Effective as of August 2, 2018. Updated April 12, 2020.
Welcome, and thanks for visiting PitchLift.
This Client Agreement is provided to explain the policies that apply to the conduct of all business when engaging PitchLift to work on a project.
This PitchLift Client Agreement (the “Agreement”) is a contract between you and PitchLift, Inc. (referred to in this Agreement as "PitchLift", "us", "we" or "our"), the provider of the PitchLift website and available services, tasks, projects, or deliverables (the "Services").
In engaging PitchLift to render Services, you agree to be bound by this Agreement. If you are agreeing to this Agreement not as an individual but on behalf of your company or organization, then "you" refers both to you as an individual and to the entity you represent, and you are binding your company or organization to this Agreement. PitchLift may modify this Agreement from time to time, subject to the terms in Section 18 (General Provisions) below. If you violate any of this Agreement, we reserve the right to cancel your project or withhold deliverables without notice.
1. Scope of this Agreement
In order to engage PitchLift to provide the Services, you must:
be at least eighteen (18) years old and able to enter into contracts; or,
not deliberately mislead anyone as to your identity, impersonate another, or falsely identify the source of any information.
The term of this Agreement (the “Term”) shall commence upon the date the initial deposit invoice is paid and the project is confirmed and will continue for as long as PitchLift is engaged by you to deliver the Services, or until you or we terminate the Agreement in accordance with the terms set out below, whichever happens first.
4. Fees & Payment
You will pay PitchLift the applicable project fees, as may be further described at www.pitchlift.co/pricing. All fees are in U.S. dollars and are, except as described in this section, non-refundable. By engaging PitchLift to provide the Services, you commit to provide a valid payment method with available funds to pay the applicable fees, and to maintain a valid payment method until all Services are paid for.
In order to confirm and commence a project ("Project"), 50% of the Project fee is due upon placement of the order to confirm the Project, and the remaining 50% is due upon completion of the Project. PitchLift will bill for both payments through an invoice, and reserves the right to not provide the Services before payment has been received. Alternatively, PitchLift reserves the right to bill the second payment of a Project through a charge to your payment method if we have been provided it.
PitchLift currently uses third parties to process payments on though online invoices. Our third-party payment processors accept payments through various credit cards, including Visa, MasterCard, American Express and Discover, as detailed on the applicable payment screen.
Each Project includes a maximum of two revision cycles. Any further revision cycles will be billed at $20/slide for deck-based projects, or 25% of the respective value of the order for a Financial Snapshot or Model.
PitchLift reserves the right to end a Project and invoice for the second payment or charge your provided method of payment if we do not receive feedback or confirmation of completion within 14 days from delivery of any of the Project deliverables, either complete or incomplete.
You may not withhold or “setoff” any amounts due hereunder. If any outstanding amount has not been paid within 14 days, a USD 50 late payment fee will be added to the unpaid amount. Furthermore, unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of the Services. Unpaid amounts that have not been paid after 30 days will be sent to a Debt Collection agency.
If you believe that PitchLift has billed you incorrectly, you must contact PitchLift no later than 7 days after receiving the invoice, in whichever the error or problem first appeared, in order to receive an adjustment or credit. Inquiries should be directed to email@example.com.
In the event that you terminate this Agreement for any reason after work on the Project has started but prior to your acceptance of the final Project deliverables, PitchLift shall be entitled to receive 100% of the Project fee.
Except as otherwise provided in this Agreement or required by Law, PitchLift will not provide refunds or credits for any completed order or confirmed engagement. Any refunds required to be processed in your favor will be returned only to the source of the original deposit, and cannot be redirected to any other payment source.
Minimum Project Size
All Projects are subject to a minimum amount of ten (10) slides. It is your responsibility to review the PitchLift pricing page or ask PitchLift about the latest prices and fee structure.
Quoted fees don’t include sales or other transaction-based taxes of any kind. You agree to pay for any taxes that might be applicable to payments made by you in connection with your engagement with PitchLift.
If you are requesting the Services on behalf of a third-party organization, and that organization defaults or in any other way is not able to pay any outstanding amount owed to PitchLift, you are personally jointly liable for payment, unless it is evident that you had no knowledge of the causes for the organization’s inability to pay.
Changes in prices or fee structure or other charges will not apply to a confirmed engagement, however PitchLift reserves the right to change its prices, fee structures or applicable charges and to institute new charges and fees at any time without notifying you. Price changes will apply to any Project started thereafter, regardless of you having used the Services prior to such changes.
Provision of the Services
PitchLift will use commercially reasonable efforts to provide you the Services as advertised, within the agreed production schedule. In the rare situation that a delay is unavoidable, PitchLift will inform you of any delays at least 48 hours prior to a scheduled delivery. Unless we otherwise agree, the Services will be delivered in English and are performed remotely.
Availability of the PitchLift team members working on a Project is subject to each member's business hours and timezone. PitchLift will provide guidance on when a team member is available, and when you are likely to get a response from any direct interaction with the team member working on the Project.
The two revision cycles included per Project are defined by the following:
Round 1: Any significant edits or changes that are needed. For deck projects, this includes (but is not limited to): adding/removing/reordering slides; text/content changes; adding/removing/replacing imagery; and, creating/removing/replacing/editing custom graphics and diagrams. For financials projects, this includes: changing/updating revenue sources; and, changing assumptions and drivers.
Round 2: Smaller edits and adjustments to finalize the deck or financial snapshot/model for delivery.
PitchLift may from time to time schedule downtime for vacations, health, or other reasons. However, we will make our very best efforts to notify customers of any upcoming service disruptions.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. We will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.
Any new features that augment or enhance the Services, including the release of new tools and resources, will be subject to this Agreement.
6. Your Responsibilities
Compliance with Laws
You represent and warrant that your use the Services will comply with all applicable laws and regulations, including but not limited to all privacy, data protection, and intellectual property laws. You may not use the Services for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, Children’s Online Privacy Protection Act, or other laws that may apply.
Provision of information
Once a Project is confirmed, PitchLift requires delivery of necessary and relevant company documents. PitchLift cannot begin work until critical materials are received. We reserve the right to extend project timelines based upon any delays in receipt of these materials.
Communication between you and PitchLift shall be exclusively via the communication channels specified by the PitchLift team.
During the first and second rounds of revisions included in a Project, all feedback should be consolidated into a single document. Changes must be made to the drafts in one of the following ways or may be rejected by PitchLift:
electronically into the document using the comments / red line / track changes feature; or,
listed in a separate document with edits numbered corresponding to the slide/sheet.
PitchLift provides editorial support, however, you are responsible for final proofreading of all materials, and therefore the final content of all materials prepared as part of the Project and associated deliverables. You are encouraged to review and approve copy and graphics at each stage of the production of such materials. PitchLift shall have no liability for any errors that occur in materials to which you have given final approval.
You are required to provide clear acceptance of final project deliverables within 14 days. If no declaration of acceptance is made, PitchLift will infer acceptance of deliverables upon expiry of this time period and bill for any outstanding fees.
We encourage all clients to comment on the Services, and provide suggestions for improving it. In the event that you provide PitchLift any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Services (collectively “Feedback”), you agree that PitchLift may use the Feedback to modify the Services without payment, compensation, or attribution to you. You hereby grant PitchLift a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same.
You must not transmit any content or code that contains any viruses, code of a destructive nature, Trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
Verbal, physical, written or other abuse (including threats of abuse or retribution) of any PitchLift customer, employee, member, or officer will result in immediate Project cancellation and termination of this Agreement.
We reserve the right to cancel your Project if we find that you have been obscene, offensive, pornographic, fraudulent, deceptive, defamatory, threatening, harassing, abusive, slanderous, hateful, or causing embarrassment to any other person as determined by PitchLift in its sole discretion.
During an active Project, PitchLift will use commercially reasonable efforts to provide you with non-technical and basic technical support relating to the Services via email, telephone, or third-party communication platforms as agreed by both parties in accordance with PitchLift’s standard practices.
PitchLift does not provide any forms of technical support after delivery of the Services or after a Project has been closed or completed.
PitchLift is not responsible for performing, and is not liable for any failure to perform, any backup of any data you provide, transmit, process, or store during an active Project.
It is your responsibility to backup onto your own local system any account data, registration data, access data or any other data including all data and records that Customer submits to PitchLift.
PitchLift may use electronic or online delivery to provide the Project deliverables to you. It is your responsibility to provide, at your own expense, all necessary hardware, applications and Internet connectivity necessary to access the deliverables when delivered electronically. You acknowledge that the Internet is known to be unpredictable in performance, insecure and may, from time to time, impede access to the deliverables. It is your responsibility to backup onto your own local system any electronic or online delivery related to the Services provided by PitchLift.
8. Confidentiality & Privacy
PitchLift maintains the confidentiality and security of all Projects and work performed during provision of the Services. Both PitchLift and you agree not to use or disclose any information provided to the receiving party which is designated in writing as confidential, or which would logically be considered confidential or proprietary in view of its relationship to the whole disclosure, for their own benefit or for the benefit of any third party, except in connection with the project, unless such information:
is or becomes publicly available through no fault of the receiving party;
is disclosed to the receiving party by another party;
is known to the receiving party prior to receipt from the disclosing party;
is disclosed by the disclosing party to a third party without confidentiality restrictions; or,
is independently developed by the receiving party without reference to confidential information provided by the disclosing party.
Non-Disclosure Agreement (NDA)
Confidentiality and your trust are very important to us. Please read our NDA for more information regarding how we protect your proprietary information provided to us when you engage us to provide the Services.
European Union Residents
If you reside in the European Union (EU) or if any transfer of information between you and us is governed by the European Union Data Protection Directive or national laws implementing that Directive, then you consent to the transfer of such information outside of the European Union to such other countries as may be contemplated by the Services provided by PitchLift.
9. Proprietary Rights & Content Ownership
PitchLift's Proprietary Rights
You will respect our proprietary rights in the website and the deliverables used to provide the Services (proprietary rights include, but aren’t limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property).
You represent and warrant that you either own or have permission to use all of the material, content, data, and information (including your personal information and the personal information of others) you submit to PitchLift in the course of the Project (“Content”) and agree to indemnify and hold harmless PitchLift with respect to any liability arising out of or related to our use of such information or materials in connection with the Project.
You must not infringe or violate the rights of any other party, including without limitation any intellectual property rights, including copyright laws, or rights of privacy or publicity.
All materials produced for the Project are owned by PitchLift until the Project is paid in full. Upon final payment, ownership of the Project deliverables are turned over to you.
PitchLift reserves the right to end a Project and invoice for the second payment or charge your provided method of payment if we do not receive feedback or confirmation of completion within 14 days from delivery of any of the Project deliverables, either complete or incomplete.
Unlawful or Offensive Content
We reserve the right, but have no obligation to, cancel Projects containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates, or encourages any conduct that would violate, this Agreement, any party’s intellectual property, or any applicable law or regulation or would give rise to civil or criminal liability.
PitchLift, in its sole discretion, has the right to suspend or cancel your Project if you breach this Agreement. Any cancellation of your Project will result in the deactivation or deletion of any Content provided to us, removal of any Project deliverables from electronic or online delivery services, and denied access to any communications services.
Either party may terminate this Agreement before the expiration of the Term if the other party materially breaches any of the terms of this Agreement and fails within fifteen (15) days after receipt of notice of default to correct such material breach or to commence corrective action reasonably acceptable to the aggrieved party and proceed with due diligence to completion.
Either party may also terminate the Agreement before the expiration of the Term if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations.
We may also terminate this Agreement before the expiration of the Term if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
12. Violation of this Agreement
We reserve the right to investigate and prosecute violations of any part of this Agreement to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. You acknowledge that PitchLift has no obligation to prescreen or monitor your access to or use of the Services or any information, materials or other content provided or made available through the Services, but has the right to do so. You hereby agree that PitchLift may, in the exercise of our sole discretion, remove or delete any data, accounts or other content that violates this Agreement or that is otherwise objectionable.
You agree to indemnify and hold PitchLift, its parents, subsidiaries, affiliates, officers, partners and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Services, your violation of this Agreement, or any infringement by you or any third party using the Services.
To the maximum extent permitted by law, we provide the Services "as is" and "as available" without any warranty or representations of any kind, whether express or implied. Without limiting the foregoing, PitchLift specifically disclaims all warranties and representations in any content transmitted on or in connection with the Services or on sites that may appear as links on the Services, or in the products provided as a part of, or otherwise in connection with, the Services, including without limitation any warranties of merchantability, fitness for a particular purpose or non-infringement of third party rights. No oral advice or written information given by PitchLift or any of its affiliates, employees, officers, directors, agents, or the like will create a warranty. Price and availability information is subject to change without notice.
PitchLift shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions, and shall perform the Services in a professional manner. However, without limiting the foregoing, PitchLift does not warrant that the Services will be uninterrupted, uncorrupted, timely, or error-free; nor does it make any warranty as to the results that may be obtained from use of the Services, nor do we guarantee that you will secure investment after using the Services.
15. Limitation of Liability
PitchLift will not be liable for any indirect, incidental, special, exemplary or consequential damages, lost profits, lost data, or business interruption, in any way whatsoever arising out of the use of, or inability to use, the Services, whether or not PitchLift is advised of the possibility of such damages. You acknowledge and agree that PitchLift's maximum liability to you will not exceed the amount you have paid PitchLift in the ninety (90) days immediately preceding the date on which you first assert a claim.
To the fullest extent permitted by law, these disclaimers and limitations of liability apply to any and all damages or injury whatsoever caused by or related to use of, or inability to use, the Services under any cause or action whatsoever of any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence).
16. Dispute Resolution
Any arbitrable dispute or claim between the parties, in law or equity, arising out of this Agreement or any resulting transaction shall be decided by neutral, binding arbitration, and the parties hereby expressly waive the right to have any such dispute litigated in a court or jury trial, by discovery or appeal, except as otherwise mandated by applicable law. If the parties are not able to agree upon an arbitrator, each will select an arbitrator and the two selected arbitrators shall appoint an agreed third arbitrator. The arbitration shall proceed in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon the award of the arbitrators(s) shall be exclusive, final and binding upon the parties, and may be entered in any court having jurisdiction. Each party shall bear its own expenses in the arbitration for arbitrators' fees, attorneys' fees, expert testimony and for other expenses.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and to the extent that any claim or dispute is not arbitrable under the foregoing Dispute Resolution provisions, it shall be subject to the jurisdiction of the courts of Travis County. Each of the parties hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transaction contemplated hereby.
If either party brings a Court Action to enforce their rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys' fees) incurred in connection with the Court Action and any appeal from the losing party.
The English language version of these Terms will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.
18. General Provisions
Any notice to you will be effective when we send it to the email address used to complete the order process. Notices to PitchLift will be effective when delivered to us: Attn. Legal Department, PitchLift, 2605 Barton Hills Dr., Austin, TX, 78704, or any addresses we may later post on the PitchLift website.
You may not assign this Agreement or any of its rights or obligations hereunder to any third party without PitchLift's prior written consent. PitchLift may assign this Agreement to you without restriction and without any notice. We may assign our rights to any other individual or entity at our discretion.
Your relationship to PitchLift shall be that of independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or similar relationship between you and PitchLift, or subject the parties to any implied duties or obligations respecting the conduct of their affairs, which are not expressly stated herein.
You agree that PitchLift may utilize your entity name in listings of clients. Use of your name in any other marketing materials or press announcements will be submitted to you in advance for approval, and such approval will not be unreasonably withheld.
During the Project or within one year of the Project’s completion, you agree not to solicit any of PitchLift’s employees or independent contractors, either on your own behalf or on behalf of any other business or organization, unless you have received written approval to do so, signed by a duly authorized representative of PitchLift, and paid a USD 5,000 release fee. Failure to obtain a written approval will be subject to a USD 50,000 solicitation fee, payable within 7 days of the start date for the individual's resulting employment.
During the Project or within one year of the Project’s completion, you agree to not induce any employee, vendor or independent contractor associated with PitchLift to terminate or breach an employment, contractual or other relationship with PitchLift.
PitchLift will not be held responsible if we are unable to provide the Services as a result of a force majeure event, and will not be liable for delays caused by such event. A force majeure event means any event beyond our control such as, but not limited to, acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers, or third-party internet service providers.
No Third Party Beneficiaries
Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Contract for Services
This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.
Both you and PitchLift represent and warrant to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
This Agreement constitutes a legal, valid, and binding obligation, enforceable against each party and Parties’ Representatives, including but not limited to the Parties' respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors, agents, and other representatives, with it being acknowledged and agreed that any shareholder of that is not a director, officer, employee, accountant, consultant, legal counsel, financial advisor, or agent shall not be deemed to be a Representative for purposes of this Agreement. The Parties will provide each Party Representative with a copy of this Agreement or otherwise ensure that each receiving party Party Representative is made aware of the provisions, rights and obligations created by this Agreement.
The section headings used in this Agreement are for convenience only and will not be given any legal import.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
If for any reason a court of competent jurisdiction finds that any provision or portion of this Agreement is determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement will continue in full force and effect.
The failure to exercise, or delay in exercising, a right, power or remedy provided in this Agreement or by law in one instance shall not preclude enforcement thereof on future occasions.
We reserve the right, in our sole discretion, to change, modify, add to, supplement or delete any portion of this Agreement at any time, effective with or without prior notice; provided, however, that we will use reasonable efforts to provide you with notification of any material changes (as determined in our sole discretion) by email.
This Agreement represents the entire understanding, and supersedes all prior negotiations, discussions, memoranda and agreements, between you and PitchLift concerning its subject matter, and cannot be changed or modified by you.
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