Terms of Service
Acceptance of Terms of Use
These terms of use are entered into between you (“You”) and pitch sink Inc., a Colorado corporation (“Company”, “we”, or “us”). The following terms and conditions, together with any documents or agreements incorporated by referenced (collectively, the “Terms of Use”) govern your access to and the use of your account, including any content, functionality, and services offered on or through our website (the “Platform”), whether as a guest or a registered user.
Please read the Terms of Use carefully before you start to use the Platform. By using the Platform or by clicking accept or agree to the Terms of Use, you accept and agree to be bound by these Terms of Use and our Privacy Policy found on our Platform and all other agreements incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Platform.
The Platform is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using the Platform, you hereby represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.
Changes to Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective upon posting and apply to all access to and use of the Platform thereafter. We may notify you if there are any material changes to the Terms of Use.
Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes.
You further acknowledge that the Platform may use or license technology from third party services providers, such as Stripe. By using the Platform, you hereby agree to follow all third party service provider terms of service.
Responsibilities
Consent and right to withdraw Consent. By registering for an Account, you consent to electronically receive and access, via email or through the Platform, all records, information, and notices for the Services provided to you under this agreement that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via postal service, and other third-party mail services using the address under which your account is registered. You should retain a copy of all of the records, information and notices we send to you electronically.
Access and Account Security
We reserve the right to withdraw or amend this Platform and any other service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if the Platform is unavailable at any time or for any period. We may restrict access to some parts of the Platform or the entire Platform to users and registered users.
You are responsible for:
• Making all arrangements necessary for you to have access to the Platform.
• Ensuring that all persons who access the Platform through your internet connection or your device are aware of these Terms of Use and comply with them.
To access the Platform or some of the resources it may offer, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all information you may provide is correct, current, and complete. You agree that all information you provide through the Platform or otherwise is governed by the Privacy Policy. You further represent that you consent to all action we may take with respect to your information consistent with our Privacy Policy.
If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You acknowledge that your account is personal to you and agree not to provide access to any other person. You hereby agree to notify us immediately of any unauthorized access to or use of your username or password or any other security breach.
You acknowledge that we retain the right to disable any username, password, or other identifier at any time, in our sole discretion, including if, in our opinion, you have violated any provision of these
Terms of Use.
User Contributions
The Platform may contain personal chats and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit content material to other users (“User Contributions”).
Any User Contribution will be considered non-confidential and non-proprietary. By providing any User Contribution, you hereby grant us and our any third-party service providers and our and their respective licensees, successors, and assigns the rights to use, reproduce, publish, distribute, or otherwise disclose any such material to third parties for any purpose in accordance with our Privacy Policy.
When providing User Contributions, you represent and warrant that:
• You own or control all rights in and to the User Contributions and have the right to grant the license to us and our respective licenses, successors, and assigns.
• All of your contributions comply with these Terms of Use.
You further acknowledge that you are responsible for any User Contribution you submit or contribute and you acknowledge that you have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions provided by you or any other use to the Platform.
Consultants
The Platform may be designed to connect you with consultants (each, a “Consultant”) who may provide services to you within their subject matter expertise. We will evaluate each Consultant to determine whether they have sufficient expertise in their field. You acknowledge that neither the Company nor the Platform act as a referral service.
Each Consultant is an independent advisor who are neither our employees nor agents nor representatives. Each Consultant is responsible for the performance of his or her own services. If you feel that a Consultant does not fit your needs or expectations, you may change to a different Consultant who provides services within the Platform or outside of the Platform.
Financing
You acknowledge that You may be connected to third party banks or other financial institutions through the use of the Platform. You acknowledge that We have no authority for underwriting any transactions or for determining whether You qualify for any financing. You further agree that if you are connected to a third party bank via the Platform that you shall follow their terms of use.
Prohibited Use
You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform in a manner that:
Violates any federal, state, local law, regulation, or ordinance, including, but not limited, to anti-money laundering laws.
exploits, harms, or attempts to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
sends, knowingly receives, uploads, downloads, uses, or re-uses any material that does not comply with the Terms of Use.
engages in conduct that restricts or inhibits anyone’s use or enjoyment of the Platform or in a manner that may harm the Company and its users.
disables, overburdens, damages, or impairs the site or interferes with any other party’s use of the Platform; uses any robot, spider, or other automatic device, process, or means to access the Platform or Mobile Application for any purpose, including monitoring or copying any material on the Platform;
Attacks the Platform via a denial-of-service attack or a distributed denial-of-service attack.
Attempts to interfere with the proper working of the Platform in any manner whatsoever.
If the Company determines, in its sole discretion, that you are using the Platform in a prohibited manner, you acknowledge that the Company may disclose information about you to law enforcement authorities and immediately suspend or terminate your rights to use the Platform and/or close your account.
Monitoring and Enforcement
We have the right to:
• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate.
• Take appropriate legal action, including, without limitation, referral to law enforcement for any illegal or unauthorized use of the Platform.
We have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or thought the Platform. You hereby waive and hold harmless the Company from any claims resulting from any action taken by the Company during or as a consequence of investigations by the , or law enforcement authorities.
Notwithstanding the foregoing, it is not commercially feasible to review all material before it is posted on the Platform. We therefore cannot ensure prompt removal of objectionable material after it has been posted. As a result, you acknowledge that we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party.
Unauthorized Transactions
Contact us immediately if you believe that (i) your account has been accessed without your authorization; (ii) a transaction has occurred that you did not authorize; (iii) a transaction has been processed incorrectly; or (iv) your account transaction history contains an error. You must notify us within thirty (30) days after the error appeared in your transaction history.
When you notify us of an error, you must provide: your name, the nature of the suspected error and reason why you believe it is an error, and the dollar amount.
We will use commercially reasonable efforts to investigate the matter and will notify you of the results of our investigation within 90 days. If we determine that no error existed, we will notify you.
Intellectual Property Rights
The Platform and its contents, features, and functionalities and User Contributions (i) are owned or otherwise licensed by the Company, and its licensors, and other providers of such material; and (ii) are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property rights laws.
Notwithstanding the foregoing, any intellectual property rights, including but not limited to copyrights, patents, trademarks, and trade secrets, in any work product, designs, technology, ideas, concepts, know-how, processes, techniques, and materials that a Consultant helps you create, invent, design, or reduce to through the Platform shall be your sole and exclusive property, unless otherwise agreed in writing between you and
Consultant.
Consultant agrees to sign any documents or take any actions as may reasonably be necessary, or as may be reasonably requested, to perfect your ownership of such rights.
The Terms of Use permit you to use the Platform for your commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, except as otherwise permitted herein.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms of Use, you forfeit your right to use the Platform. We will terminate your account according to the termination provisions provided herein and you must return or destroy any copies of any materials you have made, as determined in the ’s sole discretion. No right, title, or interest in or to the Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by the Terms of Use is a breach and may violate copyright, trademark, and other laws.
Licenses and Third-Party Content.
Subject to and conditioned on your compliance with this agreement and, the Company grants you a limited license to access and, if you have created an account, to use the site for the purpose using the services supplied. You must not access (or attempt to access) the site or services by any means other than the interface provided, and you will not use information from the site or services for any purposes other than the purposes for which it was made available.
You agree not to use the site or services for offering any goods or services other than obtaining services as permitted by this agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site in any way for any public or commercial purpose without the Company’s prior written consent.
The Company and our licensors retain all rights, title, and interest in and to all Proprietary Rights related in and to the Site and the Services. Except as expressly stated in this agreement, nothing in this agreement confers any license under any of the Company’s or any third party's Proprietary Rights.
Trademarks
The name, the terms, and all related names, logos, trademarks, designs, and slogans, are trademarks of the Company or its licensors. You must not use such marks without the prior written consent of the Company. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners.
Consent to Receive Electronic Communication
By using the Platform, you hereby consent to receive all communications, disclosures, notices, statements, and filings electronically (collectively, “Communications”). You also confirm that you can access, receive, and retain such Communications. We will provide Communications by posted them on the Platform or by emailing them to you at the email addressed provided when opening or updating your Company Account.
You may withdraw your consent to receive Communications electronically by contacting us. Since our Company is designed to give all notices electronically, the effect of withdrawing your consent will mean that we will close your Company account upon receipt of your notice to withdraw such consent.
Disclaimer
The Company is not involved in agreements between Users and Consultants. The Company uses commercially reasonable efforts to confirm that Consultants are licensed and qualified by requiring Consultants to self-attest to such fact. The Company does not make any warranty, guarantee, or representation as to the ability or competency of any Consultant. You acknowledge that at no point will the Company be held liable for the actions or omissions of any Consultant performing services for You.
The Company and its affiliates make no representation or warranty about the services, including any representation that the services will be uninterrupted or error-free, and provide the services (including content and information) on an “as is” and “as available” basis. You further acknowledge that any of the forms or other templates provided to you are provided for convenience on “as is” basis.
You acknowledge that any such forms shall not be a substitute for legal advice from a duly licensed attorney. You are encouraged to retain independent counsel. If you decide not to retain independent counsel, You do so at your own risk. To the fullest extent permitted under applicable law, and its affiliates disclaim any implied or statutory warranty, including, but not limited to, any implied warranty of title, accuracy of data, uninterrupted performance, non-infringement, merchantability, or fitness for a particular purpose.
The Company makes no representation or warranty that the information provided through the Platform is accurate, reliable, or correct.
Limitation of Liability
You acknowledge that the Company provides a platform to connect users with Consultants for the design of medical devices. You acknowledge that the Company does not manufacture, market, design, sell, produce, or otherwise do anything to put medical devices in stream of commerce in any way whatsoever. Any project, product, or service developed, created, or facilitated through the Platform is your responsibility. You acknowledge that the Company, its officers, directors, agents, employees, or Consultants shall not be liable for any claims, damages, liabilities, or losses arising out of such projects, products, or services.
You acknowledge that the Company will not assume liability or responsibility for (1) errors, mistakes or inaccuracies of content or materials; (2) personal injury or property damage of any nature whatsoever;(3) any bugs, viruses, trojan horses, or the like which may be transmitted through the platform; and/or (4) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Platform.
You further acknowledge that neither the Company nor its officers, directors, agents employees, or suppliers will be liable to you or any third party under any circumstances for any indirect, consequential, special, punitive, or exemplary damages or losses, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses incurred in connection with (i) these Terms of Use; (ii) Your use, inability to use, or unavailability of the Platform; or (iii) any goods or services purchased, received, or paid using the Platform under any theory or liability or cause of action whether in tort (including negligence), contract, or otherwise. In no event shall our liability be greater than the sum of the fees Company has actually received through your use of the Platform over the past three (3) months of the incident giving rise to liability. You hereby acknowledge that the Company shall not be jointly liable for any matters hereunder with any third-party service providers.
Release
To the fullest extent permitted by law, You forever release, discharge, and covenant not to sue the Company, its officers, directors, shareholders, attorneys, accountants, advisors, and Consultants (the “Pitch Sink Parties”) from any and all liability, claims, actions, and expenses that may arise, whether caused by the negligence of the Pitch Sink Parties or otherwise in connection with the use of the Platform or as a result of the use of the Platform.
Indemnification
You agree to defend, indemnify, and hold harmless, the Company and its respective officers, directors, agents, employees, and suppliers from any third party claims, actions proceedings, suits and related liabilities, damages, settlements, fines, costs or expenses (including actual attorneys’ fees and other litigation expenses) arising from: (i) your violation of these Terms of Use or any other applicable terms or policies of our Third Party Service Providers; (ii) your use of the Platform; (iii) your negligence or willful misconduct; (iv) your actual or alleged violation of any third party rights or applicable laws, regulations, or rules and/or (v) any liability for product defect, failure to comply with regulatory requirements, or other cause of action derived from a third party under any theory of liability whatsoever, including tort, strict liability or otherwise.
Termination
Both you and the Company may terminate this agreement at any time with notice to the other. On termination, you lose the right to access or use the Services. Sections 11 through 20 shall survive termination.
General Provisions
Force Majeure. You understand and agree that we will not be responsible for any losses or damages resulting from suspension of service due to extraordinary events or circumstances beyond our control.
Compliance. You shall not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site. Without limiting the generality of the foregoing, you agree to comply with all applicable laws and regulations, including, but not limited to, third parties' Proprietary Rights.
Assignment. You may not transfer or assign any rights or obligations you have under these Terms of Use or Third-Party Terms. We and our Third-Party Service Providers reserve the right to assign any rights or obligation under these Terms of Use at any time.
Governing Law; Jurisdiction. All matters relating to the Platform, and these Terms of Use along with any dispute or claim arising therefrom or related thereto shall be governed by and construed in accordance with the laws of the State of Colorado without giving effects to any choice of law provisions. Any legal suit, action, or proceeding shall be held exclusively in the state or federal courts located in Colorado. You hereby waive any objections to the exercise of jurisdiction over you and venue in such courts.
Entire Agreement; Waiver. These Terms of Use along with any other Company policies or Third-Party Terms set forth the entire understanding between the parties with respect to your account and the Platform. Any failure to enforce any right under these Terms of Use shall not constitute a waiver of such right.
Severability. If any provisions of these Terms of Use is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision will be eliminated or limited to the extent that the remaining provisions of the Terms of Use will continue in full force and effect.