Last modified: November 15, 2019
We may discontinue or change the Site or Events at any time and without notice. You agree to be bound by any changes by continuing to use the Site and register or submit for an Event. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or Events.
If you do not accept changes you should stop using the Site or register/submit for an Event.
PROVISION OF SOFTWARE SERVICES: Subject to the terms and conditions of this Agreement, SwitchPitch shall provide certain software services (the “Software Services”) and user documentation provided by SwitchPitch on the use of the Software Services (“Documentation”) to Client and certain individuals or entities that are authorized to use the Software Services (“Authorized Users”). SwitchPitch hereby grants Client a limited, non-exclusive, non-transferable and non-sub-licensable right and license to access and use the Software Services and Documentation during the Term (defined below) subject to the terms and conditions of this Agreement. For the avoidance of doubt, any installation guide or end user documentation not prepared or provided by SwitchPitch; any online community site; feedback; or other online or informal forum does not constitute Documentation.
SOFTWARE SERVICES EVALUATION LICENSE: If the Software Services and Documentation are provided to Client for evaluation purposes, SwitchPitch grants to Client a nonexclusive, limited, royalty-free, nontransferable evaluation license to use the Software Services solely for evaluation prior to purchase (“Evaluation License”). The Evaluation License shall terminate on the end date of the pre-determined evaluation period or immediately upon notice from SwitchPitch, at its sole discretion. Notwithstanding any other provision contained herein, Software Services provided pursuant to an Evaluation License are provided to Client “AS IS” without indemnification, support, or warranty of any kind, express or implied. Except to the extent such terms conflict with the specific evaluation terms set forth in this Section, all other terms of this Software Services Agreement shall apply to the Software Services under this Section. Evaluation License. Client’s Obligations; License Restrictions.
Client will (i) be responsible for its and its Authorized Users’ compliance with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Client Data (defined below) and means relating to acquisition of the Client Data; (iii) not provide, make available to, or permit other individuals to use or access the Software Services, except under the terms listed herein, and that Client will responsible for any unauthorized activity of the Software Services; (iv) not sell, resell, rent, or lease the Software Services; (v) not modify, translate, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code of the Software Services; (vi) not remove any proprietary notices or labels on the Software Services; (vii) not license the Software Services if Client (or any of its Authorized Users) is a direct competitor of SwitchPitch or its affiliated entities for the purposes of monitoring the Software Service’s availability, performance, or functionality or for any other benchmarking or competitive purposes; (viii) not use the Software Services to store or transmit infringing, libelous, unlawful, or tortious material or to store or transmit material in violation of third party privacy rights; (vi) not use the Software Services to store or transmit malicious code; or (vii) not interfere with or disrupt the integrity or performance of the Software Services.
FEES & PAYMENTS: All orders placed will be considered final. Fees will be due and payable as set forth on the web site or otherwise conveyed to you during the order process. Fees for any Renewal Term shall be at SwitchPitch’s then standard rates, currently in effect, or if applicable, as otherwise set forth on the web site or otherwise conveyed to you by SwitchPitch.
If Client fails to pay in accordance with the payment terms, SwitchPitch shall be entitled, at its sole discretion, (i) to suspend provision of the Software Services temporarily until Client fulfills its pending obligations or (ii) to terminate this Agreement for breach. Unless otherwise stated, all payments made under this Agreement shall be in United States dollars. Except as otherwise expressly provided herein, fees are non-refundable.
UPGRADING / DOWNGRADING ACCOUNT TYPES: Client may, at any time during the Term, upgrade or downgrade to a different SwitchPitch account type. The change in account type will take effect immediately. After an upgrade in account type, Client will be billed immediately for the additional fees due under the upgraded account type for the remaining time of the applicable Term. The amount due and owing for the upgraded account type will be reduced by what the amount the Client has already paid for the applicable Term. In regard to a downgraded account type, Client will be billed the fees due for the downgraded account type at the commencement of the Renewal Term.
TERM & TERMINATION: Unless terminated earlier in accordance with this Section, this Agreement will begin on the Effective Date and will continue until the end of the period specified in the applicable quote or order form for the Software Services (the “Initial Service Term”) and shall be automatically renewed for additional terms of the same duration as the Initial Service Term (each, a “Renewal Term”, collectively with the Initial Service Term, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current Term.
In any event, this Agreement may be terminated by either party upon thirty (30) days prior written notice of a material breach by the other party if such breach remains uncured at the expiration of such thirty (30) day period, or it may be terminated by either party immediately if the other party becomes subject to bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, the Client infringes or misappropriates SwitchPitch’s intellectual property, or breaches the License Restrictions or Confidentiality provision set forth herein. Termination shall not relieve Client of the obligation to pay any fees or other amounts accrued or payable to SwitchPitch prior to the effective date of termination. Sections 3 through 12 and 14 shall survive any termination or expiration of this Agreement.
CLIENT DATA: SwitchPitch agrees that the data and information uploaded by Client (or Authorized Users of Client) that is stored or processed via the Software Services (the “Client Data”) shall be treated as confidential by SwitchPitch and shall remain Client’s sole property. Client agrees that it is responsible for maintaining and protecting backups of all Client Data directly or indirectly processed using the Software Services and that SwitchPitch is not responsible for the failure to store, the loss, or the corruption of Client Data.
Client agrees that SwitchPitch and its affiliated entities will collect and track technical and related information about Client and Client’s use of the Software Services, including Client’s internet protocol address, the hardware and software that Client utilizes, and various usage statistics to assist with the necessary operation and function of the Software Services and for internal purposes only, including without limitation to facilitate in the provision of updates, support, invoicing, marketing by SwitchPitch, its affiliated entities, or its agents, and research and development.
In the event that SwitchPitch is required or ordered to disclose Client Data to a third party pursuant to judicial order or other compulsion of law, if legally permitted, SwitchPitch shall take all commercially reasonable steps to provide the Client with prompt notice of any relevant order or basis for disclosure so as to allow Client to take whatever steps it can to object to such compulsory disclosure if Client so chooses.
If you no longer agree to receive notices electronically, please cease using the Site. You may also have a right to access, update, change and delete your email address at any time. To exercise such right, please contact: firstname.lastname@example.org or send notification to SwitchPitch Attn: Privacy, 1000 Wisconsin Avenue, NW, Suite 100, Washington, DC 20007
YOUR RESPONSIBILITIES: The Site is provided for your personal and non-commercial use. You may use the Site for lawful purposes only. You may not modify, copy, distribute, transmit, display, perform, reproduce, license, create derivative works from, reverse engineer, transfer or sell any information, software, products or services obtained from the Site.
You may not submit or transmit through the Site any information, content, or material or otherwise engage in any conduct that:
- Violates or infringes the rights of others, including, without limitation, patent, trademark, trade secret, copyright, publicity, or other proprietary rights;
- Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, contains explicit or graphic descriptions or accounts of sexual acts, or is pornographic;
- Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
- Impersonates any person, business, or entity, including SwitchPitch and its employees and agents;
- Contains viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or that otherwise permit the unauthorized use of a computer or computer network;
- Encourages conduct that would constitute a criminal offense or give rise to civil liability;
- Interfere with the use of the Site by others.
You may not use our Site:
- For your own commercial gain;
- To offer any form of advertising or promotion without our prior written consent; or
- To provide any false personal information or any information, content, or material on account of anyone other than yourself without permission.
- To avoid the age restrictions or enable another person to avoid the age restrictions
By using our Site, you agree:
- Not to share or transfer your password or username to others.
Each User may only have one account. We reserve the right to delete an account in the case of a User with multiple accounts, or for any other reason.
You may not use the Site or any of our communication tools to transmit, directly or indirectly, any unsolicited bulk communications (including emails and instant messages). You may not harvest information about our users for the purpose of sending (or to facilitate the sending) of unsolicited bulk communications. You may not induce or allow others to use the Site to violate the terms of this section. We may terminate your access or use of the Site immediately and take other legal action if you, or anyone using your access to the Site, violates these provisions. We may take any technical measures to prevent unsolicited bulk communications from entering, utilizing, or remaining within our computer or communications networks.
If you select a username, we reserve the right to remove or reclaim it if we believe it is appropriate to do so.
PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY RIGHTS: We own the intellectual property rights to the design of and the information on and in the Site and related to the Events, including the name of the Site and Events and the look and feel of the color combinations, button shapes, and other graphical elements of the Site. Such intellectual property is protected by international treaties and by copyright, trademark, patent, and trade-secret laws, as well as other proprietary rights. For example, we own a copyright on the selection, organization, arrangement, and enhancement of the Site, as well as on our original content on the Site. We reserve the right to prosecute violations of our intellectual property rights to the full extent of the law. Where permissible by law, you agree to pay the costs and expenses, including reasonable attorneys fees, relating to any claim or cause of action by us relating to your violation or threatened violation of our intellectual property rights.
If, in your view, any copyright or other intellectual property right (“IP right”) that you may have is being infringed by/on the Site, please inform us immediately using the Contact information below and on the Site.
ACCESS THROUGH THIRD PARTY SERVICE PROVIDER: If you download or access the Site through another web site or service you will be required to agree to abide by all terms and conditions relating to the use of that web site or service.
All content and software (if any) that is made available to view and/or download in connection with the Site or, excluding content and/or software that may be made available by end-users through a Communication Service (“Software”), is owned by and is the copyrighted work of SwitchPitch and/or its suppliers and is protected by copyright laws and international treaty provisions.
Your use of the Software is governed by the terms of the software license agreement, if any, which accompanies or is included with the Software (“License Agreement”). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms. You further agree that you will not download any content or software without complying with all applicable use controls, laws and regulations, and you warrant that you will not download any content or software where such downloading is prohibited by law.
Any dealings with third parties conducted through the Site or Linked Sites, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the third party. SwitchPitch shall not be responsible or liable for any part of any such dealings.
UNSOLICITED SUBMISSIONS: Please do not send us any confidential or proprietary information. Any material, including, but not limited to any feedback, data, answers, questions, comments, suggestions, or ideas which Users send to us shall be treated as non-confidential and non-proprietary. SwitchPitch assumes no obligation to protect confidential or proprietary information (other than personally identifiable information) from disclosure and shall be free to reproduce, use, and distribute the information to others without restriction other than those set by law. SwitchPitch shall be free to use any ideas, concepts, know-how or techniques contained in information that Users send to us for any purpose including, but not limited to developing, manufacturing, or marketing products and services incorporating such information.
If you send us creative suggestions, ideas, notes, drawings, concepts or other information (collectively, the “Unsolicited Information”), the Unsolicited Information shall be deemed, and shall remain, the property of SwitchPitch. None of the Unsolicited Information shall be subject to any obligation of confidentiality on the part of SwitchPitch and SwitchPitch shall not be liable or owe any compensation for any use or disclosure of the Unsolicited Information.
DISCLAIMER: THE SITE AND THE INFORMATION, CONTENT AND MATERIALS ON OUR SITE OR PROVIDED THROUGH OUR SITE, WHETHER BY US OR THIRD PARTIES, ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; NON-INFRINGEMENT; ANY IMPLIED WARRANTY RELATING TO COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; AND ANY WARRANTY REGARDING THE SUITABILITY AND QUALITY OF OUR SITE OR THE APPLICATION FOR YOUR PURPOSES OR EXPECTATIONS. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN INFORMATION, CONTENT AND MATERIALS ON OUR SITE OR THROUGH OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SITE OR THE SERVERS THAT MAKE SUCH INFORMATION, CONTENT AND MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOREOVER, YOU ASSUME THE ENTIRE COST OF ALL ASSOCIATED SERVICING, REPAIR OR NECESSARY CORRECTION DUE TO ANY SUCH HARM. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE SITE OR OF THE USE OF ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR THE SERVICES CONTAINED ON OR OFFERED, MADE AVAILABLE THROUGH, OR OTHERWISE RELATED IN ANY WAY TO THE SITE OR ANY THIRD PARTY SITES OR SERVICES LINKED TO OR FROM OUR SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, COMPLETENESS, AVAILABILITY, RELIABILITY, SAFETY OR OTHERWISE.
WE CANNOT ENSURE THAT YOU WILL BE SATISFIED WITH ANY PRODUCTS OR SERVICES THAT YOU MAY PURCHASE FROM A THIRD PARTY WEBSITE THAT LINKS TO OR FROM OUR SITE OR THIRD PARTY INFORMATION, CONTENT OR MATERIALS CONTAINED ON OUR SITE. WE DO NOT ENDORSE ANY OF THE CONTENT, NOR HAVE WE TAKEN ANY STEPS TO CONFIRM THE ACCURACY, COMPLETENESS OR RELIABILITY OF, ANY OF THE INFORMATION, CONTENT OR MATERIALS CONTAINED ON ANY THIRD PARTY WEBSITE. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE SECURITY OF ANY INFORMATION, CONTENT OR MATERIALS YOU MIGHT BE REQUESTED TO GIVE TO ANY THIRD PARTY.
YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST US WITH RESPECT TO (A) INFORMATION, CONTENT AND MATERIALS CONTAINED ON OUR SITE OR PROVIDED THROUGH OUR SERVICES OR THE SITE O, (B) THIRD PARTY WEBSITES OR OFFERS PLACED THROUGH THE SITE IN RESPECT TO ANY INFORMATION, CONTENT AND MATERIALS YOU PROVIDE TO SUCH THIRD PARTIES.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY: YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO DISCONTINUE YOUR USE OF THE SITE. IN NO EVENT SHALL WE OR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY CLAIM FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), OR FOR DAMAGE TO YOUR COMPUTER (INCLUDING BUT NOT LIMITED TO HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION OR MATERIAL ON THE INTERNET), OR FOR FAILURE TO STORE OR DELIVER, IN A TIMELY OR UNTIMELY MANNER, ANY INFORMATION OR MATERIAL DISPLAYED, OR ANY CLAIM IN CONTRACT OR TORT (WHETHER OR NOT ARISING IN WHOLE OR PART OUT OF OUR ACT, OMISSION, FAULT, NEGLIGENCE, STRICT LIABILITY, OR PRODUCT LIABILITY) ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE CONTENT OF OUR SITE, OR FROM USERS OF OUR SITE (WHETHER OFFLINE OR ONLINE), EVEN IF SUCH DAMAGES ARE FORESEEABLE OR WE HAVE BEEN ADVISED OF OR HAVE CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT NEITHER WE, NOR OUR CONTENT PROVIDERS, LICENSORS, LICENSEES, NOR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS OR SUPPLIERS ARE RESPONSIBLE OR LIABLE FOR ANY INCOMPATIBILITY BETWEEN OUR SITE AND ANY OTHER WEBSITE, BROWSER, SERVICE, SOFTWARE OR HARDWARE.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, CERTAIN PARTS OF THE FOREGOING PARAGRAPH OF THIS SECTION MAY NOT APPLY TO YOU.
FURTHERMORE, IN NO EVENT SHALL WE OR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE RESPONSIBLE OR LIABLE FOR THE CONTENT, COMPLETENESS, ACCURACY OR LEGALITY OF INFORMATION OR MATERIAL DISPLAYED IN CONNECTION WITH OR ARISING OUT OF OUR SITE OR ANY CESSATION, INTERRUPTION OR DELAY IN THE PERFORMANCE OF OUR SITE FOR ANY REASON INCLUDING, WITHOUT LIMITATION, CAUSES BEYOND OUR REASONABLE CONTROL SUCH AS EARTHQUAKE, FLOOD, FIRE, STORM OR OTHER NATURAL DISASTER, ACT OF GOD, LABOR CONTROVERSY OR THREAT THEREOF, CIVIL DISTURBANCE OR COMMOTION, ACT OF TERRORISM, DISRUPTION OF THE PUBLIC MARKETS, WAR OR ARMED CONFLICT OR THE INABILITY TO OBTAIN SUFFICIENT MATERIAL, SUPPLIES, LABOR, TRANSPORTATION, POWER OR OTHER ESSENTIAL COMMODITY OR SERVICE REQUIRED IN THE CONDUCT OF BUSINESS INCLUDING INTERNET ACCESS, OR ANY CHANGE IN OR THE ADOPTION OF ANY LAW, ORDINANCE, RULE, REGULATION, ORDER, JUDGMENT OR DECREE.
NOTWITHSTANDING ANY LEGAL PROVISION TO THE CONTRARY, OUR TOTAL LIABILITY TO YOU FOR ANY DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE ARISING OUT OF OR CONNECTED TO OUR SITE SHALL IN NO EVENT EXCEED $100.
INDEMNIFICATION: Upon a request by us, you agree to defend, indemnify, and hold harmless us and our parent and other affiliated companies, as well as any respective employees, contractors, officers, directors, agents, content providers, licensors, licensees, distributors, representatives and other authorized users, and each of the foregoing entities’ respective resellers, distributors, service providers and suppliers, and all of the foregoing entities’ respective officers, directors, owners, employees, agents, representatives, successors and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all losses, damages, liabilities and costs (including, without limitation, settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms or claims arising directly or indirectly from your use or misuse of the Site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with us in asserting any available defenses.
INTERNATIONAL USE: We make no representation that any content of the Site is appropriate or available for use in locations outside the United States. Accessing the Site from territories where the content is illegal is expressly prohibited.
If you choose to access the Site from a location outside the United States, you do so on your own initiative and you are responsible for compliance with all applicable local use controls, laws and regulations, including those relating to the transition of technical data exported from or imported to the country in which you reside.
Notwithstanding the foregoing, SwtichPitch makes no representation that materials on or in the Site are appropriate or available for use in locations outside the United States and accessing them from territories where their contents are illegal is expressly prohibited.
CHOICE OF LAW; RESOLVING DISPUTES: You agree that the laws of the District of Columbia, U.S.A. govern all matters arising out of the Terms, without giving effect to any conflicts or choice of law principles that would require the application of the laws of a different jurisdiction. Any dispute or claim arising out of or in relating to the Terms, or the interpretation, making, performance, breach or termination thereof, will be finally settled by the courts of the District of Columbia, U.S.A. and of any federal or state court with jurisdiction located in the District of Columbia, U.S.A. You agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. The parties agree that all disputes will be adjudicated by a single judge sitting without a jury and you and we agree to a waiver of any and all rights to a trial by jury. You also agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
Please note that by agreeing to these Terms you are:
- Waiving claims that you might otherwise have against us, based on the laws of other jurisdictions, including your own;
- Irrevocably consenting to the exclusive jurisdiction of, and venue in, courts in the United States and the District of Columbia over any disputes or claims you have with us;
- Submitting yourself to the personal jurisdiction of courts located in the United States, District of Columbia, for the purpose of resolving any such disputes or claims;
- Agreeing that regardless of any statute or law to the contrary, any cause of action against us arising out of or related to the Site must commence within one (1) year after the cause of action accrues or such cause of action shall be permanently barred.
GENERAL TERMS; SEVERABILITY & INTEGRATION; NO WAIVER: This contract and any supplemental terms, policies, rules, and guidelines posted on the Site constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of the Terms is held invalid or unenforceable under the law of the United States or any U.S. jurisdiction or under the law, rules or regulations of a particular country, the invalidity of such provision shall not affect the validity of the remaining provisions. The failure by either party to assert their rights hereunder shall not be deemed a waiver of those rights. Any waiver of any provision by us must be in writing and signed by SwitchPitch to have effect.
TERMINATION: Your right to use the Site automatically terminates if you violate the Terms or any rules or guidelines posted in connection with the Site. We also reserve the right, at our sole discretion, to terminate your access to all or part of the Site, for any reason, with or without notice. The provisions of the Terms which by their nature should survive termination of the contract or your use of the Site shall be deemed to survive such termination.
CONTACT INFORMATION; NOTICE: If you have any questions or comments, or wish to send us any notice regarding these Terms, the Site or the Events, please send an email or notice to:
1000 Wisconsin Avenue, NW, Suite 100, Washington DC 20007
Contact Name: Michael Goldstein
Web address: www.switchpitch.com