Effective Date: July 7, 2008

YOU MUST AGREE TO THIS MANDATORY TERMS OF USE AGREEMENT BEFORE USING THIS WEBSITE.

Pivot, Inc. ("Pivot") provides this website and website-related services (collectively, the "Website") subject to your compliance with the mandatory terms of use set forth in this agreement (the "Agreement").  This Agreement, and the terms and conditions listed in the Privacy Policy, govern the relationship between Pivot and you, the Visitor, with respect to your use of this Website. YOUR USE OF THE WEBSITE BINDS YOU TO THESE MANDATORY TERMS OF USE AND THE TERMS AND CONDITIONS CONTAINED IN THE PRIVACY POLICY.  If you do not agree to these Mandatory Terms of Use, you must not use the Website.

As used in this Agreement, the words “you” and “your” refer to any person accessing the Pivot Website.  The words “we,” “us,” and “our” refer to Pivot, Inc.


Pivot may, at any time and in our sole discretion, revise or update this Agreement by posting an amended Agreement on the Website.  Any changes that are made to this Agreement will be effective immediately upon posting.  Please check this page periodically for changes to the Agreement.  Your use of the Website following the posting of an updated Agreement constitutes acceptance of the last updated Agreement.

Further, Pivot reserves the right, at any time, to modify or discontinue, temporarily or permanently, the Website (or any part thereof) without notice to you.  You agree that Pivot shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website, or of any Materials (as defined below).

If you have any questions about this Agreement, please contact us at support@pivotinc.com

License to Use Website

Pivot hereby grants you a limited, non-exclusive license to access the Website subject to and in accordance with the mandatory terms of use of this Agreement. Any violation of the terms or conditions of this Agreement is grounds for immediate termination of this limited license.

Financial Information

The materials, including any investment information which may appear on our Website, is for informational purposes only and DOES NOT constitute either financial or investment advice. Those accessing the Materials should not act upon them without first seeking business legal, financial, medical or other such counsel, as these Materials are general in nature, and may not apply to a particular circumstance. As such, the Materials should not be used as a substitute for consultation with a professional adviser. Please consult a professional adviser should you have questions regarding any of the above mentioned issues.

Pivot, its affiliates, or their employees, agents, officers or directors will not be responsible for financial decisions you may make.

General
The Web site may contain typographical errors or inaccuracies, including but not limited to errors or inaccuracies related to price, product information, product description or availability, and may not be complete or current. Pivot therefore reserves the right to correct any errors, inaccuracies or omissions (including after any order has been submitted, confirmed and/or charged to your credit card) and to change or update information at any time without prior notice. Please note that such errors, inaccuracies or omissions may relate to pricing and availability, and we reserve the right to cancel or refuse to accept any order placed based on incorrect pricing or availability information.

We have made every effort to display as accurately and reliably as possible the colors, sizes, dimensions, materials, textures, and all other physical aspects (“Depiction”) of the goods that appear on the Website. However, we cannot guarantee, and make no warranty, promise, or agreement that any depicted or described product actually comports with its Depiction or description.

Any price quotation, service information or any other such information regarding the provision of and fees for any goods or service offered by Pivot are provided purely for informational and illustrative purposes. Pivot does not guarantee, and makes no warranty, promise, or agreement that any depicted or described goods or services are actually offered or comports with its description on the Website. Pivot reserves the right to cease offering any such services or benefits to any prospective or actual member or customer at any time, in all cases without notice or liability.

Rules of Conduct


You agree to comply with all applicable laws, rules and regulations in accessing and/or using the Website and/or any Materials.  In addition, your use of the Website is conditioned on your compliance with the following rules of conduct as well as all other terms of the Agreement.

You agree not to use this Website for any unlawful or fraudulent purpose, including impersonating any person or entity, including, but not limited to, any employment applicant, Pivot employee, agent, or representative; or expressing or implying that Pivot endorses any statement you make.  Moreover, you may not interfere with or violate any other Website visitor's or user's right to privacy or other rights, or harvest or collect personally identifiable information about Website visitors or users, or about Pivot employees or other individuals identified on the Website, without their express written consent.

You are also proscribed from selling, reselling, transferring, licensing or exploiting for any commercial purposes any use of or access to the Website or the Materials.  You may not harvest any Materials from the Website via any method, including without limitation browsers, spiders, robots, avatars or intelligent agents. Furthermore, You may not frame, mirror, in-line link to, or make other similar use of, all or any part of the Website, including Pivot’s Intellectual Property thereon, without our prior express written authorization.

To the extent that you may access or download any software that is made available through Pivot from the Website ("Software"), such Software is the copyrighted work of Pivot and/or its various third party licensors. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software. You may not install or use any Software that is accompanied by or includes such an end user license agreement unless You first agree to the terms of such agreement. Any warranty applicable to the Software will be specified in the terms of the License Agreement and no additional warranties are provided herein. If you have any inquiries concerning these terms, please consult Pivot before accessing any programs.

Website Security
You may not violate or attempt to violate the security of the Website by any means, including but not limited to:

• accessing data not intended for You to access;
• logging into any portion of the Website which You are not expressly authorized to access;
• attempting to probe, scan or otherwise test possible vulnerabilities of the Website or of the system upon which it resides;
• breaching security authorization measures without proper authorization;
• forging any TCP/IP packet header of any of the header information in any communication using the website;
• modifying, adapting, translating, reverse engineering, decompiling or disassembling any portion of the Website or Materials;
• interfering with or disrupting or attempting to interfere or disrupt the operation of the Website;
• inhibiting any other person from using the Website;
• hacking, or defacing any portion of the Website;
• overloading, “flooding,” “spamming,” “mailbombing” or “crashing” the Website; or,
• transmitting to or otherwise making available in connection with the Website any virus, worm, Trojan horse, root kit or other harmful code.

Violations of system or network security may result in civil or criminal liability.

Content Submitted or Made Available to Pivot

By submitting any documents, comments, questions, suggestions, plans, notes, drawings, ideas, proposals, or materials similar thereto (“Submissions”) to Pivot, through any Communication Service, you hereby explicitly agree that: (a) your Submissions do not contain confidential or proprietary information; (b) your Submissions automatically become the property of Pivot without any obligation of Pivot to you; (c) Pivot is not under any obligation of confidentiality relating to the Submissions, either express or implied; (d) Pivot shall be entitled to use or disclose the Submissions in any way, manner, purpose or otherwise, worldwide; (e) Pivot may have under consideration or development similar ideas to the Submissions; and (f) you are not entitled to any compensation or reimbursement of any kind from Pivot in exchange for the Submissions.

• contains a virus, corrupt file, or any other similar software of programs which may damage the operation of another’s computer;
• violative of the rights of any party, infringing upon the patent, trademark, trade secret, copyright, or other intellectual or proprietary property right of any party;
• defamatory, libelous, obscene, pornographic, indecent, lewd, inappropriate, invasive of privacy or publicity rights, abusing, threatening, harassing, threatening, or otherwise
• objectionable; or,
• Contains a survey, contest, pyramid scheme or chain letter;

Pivot may disclose the contents of any Submissions to any third party, including any law enforcement agency, to protect our rights or property, or for any other reason.

Pivot Inc's Intellectual Property Rights


The Website and its downloadable contents are protected by the copyright laws of the United States and other jurisdictions. You may print and/or download a copy of any part of the Website for your personal, non-commercial use, but you may not copy any part of the Website for any other purpose without the express written consent of Pivot, and you may not modify any part of the Website for any reason.  Inclusion of any part of the Website in another work, whether in printed, electronic or other form, or inclusion of any part of the Website in another website by linking, framing, in-line linking, or otherwise, is strictly prohibited without agreeing to Pivot’s Mandatory Terms of Use and obtaining Pivot’s prior express written authorization. Additionally, you may not remove any trademark, copyright, or other rights notice which appears on the Website

The trademarks, service marks, logos and any designs used or displayed on the Website specific to Pivot are trademarks and/or service marks owned by Pivot.  Any use of copyrighted works, trademarks or service marks, including the reproduction, modification, distribution or republication of same without the prior express written permission of Pivot is strictly prohibited.  Other copyrighted works, trademarks, service marks, trade names and company logos utilized on the Website are the property of their respective owners.  All rights reserved. The appearance of any such third party trademarks does not in any way imply any connection, license, approval or other such relationship of any kind with such third party.

The website may also contain samples of Pivot’s programs for informational purposes. These programs cannot be used for any commercial purpose. Moreover, certain technology and programs may be subject to patents pending, and any unauthorized use is strictly prohibited

Pivot can be reached by directing communications to:


Attn: Legal Dept.
Pivot, Inc.
1 Evertrust Plaza Ste 902
Jersey City, NJ 07302
support@pivotinc.com


Digital Millennium Copyright Act


If you believe that any Content, Submission, or other material posted on the Website infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following:

• A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed;
• Identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;
• Information reasonably sufficient to permit Pivot to contact you;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and,
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact Pivot’s designated DMCA Copyright Agent:

Adam R. Bialek
Wilson, Elser, Moskowitz, Edelman & Dicker LLP
3
Gannett Drive
White Plains, NY 10604

Adam.Bialek@wilsonelser.com

Phone: 914-323-7000

Fax: 914-323-7001

Enforcement of the Agreement

Pivot may investigate any reported, alleged or suspected violation of this Agreement, and take any action that Pivot, in its sole discretion, deems appropriate. Such action may include issuing warnings, suspension of a user’s access to the Website or complete termination of such access, at any time.

Limited Liability

IN NO EVENT SHALL PIVOT, INC., ITS SUPPLIERS OR OTHER THIRD PARTIES MENTIONED ON THE WEBSITE BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM YOUR USE OR ANY OTHER INDIVIDUAL’S USE OF OR ACCESS TO THE WEBSITE.  PIVOT, INC. DOES NOT WARRANT THAT ACCESS TO THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE.  ADDITIONALLY, PIVOT, INC. DOES NOT WARRANT THAT ANY INFORMATION TRANSMITTED BY PIVOT TO ANY INDIVIDUAL, OR BY ANY INDIVIDUAL TO PIVOT, VIA THIS WEBSITE, IS ACCURATE OR EFFECTIVE. FURTHER, NEITHER PIVOT, INC., NOR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION OR HOSTING OF THIS WEBSITE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE AND/OR ACCESS TO THIS WEBSITE AND ANY SERVICES CONTAINED HEREON.  YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE OR THE MATERIALS IS TO STOP USING THE SITE OR THE MATERIALS.

Without limiting the foregoing, everything on this Website is provided to you "AS IS" and Pivot, Inc. SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THIS WEBSITE, ITS CONTENTS, AND ANY SERVICE PROVIDED VIA THE WEBSITE.

Indemnity

You agree to defend, indemnify and hold harmless Pivot, its affiliates and its suppliers, and each of their respective partners, employees, representatives and agents, from and against all claims, losses, costs, damages, liabilities and expenses (including, but not limited to, attorney fees) arising out of:

• A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed;
• Identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;
• Information reasonably sufficient to permit Pivot to contact you;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and,
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Servability

If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.

Incorporation of Privacy Policy

We use your information only as described in the Privacy Policy, which is expressly incorporated as terms of this Agreement. If you object to anything in the Privacy Policy, please do not use our services or contact us directly to determine whether a special exemption or modification may be warranted.

Unless otherwise specified, the Website and its contents are provided solely for providing information about Pivot.  The Website is controlled and operated by Pivot from Massachusetts.  As such, any dispute arising under the Mandatory Terms of Use shall be resolved exclusively by Massachusetts state or federal courts, applying Massachusetts law, regardless of any principles of conflicts of law. By your use, you waive any jurisdictional, venue or inconvenient forum objections to such courts for purposes of resolving these disputes.

Although the Website is available worldwide, you understand and agree that the law of your home jurisdiction may provide protections not provided in the United States, and that by visiting the Website, you unequivocally and unambiguously agree to submit and adjudicate any disputes which arise out of such use pursuant to the terms and conditions stated in this Choice of Law and Jurisdiction clause.

Links to Other Websites

This Website may contain links to other sites ("Third Party Websites").  These links are provided solely for the convenience of our users.  Pivot does not necessarily endorse, sanction or verify the accuracy of the information contained on Third Party Websites.  Once you access a Third Party Website through a link on this Website, you are no longer covered by the privacy policies or Mandatory Terms of Use of this Website.  Concerns regarding a Third Party Website should be directed to the Third Party Website itself.  Pivot bears no responsibility for any action associated with any Third Party Website.

Policies for Children

Our Website is not directed to individuals under the age of 13.  However, we advise all visitors to this Website under the age of 13 not to disclose or provide any Personally Identifiable Information.  In the event that Pivot discovers that a child under the age of 13 has provided Personally Identifiable Information to us, we will delete the child's Personally Identifiable Information in accordance with the Children's Online Privacy Protection Act of 1998.
Please see the Federal Trade Commission's website for this act:  http://www.ftc.gov/bcp/conline/edcams/kidzprivacy/ for more information.

Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your Internet Service Provider for more information.