Pinecone Terms of Service and Support
PINECONE II, LLC’S TERMS OF SERVICE
Effective Date: December 1, 2022
These Terms of Service (“Terms”) are an agreement between you and PineCone II, LLC (“PineCone”, "us", "our" or "we") and set forth the legally binding terms for your use of our websites and applications that include a link to these Terms (or any subdomains thereof) (the "Sites"), as well as in connection with any of our sales or marketing activities or other services available on our Sites. (“Services”).
These Terms apply to your use of the Sites and Services (however accessed and/or used, whether via personal computers, mobile devices or otherwise) or any other means or applications in which you connect with us and your use of our Sites or Services.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 14 BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
We recommend that you read these Terms in full to ensure you are fully informed. However, to make it easier for you to review those parts of these Terms which apply to you, we have divided up the document into the following sections:
1. Who We Are
2. Acceptance of Terms
3. Account and Contact Information
4. Orders, Payment and Cancelation Rights
5. Your Use of the Sites and Services
6. Proprietary Rights
7. Disclaimer of Warranties
8. Limitation of Liability
9. Your Legal Liability
10. California Resident Rights
11. Geographic Restrictions
12. Changes to Terms of Service
13. Third Party Links
14. Arbitration / Dispute Resolution for U.S. Residents
15. No Rights of Third Parties
17. Contact Us
1. WHO WE ARE
Pinecone II, LLC is a U.S. based business development, technology, and sales advisor in the financial industry.
2. ACCEPTANCE OF TERMS
Agreement to the Terms. Each time that you access or use our Sites or Services you signify that you have read, understand, and agree to be bound by these Terms. If you do not agree to any of these Terms you must discontinue using the Sites and Services.
Eligibility. You must be at least 18 years old or have reached the age of majority in the jurisdiction in which you reside to use the Sites and Services or and you attest that you have reached the age of majority and have the legal capacity to be legally bound by these Terms.
Electronic Form/Communications. By accessing or using the Sites or Services you consent to having this agreement provided to you in electronic form and receiving communications from us electronically. We may communicate with you by postal mail, e-mail or by posting notices on the Sites. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirements that such communications be in writing, including renewal notices and notices about your subscription or account.
3. ACCOUNT AND CONTACT INFORMATION
Account. You can purchase a subscription and create an account by submitting the information required (“Pinecone Account”). You must provide accurate, current and complete information during the registration process and keep your Pinecone Account up-to-date at all times. Any falsification of any information whatsoever may, at Pinecone's option, result in immediate suspension or termination of your right to use the Services.
Security. If you use our Services you are responsible for restricting access to your Pinecone Account and ensuring that your computer and mobile device are free from all types of malicious content, including content that may track any data you enter via the Services. Your login ID email address (or other unique identifier needed to create an account) and password, together with any mobile number or other contact information you provide, form your “Account Information.” You understand and agree that you are responsible for maintaining the confidentiality and security of your password and other Account Information, and that you are solely responsible for all activities that occur on or through your Pinecone Account. You further agree to notify Pinecone immediately of any unauthorized access to your Pinecone Account or unauthorized use of your Account Information or any other security breach by emailing us at [email protected].
Contacting You. When you provide us with contact information in connection with a particular activity or when using our Services, such as an email address or telephone number, you agree that this action constitutes a purchase or inquiry establishing a business relationship with us. You expressly consent to our communicating with you using contact information obtained directly from you or which is provided to us with your consent. You attest that you have the legal authority over any contact information provided to us and can provide us and/or third parties with the authorization to contact you. This means you may be contacted in person or by recorded message, by e-mail, telephone and/or mobile telephone number (including use of automated dialing equipment), text (SMS) message, IM messaging, or any other means of communication that your wireless or other telecommunications device may be capable of receiving), in accordance with applicable laws or regulations (“Applicable Laws”).
4. ORDERS, PAYMENT AND CANCELATION RIGHTS
Purchasing our Products or Services. Please refer to the applicable offer for a description of our products and services such as our current subscription plans and pricing. Any terms and conditions of any offer disclosed to you when ordering is deemed part of these Terms. We reserve the right to change the fees for our products and Services and will provide notice of any increase prior to your being charged.
Electronic Receipts and Notices. By using our Sites or Services or making a purchase you consent to receive notices, disclosures, agreements, policies, receipts, confirmations, transaction information, account information, other communications, and changes or updates to any such documents electronically (“Electronic Mailings”). We will provide these Electronic Mailing by posting them on your account page and/or emailing them to the email address associated with your account. You agree that the Electronic Mailings satisfy legal communication requirements, including but not limited to requirements that any such communications be in writing. Electronic Mailings will be deemed received by you within 24 hours of issuance.
Orders. All subscription orders are for personal use only and may not be shared within an office or with any other person. If we cancel your order after charging your account, we will issue a credit for the amount charged. You may cancel your subscription upon thirty (30) days’ notice provided prior to the end of the current subscription’s term by sending an email with the word “CANCEL” in the subject line providing information about your account number and the subscription you wish to cancel, to [email protected]. Subscription orders shall be automatically renewed at the current subscription level unless cancelled. Subscription order pricing is determined by the term of the subscription order. If you cancel within the term of the subscription, you will still be charged for the remainder of the subscription term that you ordered.
No Binding Offer. Nothing on the Sites or Services constitutes a binding offer to sell, distribute or give away any products or services. In the event the products and services are listed at an incorrect price, we have the right to refuse or cancel orders placed at the incorrect price, regardless of whether the order has been confirmed or you have been charged. We reserve the right at any time after receipt of your order to accept or decline such order, or any portion thereof.
Billing Information. When you provide payment information (“Billing Information”) to Pinecone or its authorized processor, you represent that you are an authorized user of the payment card, PIN, key, account or other payment method specified by you (“Payment Method”), and you authorize Pinecone to charge such Payment Method for the full amount of the transaction. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, debit/credit card issuer or other provider of your chosen Payment Method (the "Payment Method Provider"). If Pinecone does not receive payment from your Payment Method Provider, you agree to pay all amounts due on your account upon demand. In the event we are advised of insufficient funds in your account or credit to cover your payment by your Payment Method, we may re-present such un-cleared or rejected payment, or any lessor amount thereof, to your Payment Method Provider. In the event we have to collect unpaid amounts you owe us, you will be liable for all collection costs, including attorneys' and collection agency fees. Pinecone reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment and to update your information from available third-party sources. In the event Pinecone cannot charge the Payment Method you provide we reserve the right to terminate your order and invoice you for any unpaid amounts. You must promptly notify Pinecone if your Payment Method is canceled (e.g., for loss or theft). If you fail to notify us, you remain responsible for any continued charges to the Payment Method you provided.
5. YOUR USE OF THE SITES AND SERVICES
Monitoring. We reserve the right to monitor all network traffic to the Sites or Services and anyone using the Sites or Services expressly acknowledges that such monitoring may occur. Pinecone may block unauthorized attempts or intrusions to upload or change information or cause damage to the Sites or Services in any fashion. You acknowledge that Pinecone has no general obligation to monitor User Content (as hereinafter defined) nor to actively seek facts or circumstances indicating illegal activity, but has the right to review, disable access to, or to edit any User Content in order to: (i) operate, secure and improve the security of the Sites or Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure compliance with these Terms; (iii) comply with Applicable Laws or the order or requirement of a court, law enforcement, or other administration agency or governmental body; (iv) respond to User Content or user conduct that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms.
Termination. Pinecone may terminate your access to its Sites or Services immediately or disable any username, password or other identifier, whether chosen by you or provided by Pinecone, at any time without notice, if, in Pinecone’s sole opinion, you have violated any provision of these Terms. Termination will not limit any of Pinecone’s rights or remedies at law or in equity.
Third-Party Links. The Sites and Services may contain links to other websites or applications. These websites and applications are not under the control of Pinecone, and the existence of a link from the Sites or Services does not imply any endorsement of or affiliation with the linked websites or applications. Pinecone makes no warranties or representations, and disclaims all liability, relating to the accuracy, content, Terms of Service, privacy policies, products, services, legality, reliability, viewpoint, accuracy, currency, decency, or any other aspect of the linked websites or applications.
Data Collection Policy. No party unaffiliated with Pinecone may collect or use, or direct, authorize or assist other persons or entities to collect or use any data from a user, or a computer or device operated by a user, while accessing our Sites or Services without Pinecone’s prior express written permission.
Modification to Services. Pinecone has the right to modify its Services (and products and services accessible through its Services), and its Sites at any time, in its sole discretion, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Pinecone has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality or other aspects of its Sites or Services. Your only right with respect to any dissatisfaction with any modifications made to its Sites or Services, or any policies or practices of Pinecone in providing its Services is to cancel your account and/or stop using the Sites or Services.
Injunctive Relief. You expressly acknowledge and agree that there may be no adequate remedy at law for a breach of this Section, that such a breach may irreparably harm Pinecone and Pinecone is entitled, without limiting any of its other remedies at law or equity, to seek injunctive relief (temporary and permanent) from any court of competent jurisdiction immediately upon request and without the need to post a bond or security, with respect to any such breach or potential breach of these Terms.
6. PROPRIETARY RIGHTS
Ownership of Content and Marks. The Sites and Services, and all content published on or accessible through the Sites and Services (including, for example, audio, guides, recommendation, instructions, photographs, illustrations, graphics, other visuals, video, copy, text, software, titles, Shockwave files, etc.), code, data and materials thereon, the look and feel, design and organization of the Web Site, and the compilation of the content, code, data and materials on the Sites (“Content”), is owned by Pinecone, its subsidiaries, affiliates or its licensors, and is protected by laws governing copyrights, moral rights, sui generis rights, patents, trademarks, trade secrets and/or other proprietary rights. Pinecone owns a copyright in the selection, coordination, arrangement and enhancement of such Content and a copyright in the Sites. All trademarks, logos, service marks, trade names, and trade dress appearing on the Content and Sites (“Marks”), are proprietary to Pinecone, its subsidiaries, affiliates, or its licensors. You acknowledge that you do not acquire any ownership rights in any Content or Marks downloaded or accessed from the Sites or Services. You may not frame or utilize framing techniques to enclose any Marks or Content (including images, text, page layout, or form) nor use any Meta tags or any other "hidden text" utilizing Pinecone, its affiliates’, or its licensors’ name or Marks without the prior express written consent of Pinecone. You agree not to copy, reproduce, publish, transmit, distribute, perform, sell, create derivative works of, or in any way exploit, the Sites, Services, Marks or Content, in whole or in part, without the prior written consent or Pinecone.
Our Limited License to You. You acknowledge and agree that the Sites, Services and Content are provided under license, and not sold, to you and your use. You do not acquire any ownership interest in the Sites, Services or Content under these Terms, or any other rights thereto other than to use the Sites, Services and Content in accordance with the license granted, and subject to all terms, conditions, and restrictions under these Terms. Pinecone grants you a limited, personal, non-exclusive, revocable, non-assignable, and non-transferable license to access (but not through scraping, spidering, crawling or other technology or software used to access data) and display the Content (excluding any software code) solely for your personal use in connection with accessing and using the Services as reasonably necessary to use them for their intended purpose. You may not insert any code or product to manipulate the Content, Sites or Services in any way that affects any user's experience. Pinecone, its affiliates, subsidiaries, and licensors reserve all rights not expressly granted in and to its respective Sites, Services, Marks and Content. You may not use the Sites, Services, Marks or Content in a manner that constitutes an infringement of our rights or that has not been authorized by us. More specifically, unless explicitly authorized in these Terms you may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the Sites or Services. You may, however, from time to time, download copies of individual pages from the Services for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices intact.
7. DISCLAIMER OF WARRANTIES
IF YOU CHOOSE TO USE THE SITES OR SERVICES, YOU DO SO VOLUNTARILY AND AT YOUR SOLE RISK. THE CONTENT AND INFORMATION OFFERED ON OR THROUGH THE SITES OR SERVICES ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, WE DISCLAIM ALL WARRANTIES OR OTHER TERMS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR TERMS OF SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT: THAT THE SITES OR SERVICES, OR ANY OF THEIR FUNCTIONS, WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT ANY PART OF THE SITES OR SERVICES, OR THE SERVERS THAT MAKE THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, INCLUDING WHETHER UPDATES WILL AUTOMATICALLY DOWNLOAD WHEN INSTALLED OR THAT DEPENDING ON YOUR DEVICE WHETHER UPDATES WILL BE AVAILABLE TO YOU. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITES OR SERVICES OR CONTENT CONTAINED THEREIN WITH REGARD TO THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, APPROPRIATENESS FOR ANY PURPOSE, OR OTHERWISE. DUE TO THE NATURE OF THE INTERNET, PINECONE CANNOT GUARANTEE THE CONTINUOUS AND UNINTERRUPTED AVAILABILITY AND ACCESSIBILITY OF THE SITES OR SERVICES. PINECONE MAY RESTRICT THE AVAILABILITY OF THE SITES OR SERVICES OR CERTAIN AREAS OR FEATURES IF NECESSARY, IN VIEW OF CAPACITY LIMITS, THE SECURITY OR INTEGRITY OF ITS SERVERS, OR TO CARRY OUT MAINTENANCE MEASURES THAT ASSIST IN THE PROPER OR IMPROVED FUNCTIONING OF THE SITES OR SERVICES. IF YOU ARE DISSATISFIED WITH ANY OF THE MATERIALS CONTAINED IN THE SITES OR SERVICES, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF OUR SITES OR SERVICES.
IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITES. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT, INCLUDING BUT NOT LIMITED TO FINANCIAL, HEALTH, OR LIFESTYLE INFORMATION, OPINION, ADVICE OR OTHER CONTENT.
NO RESULTS ARE GUARANTEED FROM USE OF OUR SITES AND SERVICES.
8. LIMITATION OF LIABILITY
You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Sites, Services, Content and User Content remains with you. Neither Pinecone nor any other party involved in creating, producing, or delivering the Sites or Services, Content or User Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these Terms or from the use of or inability to use the Sites or Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Pinecone has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed its essential purpose. In no event will Pinecone’s aggregate liability arising out of or in connection with these Terms and your use of the Sites or Services, exceed the amounts you have paid to Pinecone in the six-month period prior to the event giving rise to the liability, or $50 USD if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Pinecone and you. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
9. YOUR LEGAL LIABILITY
You agree to defend, indemnify and hold harmless Pinecone and its members, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, and licensors from and against all damages, losses, liabilities, claims, and costs (including, but not limited to, reasonable attorneys’ fees and costs including costs to respond to regulatory inquiries, actions or subpoenas) related to all third party claims, charges, and investigations, arising from, relating to, or caused by User Content you post or submit or your failure to comply with these Terms. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
10. CALIFORNIA RESIDENT’S RIGHTS
If you are a California resident and in connection with the foregoing releases, you hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
11. GEOGRAPHIC RESTRICTIONS
Pinecone will provide the Sites and Services with reasonable care and skill but makes no representations that they are appropriate for use from locations outside the United States or compliant with laws outside the United States. If you access the Sites or Services from outside the United States, you are responsible for compliance with local laws in relation to your use of the Sites or Services.
12. CHANGES TO TERMS OF SERVICE
Pinecone will review and may update these Terms periodically and will note the new effective date if any changes are made. If we make material changes to these Terms we may choose to notify you by prominently posting a notice of a new Terms of Service update on the Sites for a period of time in our discretion but we encourage you to review these Terms and make note of the “effective date” frequently. Your continued use of the Sites and Services after we post any changes to the Terms signifies your agreement to any such changes. If you do not agree to these Terms, you must discontinue using the Sites and Services.
13. THIRD PARTY LINKS
You may be able to access other websites, mobile applications or resources through links accessed on the Sites or Services. Because Pinecone has no control over such websites or mobile applications you acknowledge and agree Pinecone is not responsible for the availability of such external websites, mobile applications or resources accessible from those third parties, and does not endorse and is not responsible or liable for any content, advertising, products, services, or other materials available from such websites or mobile applications, nor does Pinecone endorse any such websites, mobile applications or resources, or the products or services assessable on such websites or mobile applications.
14. ARBITRATION / DISPUTE RESOLUTION
Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Indiana without application of conflict of laws rules, except that these Arbitration provisions shall be governed by the Federal Arbitration Act.
Resolution of Any Dispute. In the event a dispute arises between you and Pinecone (“Dispute”), we want to provide you with an efficient, neutral and cost-effective means of resolving the dispute. Most customer concerns can be resolved quickly and to the customer’s satisfaction by contacting us by email at [email protected]. If, however, the Dispute cannot be resolved by the personnel directly involved, the parties shall first attempt in good faith to resolve the Dispute promptly by negotiation between duly appointed executive officers or other representatives of such parties, with full authority to negotiate and settle the Dispute. If a Dispute has not been resolved by negotiations within 90 days as provided hereinabove, such Dispute shall be submitted to the American Arbitration Association, or its successor (collectively, “AAA”), for mediation as provided hereinbelow. Any party involved in the Dispute may commence mediation by providing to AAA and each other party involved in the Dispute a written request for mediation, setting forth the subject of the Dispute and the relief requested. The parties will cooperate with AAA and with one another in selecting a mediator from AAA’s panel of neutrals and in scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator and any AAA employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the parties; provided, however, that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. None of the parties may commence arbitration or a civil action with respect to the matters submitted to mediation until after the completion of the initial mediation session, or 30 business days after the date of filing the written request for mediation, whichever occurs first. Mediation may continue after the commencement of arbitration or a civil action, if the parties so desire.
Limitation of Legal Remedies. If there is a Dispute that remains unresolved after mediation, INSTEAD OF SUING IN COURT, YOU AND PINECONE EACH AGREE TO THE FULLEST EXTENT PERMITTED BY LAW TO ARBITRATE DISPUTES THROUGH BINDING ARBITRATION PURSUANT TO THE JAMS ARBITRATION RULES AND PROCEDURES, ON AN INDIVIDUAL BASIS, WITHOUT CLASS RELIEF, EXCEPT FOR DISPUTES PERTAINING TO PINECONE’S INTELLECTUAL PROPERTY RIGHTS AND STATUTORY CLAIMS THAT PURSUANT TO LAW ARE NOT ARBITRABLE. This agreement to arbitrate is intended to be broadly interpreted. It includes claims based in contract, tort, statute, fraud, misrepresentation or any other legal theory (“Claim(s)”). The arbitrator's decision and award are final and binding, with some exceptions under the Federal Arbitration Act, 9 U.S.C. 1, et seq., and judgment on the award may be entered in any court with jurisdiction.
Jury Trial Waiver. YOU AND PINECONE EACH VOLUNTARILY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESOLVING ANY DISPUTE BETWEEN US ARISING OUT OF THESE TERMS OR THE SITES OR SERVICES.
Class Action Waiver. YOU AND PINECONE EACH AGREE THAT CLAIMS AGAINST THE OTHER MAY ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING. All arbitrations under these Terms must be conducted on an individual (and not a class-wide) basis, and an arbitrator will have no authority to award class-wide relief. You acknowledge and agree that these Terms specifically prohibit you from commencing any legal proceedings as a representative of others, participating in a class, representative, or collective action as a class representative, class member or an opt-in party, acting as a private attorney general, or joining or consolidating Claims with claims or proceedings brought by any other person ("Class Action Waiver").
Arbitration Procedures. A party who intends to seek arbitration must first send to the other a written Notice of Dispute describing the nature and basis of the Claim and setting forth the specific relief sought ("Notice"). All Notices to PINECONE must be sent to the following address: ________________________________, United States. Our notice to you will be sent to you based on the most recent contact information that you provide us but if no such information exists or if such information is not current, then we have no obligation under this Section. Upon receipt of such Notice, the receiving party will have a 60-day period in which it may satisfy the Claim against it by fully curing the Claim, providing all the relief requested in the Notice, or entering into a settlement to resolve the Claim to the mutual satisfaction of the parties. After the expiration of such 60-day cure period, you or Pinecone may commence an arbitration proceeding. Unless otherwise agreed to by you and Pinecone in writing, the arbitration will be governed and conducted by the AAA before a single arbitrator with substantial experience in the internet industry and shall follow substantive law in adjudicating the Dispute. This Section shall be construed as a written agreement to arbitrate pursuant to the Federal Arbitration Act (“FAA”). You and Pinecone agree that this Section satisfies the writing requirement of the FAA. The arbitration of any claim will be conducted in Indianapolis, State of Indiana, and for any non-frivolous claim that does not exceed $5,000.00, you shall have the choice as to whether the hearing is conducted in person or by telephone. Each party will pay the fees and costs of its own counsel, experts and witnesses. The AAA’s rules are available on its website at www.adr.org. To the extent that this dispute resolution Section conflicts with the AAA’s minimum standards for procedural fairness, the AAA rules and/or minimum standards for arbitration procedures in that regard shall control. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or for the arbitrator’s award; and any such suit may be brought only in the Indiana Southern District Court or, if any such court lacks jurisdiction, in any state court that has jurisdiction. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any Dispute relating to the interpretation, applicability, unconscionability, arbitrability, or enforceability of these Terms including any claim that all or any part of these Terms are void or voidable. However, the preceding sentence shall not apply to the clause entitled “Class Action Waiver”.
Exception to Arbitration. Only disputes or actions pertaining to Pinecone’s intellectual property rights, or statutory claims that pursuant to law are not arbitrable, are exempt from arbitration.
Survival. This arbitration provision shall survive termination of these Terms.
Severability. If any provision of this Section is declared or found by a court of competent jurisdiction or arbitrator to be unlawful, unenforceable or void, such provision will be ineffective only to the extent that it is found unlawful, unenforceable or void, and the remainder of the provision and all other provisions will remain fully enforceable, except that if the Class Action Waiver for any Claim cannot be enforced, then the provision to arbitrate will not apply.
15. NO RIGHTS OF THIRD PARTIES
You agree that, except as otherwise expressly provided in these Terms, there are not third-party beneficiaries to these Terms.
These Terms, and policies incorporated herein, are the entire agreement between you and us. They supersede any and all prior or contemporaneous agreements between you and us relating to your use of the Sites or Services. If these Terms expire or are terminated for any reason, the provisions which by their nature should continue after termination including Proprietary Rights, Disclaimer of Warranties, Limitation of Liability, Your Legal Liability, Arbitration/Dispute Resolution, No Rights of Third Parties, and Miscellaneous shall survive any such expiration or termination. If any provision of these Terms is declared or found by a court of competent jurisdiction or arbitrator to be unlawful, unenforceable or void, such provision will be ineffective only to the extent that it is found unlawful, unenforceable or void, and the remainder of the provision and all other provisions will remain fully enforceable, except that if the Class Action Waiver for any Claim cannot be enforced, then the provision to arbitrate will not apply. You may not assign your rights under your Pinecone Account or this agreement to any third party without Pinecone’s prior written permission. Pinecone may assign these Terms, in whole or in part, at any time. Headings in the Terms are for convenience of reference only and shall not affect the interpretation or construction of this agreement. The failure of Pinecone to partially or fully exercise any rights or the waiver of Pinecone to enforce any breach of these Terms by you, shall not prevent a subsequent exercise of such right by Pinecone or be deemed a waiver by Pinecone of any subsequent breach by you of the same or any other term of these Terms. The rights and remedies of Pinecone under these Terms and any other applicable agreement between you and Pinecone shall be cumulative, and the exercise of any such right or remedy shall not limit Pinecone’s right to exercise any other right or remedy. In the event of any conflict or inconsistency between any of these Terms any other terms or conditions applicable to the Services, we shall determine which rules, restrictions, limitations, terms and/or conditions shall control and prevail in our sole discretion, and you specifically waive any right to challenge or dispute such determination.
17. CONTACT US.
If you have any questions about these Terms, please email us at [email protected].
When contacting us, please include your full name, address, phone number, and email address, and indicate the specific nature of your request or inquiry.
TERMS OF SUPPORT
These terms of support shall provide the support Pine Cone II, LLC (“Pinecone”) shall provide to the Advisors who subscribe to the Model. The capitalized terms shall have the same meaning as in the End User’s License Agreement or the Terms of Service. If there is a discrepancy between the Terms of Service and these Terms of Support, the Terms of Service shall control.
Pinecone agrees to:
A. Provide up to 4 hours of Platform Customization Hours for Free within a reasonable amount of time after the Advisors subscribed to the Model if requested and at a day and time determined by Pinecone.
B. Provide documentation to Migrate Data available to all Advisors who wish to do their own data migration and alternative options to those who wish to utilize external assistance.
C. Provide Training and Support Documentation Upon Completion of Onboarding and Mutual Agreement of Contract.
D. Provide additional onboarding hours starting at the rate of $125 per hour.
The Advisor agrees to:
A. not call or email Crown Haven, Casey Marx, James Dombro or Daniel Asbury directly.
B. Follow Support Channels and Processes as set by Pinecone’s development team and provided to Advisor. Failure to follow Pinecone’s processes and methods shall result in Advisor being solely responsible for maintenance, operating and support of the Model, and Pinecone’s applicable rates for service shall apply.
C. Pinecone shall not be responsible or liable for any supplier’s or third-party providers’ price or fee changes.
A. Data Ownership - while Pinecone has temporary access to the Advisor’s personal or client data, this data ownership, security, and compliance remains the responsibility of the Advisor.
B. Pinecone is not liable for any potential future data breaches to the Pinecone App, the Model, Salesforce, Cloud, or other 3rd Party software(s).
C. Data Access – Upon an Advisor’s request and consent, Pinecone’s Development team members and outside 3rd party partners may require access to the End User’s Salesforce Software or other 3rd Party Software as necessary.
D. Advisor acknowledges that their client’s data maybe visible while Pinecone Development team members provide support. Pinecone shall treat such information as it would its own confidential information. Pinecone shall not use your non-abandoned data without your prior written consent.
E. Advisor shall keep all support, training, and operating information received from Pinecone as Confidential and as a Trade Secret as set forth in greater detail in the Terms of Service.
Features and services within Pine Cone II, LLC (“Pine Cone II”) products may be the subject matter of pending and issued patents assigned to Pine Cone II.
Pine Cone II, the Pine Cone II logo, among others, are claimed or registered trademarks and/or claimed or registered service marks of Pine Cone II Inc., or one of its subsidiaries, in the United States and/or other countries.
Pine Cone II's products, services, web content and related materials (collectively, the "Model") are owned by Pine Cone II and/or its licensors, and all rights in such Offerings are reserved by Pine Cone II and/or its licensors.
Copyright Infringement Notification
Pine Cone II respects the intellectual property rights of others and expects that the users of our Offerings do the same. Persons who believe that their copyrighted work has been used in a way that may constitute copyright infringement and is accessible through an Pine Cone II Offering may notify Pine Cone II's Designated Agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA).
All such notices must comply with the requirements of U.S. Copyright Act 17 U.S.C. 512(c)(3) and regulations promulgated thereunder, each as amended. Such notices not complying with these requirements will not be processed. No other notices or inquiries of any type, including requests for information, purchase or technical support questions, notices of infringement of third-party trademark or patent rights, employment inquiries, press inquiries, or investor inquiries, will be read or answered under this Agent and Agent Address.
The Pine Cone II Model is a wide ranging training, processes program, and a business development system centered around Crown Haven, LLC’s business acumen and best practices that revolve around Salesforce INC’s Salesforce Financial Service Cloud Platform, that use a variety of custom Pine Cone II built extensions and customizations, some of which also include other 3rd party software(s).
Designated Agent and Address of Agent:
Attn: Legal Department - Copyright Agent
Pine Cone II Inc.
11555 N Meridian St. Ste 560
Carmel, IN 46032
Email: [email protected]
Under Section 512(f) of the DMCA any person who knowingly materially misrepresents materials or activity is infringing may be subject to liability for damages (including costs and attorney fees).
Lastly, the information provided to Pine Cone II in a copyright infringement notification may be forwarded to the person who provided the allegedly infringing materials.
Risk of Loss
All items purchased and shipped from Pine Cone II are fulfilled pursuant to a shipment contract between Pine Cone II and our carriers. This means that both the risk of loss and title for such items pass to you upon our delivery of the items to the carrier.
Rights of Salesforce and Third Parties
Salesforce, Salesforce Cloud, Financial Service Cloud, are all registered Trademarks of Salesforce INC.
3rd Party Recommendation Companies found in Pinecone Resources contain registered Trademarks of their respective owners.
Pine Cone II does not now, and has never claimed to be the creator or owner of any Intellectual Property that is recommended to be used in the Model, including but not limited to myTrailHead Training, Webinar Series, In-Person Speaking Event, or any other promotional materials printed or digital that are held by Salesforce, other recommended partner companies, and any other future recommendations.
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (WILL BE SENT VIA DOCUSIGN INDIVIDUALLY FOR COMPLETION AFTER SUBSCRIPTION IS ACTIVE)
THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”), effective as of today, is made by and between Pine Cone II, LLC (hereinafter “Pinecone”), an Indiana Limited Liability Company, having its principal place of business at 11555 N. Meridian St., Suite 560, Carmel, Indiana 46032., and YOU (the “Receiving Party”).
WHEREAS, the Pinecone wishes to disclose to the Receiving Party certain confidential and proprietary information of Pinecone’s in connection with the rollout and Alpha/Beta testing of the Pinecone’s best business practice model known as the “Model” (the “Business Purpose”), and
WHEREAS, the parties wish to provide for the protection of the confidential information;
NOW, THEREFORE, for and in consideration of the mutual promises contained herein, the receipt and adequacy of which is hereby acknowledged, the parties hereto, intending to be legally bound, do agree as follows:
1. Definition of “Confidential Information”. As used herein, “Confidential Information” means any and all non-public, confidential and proprietary information, as well as the intellectual property rights embodied therein (including patent, copyright, trademark, trade secret and other intellectual property rights), disclosed by Pinecone to the Receiving Party, including, without limitation, Pinecone’s information concerning research, experimental work, Alpha and Beta testing, development, design details, engineering, computer software, customer lists, financial information, business forecasts and sales and marketing plans. Any Confidential Information disclosed in tangible form shall be clearly marked as “confidential”, “proprietary” or designated with words of similar import. Any Confidential Information disclosed orally shall be identified as confidential at the time of its disclosure and Pinecone shall reduce such Confidential Information to writing and to provide it to the Receiving Party within twenty (20) days of its disclosure. The existence of any business negotiations, discussions, consultations, or agreements in progress between the parties shall also be considered “Confidential Information”.
2. Obligations of the Receiving Party. The Receiving Party agrees that it will not make use of, disseminate, or in any way disclose Pinecone’s Confidential Information to any person or entity without the prior written consent of Pinecone, except: (i) to those of Receiving Party’s directors, officers, employees or outside advisors who need to know such information and who have previously agreed (either as a condition of employment or in order to obtain the Confidential Information) to be bound by terms and conditions substantially similar to those of this Agreement; and (ii) solely in connection with the Business Purpose. The Receiving Party shall treat all Confidential Information of Pinecone with the same degree of care as it accords its own Confidential Information. Other than as provided for herein, neither party shall disclose the fact that the Confidential Information of the other has been disclosed or that discussions or negotiations have taken place or are currently underway, nor the content or status of these negotiations, without the prior written consent of the other party. Any employee, officer, director or outside advisor of the Receiving Party who discloses Confidential Information shall be conclusively presumed to have been authorized to do so by the Receiving Party, and the Receiving Party shall be absolutely liable for the consequences of such disclosure.
3. Exceptions. The term Confidential Information shall not include any information that: (i) is in the public domain for some reason other than disclosure by the Receiving Party; (ii) was rightfully in the Receiving Party’s possession free of any obligation of confidentiality at or after the time it was communicated to the Receiving Party by Pinecone; (iii) is disclosed in response to a valid order by a court or other government body of competent jurisdiction or is otherwise required by law to be disclosed; (iv) is independently developed in the future by the Receiving Party without reference to or use of the Confidential Information; or (v) is necessary to disclose to establish the rights of either party under this Agreement.
4. Return or Destruction of Materials. Any materials or documents which have been furnished to the Receiving Party by Pinecone shall be promptly returned, accompanied by all copies, summaries and descriptions of such documentation, or, at the direction of Pinecone, destroyed, within ten (10) days after receipt by the Receiving Party of a written notice by Pinecone requesting such return or destruction. Upon such request, all analysis, Alpha or Beta testing, compilations, studies or other documents containing or reflecting the Receiving Party’s use of the Confidential Information will be destroyed by the Receiving Party, and such destruction confirmed to Pinecone in writing.
5. No Rights Granted. Nothing in this Agreement is intended to grant any rights or licenses under any patent, trade secret or copyright of either party to the other, nor shall this Agreement grant the Receiving Party any right whatsoever in or to the Confidential Information of Pinecone, except the limited right to review such Confidential Information solely in connection with the Business Purpose.
6. Continuing Obligation. Whether or not the contemplated business relationship between the parties is consummated or the Business Purpose is completed, the covenants pertaining to confidentiality in this Agreement shall nevertheless remain in full force and effect for a period of twenty-five (25) years from the last disclosure of Confidential Information from one party to the other hereunder, unless Pinecone expressly agrees in writing to release all or part of its Confidential Information from the restrictions imposed by this Agreement before such period has elapsed.
7. Injunctive Relief. A breach by either party of its promises or obligations hereunder will result in irreparable and continuing damage to the other party for which there may be no adequate remedy at law, and the aggrieved party shall be entitled to seek injunctive relief and/or specific performance, and any other relief as may be proper. No bond or other security shall be necessary with respect to such relief. In any action to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to an award of outside attorneys’ fees and costs against the non-prevailing party, including fees and costs of any appeal therefrom. An aggrieved party’s access to injunctive relief shall not abrogate or limit an aggrieved party’s right to seek other forms of relief under statutory or common law.
8. No Warranty. Receiving Party acknowledges and understands that Pinecone makes no representation or warranty in relation to any of its Confidential Information, its adequacy, accuracy, or suitability for any purpose, except as expressly agreed in writing, shall not be liable for any loss or damage arising from any use of its Confidential Information by the Receiving Party if such use goes beyond the evaluation of such Confidential Information in furtherance of the purposes of this Agreement.
9. Waiver and Modification. No failure or delay by a party hereto in exercising any right, power or privilege hereunder shall operate as a wavier hereof, nor shall any single or partial exercise thereof preclude any other further exercise thereof or the exercise of any right, power or privilege hereunder. The waiver of any breach or default hereunder shall not constitute the waiver of any subsequent breach or default. This Agreement may be modified only by a writing executed by authorized representatives of each party.
10. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Indiana applicable to contracts executed and performed entirely therein, without regard to conflicts of law principles requiring the application of the laws of any other state or jurisdiction.
11. Non-Disparagement. In addition to the restrictions set forth above, for a period of five (5) years from the date of this Agreement, each party agrees that it will not directly or indirectly disparage the other or the Model by the electronic, print, computer, telephonic, oral or any other type and form of media or communication.
12. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements or understandings, whether written or oral, between the parties regarding such subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.