Terms of service

TERMS AND CONDITIONS

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

BY PLACING AN ORDER FOR SERVICES FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

YOU MAY NOT ORDER SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

1. Applicability.  
   1. These terms and conditions for services (these “Terms“) are the only terms that govern the provision of services by Pitch-Us LLC, its subsidiaries and affiliates (collectively “Service Provider“) to you (“Customer“).
   2. The information provided to Service Provider in their Order (defined below) through Pitch-us.com (the “Site“) and these Terms (collectively, this “Agreement“) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order, these Terms shall govern.
   3. These Terms prevail over any of Customer’s general terms and conditions regardless of whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.
   4. These Terms are subject to change by Service Provider without prior written notice at any time, in the Service Provider’s sole discretion. The latest version of these Terms will be posted on this Site, and Client should review these Terms before purchasing any services that are available through this Site. Client’s continued use of this Site after a posted change in these Terms will constitute their acceptance of and agreement to such changes.
      
      
2. Services and Orders. Service Provider shall provide the services to Customer as described in the Order (the “Services“) in accordance with these Terms. Order is an offer to buy, under these Terms, all services listed in a Customer’s order (the “Order“). All Orders must first be accepted by Service Provider or they will not be obligated to sell the services to the Customer. The Service Provider may choose not to accept any Orders in their sole discretion. After having received a Customer’s Order, Service Provider will send to Customer a confirmation email with their Order number and details of the services ordered. Acceptance of any Order and the formation of the contract will not take place unless and until Service Provider has sent the respective Order confirmation email. 
   
   
3. Prices and Payment Terms.
   1. All prices posted on the Site are subject to change without notice. The price charged for a service will be the price in effect at the time the Order is placed and will be set out in the Customer’s Order confirmation email. Price increases will only apply to Orders placed after such changes. 
   2. Terms of payment are within Service Provider’s sole discretion and payment must be received by Service Provider before their acceptance of an Order. Customer represents and warrants that (i) the credit card information supplied is true, correct, and complete, (ii) Client is duly authorized to use such credit card for the purchase, (iii) charges incurred by Client will be honored by Client’s credit card company, and (iv) Client will pay charges incurred by them at the posted prices, including all applicable taxes, if any.
   3. In consideration of the performance of the Services by Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Order.
      
      
4. Performance Dates. Service Provider shall use reasonable efforts to meet any performance dates specified in the Order, and any such dates shall be estimates only (the “Service Term“).
   
   
5. Customer’s Obligations. Customer shall:
   1. cooperate with Service Provider in all matters relating to the Services and provide such cooperation as may reasonably be requested by Service Provider, for the purposes of performing the Services;
   2. respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement;
   3. provide such Customer materials or information as Service Provider may reasonably request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects; and
   4. obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start, and throughout the Services
      
      
6. Customer’s Acts or Omissions. If Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
   
   
7. Intellectual Property. 
   1. Definitions
      1. “Intellectual Property Rights” shall include all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights.
      2. “Customer Intellectual Property Rights” shall include all Intellectual Property Rights owned by Customer. 
      3. “Service Provider’s Intellectual Property Rights” shall include all Intellectual Property Rights owned by Service Provider prior to, or independent from, the performance of Services under these Terms, and all Intellectual Property Rights used, created, or developed by Service Provider in the general conduct of its business, excluding Client Intellectual Property Rights. 
   2. Subject to and in accordance with the terms and conditions of these Terms, Customer grants Service Provider a limited, non-transferable, non-exclusive license during the Service Term to use, edit, or publish any Customer’s Intellectual Property Rights, in Service Provider’s discretion, provided it is solely for the purpose of performance of the Services under a particular Order.
   3. Customer grants no other right or license to any of its Intellectual Property Rights to Service Provider by implication, estoppel, or otherwise. Service Provider acknowledges that Customer owns all right, title, and interest in, to, and under all Customer’s Intellectual Property Rights and that Service Provider shall not acquire any proprietary rights therein. Any use by Service Provider of Customer’s Intellectual Property Rights and all goodwill associated therewith shall inure to the benefit of Customer.
   4. Customer represents and warrants that it has the full right, power, and authority (by ownership, license, or otherwise) to the Customer Intellectual Property Rights and to grant Service Provider the rights and license granted to Service Provider in this Agreement.  Customer further represents and warrants that the limited license granted to Service Provider above does not infringe the intellectual property or other rights of any third party.
   5. Customer acknowledges and agrees that Service Provider’s Intellectual Property Rights in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services, including any items identified as such in the Order confirmation, shall be owned by Service Provider. 
      
      
8. Indemnification.Customer shall indemnify, defend, and hold harmless Service Provider from and against any and all losses incurred by Service Provider resulting from any action by a third party that arise out of or result from, or are alleged to arise out of or result from Customer’s breach of any third party Intellectual Property Rights. In case of such indemnification, Service Provider shall promptly notify Customer in writing of any action for which Service Provider believes it is entitled to be indemnified pursuant to this Section. Service Provider shall cooperate with Customer at Customer’s sole cost and expense. Customer shall promptly assume control of the defense and shall employ counsel reasonably acceptable to Service Provider to handle and defend the same, at the Customer’s sole cost and expense. Service Provider may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Customer shall not settle any action without Service Provider’s prior written consent, which shall not be unreasonably withheld or delayed. If Customer fails or refuses to assume control of the defense of such action, Service Provider shall have the right, but no obligation, to defend against such action, including settling such action after giving notice to Customer, in each case in such manner and on such terms as Service Provider may deem appropriate. Service Provider’s failure to perform any obligations under this Section will not relieve Customer of its obligations.
   
   
9. Confidential Information.  
   1. non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, vendors and consultants list or identities, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information“), disclosed by Service Provider to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Service Provider. Confidential Information does not include information that is:
      1. in the public domain;
      2. known to Customer at the time of disclosure; or
      3. rightfully obtained by Customer on a non-confidential basis from a third party.
   2. Customer agrees to use the Confidential Information only to make use of the Services..
   3. Service Provider shall be entitled to injunctive relief for any violation of this Section.
      
      
10. Refunds. If applicable, Service Provider shall refund the price of Services specified in a particular Order in accordance with the terms of theRefund Policy. THE REFUND SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER’S ENTIRE LIABILITY FOR ANY BREACH OF SERVICE PROVIDER’S OBLIGATIONS OR THE WARRANTY SET FORTH IN A PARTICULAR ORDER.
    
    
11. No affiliation with streaming services.Service Provider operates fully independently and without any connection to Spotify, Apple Music, Tidal, Twitch, Amazon Music, Deezer, YouTube Music, Pandora, Napster, SoundCloud, iHeartRadio, Bandcamp, Rumble, Kick, or any other music streaming service (the “Streaming Services“). Service Provider has not been associated, endorsed by, affiliated with, maintained, authorized, or sponsored by any Streaming Services, and Service Provider makes no representation on any Streaming Services’ behalf. Streaming Services are the owners of their respective trademarks and through their use, Service Provider does not claim any title to the Streaming Services’ trademarks or any official association with the Streaming Services.
    
    
12. Disclaimer of Warranties. EXCEPT FOR THE WARRANTY SET FORTH IN A PARTICULAR ORDER, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
    
    
13. Limitation of Liability.  

1. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
2. IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THE APPLICABLE AGREEMENT.

1. Termination. In addition to any remedies that may be provided under these Terms, Service Provider may terminate this Agreement with immediate effect upon written notice to Customer, if Customer: (a) cancels or causes any chargeback for any payment made to Service Provider under this Agreement; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. 
2. Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
3. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control.
4. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null and void.
5. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Delaware in each case, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
6. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
7. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) shall be in writing and they shall be delivered by email to the email address provided in the Order for the Customer, and to hello@pitch-us.com for the Service Provider.
8. Severability. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
9. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Intellectual Property, Confidentiality, Governing Law, and Survival.