Terms of Service

1. Agreement to these Terms

These Terms of Service ("Terms") form a binding agreement between you and PriorityAlpha LLC, a Delaware limited liability company (United States) ("PivotDeck", "we", "us", or "our"), and govern your access to and use of the PivotDeck website, applications, and related services (together, the "Service").

By creating an account, or by accessing or using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree, do not use the Service.

If you accept these Terms on behalf of a company, school, or other organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

2. Eligibility and accounts

• You must be at least 18 years old, or the age of majority where you live, to create an account. The Service is not offered to children.
• Access is currently by invitation. An account may be created only with a valid signup code or invitation.
• You agree to provide accurate registration information and to keep it current.
• You are responsible for safeguarding your sign-in credentials and for all activity that occurs under your account. Authentication is provided by our identity provider, WorkOS; we do not receive or store your password. Notify us at legal@pivotdeck.io if you believe your account has been used without your authorization.
• Every account belongs to an Organization. An Organization's administrators may view, manage, and delete content within that Organization and may manage its members' access. If your account was created for you by an employer, school, or other organization, that organization administers it.

3. The Service

PivotDeck is a branching presentation platform. You author a Deck as a graph of Slides, run it live as a Session, and audience members join by URL or QR code to respond to Poll Slides, whose results may determine which Slide the room sees next.

We may modify, add to, suspend, or discontinue any part of the Service at any time. Where a change materially and adversely affects your use, we will provide reasonable notice if it is practicable to do so.

4. Fees and payment

Some features of the Service are available at no charge. Paid plans and Event Passes are available to Organizations. Nothing is charged to an account unless an administrator of its Organization chooses to buy a plan or a Pass, and you may continue to use the free features without buying anything.

Our payment provider

Purchases are made through Paddle, our payment provider and merchant of record. When you buy, you are buying from Paddle, which is the seller on your receipt, collects any applicable sales tax or VAT, and issues your invoices. Paddle's checkout terms apply to the purchase in addition to these Terms. Your card details are entered on Paddle's checkout and are never received or stored by us.

Prices

The price of a plan or Pass, including any tax that applies where you are, is shown at checkout before you confirm. We may change prices for future purchases and renewals; a price change to a subscription you already hold takes effect from its next renewal, and we will give you notice before it does.

Subscriptions and renewal

A plan is a subscription that renews automatically at the end of each monthly or annual term, at the price then applying, until it is cancelled. You can cancel at any time from the billing portal, reached from your Organization's page. Cancellation takes effect at the end of the term you have already paid for: the plan continues until then, and no further renewal is charged. Changing plan or seat count mid-term is charged or credited pro rata for the rest of the term.

Event Passes

An Event Pass is a one-time purchase that raises your Organization's limits for a fixed period beginning on the day you choose at checkout. It does not renew.

Failed payments

If a renewal payment fails, Paddle will retry it over the following days and email the billing contact. Your plan continues for a grace period of at least seven days while payment is retried. If payment is not collected, the subscription is cancelled and your Organization returns to the free features; Your Content is not deleted by that change.

Refunds

Except where applicable law requires otherwise, payments are non-refundable and there is no refund or credit for the unused part of a term after cancellation. Refund requests are handled by Paddle under its refund policy; you can also write to legal@pivotdeck.io and we will help.

Who is bound

A purchase made by an administrator of an Organization is made on that Organization's behalf, and the Organization is responsible for it. The person buying confirms they are authorised to do so.

5. Your content

"Your Content" means the Decks, Slides, text, images, video, audio, and other material you or your Organization create with or upload to the Service.

As between you and us, you retain all right, title, and interest in Your Content. We claim no ownership of it.

You grant us a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, transmit, display, reformat, and render Your Content, solely as necessary to operate, secure, and provide the Service to you and to those you share it with. This licence ends when Your Content is deleted, except for copies retained in routine backups.

You represent and warrant that you own or have the necessary rights to Your Content, that it does not infringe or misappropriate the rights of any third party, and that your use of it through the Service complies with applicable law.

Prohibited data. You must not upload to the Service any protected health information, payment card or financial account data, government-issued identification numbers, biometric identifiers, or other sensitive personal information subject to heightened regulatory requirements. The Service is not designed for such data and must not be used to process it.

6. Audience participation

Audience members hold no account and are not parties to these Terms. Where a Deck asks an audience member for a name, an email address, or other information at join, you and your Organization decide what is asked and why. You are the controller of that information and we process it on your behalf, as described in the Privacy Policy.

You are responsible for having a lawful basis to collect that information and for giving any notice and obtaining any consent required, including in a classroom or any other setting where an audience may include minors.

Before an audience member joins, the Service tells them who is collecting the information, what is stored, and how long it is kept. Individual responses are not displayed or exported with an audience member's name or email address. The Service uses an internal participant identifier to operate the Session and enforce participation limits.

7. AI features

Certain features — including Deck generation, Restyle, and in-editor assistance — transmit your prompt and the content of the Slides in scope ("Input") to a third-party artificial intelligence provider acting as our subprocessor, in order to generate a result ("Output"). Session data, votes, attendance records, and demographic responses are not transmitted.

You are responsible for your Input and for reviewing Output before relying on it or publishing it. Output is generated automatically and may be inaccurate, incomplete, or unsuitable for your purpose. Similar Input may produce similar Output for other users; we make no representation that Output is unique or original, and no warranty that it does not infringe the rights of a third party.

As between you and us, and to the extent permitted by applicable law, you own the Output generated from your Input, subject to these Terms and to the rights of third parties.

8. Acceptable use

You agree not to, and not to permit anyone else to:

• use the Service in violation of any applicable law or regulation;
• infringe or misappropriate the intellectual property, privacy, publicity, or other rights of any person;
• upload or distribute malware or any code intended to harm, disrupt, or gain unauthorized access to any system;
• attempt to gain unauthorized access to the Service, to another user's account, or to any system or network connected to the Service;
• probe, scan, overload, or otherwise interfere with the operation of the Service or with any other customer's use of it;
• reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent that restriction is prohibited by applicable law;
• resell, sublicense, or otherwise make the Service available to a third party except as these Terms expressly permit;
• use automated means to access the Service in a way that exceeds reasonable use or circumvents any rate limit; or
• upload data that Section 5 prohibits.

We may investigate suspected violations and may suspend or terminate access in accordance with Section 12.

9. Intellectual property

The Service, including its software, design, text, and trademarks, is owned by us and our licensors and is protected by intellectual property laws. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service. All rights not expressly granted are reserved.

If you send us suggestions, ideas, or other feedback about the Service, we may use it without restriction and without obligation or compensation to you.

10. Third-party services

The Service relies on services operated by third parties, including authentication, artificial intelligence, stock image search, email delivery, payment processing, hosting, and content delivery. Where such a provider's terms apply directly to you, your use is subject to them. We are not responsible for the acts or omissions of third-party services outside our reasonable control. The categories of service provider we use, and the providers we identify by name, are described in the Privacy Policy.

11. Privacy

Our collection and use of personal information in connection with the Service is described in our Privacy Policy, which forms part of these Terms.

12. Term, suspension, and termination

• These Terms apply for as long as you access or use the Service.
• You may stop using the Service at any time, and may request deletion of your account by writing to legal@pivotdeck.io. Deletion is performed either by anonymizing the account or by erasing it, at your election.
• We may suspend or terminate your access, with or without notice, if you breach these Terms, if your use poses a risk to the Service or to other users, or if we are required to do so by law.
• On termination, your right to use the Service ends. We are not obliged to retain Your Content after termination, so export anything you need beforehand.
• Sections that by their nature should survive termination do so, including Sections 5, 9, 13, 14, 15, 16, and 18.

13. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY CONTENT OR OUTPUT WILL BE ACCURATE OR RELIABLE. NO UPTIME OR SUPPORT COMMITMENT IS MADE. YOU USE THE SERVICE AT YOUR OWN RISK.

Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER WE NOR OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (US$100).

These limitations apply even if a limited remedy fails of its essential purpose, and they form an essential basis of the bargain between us. Some jurisdictions do not allow certain limitations of liability, so parts of this section may not apply to you. Nothing in these Terms limits liability that cannot be limited under applicable law.

15. Indemnification

You will defend, indemnify, and hold harmless PriorityAlpha LLC and its affiliates, officers, employees, and agents from and against any third-party claim, and any resulting damages, liabilities, losses, and expenses (including reasonable legal fees), arising out of or relating to (a) Your Content, (b) your use of the Service, (c) your breach of these Terms or of applicable law, or (d) your collection or use of information from audience members.

We will notify you of any such claim, may participate in its defence with counsel of our choosing, and you may not settle a claim in a way that imposes any obligation or admission on us without our prior written consent.

16. Governing law and disputes

These Terms, and any dispute arising out of or relating to them or to the Service, are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing a claim, you agree to try to resolve the dispute informally by contacting us at legal@pivotdeck.io and allowing at least 30 days for us to respond and attempt a resolution.

For any dispute not resolved informally, you and we agree to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and each party consents to personal jurisdiction there and waives any objection to that venue.

If you are a consumer resident in a jurisdiction whose law entitles you to bring proceedings in your local courts or gives you the protection of mandatory local consumer law, nothing in this section deprives you of that right.

17. Changes to these Terms

We may update these Terms from time to time. When a change is material, we will move the version identifier and effective date shown at the top of this page and ask you to accept the updated Terms before you continue to use the Service. We record which version your account accepted and when. Non-material corrections do not move the version. Your continued use of the Service after a change takes effect constitutes acceptance of the updated Terms.

18. General

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and us about the Service and supersede any prior agreement on that subject.
• Severability. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the remaining provisions will remain in full force.
• No waiver. Our failure to enforce a provision is not a waiver of our right to enforce it later.
• Assignment. You may not assign these Terms without our prior written consent. We may assign them to an affiliate or in connection with a merger, acquisition, financing, or sale of assets.
• Notices. We may give notice to you by email to the address on your account or by posting within the Service. Notices to us go to legal@pivotdeck.io.
• Force majeure. Neither party is liable for a delay or failure caused by an event beyond its reasonable control.
• Relationship. These Terms do not create a partnership, joint venture, employment, or agency relationship between us.

19. Contact us

PriorityAlpha LLC. Questions about these Terms: legal@pivotdeck.io. Privacy questions and data requests: privacy@pivotdeck.io.