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YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF USE (“TERMS OF SERVICE”) BEFORE ACCESSING OR USING THE POINTIVO ONLINE TOOL (“POINTIVO SERVICE”) MADE AVAILABLE BY POINTIVO, INC. (“POINTIVO”). BY CLICKING THE [“ACCEPT”] BUTTON AND PROCEEDING TO USE THE SERVICE, YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THESE TERMS OF SERVICE. CLICKING THE [“AGREE”] BUTTON OR USING THE POINTIVO SERVICE CONSTITUTES YOUR ACKNOWLEDGEMENT AND ACCEPTANCE OF THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN DO NOT ACCESS OR USE THE POINTIVO SERVICE.

Below is a legal summary of your rights and restrictions with respect to the Pointivo Service:

  • The Pointivo Service is proprietary technology, and you may not provide it to anyone else, misuse it, attempt to derive the underlying source code, or avoid any security mechanisms.
  • Pointivo doesn’t make any representations or warranties regarding the Pointivo Service.
  • Pointivo isn’t responsible for the content displayed in the Pointivo Service.
  • Pointivo may stop the Pointivo Service at any time for any reason.

PLEASE READ FURTHER FOR THE FULL TERMS AND CONDITIONS.

IF YOU ARE ENTERING INTO THESE TERMS OF SERVICE ON BEHALF OF A CORPORATION OR OTHER LEGAL ENTITY (“ORGANIZATION”), THEN (I) EXCEPT AS INDICATED, ALL REFERENCES TO “YOU” IN THESE TERMS OF SERVICE AFTER THIS PARAGRAPH MEAN THE ORGANIZATION, AND (II) BY CLICKING THE [“ACCEPT”] BUTTON YOU REPRESENT AND WARRANT (X) THAT YOU ARE CURRENTLY EMPLOYED BY THE ORGANIZATION AND HAVE THE AUTHORITY AND LEGAL ABILITY TO ENTER INTO THESE TERMS OF SERVICE ON BEHALF OF THE ORGANIZATION, AND (Y) THE ORGANIZATION AGREES TO BE BOUND BY ALL OF THE TERMS OF THESE TERMS OF SERVICE.

COPIES OF THIS AGREEMENT ARE AVAILABLE FOR DOWNLOAD AND PRINTING BY USING CURRENT WEB BROWSER SOFTWARE AND GOING TO https://pointivotelco.wpengine.com/terms-of-service.

THESE TERMS OF SERVICE COMPRISE THE ENTIRE AGREEMENT BETWEEN YOU AND POINTIVO, AND SUPERSEDE ANY OTHER AGREEMENT, TERMS OR PROMISES, ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS OF SERVICE.

POINTIVO SERVICE. Subject to the terms and conditions of these Terms of Service, Pointivo grants you a nonexclusive, nontransferable, nonsublicensable license to use the Pointivo Service provided to you for your own use solely to access and view the Content. The “Content” means the photographs, graphics, illustrations, text and other content uploaded by you or another user of the Pointivo Service. You acknowledge that Pointivo may use third party service providers for some or all of the operations that make available the Pointivo Service.

LIMITATIONS. You shall not use the Pointivo Service in a manner that violates any laws, infringes the rights of anyone, or damages any person or property. In addition, you may not do any of the following
(a) share the any URL or other link that you have been provided in order to access the Pointivo Service with any other person;
(b) use the Pointivo Service for purposes of monitoring the Pointivo Service’s performance or functionality or for any other benchmarking or competitive purposes;
(c) distribute, sublicense, copy, modify, or publicly display the Pointivo Service;
(d) use on behalf of any third party, or permit any third party to use, the Pointivo Service;
(e) decompile or reverse engineer the software used to provide Pointivo Service or otherwise access or obtain, or attempt to access or obtain, the source code for the software used to provide the Pointivo Service;
(f) remove any proprietary rights notices on any portions of Pointivo Service (e.g., screen shots); or
(g) attempt to gain unauthorized access to the Pointivo Service or circumvent any security measures within the Pointivo Service.

RESERVATION OF RIGHTS. You acknowledge and agree that the Pointivo Service (including any software or systems used to operate the Pointivo Service) and the information in them are Pointivo’s confidential and proprietary information. You agree to keep all such information confidential by exercising the necessary care required to prevent disclosure and not to disclose or use such information for any purpose whatsoever other than as expressly authorized by these Terms of Service. Except for the limited rights expressly granted above in these Terms of Service, Pointivo reserves all rights, title and interest in and to the Pointivo Service and its underlying technology, including all related intellectual property rights. No rights are granted to you other than as expressly set forth above in these Terms of Service.

CONTENT. You acknowledge that Pointivo is not responsible for any Content. Pointivo has the right but not the obligation to monitor Content and may remove Content for any reason. If you provide any Content to Pointivo, you represent and warrant you have the right to provide the Content to Pointivo and permit Pointivo to copy, display, distribute, modify and otherwise use the Content as necessary to provide the Pointivo Service.

DATA AND USAGE. As a part of the Pointivo Service, Pointivo and its service providers may collect, process, store, modify, aggregate and otherwise use statistics and other data regarding your use of the Pointivo Service, including the duration of your use, your activity within the Pointivo Service, the browser you use and the location and IP address from which you are accessing the Pointivo Service (“Usage Data”). Pointivo may use cookies and other technical means to collect, store and process this Usage Data, and you consent to such collection storage and processing. Pointivo owns and retains all rights in the Usage Data.

Pointivo may use the Usage Data for any purpose, including to improve the Pointivo Service. Pointivo may transfer the Usage Data to a third party in connection with (a) a permitted assignment of these Terms of Service or (b) a delegation of hosting, transmission or other duties, as long as the third party provider agrees to abide by confidentiality obligations similar to the ones contained in these Terms of Service. In addition, Pointivo may disclose Usage Data if required by law or to any government body upon its audit or other inspection of the records or facilities of Pointivo or its providers.

SUSPENSION OF ACCESS. Pointivo may suspend your access to the Pointivo Service for any violation of these Terms of Service. You acknowledge that you will not have access to Content during any suspension. Pointivo may exercise the rights in this Section prior to expiration of the cure period in the termination provisions of these Terms of Service and without prior written notice to you. Unless the Terms of Service are terminated, Pointivo will remove the suspension upon resolution of the cause of the suspension.

FEEDBACK. You grant Pointivo a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Pointivo Service any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the Pointivo Service (“Feedback”). Pointivo may use and incorporate any Feedback without any compensation or acknowledgement to you. Pointivo is not under any obligation to use or incorporate any Feedback.

TERMINATION. Your right and ability to access and use Pointivo Service terminates immediately upon the earlier to occur of the following: (a) when you stop using the Pointivo Service, or (b) upon your breach of any of the terms contained in these Terms of Service. In addition, Pointivo may discontinue the Pointivo Service at any time and without notice.

DISCLAIMERS. The Pointivo Service is provided to you free of charge and “as-is.” CONSEQUENTLY, POINTIVO MAKES NO, AND DISCLAIMS ALL, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

POINTIVO DOES NOT WARRANT THAT THE POINTIVO SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. POINTIVO DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM POINTIVO, YOUR NETWORK, AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW OF DATA DEPENDS IN LARGE PART ON SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES, AND AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). POINTIVO CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, POINTIVO DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

You are responsible for all decisions regarding your use of the Pointivo Service, including without limitation any losses or liabilities arising from the results of the Pointivo Service. Without limiting the foregoing, you agree that Pointivo and its officers, directors, agents, and employees, have no liability for errors or omissions in the output of the Pointivo Service, such outputs including, without limitation, the quality or accuracy of any screen displays or reports, in the transmission and reception of data, or in the processing of such data by the Pointivo Service.

YOUR INDEMNIFICATION. As a condition to your use of the Pointivo Service, you shall defend, indemnify and hold harmless Pointivo, its affiliates and its and their officers, directors, employees, agents, successors and assigns from and against any and all losses, costs, expenses (including attorneys’ fees and expenses), claims, liabilities, and damages of any kind incurred by those persons or entities which result from (a) your breach of these Terms of Service or (b) your Content.

LIMITATION OF LIABILITY. IN NO EVENT WILL POINTIVO OR ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, BE LIABLE TO YOU UNDER THESE TERMS OF SERVICE OR OTHERWISE, REGARDLESS OF THE FORM OF CLAIM OR ACTION, IN AN AMOUNT THAT EXCEEDS $100. IN NO EVENT WILL POINTIVO OR ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, BE LIABLE TO YOU FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES OR COSTS (INCLUDING LEGAL FEES AND EXPENSES) OR LOSS OF GOODWILL OR PROFIT IN CONNECTION WITH THE POINTIVO SERVICE OR THESE TERMS OF SERVICE, EVEN IF POINTIVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so this paragraph may not apply to you.

COMMUNICATIONS. Any notices or inquiries to Pointivo regarding these Terms of Service should be made to team@pointivo.com.

GOVERNING LAW AND LANGUAGE. These Terms of Service are governed by the laws of the state of Georgia, USA, without regard to choice or conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Service. The official language of these Terms of Service is English. All contract interpretations, notices and dispute resolutions shall be in English. Translations of any of these documents are not to be construed as official or original versions of the documents.

VENUE AND JURISDICTION. ALL DISPUTES REGARDING THESE TERMS OF SERVICE WILL BE SETTLED EXCLUSIVELY IN ANY COURT OF COMPETENT JURISDICTION LOCATED IN FULTON COUNTY, GEORGIA. EACH PARTY HEREBY CONSENTS AND SUBMITS TO THE IN PERSONAM JURISDICTION OF SUCH COURTS. EACH PARTY HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED UNDER THESE TERMS OF SERVICE TO THE EXTENT THAT AN ACTION IS BROUGHT IN THE COURTS IDENTIFIED ABOVE.

LIMITATION OF ACTIONS. No action arising out of these Terms of Service, regardless of form, may be brought by you more than one year after the date the cause of action has accrued.

U.S. GOVERNMENT END USE PROVISIONS. The following applies to all acquisitions of the Pointivo Service and Documentation by or for the U.S. government or by any prime contractor or subcontractor under any contract, grant or other activity with the U.S. government. The Pointivo Service and software comprising the Pointivo Service and information provided under these Terms of Service are “commercial items” as that term is defined at 48 C.F.R. 2.101 consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and other applicable acquisition regulations and are provided to the U.S. Government only as a commercial item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, all U.S. Government users and licensees acquire the Pointivo Service with only those rights and subject to the restrictions set forth in these Terms of Service. Notwithstanding the foregoing, the Pointivo Service and its associated software and Documentation may not be acquired by the U.S. government pursuant to a contract incorporating clauses prescribed by FAR Subpart 27.4 or DFARS Subpart 227.4.

MISCELLANEOUS. The parties are independent contractors. These Terms of Service do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to these Terms of Service. No waiver or modification of any provision of these Terms of Service will be effective unless it is in writing, refers to these Terms of Service, and is signed by authorized representatives of the parties. No failure or delay by either party to exercise any right, power, or remedy constitutes a waiver of that right, power, or remedy. A party’s waiver of the performance of any covenant or any breach is not to be construed as a waiver of any succeeding breach or of any other covenant. If any provision of these Terms of Service requires judicial interpretation, these Terms of Service are not to be more strictly construed against one party than the other. If any provision of these Terms of Service is declared invalid by a court of competent jurisdiction, the provision will be ineffective only to the extent of the invalidity, so that the remainder of that provision and all remaining provisions of these Terms of Service will continue in full force and effect. You may not assign, sublicense, or transfer these Terms of Service without the prior written consent of Pointivo. Any attempt by you to sublicense, assign or transfer any rights, duties, or obligations hereunder is null and void.