Terms of Service

Effective Date: 20th October 2023

PLEASE READ THESE TERMS OF SERVICE (TERMS) BEFORE USING THE SERVICES (AS DEFINED BELOW). THEY ARE THE RULES AND REQUIREMENTS THAT APPLY TO THE SERVICES. DO NOT PURCHASE A SUBSCRIPTION, REGISTER FOR AN ACCOUNT (AS DEFINED BELOW), OR USE THE SERVICES IF YOU ARE NOT IN AGREEMENT WITH THESE TERMS.

THESE TERMS REQUIRE YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH US AND YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN COURT, TO HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY, OR TO BRING ANY CLAIMS AGAINST US IN A CLASS ACTION FORMAT. SEE Section 7(F) (Opt-Out) TO LEARN HOW TO OPT-OUT OF MANDATORY ARBITRATION.

Welcome to Pitch Pals® (“Pitch Pals®”). By purchasing a subscription to, registering an Account for, or using the Pitch Pals® mobile application, including all the services provided therein, and any other websites, applications, and online services (“Apps”) that link to these Terms (collectively, the “Services”), you acknowledge that you have read and understand these Terms, and agree to be bound by them. Pitch Pals®, inclusive of its parent company, is referred to as “we,” “our,” “us,” or “Pitch Pals®.” Both these Terms and separate terms of service or sale documents may apply to your use of the Services or to a sweepstakes, service, or product offered via the Services (“Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

In these Terms, “you” refers to Adult Users (as defined below) of the Services and purchasers of Accounts (as defined below). An “Adult” is a person of legal age who can enter into a contract in the state in which the User resides; by purchasing a subscription to, registering for, or using the Services, you represent and warrant that you are an Adult, and that you will be responsible for ensuring that any child or student authorized by you to use and access the Services does so in accordance with these Terms.

Summary of Key Points

You should read this entire Terms of Service and also our Privacy Policy (the terms of which are incorporated into these Terms), but here are some key points:

  • By purchasing a subscription to, registering an Account for, or using the Services, you accept these Terms.
  • By activating a Premium Account, you agree that we may renew your subscription automatically for the same subscription term on the day after your previous subscription ends and you authorize us to charge you for the subscription term, unless you cancel your Account prior to its renewal date through the procedures described in Section 1(C)(iii) (Subscription Cancellation).
  • YOU AGREE TO ARBITRATE DISPUTES RATHER THAN GOING TO COURT as set forth in Section 7 (Arbitration and Dispute Resolution)
  • Your use of the Services is AS IS, without warranty and will result in no liability to us as set forth in Section 8 (Disclaimer of Representations and Warranties) and Section 9 (Limitations of Liability).

Table of Contents

  1. Accounts, Passwords, and Payments
  2. Services Ownership and License
  3. Content You Submit
  4. Services and Content Use Restrictions
  5. Linking to and from Our Services
  6. Governing Law
  7. Arbitration & Dispute Resolution
  8. Disclaimer of Representations and Warranties
  9. Limitations of Liability
  10. Indemnity
  11. Infringement Policy and Reporting Procedure
  12. Wireless Features
  13. Submission of Feedback
  14. General Provisions

1) Accounts, Passwords, and Payments

a) Account Types. We currently offer the following Accounts through the Services: Free Accounts and Premium Accounts. Users of the Services include Child Users (children or students under the age of 18 who use the child-directed learning portion of the Services) and Adult Users (parents and legal guardians of Child Users). Each Account, whether a Free Account or Premium Account, can have multiple Child Users with their own progress tracked separately.

b) Passwords and Account Access. Every Account has one designated Adult User who must be at least 18 years of age. You are responsible for maintaining the confidentiality of your password and Account information. You agree that (a) you will provide complete and accurate registration information about yourself and any individual you authorize to access your Account and keep your Account information up to date; (b) you are solely responsible for all activities that occur under your Account; (c) you will notify us immediately of any unauthorized Account use; (d) we are in no way responsible for any loss that you may incur as a result of any unauthorized use of your Account and password; and (e) you will not sell, transfer, or assign your Account or any Account rights. If we learn that an ineligible User has created an Account, we may seek confirmation of the User’s status or deactivate the Account, without notice to the ineligible User.

c) Account Fees. For certain Premium Accounts, we may charge a fee, such as an Account or subscription fee. For existing subscribers, we may change your fee at any time in our sole discretion at the end of your subscription period, provided that we first notify you by email. All fees are due in accordance with payment terms in effect at the time the fee or the charge becomes due. We may offer promotional trial subscriptions to access the Services for free or at special discounted prices. If you sign up for a trial subscription, your rights to use the Services are limited by the terms of such trial and will terminate or renew according to the terms of your trial arrangement and/or any applicable Additional Terms. Please note that we do not provide price protection or refunds for existing subscribers in the event of a price drop or promotional offering for new subscribers. Failure to pay any fees may result in your inability to access or use the Services.

i) Authorization to Charge for Services. You must either use a credit card or other payment method accepted by us (for example, PayPal and Apple’s iTunes Store) (“Payment Method”) to activate and maintain a paid Account. You authorize us to charge you through the Payment Method that you use when registering for an Account and/or purchasing an additional subscription (for example, the Assessment Center). You will also be responsible for charges (including applicable taxes) for any products or services that you order that are offered for sale through the Services. All prices quoted for products or services are exclusive of tax, unless otherwise stated. Please note that we may take steps to verify your Payment Method, which may include initiating a small (usually $1.00) authorization to your Payment Method, even if you receive a free trial, which test authorization will be promptly reversed within the time period required by payment network rules. If we do not receive payment from the Payment Method you use, you agree to pay all amounts due hereunder upon our demand and will be solely responsible for any dispute with your payment provider. Should the Payment Method provided initially be declined for insufficient funds or any other reason, we reserve the right to attempt to recharge the Payment Method in full or in lesser installments of the initially incurred charge for the duration of the Account subscription you selected and for up to an additional 90 days. You will not be charged more than the amount for which you purchased your Account subscription. You will be solely responsible for all overdraft fees and/or penalties that may be assessed by your payment provider. We use a third-party service provider to process payments on our behalf. You acknowledge and agree that in the event the third-party payment processor experiences a data breach that affects your information through no fault of Company, Company will in no way be responsible or liable to you for any such breach.

ii) Subscription and Renewal. By activating a Premium Account, you agree that we may renew your subscription automatically for the same subscription term on the next day after your previous subscription ends. For example: If you register for a free 30-day trial on February 1, your subscription will automatically renew on March 1, April 1, and so on. However, when a date does not occur in a month, your Account will renew and be billed on the last day of that month. For example, if you activated a Family Account on January 31, your next renewal and billing date will be on February 28 (or 29 in a leap year). For Family Accounts, you authorize us to charge you for the subscription term, unless you cancel your Account prior to its renewal date through the procedures described in the Subscription Cancellation section
below. For Premium Accounts, we will charge your Payment Method each year, month, or other applicable period (depending on the term that you selected) for the then-current applicable price.

Your subscription may start with a free trial. The duration of the free trial period of your subscription will be specified during sign-up and is intended to allow new and certain former subscribers to try the service. Free trial eligibility is determined by Pitch Pals® in its sole discretion. Members of households with an existing or recent subscription to the Services may not be eligible. We reserve the right to revoke the free trial and put your account on hold in the event that we determine that you are not eligible.

iii) Subscription Cancellation. Unless you purchased your subscription(s) through the iTunes Store or Google Play, to cancel any subscription and avoid future charges, you may cancel such subscription prior to its renewal date through the My Account area in the Parent Area or by contacting Customer Support. If you contact Customer Support, please know that we endeavor to have customer requests handled within 24-48 hours; however, we cannot guarantee that your cancellation will be registered within that time. If you downloaded our app through the iTunes Store or Google Play, you must follow the cancellation instructions provided in the iTunes Store or Google Play, as applicable. For all Accounts, you will continue to have access to your Account for the time period that has been prepaid. If you activated a Premium Account at a discounted or promotional rate, chose to pay in installments, and then canceled that Account prior to all the installments having been paid, the time period after cancellation that your Account will continue to be accessible will be calculated based on the non-promotional/non-discounted rate in effect at the time of cancellation. After you cancel your Account, we will not charge you any subscription fees after the expiration of your then-current subscription. Please note that we do not provide full or partial refunds for prepaid sums. In any event, you will be able to continue to use the Services throughout the remainder of the subscription period for which you have already paid.

2) Services Ownership and License

a) Ownership. As between us and you, the Services (including past, present, and future versions) are owned and controlled by us and their Content is protected by U.S., U.K., and international copyright, trademark, trade dress, patent, and other intellectual property rights and laws to the fullest extent possible. “Content” means all text, graphics, user interfaces, visual interfaces, photographs, logos, sounds, music, artwork, and computer code displayed on or available through the Services and the design, structure, selection, coordination, expression, and arrangement of such materials including, without limitation, (i) materials and other items relating to us and our products and services, including, without limitation, all activities, printables, characters, photographs, audio clips, sounds, pictures, videos, and animation; (ii) trademarks, logos, trade names, service marks, and trade identities of various parties, including ours (collectively, “Trademarks”); and (iii) other forms of intellectual property.

b) Limited License. Subject to your compliance with these Terms, any applicable Additional Terms, and your payment of any applicable subscription fees, we grant you a limited, nonexclusive, revocable, non-assignable and nontransferable license (“License”) to access, display, view, use, play, and otherwise interact with the Content on a personal computer, mobile phone or other wireless device, or other internet-enabled device (each, an “Internet Device”) for your personal, noncommercial use only. The License does not give you any ownership of, or any other intellectual property interest in, any Content or the Services, and you cannot otherwise use the
Content or the Services without our express prior written permission. All rights not expressly granted to you are reserved by us and/or our licensors and other third parties. Except as expressly provided in these Terms or with Pitch Pals®’ express prior written consent, no part of the Services and no Content may be used, copied, reproduced, distributed, uploaded, posted, publicly displayed, translated, transmitted, broadcast, sold, licensed, or otherwise exploited for any purpose whatsoever. Any unauthorized use of any Content or the Services for any purpose is prohibited.

3) Content You Submit

We may allow the recording, submission, or distribution of artwork, audio, video, or other content created by Users (“User-Generated Content”) on or through the Services. All rights to User Generated Content including all intellectual property rights shall remain the exclusive property of the User. By recording, submitting, or distributing User-Generated Content on or through the Services, you grant us a limited, nonexclusive, worldwide, fully paid, license to use, store, copy, distribute, display, transmit, and sublicense such User-Generated Content solely for the purposes of delivering the Services to you, in all formats, on or through any medium now known or hereafter developed, and with any technology or devices now known or hereafter devised. If you are an Adult, you consent to the publication of any testimonials you send to us along with your name and other information you submit in connection with such testimonial.

4) Services and Content Use Restrictions

You agree that you will not: (i) engage in any activities, including, without limitation, the uploading, posting, emailing, or transmitting of User-Generated Content, that (a) attempt to or do harm to us, the Services, or any others; (b) are unlawful, false, inaccurate, misleading, offensive, obscene, lewd, violent, harassing, threatening, abusive, tortious, defamatory, invasive of another’s privacy, or are otherwise objectionable to us, in our sole discretion; or (c) violate any right of any third party, including, without limitation, the uploading, posting, emailing, or transmitting of User Generated Content that violates another person’s intellectual property right, right of privacy, right of publicity, trade secret right, or other proprietary right; (ii) reverse engineer, disassemble, or modify any source or object code or any software or other products, services, or processes accessible through the Services, install any software, file, or code on the Services that is not authorized by us, or attempt to do so; (iii) engage in any activity (other than the use of specific features of the Services, such as Site Timer or Activity Blocker) that interferes with a user’s access to the Services or the proper operation of the Services; (iv) access or collect information from the Services using automated means (such as through scripts, robots scrapers, or spiders); (v) use any meta tags or other “hidden text” utilizing any of our Trademarks; (vi) interfere with or circumvent any security feature of the Services or any feature that restricts or enforces limitations on the use of or access to the Services or its Content; (vii) use the Services for commercial or political purposes; (viii) disclose, harvest, or otherwise collect information, including email addresses or other private information about any third party, including Child Users, without that party’s (or for Child Users, their parent or legal guardian’s) express consent; or (ix) otherwise violate these Terms, or any Additional Terms, or solicit, encourage, or facilitate anyone else to do so.

5) Linking to and from Our Services

a) Linking to or Framing Our Services. When linking to our Services, you must adhere to the following requirements: (i) the link to the Services must not damage, disparage, present false information about or tarnish the goodwill associated with any of our Trademarks, products, services and/or intellectual property; (ii) the link to the Services must not create the false appearance that your website and/or organization is sponsored by, endorsed by, affiliated with, or associated with us; (iii) no one may “frame” the Services or create a browser environment around any of the Content; and (iv) you may not link to the Services from a website that is unlawful, abusive, indecent, or obscene; that promotes violence or illegal acts; that contains expressions of racism; that is libelous, defamatory, scandalous, or inflammatory; or that we otherwise deem inappropriate in our sole discretion. We reserve the right to prohibit linking to the Services for any reason, in our sole and absolute discretion, even if the linking complies with the requirements described above.

b) Links to Other Services and Third Parties. Child Users are blocked from accessing external links, which will only be available from areas of the app accessible if an Adult User enters his or her password or PIN. Any interactions, transactions, and other dealings that you have with any third parties found on or through the Services (including those that are linked to from the Services) are solely between you and the third party (including issues related to payments, delivery of goods, and warranties), and we disclaim all liability in connection therewith.

6) Governing Law

THESE TERMS, AND ANY ADDITIONAL TERMS, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED KINGDOM, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES.

7) Arbitration and Dispute Resolution

THESE TERMS REQUIRE YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH US AND YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN COURT, TO HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY, OR TO BRING ANY CLAIMS AGAINST US IN A CLASS ACTION OR REPRESENTATIVE ACTION FORMAT.

PLEASE READ THIS ARBITRATION & DISPUTE RESOLUTION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS. YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE IN THE FUTURE MUST BE RESOLVED ON AN INDIVIDUAL BASIS THROUGH BINDING ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.

TO LEARN HOW TO OPT-OUT OF MANDATORY ARBITRATION, SEE SECTION 7(F) BELOW.

If any controversy, allegation, or claim under any legal theory, including but not limited to any federal or state statutory claims, common law claims, including those based in tort, fraud, misrepresentation, or contract, arises out of or relates to the Services or these Terms or the breach, termination, enforcement, interpretation, formation, or the validity thereof, and the issue of arbitrability (collectively, the Dispute), you and we agree to the following resolution process with respect to the Dispute. All issues are for the arbitrator to decide, including issues relating to the scope, conscionability, severance, and enforceability of this arbitration agreement. The parties acknowledge that these Terms evidence a transaction in interstate commerce. Notwithstanding the substantive law applicable to any arbitration, any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act and the Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate.

To resolve any Dispute most efficiently, you and we agree to first discuss the Dispute informally for at least 30 days. To do so, the party who wants to raise the Dispute must first send to the other party a notice that must include (1) a description of the Dispute and (2) a proposed resolution (together, the Dispute Notice).

If you want to raise a Dispute, you must send your Dispute Notice by certified mail to Pitch Pals, 124 City Road, London EC1V 2NX, United Kingdom and address the Dispute Notice to Pitch Pals®, with an email copy to [email protected]. If we would like to subsequently discuss your Dispute Notice with you, we will contact you by using the contact information included with your Dispute Notice. If we want to raise a Dispute, we will send our Dispute Notice to you at the email address that we have on file for you. If we do not have a valid email address on file for you, we will send our Dispute Notice to you through a means that complies with the service of process rules in the United Kingdom.

If you and Pitch Pals® do not reach an agreed-upon resolution within 30 days of receipt of the Dispute Notice, you and Pitch Pals® agree that the Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the London Court of International Arbitration (LCIA). The arbitration will be heard and determined by a single neutral arbitrator who is a lawyer or retired judge, who will administer the proceedings in accordance with the LCIA’s Consumer Arbitration Rules. In resolving the Dispute, the arbitrator will consider applicable law, the provisions of these Terms and any Additional Terms, and any facts based upon the record and no other basis, and will issue a reasoned decision. If a party properly submits the Dispute to the LCIA for arbitration and the LCIA is unwilling or unable to set a hearing date within 60 days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by Judicial Arbitration and Mediation Services, Inc. (JAMS), and determined by a single neutral arbitrator who is a lawyer or retired judge, using JAMS’s Streamlined Arbitration Rules and Procedures, or by any other arbitration administration service to which you and we consent. You can obtain LCIA and JAMS procedures, rules, and fee information as follows:

JAMS: 800.352.5267
LCIA: +44 (0) 20 7936 6200

https://www.lcia.org/
http://www.jamsadr.com

a) Nature, Limitations, and Location of Alternative Dispute Resolution. In arbitration, as with a court, the arbitrator will resolve the submitted Dispute and can issue a decision consistent with this Section 7. However, WITH ARBITRATION, THERE IS NO JUDGE OR JURY; THE ARBITRATION PROCEEDINGS AND ARBITRATION ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES; AND JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in London, UK. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules, but if applicable arbitration rules or laws require us to pay a greater portion or all such fees and costs in order for this Section 7 to be enforceable, then we will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the Dispute and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) is based. Judgment on the arbitration decision and award (if any) may be entered into any court that has jurisdiction over the parties.

b) Injunctive Relief. The foregoing provisions of this Section 7 will not apply to any legal action taken by either party to seek an injunction or other equitable relief in conjunction with any intellectual property claim or claim related to unauthorized access to data through the Services (including, but not limited to, claims related to patent, copyright, trademark, and trade secrets, and claims relating to the access or retrieval of data through the Services using an automated process such as scraping).

c) Timing of Claim. To help resolve any issues between you and us promptly and directly, you and Pitch Pals® agree that any Dispute Notice must be sent, or that any small claims or injunctive relief complaint permitted under this Section 7 must be filed, within one year after the events giving rise to the Dispute arise; otherwise, the Dispute is waived.

d) No Class Actions. You and Company agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. You and Company further agree that any Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. Also, the arbitrator(s) may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).

e) Opt-out. You can choose to reject this arbitration agreement by sending us a written opt-out notice (“Opt-Out Notice”) within 30 days following the date you first agree to these Terms, by email at [email protected]. To be effective, the Opt-Out Notice must contain your name, address, and signature. If you opt-out of the arbitration agreement, all other parts of the Terms will continue to apply to you. Opting out of this arbitration agreement has no effect on any previous, other, or future arbitration agreements that you may enter with the Company.

f) Survival of Arbitration Agreement. You and Pitch Pals® agree that the agreement to arbitrate shall survive termination of these Terms, and the termination of any membership or account you may have with Company.

g) Severance of Arbitration Agreement. If the arbitrator decides that applicable law precludes enforcement of any of this arbitration agreement’s limitations as to a particular claim for relief, then that claim (and only that claim) shall be severed from the arbitration and may be brought in court. In addition, notwithstanding anything to the contrary, if any part of this agreement to arbitrate is deemed invalid or inapplicable, the remainder of the agreement to arbitrate shall still be considered valid and enforceable.

Nothing herein shall be construed as consent by Pitch Pals® to the jurisdiction of any court regarding claims unrelated to the use of the Services or these Terms.

8) Disclaimer of Representations and Warranties

YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK.

THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, we and our parent company, affiliates, subsidiaries, and each of their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, Company Parties), hereby to the maximum extent permissible by applicable law, disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to the following:

a) the Services (including the Content and the User-Generated Content);
b) the functions, features, or any other elements on, or made accessible through, the Services;
c) any products, services, or instructions offered or referenced at or linked through the Services;
d) whether the Services (and their Content), or the servers that make the Services available, are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Internet Device);
e) the specific availability of the Services, and whether any defects in the Services will be repaired, or will be repaired in a particular time frame; and
f) whether your use of the Services is lawful in any particular jurisdiction.

EXCEPTING ONLY AS MAY BE SPECIFICALLY SET FORTH IN ANY ADDITIONAL TERMS, PITCH PALS® PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THEWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM ERRORS, COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS.

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties, so the above disclaimers may not apply to the extent that such jurisdictions’ laws are applicable.

9) Limitations of Liability

UNDER NO CIRCUMSTANCES WILL ANY COMPANY PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages including losses or damages in the form of lost profits, loss of goodwill, or loss of data that are directly or indirectly related to:

a) the Services (including the Content and the User-Generated Content);
b) your use of or inability to use the Services or the performance of the Services;
c) the failure of a Child User to learn or otherwise benefit educationally from his or her use of the Services;
d) any action taken in connection with an investigation by Company Parties or law enforcement authorities regarding your access to or use of the Services;
e) any action taken in connection with copyright or other intellectual property owners or other rights owners;
f)any errors or omissions in the Services’ technical operation; or
g) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, inaccuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the events or circumstances were foreseeable and even if Company Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action of contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, force majeure, telecommunications failure, or destruction of the Services).

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.

EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY PARTIES’ TOTAL LIABILITY TO YOU IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICES AND YOUR RIGHTS UNDER THESE TERMS EXCEED THE AMOUNT PAID BY YOU TO US DURING THE PREVIOUS 12 MONTHS FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION.

10) Indemnity

To the maximum extent allowed by law, you agree to indemnify, defend, and hold harmless Pitch Pals® Parties from and against all losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from: (a) your breach or alleged breach of these Terms; (b) your use of the Services or activities in connection with the Services; (c) your User-Generated Content; (d) your violation of any law, rule or regulation; or (e) your violation of any third-party rights. Pitch Pals® Parties reserve the right to assume, at their sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Pitch Pals® Parties in asserting any available defenses. You will not, in any event, settle any claim without our prior written consent. If any Child User you authorize to use or access the Services disaffirms any or all of these Terms, you agree to defend, indemnify, and hold Pitch Pals® Parties harmless for any damages that Company Parties suffer by the Child User’s disaffirmance.

11) Infringement Policy and Reporting Procedure

In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), our designated agent to receive notices of copyright infringement is our General Counsel, who may be reached by email at [email protected]. If you believe that your material has been posted on, or distributed via, the Services in a way that constitutes copyright infringement, please provide the following information as required by the DMCA: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (the “complaining party”); (ii) identification of the copyright work(s) claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact the complaining party; (v) a statement that the complaining party (name, address, telephone number, and email address) has 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 (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. The DMCA provides that a person who knowingly materially misrepresents that material or an activity is infringing may be subject to liability. We may send the information in the notice from the complaining party to the person who provided the allegedly infringing material.

12) Wireless Features

The Services may offer certain features and services that are available to you via your wireless Internet Device (collectively, “Wireless Features”). Your carrier may charge standard messaging, data, and other fees, which may appear on your wireless bill or be deducted from your prepaid balance. Your carrier may prohibit or restrict certain Wireless Features, and certain Wireless Features may be incompatible with your carrier or wireless Internet Device. You agree that as to the Wireless Features for which you are registered, we may send communications to your wireless Internet Device regarding us or other parties. If you have registered via the Services for Wireless Features, then you agree to notify us of any changes to your wireless number (including phone number) and update your Account to reflect the changes.

13) Submission of Feedback

Under certain circumstances, we might ask Adult Users for feedback or ideas as to their experiences with our Services. If you choose to provide us with feedback, you acknowledge and agree (i) that you have no expectation of review, compensation, or consideration of any type for any such feedback or ideas; and (ii) we will be free to use and exploit such feedback or ideas in our discretion and without compensation or obligation to you.

14) General Provisions

a) Termination and Suspension. We reserve the right to discontinue the Services or suspend or terminate your access to it, including any Accounts or User-Generated Content submitted by you, at any time, without notice, for any reason and without any obligation to you or any third party. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, or otherwise violates these Terms or any Additional Terms, then we may suspend or terminate your Account or deny you access to all or part of the Services. Any suspension or termination will not affect your obligations to us, including any payment obligations to us, and you will not be entitled to a refund of any payments. Upon suspension or termination of your access to the Services, or upon notice from
us, your License to use the Services will terminate immediately.

b) Communications. When you communicate with us electronically, such as via a Services communication tool, you consent to receive communications from us electronically. Please note that we will do our best to respond to your inquiry, but it may take us some time. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, satisfy any legal requirement that such communications be in writing.

c) Operation of Services; International Issues. If you use the Services from locations outside of the US or UK, you are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply (for example, any local education, regulatory, or data privacy laws). You and we disclaim any application of the Convention on Contracts for the International Sale of Goods.

d) Severability; Interpretation. If any provision of these Terms, or any Additional Terms, is for any reason deemed unenforceable by a court or arbitrator, you agree that every attempt will be made to give effect to the parties’ intentions as reflected in that provision, and the remaining provisions contained in this Agreement will continue in full force and effect. You agree that these Terms, and Additional Terms, will not be construed against us because we drafted them.

e) Assignment. We may assign our rights and obligations under these Terms, or any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms, and any Additional Terms, may not be assigned by you, and you may not delegate your duties under them

f)No Waiver. No waiver by us of any of these Terms or any Additional Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of Pitch Pals®.

g) Updates to Terms. We reserve the right to modify these Terms, or any Additional Terms, from time to time in our sole discretion (Updated Terms). You agree that any Updated Terms will be effective immediately upon our posting them on the Services and, if you have an Account, either by displaying an alert next to the link to the Terms, displaying an alert upon log in to the Services, or by directly communicating them to you (e.g., via the email address associated with your Account), provided that (i) any modification to Section 7 (Arbitration & Dispute Resolution) shall not apply to any Dispute initiated prior to the applicable modification, and (ii) any modification to provisions related to fees and billing shall not apply to fees incurred prior to the applicable modification. If you do not cancel your Subscription to the  Services within seven days after receiving notice of Updated Terms as described above, or if you continue to use the Services after receiving notice of Updated Terms, you agree to comply with, and to be bound by, the Updated Terms.