Terms of Service

These User Terms of Service (the “User Terms”) govern your access and use of Pivot’s collaboration platform for communities, courses, projects, and teams (the “Services”).

These User Terms are a legally binding contract between you and us. As part of these User Terms, you agree to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into these User Terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the Acceptable Use Policy, you confirm that you have read, understand and agree to be bound by the User Terms and the Acceptable Use Policy (included below). “We,” “our,” and “us” refers to Pivot Technologies Holdings, Inc., a Delaware corporation.

1. Legal Age

To the extent prohibited by applicable law, the Services are not intended for and should not be used by (a) anyone under the age of eighteen or (b) anyone under the applicable age of majority according to the data protection laws and regulations in your jurisdiction. You represent that you are over the legal age. You may not access or use the Services for any purpose if the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.

2. Acceptable Use Policy

To help ensure a safe and productive collaboration platform, all Users must comply with our Acceptable Use Policy. If you see inappropriate behavior or content, please report it to us at [email protected].

3. Term

These User Terms remain effective from your first use of the Services until your subscription expires or terminates, or your access to the Services has been terminated by us. Please contact us at [email protected] if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy.

4. Limitation of Liability

If we believe that there is a violation of the Contract, User Terms, the Acceptable Use Policy, or any of our other policies that can simply be remedied by removal of data, we may directly step in and take what we determine to be appropriate action (including disabling your account), as well as if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties. IN NO EVENT WILL WE HAVE ANY LIABILITY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM FINANCIAL LIABILITY WE HAVE FOR A BREACH OF THESE USER CONTRACT IS ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.

5. Consumer Law – Business Users Only

Pivot is a collaboration platform for communities, courses, projects, and teams, and the services may be used by both individual consumers and business employees and representatives. For business users only, to the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in these User Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our option) to the replacement, repair or resupply of the Services or the pro-rata refund of pre-paid fees for your subscription covering the remainder of the term.

6. Survival

All of the previous sections and all of the provisions under the general heading “General Provisions” will survive any termination or expiration of the User Terms.

7. Email and Pivot Messages

Except as otherwise set forth herein, all notices under the User Terms will be by email, although we may instead choose to provide notice to Authorized Users through the Services (e.g., a notification). Notices to Pivot should be sent to [email protected], except for legal notices, which must be sent to [email protected]. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through the Services. Notices under any other contract will be delivered solely in accordance with the terms of that agreement.

8. Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our products at www.hellopivot.com/privacy .

9. Modifications

As our business evolves, we may change these User Terms or the Acceptable Use Policy. If we make a material change to the User Terms or the Acceptable Use Policy, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of the User Terms at any time by visiting this page, and by visiting the following for the most current versions of the other pages that are referenced in these User Terms: Acceptable Use Policy and Privacy Policy. Any material revisions to these User Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

10. Waiver

No failure or delay by either party in exercising any right under the User Terms, including the Acceptable Use Policy, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

11. Severability

The User Terms, including the Acceptable Use Policy, will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.

12. Assignment

You may not assign any of your rights or delegate your obligations under these User Terms, including the Acceptable Use Policy, whether by operation of law or otherwise, without the prior written consent of us. We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

13. Governing Law; Venue; Fees

The User Terms, including the Acceptable Use Policy, and any disputes arising out of or related hereto, will be governed exclusively by the same applicable governing law of the state of California, without regard to conflicts of laws rules. The courts located in the County of San Francisco will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms, including the Acceptable Use Policy, or its formation, interpretation or enforcement.

Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

14. Entire Agreement

The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail.

15. Contacting Pivot

Please also feel free to contact us if you have any questions about Pivot’s User Terms of Service. You may contact us at [email protected] or at our mailing address below:

Pivot Technologies Holdings, Inc.

548 Market Street, Suite 71364

San Francisco, CA 94104

ACCEPTABLE USE POLICY

Please do:

· comply with all User Terms of Service, including the terms of this Acceptable Use Policy;

· comply with all applicable laws and governmental regulations, including, but not limited to, all intellectual property, data, privacy, and export control laws, and regulations promulgated by any government agencies, including, but not limited to, the U.S. Securities and Exchange Commission, and any rules of any national and other securities exchanges;

· upload and disseminate only Customer Data to which Customer owns all required rights under law and under contractual and fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) and do so only consistent with applicable law;

· use commercially reasonable efforts to prevent unauthorized access to or use of the Services;

· keep passwords and all other login information confidential;

· monitor and control all activity conducted through your account in connection with the Services;

· promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your accounts or teams, including any loss, theft, or unauthorized disclosure or use of a username, password, or account; and

· comply in all respects with all applicable terms of the third party applications, including any that Customer elects to integrate with the Services that you access or subscribe to in connection with the Services.

You are NOT permitted to:

· permit any third party that is not an Authorized User to access or use a username or password for the Services;

· share, transfer or otherwise provide access to an account designated for you to another person;

· use the Services to store or transmit any Customer Data that may infringe upon or misappropriate someone else’s trademark, copyright, or other intellectual property, or that may be tortious or unlawful;

· upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component or a technology that unlawfully accesses or downloads content or information stored within the Services or on the hardware of Pivot or any third party;

· attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Services (including any mechanism used to restrict or control the functionality of the Services), any third party use of the Services, or any third party data contained therein (except to the extent such restrictions are prohibited by applicable law);

· attempt to gain unauthorized access to the Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Services;

· access the Services in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Services;

· use the Services in any manner that may harm minors or that interacts with or targets people under the age of thirteen;

· engage in activity that incites or encourages violence or hatred against individuals or groups;

· impersonate any person or entity, including, but not limited to, an employee of ours, an “Administrator”, an “Owner”, or any other Authorized User, or falsely state or otherwise misrepresent your affiliation with a person, organization or entity;

· use the Services to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act or other laws and regulations concerning national security, defense or terrorism;

· access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);

· send unsolicited communications, promotions or advertisements, or spam;

· place any advertisements within a Pivot client;

· send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";

· abuse referrals or promotions to get more credits than deserved;

· sublicense, resell, time share or similarly exploit the Services;

· access or use the Services on behalf of, or for the benefit of, any Patent Assertion Entity;

· use contact or other user information obtained from the Services (including email addresses) to contact Authorized Users outside of the Services without their express permission or authority or to create or distribute mailing lists or other collections of contact or user profile information for Authorized Users for use outside of the Services;

· use the Services to contact or communicate with people outside your company or organization, unless you have a professional relationship or common collaboration activity, like a partnership or service provider; or

· authorize, permit, enable, induce or encourage any third party to do any of the above.