has had User Content repeatedly removed from the Service.
11. Intellectual Property.
You acknowledge and agree that the copyright, trademark, trade secrets and any other intellectual property rights arising out of or related to the Service, including but not limited to any rights arising out of the compilation and presentation of Third Party Data (the “Talent Pitch Pro Intellectual Property”) is and shall remain with Talent Pitch Pro. You acknowledge that such Talent Pitch Pro Intellectual Property, regardless of form or format, is proprietary to Talent Pitch Pro, including (i) works of original authorship such as compiled information containing Talent Pitch Pro’s selection, arrangement and coordination and expression of such information or pre-existing material it has created, gathered or assembled; (ii) confidential or trade secret information; and (iii) information that has been created, developed and maintained by Talent Pitch Pro at great expense of time and money such that misappropriation or unauthorized use by others for commercial gain would unfairly and irreparably harm Talent Pitch Pro. You shall not commit or permit any act or omission by Your agents, employees or any third party that would impair Talent Pitch Pro’s proprietary and intellectual property rights in Talent Pitch Pro Intellectual Property. You agree to notify Talent Pitch Pro immediately upon obtaining any information regarding a threatened or actual infringement of Talent Pitch Pro’s Intellectual Property.
12. Confidential Information.
a. The Parties shall treat all information, tangible and intangible, received in connection with this Agreement, including but not limited to either Party’s business, policies, procedures, plans, services, products, intellectual property, data, customers, suppliers, methods, research, inventions, ideas or property and any and all demographic and psychographic information, including information made available by either Party before the Subscription Date (collectively, “Confidential Information”), as strictly confidential and proprietary information. Confidential Information shall not include information that either Party can demonstrate: (i) is already publicly known when it is received or which is subsequently made public by the disclosing Party; (ii) was independently developed by the receiving Party without reference to Confidential Information; or (iii) was known by the receiving Party prior to being received from the disclosing Party and which was not subject to an obligation of confidentiality.
b. The Parties shall, during the term of this Agreement and for a period of two (2) years from the termination or expiration of this Agreement: (i) protect and safeguard the confidentiality of the disclosing Party’s Confidential Information with at least the same degree of care as the receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person, except to the receiving Party’s employees and contractors who need to know the Confidential Information to assist the receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The receiving Party shall be responsible for any breach of this Section 12 caused by any of its employees or contractors. Each Party shall destroy all Confidential Information of the other Party immediately upon termination of this Agreement, including any notes, copies or other records containing or reflecting any Confidential Information.
13. Assignment.
Neither Party may assign this TOS or any Services Agreement without the prior written consent of the other Party; provided, however, that either Party may assign or transfer this TOS and Services Agreement without the other Party’s prior consent, in the event of a change in control of such Party, including but not limited to any merger, acquisition, or sale of all or substantially all of such Party’s assets.
14. Miscellaneous.
If any provision of this TOS or the Services Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS or the Services Agreement will otherwise remain in effect and enforceable. Except with respect to any Services Agreements executed by the parties, both parties agree that this TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. The failure of either party to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. No agency, partnership, joint venture, or employment is created as a result of this TOS or any Services Agreement and neither Party has any authority of any kind to bind the other Party in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this TOS will be in writing and will be deemed to have been duly given once sent.
15. Governing Law.
This TOS and any Services Agreement shall be governed by the laws of the State of Texas without regard to the principles of conflicts of law. Each Party hereby expressly agrees to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Texas for the purpose of resolving any dispute relating to Your access to or use of the Service.
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