Pinch AI Terms & Conditions

 

These Pinch AI Standard Terms and Conditions apply to and are included as part of each Master Subscription Agreement between Pinch AI, Inc. and an entity that has entered into such Master Agreement with Pinch AI (“Employer”, “Job Seeker” You” or “Your”). As used in these Standard Terms and Conditions, the term “Master Agreement” (also, the “Agreement”) includes the Master Subscription Agreement, these Standard Terms and Conditions and any Amendments hereto.

Applicability of these Terms and Conditions

Along with the terms of the Master Agreement, these Standard Terms and Condition govern: (a) Your access to and use of our proprietary SaaS-delivered software component(s) which You subscribed to under the Master Agreement (the “Saas Services”) and; (b) Our provision of related Professional Services which you subscribed to under the Master Agreement (“Professional Services”).

  • Access To and Use of the SaaS Services
    • Rights of Use. During the Term, We will provide You with the SaaS Services. We provide the SaaS Services pursuant to a “software-as-a-service” (i.e., “SaaS”) delivery model under which You remotely access the applicable software components (the “Software”) via the Internet on a subscription service basis. Accordingly, during the Term and subject to the restrictions set forth in the Master Agreement and in these Standard Terms and Conditions, We grant You a non-exclusive, non-transferable, limited, time-bounded, license to access and use the SaaS Services on a remote-access basis via the Internet. The SaaS Services may only be used in support of Your business operations and are subject to the additional restrictions set forth herein. Due to the nature of the SaaS delivery model, the Software to which You are provided remote access hereunder shall be the version of such Software which is then generally hosted by Pinch AI for its clients.
    • Use by Authorized Employees and Consultants. You may only grant access to the SaaS Services to Your employees and third party consultants who you authorize to use the SaaS Services in support of your business operations and who are bound by the confidentiality and limited use provisions of this Master Agreement. You shall be responsible and liable to ensure that each such employee and consultant complies with the terms of this Master Agreement
    • Web-Enabled Use. The license granted herein also includes the right to allow Your applicants, prospective applicants and other third party site visitors to access the screen displays of the SaaS Services on a web-enabled basis for the sole purposes of viewing, inputting, and/or querying data within the scope of their intended use as described in the applicable documentation for the SaaS Services. All such use and access is subject to the terms, conditions and limitations of this Master Agreement.
    • Reservation of Rights. Any rights that We do not expressly grant to You in this Agreement are expressly reserved by Us.
    • Restrictions. Unless otherwise expressly permitted in this Master Agreement, without our prior written consent, You will not: (i) permit any third-party to access, use or copy all or any portion of the SaaS Services; (ii) modify, reverse engineer, decompile, disassemble, distribute, create derivative works based on, copy (including for the purpose of building a competitive product) or otherwise exploit all or any portion of the SaaS Services; (iii) sell, sublicense, rent, lease, or otherwise transfer rights to all or any portion of the SaaS Services; or (vi) use the Services to operate in or as a time-sharing, outsourcing or service bureau environment or in any manner which supports the business or operations of a third party.

Rights Reserved; Intellectual Property Rights. 

The SaaS Services (including the underlying Software) are licensed, not sold. Except for the license expressly granted herein, Pinch AI retains all right, title and interest in and to the SaaS Services and Software, in the associated documentation and materials, and in all related intellectual property and derivative works. Except for information created or otherwise owned by you or licensed by you from third-parties, all right, title, and interest in the intellectual property embodied in the SaaS Services, including the know-how and methods by which the Services are provided and the processes that make up the SaaS Services, as well as all Software and related technology and documentation and all content, will belong solely and exclusively to Us. Similarly, any intellectual property developed by us during the performance of any Professional Services will belong solely and exclusively to Us.

General Updates and Upgrades

Pinch AI will from time-to-time implement General Updates into the Pinch AI Service at no additional cost when and to the extent Pinch AI makes any such “General Updates” generally available to all of its other customers. Pinch AI shall make all “Upgrades” available on a fee basis. “General Update” means a commercial release of the Pinch AI software that corrects any defects, errors, or bugs or incorporates minor enhancements to the functionality. “Upgrade” means a commercial release of the Pinch AI App or underlying Pinch AI technology that incorporates significant additional or improved features, functionality or capability.

  • Registration
    • In registering for an account on the Site, You agree to (1) provide true, accurate, current, and complete information about Yourself as prompted by the Service registration form (“Registration Data”), and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under Your account whether performed by You or a third party. If You provide any Content (“Content” means any information that You post, transmit, or submit through Our Service) that is untrue, inaccurate, not current, or incomplete, or Pinch AI has reasonable grounds to suspect that such Content is untrue, inaccurate, not current, or incomplete, Pinch AI has the right to suspend or terminate Your account and refuse any and all current or future use of the Site and/or Service. You agree not to create an account using a false identity or information, or on behalf of someone other than Yourself. You agree that You shall not have more than one account. You agree not to create an account or use the Site or Service if You have been previously removed by Pinch AI, or if You have been previously banned from the Site or Service
    • You are responsible for Your use of the Site and Service and for any use of the Site or Service made using Your account. You agree not to access, copy, or otherwise use the Site or the Service, including Our intellectual property and trademarks, except as authorized by this Agreement or as otherwise authorized in writing by Pinch AI. Remember when using Pinch AI We ask You to act reasonably and responsibly with others, within the bounds of decency and in compliance with all applicable laws. We may suspend or terminate Your access to the Service if You violate, or We suspect that You are violating, any of the terms and conditions of this Agreement or any applicable laws. Your continued access to Our Site and use of Our Service are contingent on Your agreement to act in a proper manner. When using Our Site and Service You agree that You will not (1) copy, distribute, or disclose any part of the Site, including by way of automated or non-automated “scraping” (2) use any automated systems including “robots” and “spiders” (3) interfere with or compromise Our systems’ integrity or decipher any server transmissions (4) impose any unreasonably large load on Our infrastructure (5) upload viruses, worms, or invalid data to the Service (6) collect or retain any personally identifiable information contained in the Service (7) access the Service by any means other than authorized herein, including virtual private networks which are expressly forbidden (8) stalk, harass, bully or harm others (9) impersonate any person or entity (10) hack, spam, phish, or otherwise provide untruthful, false, fraudulent, manipulative, or inflammatory content. If You engage a Job Seeker and the Job Seeker works in a country other than the country in which the office through which You engaged the Job Seeker is located, with regard to that Job Seeker You will be bound by the Terms of Service and privacy Policy in the geographical region in which the Job Seeker works set forth in the geographic specific provisions found here.
      • Third Party Services – Pinch AI may provide to You, or provide Your Content to, certain third party services or third party service providers (collectively, “Third Party Service(s)”) which may also provide to You links to sites, job postings, email and telephone correspondence and other offers outside of the Pinch AI network. Such Third Party Services are provided “AS IS” without indemnification, support, or warranty of any kind, and this Agreement does not apply to Your use of any such provided Third Party Services. You are responsible for evaluating whether You want to access or use such Third Party Services, and, in certain circumstances where required or applicable, may opt-out from such Third Party Services available outside of the Pinch AI network, or may choose to not utilize such Third Party Services at any time. We reserve the right to suspend Third Party Services at any time. You should review any applicable terms and/or privacy policies of a Third Party Service before using it or sharing any information with it, because You may give the operator permission to use Your information outside of what You have agreed to herein. Pinch AI is not responsible for, nor endorses any features, content, advertising, products or other materials on or available from such Third Party Services.
      • Job Alerts – You can manually sign up to receive job alerts by email/or SMS. In addition to a manual sign up, if you apply to Job Advertisements on a Pinch AI website and/or create an account, you also consent to receiving email job alerts based on the type of role you selected. You can sign up for job alerts via SMS in a number of ways including by entering your telephone number in the Mobile Alerts section of your User Account. You can edit or change the type of job alerts want to receive by accessing the Job Alerts tab in your User account. You may opt out of job alerts by clicking on the unsubscribe link in your job alert email or by following the instructions in your SMS alert. You can also contact our Customer Service team at support@Pinch.AI, if you need assistance.
  • Licensing To Pinch AI
    • You hereby grant to Pinch AI and its owners, affiliates, representatives, licensees, licensors and assigns (the “Pinch AI Parties”) a non-exclusive, fully-paid, royalty-free, world-wide, universal, transferable license to: (1) display, publicly perform, distribute, store, broadcast, transmit and reproduce Your logo(s), service marks, trademarks and trade names through the Site, the Service and/or any other medium currently invented or invented in the future; and (2) display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or any part of the Content and anything We may make with the Content through the Site, the Service and/or any other medium currently invented or invented in the future. Further, You waive and agree never to assert any and all moral rights in and to all of the materials licensed in this Section. We reserve the right to display advertisements in connection with the Content. We are not required to host, display, or distribute any of the Content and We may refuse to accept or transmit the Content, and may remove or delete all or any portion of the Content from Pinch AI at any time. By submitting any Content to us, You hereby represent and warrant that You own all rights to the Content or, alternatively, that You have the right to give us the license described above. Finally, You represent and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. You understand that when using the Site and/or the Service You will be exposed to content from a variety of sources, and that Pinch AI is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content, and that such content is not the responsibility of Pinch AI. You further understand and acknowledge that You may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against the Pinch AI Parties with respect thereto, and agree to indemnify and hold the Pinch AI Parties harmless to the fullest extent allowed by law regarding all matters related to Your use of the Site.
  • Term and Termination
    • Initial Term and Renewals. The “Initial Term” of this Master Agreement extends for the period of time set forth in the Master Subscription Agreement. This Master Agreement will continue in effect from year to year after the expiration of the Initial Term and after the expiration of each annual renewal period (as applicable; in each case, the “Renewal Term”) unless either party provides at least 60 days prior written notice of its desire not to renew prior to the expiration of the then-current term, in which event this Master Agreement will terminate at the end of the then current term. Unless Client provides notice of nonrenewal as set forth above, the new pricing will take effect at the beginning of the next Renewal Term. The Initial Term, along with any Renewal Term constitutes the “Term” of this Master Agreement. If this Master Agreement is terminated prior to the natural expiration of its Term due to an uncured breach or as otherwise authorized hereunder, then the Term shall be deemed reduced accordingly.
    • Termination; Suspension. Either party may terminate this Master Agreement upon written notice if the other party breaches any material provision of this Agreement and fails, within thirty (30) days after receipt of written notice of such breach, to correct the breach. Failure to make payment when due shall constitute a material breach of this Master Agreement. Notwithstanding the above, We may suspend Your rights of use, or any user’s rights of use, in the SaaS Services and otherwise suspend the provision of Professional Services: (i) if You are delinquent in Your payment obligations for more than five (5) days beyond their due date; (ii) in the event of a violation of our Acceptable Use Policy which is posted on our corporate website or on the site on which the SaaS Services are accessed and used; (iii) if there is a material misuse of the SaaS Services in violation of the terms and conditions hereof; or (iv) if the SaaS Services are used in a manner that We reasonably believe will cause Us liability, will unduly degrade performance or poses an imminent security risk.
    • Effect of Termination. Upon termination, all rights and obligations under this Master Agreement will automatically terminate except for rights of action accruing prior to termination and any obligations that expressly survive termination. In addition, You will return any of our proprietary materials, information and documents, along with any of our Confidential Information, in your possession or control and immediately cease all access to, and use of, the SaaS Services. Upon request within thirty (30) days after termination, We will make available to You for download a file of Your data in an industry standard format which We designate for this purpose. After such 30-day period, We may delete Your data. The terms of Sections 2(f), 4(c), 5, 6(b), 6(c), 7 and 8 hereof shall expressly survive any expiration or termination of this Master Agreement.
    • Payments and Payment Terms.

      • Fees. All SaaS Services fees shall be invoiced in advance of each annual subscription period (except for the SaaS Services fees due for the initial subscription period, which shall be invoiced on, or as soon as practical after, the Effective Date) and shall be due within thirty (30) days of issuance of the invoice. Unless otherwise specified in the Master Subscription Agreement, all fees for Professional Services shall be invoiced in advance of the provisions of such Professional Services and shall be due within thirty (30) days of issuance of the invoice. All fees due throughout the Term are committed amounts which are non-refundable. SaaS Services and Professional Services may not be cancelled by Client except as expressly authorized in the Master Subscription Agreement or in these Standard Terms and Conditions.
      • Late Charge. We reserve the right to charge You a late fee for any payments We receive later than thirty (30) days from the date of invoice. Late fees will be calculated based on a per annum rate equal to the lesser of: (i) the prime lending rate established from time to time by standard rates, plus three percent (3%); and (ii) the highest rate permitted by applicable law, and will be payable to Us on demand.
      • Taxes. You are responsible for paying all taxes (except for taxes based on Our net income or capital stock) relating to this Agreement, the SaaS Services, the Software, and any other services provided or payments made under this Master Agreement. Applicable tax amounts (if any) are NOT included in the fees set forth in this Master Agreement.
      • Credit and Debit Cards. In the event that you pay for any Services using a credit card or debit card, you authorize Pinch AI to charge your credit or debit card (or other acceptable payment method that you have chosen from those offered) (“Payment Method”), for the applicable fees for the duration of the applicable term of your selected subscription plan or other paid service or product, together with any applicable VAT, sales, use, excise, consumption or other similar tax applicable to the Services. You represent that you are authorized to use the Payment Method on your company’s behalf and you agree to accept an electronic record of a receipt. If at any time your Payment Method will not accept the charge for fees due, you agree that Pinch AI may suspend or terminate your access to the applicable Services and that you will continue to remain liable for the full payment for such Services even after your access to the Services has been terminated or suspended. By providing any Payment Method, you agree that applicable credit card, debit card and billing information may be shared with third parties such as payment processors and credit agencies, and/or collection agencies for the purposes of checking your credit, effecting payment, collecting payments and late fees if applicable, and for providing the applicable Services to you or in order to enforce our agreement with you.
      • No Refunds. You may cancel your subscription to paid services at any time and you accept that you will not receive a refund of pre-paid fees for such cancellation. In the event that Pinch AI suspends, limits, conditions, or terminates your access to the Services and/or your account due to your breach of this Agreement or any other agreement that you have with Pinch AI, you understand and accept that you will not receive a refund for any unused time with respect to fees that you have pre-paid for a subscription plan, product or service, and to the extent that you have not paid the applicable fees, you will remain liable to pay Pinch AI the entire fees due for the subscription, product or service, as applicable.

 

Free Trials and Subscription Services (for Client that have not executed a paper contract)

    • Free Trial. If you have been offered a free trial to the job posting Services (“Free Trial”), you may be required to: (a) select a desired subscription plan (“Subscription Plan”) and (b) provide valid credit card/debit card and billing information. Your credit/debit card will not be charged until the expiration of the Free Trial (if you don’t cancel before the end of the Free Trial). You can cancel at any time during the Free Trial by sending us an email at support@Pinch.AI. If you wish to cancel online, follow the instructions on the website to cancel your free trial immediately. It is your responsibility to timely cancel your Free Trial prior to the expiration of the term of the Free Trial to avoid any unwanted charges. Once your Free Trial is cancelled you will lose access to information regarding candidates, Job Advertisements and other features of the applicable Subscription Plan. If you don’t cancel prior to the end of the Free Trial term, we will automatically charge your debit/credit card for the first 30 days (if, for example, you are on a monthly Subscription Plan) or the first year (if you chose an annual Subscription Plan) or other applicable recurring period depending on the selected Subscription Plan (“Initial Plan Term”). We will continue to charge your debit/credit card at the beginning of the applicable renewal period following the Initial Plan Term unless you notify Pinch AI that you do not wish to renew prior to the end of the Initial Plan Term.
    • Subscription Plans and Renewals. Subscription Plans will automatically renew for recurring periods depending on the duration of your selected Subscription Plan (e.g., every 30 days, 3 months, 6 months, annual or other period), unless you notify Pinch AI of any changes or requests not to renew (i.e., to cancel), prior to the end of the Initial Plan Term (each, a “Renewal Plan Term”) or each Renewal Plan Term. Cancellation requests should be made in accordance with the instructions provided on the applicable Pinch AI website or in accordance with Section 7 E. (iii) below. At the time of automatic renewal, if you have provided a credit or debit card, the applicable subscription or other fees will be charged to the debit or credit card provided and/or associated with your account, or you will be invoiced for payment.
    • Cancellation. For paid Subscription Plans, you may cancel at any time effective at the end of the Initial Plan Term or any Renewal Plan Term by sending us an email at support@Pinch.AI and one of our representatives will contact you. Make sure you cancel prior to your next billing renewal date to avoid any unwanted charges. Your account will be cancelled effective on your next billing date. Once your account is cancelled you will lose access to all content and features under your selected Subscription Plan. You agree and accept that you will not receive any refund if you request a cancellation and that the cancellation request shall become effective at the end of the Initial Plan Term or Renewal Plan Term in which the cancellation notice is received by Pinch AI.
    • Suspension or Termination for Breach. Pinch AI can suspend or terminate your access to the Services and/or this Agreement in the following instances: (i) if you breach this Agreement and cannot correct the breach within that period required by Pinch AI if the breach is capable of cure; (ii) immediately, if you fail to pay any monies owed to Pinch AI for paid services or if you become the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding; (iii) immediately in the event of recurring violations of this Agreement; and (iv) for convenience via email notification to you and in the event of such termination for convenience, you will receive a pro-rata refund of any pre-paid fees pertaining to Services paid for, but not provided, for the balance of the applicable term of your then-current Subscription Plan. In the event of any termination or suspension of your access to the Services and/or termination of this Agreement or any other agreement you have with Pinch AI (other than a termination for convenience by Pinch AI as described in such agreements), you remain responsible for the entire amount of the fees pertaining to the applicable Services. Pinch AI may suspend your access to the Services without notice in the event of a suspected violation of this Agreement.

 

  • WARRANTY, DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
    • We warrant, for the Term of the Master Agreement, and conditioned on Your use of the SaaS Services in compliance with this Master Agreement, that the SaaS Services will perform in all material respects in accordance with the applicable user documentation that We provide to you along with the SaaS Services. We further warrant that all Professional Services performed by Pinch AI will be performed in a professional manner and in accordance with any applicable requirements specified in the Master Subscription Agreement. In the event that We breach a warranty above, and You promptly notify us of the breach (in any event, within 30 days of its occurrence), then We will exert reasonable efforts to correct, or implement a commercially practicable workaround for, the deficiency. If, after Your notification, We are unable to correct or implement a commercially practicable workaround for the deficiency within a commercially reasonable period of time (which may vary depending on the nature and severity of the defect), then your sole and exclusive remedy will be: (i) with respect to an unremedied breach of the warranty for the SaaS Services, to seek recovery of direct damages caused by the breach, subject to the limitations of liability below; and (ii) with respect to an unremedied breach of the warranty for Professional Services, to receive a refund of the fees paid for the unremedied Professional Services, subject to the limitations of liability below.
    • WE MAKE NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND WE EXPLICITLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. WE EXPRESSLY DO NOT WARRANT THAT THE SAAS SERVICES OR UNDERLYING SOFTWARE, IN WHOLE OR IN PART, WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION. IN NO EVENT SHALL PINCH AI BE LIABLE TO YOU, YOUR AFFILIATES, OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST REVENUE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.IN NO EVENT WILL THE LIABILITY OF PINCH AIFOR DAMAGES OR ALLEGED DAMAGES UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EXCEED THE AMOUNT OF SAAS SUBSCRIPTION FEES PAID BY YOU TO PINCH AIIN THE TWELVE (12) MONTH PERIOD PRECEDING THE INITIAL CLAIM ARISING HEREUNDER.THE REMEDIES PROVIDED IN THIS MASTER AGREEMENT ARE EXCLUSIVE, SHALL APPLY TO ALL CAUSES OF ACTION (INCLUDING NEGLIGENCE) AND SHALL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSES OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES.

 

  • LIMITATION OF LIABILITY 

(A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, IN NO EVENT SHALL PINCH AI, ITS SUBSIDIARIES, AND THEIR RESPECTIVE BOARD MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSOR AND ASSIGNS, BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OR OTHERWISE FOR ANY (I) DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR LOSSES; (II), LOSS OF PROFITS, GOODWILL, USE, DATA THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL PINCH AI BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

(B) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PINCH AI ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR USE OF OUR SYSTEMS OR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; (IV) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (VI) ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; (VII) USER CONTENT OR (VIII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY.

(C) IN NO EVENT SHALL PINCH AI, ITS SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, SUCCESSORS AND ASSIGNS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO PINCH AI IN THE 3 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM OR USD $10, WHICHEVER IS LESSER.

(D) THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY OR ANY OTHER BASIS AND EVEN IF PINCH AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

  • Indemnities.
    • Intellectual Property Indemnity by Pinch AI. We will defend, indemnify and hold You harmless from and against any damages, losses, and costs that You incur as a direct result of a claim brought by a third party which alleges that the SaaS Services provided by Pinch AI hereunder (in the form which We provide them to You) infringe a third party’s United States intellectual property rights. As a condition of Our indemnity obligation, You must promptly notify Us of any such claim; and You must in writing grant Us sole control of the defense and settlement of any such claim. You also agree to cooperate with Us to facilitate Our ability to settle or defend the claim. We in turn, reserve the right, as We elect, to obtain for You the right to continue using the SaaS Services; or to replace or modify the SaaS Services so that they are not infringing, as long as that replacement or modification does not materially alter the SaaS Services. We also reserve the right to terminate the SaaS Services if We do not feel that any of the foregoing results are commercially practicable. If We terminate the SaaS Services under these conditions, and you have prepaid for any SaaS Services, We will refund that prepayment to You. We shall have no indemnity obligations to You to the extent that the infringement claim is caused by your misuse of the SaaS Services in violation of this Master Agreement or applicable law, or Your use of the SaaS Services in combination with unauthorized third party products or services. THESE ARE OUR EXCLUSIVE OBLIGATIONS WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
    • Indemnities From You In Favor of Pinch AI. You will defend, indemnify, hold Us and our agents, employees, officers and directors (collectively and individually “We” or “Us” for purposes of this Section) harmless from and against any loss, cost and expenses arising from or in connection with: (i)any use of the SaaS Services in a manner contrary to or in violation of this Master Agreement or contrary to applicable law, (ii) gross negligence or willful misconduct, or (iii) any claim that Your data or other materials infringe any rights of any third party. Your obligations under this indemnification are expressly conditioned on the following: We must promptly notify You of any such claim, must in writing grant You sole control of the defense of any such claim and of all negotiations for its settlement or compromise (if We choose to represent Our own interests in any such action, We can do so at Our own expense, but such representation must not prejudice Your right to control the defense of the claim and negotiate its settlement or compromise), and We must cooperate with You to facilitate the settlement or defense of the claim.
  • Miscellaneous.
    • Confidentiality. “Confidential Information” is non-public information of a party which is provided to the other party hereunder and which is: (i) in good faith designated in writing as confidential; or (ii) of a type which should be recognized in good faith by a commercially reasonable party as confidential. Confidential Information of Pinch AI includes Software and its related documentation and materials, along with the terms and conditions of this Master Agreement. The party receiving Confidential Information may use it only for the purposes for which it was provided and may not disclose it to any third party unless such third party has a need to know in order to perform certain services or obligations in connection with the performance of obligations hereunder and such third party is bound in writing by confidentiality restrictions substantially similar to those required hereunder. The obligations of the parties to maintain the Confidential Information of the other as confidential shall remain in place for so long as a party maintains the applicable information as confidential. The limitations on disclosure or use of Confidential information shall not apply to information which (i) is rightfully obtained by the recipient without breach of any obligation to maintain its confidentiality; (ii) is or becomes known to the public through no act or omission of the recipient; (iii) the recipient develops independently without using Confidential Information of the other party; or (iv) is disclosed in response to a valid court or governmental order, if the recipient has given the other party prior written notice and provides reasonable assistance. You shall maintain, and shall ensure that your authorized users maintain, the confidentiality of all account information that We provide to You to enable access and use of the SaaS Services. You shall be responsible for any unauthorized disclosure or use of such account information.
    • Security and Privacy. In the course of the provision of SaaS Services, You may from time to time provide Us with certain personal identifiable information of Your employees, prospective employees and/or contractors that is regulated by state and/or federal laws and regulations (“Client PII”). In accordance with the requirements imposed by applicable laws and regulations, We shall, for so long as We retain such Client PII,: (i) limit access to Client PII to Our employees, agents and subcontractors who need access to Client PII to fulfill Our obligations hereunder and who are bound to maintain it substantially in accordance with our obligations under this provision; and (iii) implement appropriate administrative, technical and physical safeguards designed to help protect against unauthorized access to or disclosure of such Client PII.For additional information about how We treat your personal information and thereby protect your privacy, please read our privacy policy at http://www.Pinch.AI/privacy-policy. You agree that you have reviewed our privacy policy and agree to our practices as described therein. You further recognize and agree that We shall have no obligation or liability in connection with any of Your data which We anonymize or otherwise de-personalize (such as by aggregating the data in a manner that does not disclose personal information specific to an individual).As a condition to our obligations above, you agree to implement practices and policies designed to limit the provision of any personal or other regulated information or data (“regulated data”) to those instances where such a disclosure is necessary in order to utilize the SaaS Services for their intended purposes. Your personal data will be collected and processed by Pinch AI in accordance with our Privacy Policy. The personal data collected may include, without limitation, your name, address, telephone and email address and other data obtained from you from time to time.
    • Independent Contractor Relationship; No Third-Party Beneficiaries. The parties are independent contractors. No provision of this Master Agreement creates an association, trust, partnership, agency or joint venture between the parties. Neither party will have any rights, power or authority to act or create an obligation on behalf of the other party except as specified in this Master Agreement. This Master Agreement does not and is not intended to confer any rights or remedies, express or implied, upon any person other than the parties hereto.
    • Assignment. You may not assign or transfer any part of this Master Agreement without the prior written consent of Pinch AI. We may assign this Master Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or a controlling interest in our stock, but will endeavor to provide notice of such assignment as soon as practicable after it occurs.
    • Force Majeure. Neither party will be liable to the other for any failure to perform any of its obligations under this Master Agreement during any period in which performance is delayed by circumstances not within such party’s reasonable control, such as a natural disaster, act of war or terrorism, government action, labor disruption, internet outages or interruptions or power outages or interruptions, (a “Force Majeure”).
    • Compliance with Laws. Each of us shall abide by all applicable laws and regulations regarding our performance of obligations under this Master Agreement, and You shall abide by all such laws and regulations in connection with your use of the SaaS Services.
    • Entire Agreement; Severability. This Master Agreement is the entire agreement between You and Pinch AI with respect to its subject matter and supersedes all prior oral and written understandings, communications or agreements between you and Pinch AI regarding that subject matter. No amendment to or modification of this Master Agreement, in whole or in part, will be valid or binding unless it is in writing and executed by authorized representatives of both parties. If any provision of this Master Agreement should be found to be void or unenforceable, the provision will be stricken or modified, but only to the extent necessary to comply with the law, and the remainder of this Master Agreement will remain in full force and will not be terminated.
    • Governing Law and Jurisdiction. The laws of the Commonwealth of Delaware shall govern the interpretation and enforcement of this Master Agreement and any dispute arising out of or related hereto, without regard to its conflict of laws principles.
    • Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit the party’s right to enforce such provision at a later time. All waivers must be in writing to be effective.
    • Contract for Services. The parties intend this Master Agreement to be a contract for the provision of the services and not a contract for the sale of goods. To the fullest extent permitted by law, the provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Master Agreement. If You are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Master Agreement or the rights and obligations of the parties under this Agreement.
    • Notices. All notices must be in writing and shall be sent by first class U.S. mail or a nationally known express or overnight courier (such as FedEx, UPS or the U.S. Postal Service). Notices to Us shall be sent to our main address as listed on our website and, for each notice, a copy shall also be sent to Our Director of operations and administration. Notice to You may be sent to Your address set forth in the Master Agreement. Notices shall be deemed given upon receipt thereof. Without limitation, notices shall be deemed received on the date shown on the return receipt (for any mail delivered on a return-receipt basis) or on the courier’s confirmation of delivery.