Pinnacle Website Terms of Use

These Terms of Use (“Terms”) are effective upon acceptance for new Users, and from October 27, 2020 for existing Users.

By accessing our website located at https://www.pinnacle-nyc.com/ (our “Website”) or interacting with Pinnacle through email or payment platforms, you agree that these Terms of Use form a binding contract between you and Pinnacle Building Maintenance, Inc. and/or its affiliates (“Pinnacle”, “we”, or “us”).

If you do not agree to be bound by these Terms of Use, you may not use or access the Website. If you are accessing and using the Website on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms of Use. In that case, “you” and “your” will refer to that entity.

If you have a question, comment, or concern, email us at [email protected]

The Website is not intended for use by “Consumers” as defined in section 1761 of the California Civil Code and similar consumer protection regulations.

These Terms contain provisions that govern how claims you and Pinnacle may have against each other related to these Terms, our Privacy Policy, and the Website, are resolved including an (i) agreement to arbitrate in place and instead of the right to go to court and have our claims heard by a jury and (ii) a waiver of the right to participate in a class or collective action or arbitration. With limited exception, these Terms require you and us to submit claims related to these Terms, our Privacy Policy, and the Website to binding and final arbitration. You will only be permitted to pursue claims against us or our agents on an individual basis, not as a plaintiff or a class member in a class or representative action or proceeding and you will only be permitted to seek relief on an individual basis.

1. About Pinnacle
2. You and Pinnacle’s Agreement to these Terms of Use
3. Use of the Website
4. Rights in the Website
5. User Submissions & License Grant
6. Responsibility For Content & Interactions
7. Restrictions on Use of the Website
8. Termination & Survival
9. Messaging, Telephone and Electronic Communications
10. Privacy Protection, Privacy Policy, Use of User Information
11. Copyright, DMCA, and Intellectual Property Policy
12. User Dispute Resolution Policy & Procedures
13. Legal Disputes With Pinnacle Regarding Website, Terms & Privacy
14. Disclaimer of Warranties, Limitation of Liability, Release and Indemnification
15. Entire Agreement; Assignment; Modifications to the Website and these Terms

1. About Pinnacle
Pinnacle Building Maintenance is a full service, professional, commercial cleaning service. We offer commercial cleaning solutions for all industries, reliable building maintenance, and janitorial services in New York. Using the latest technologies and procedures, we provide a clean, healthy environment for you and your employees. We care about clean commercial spaces and it shows in our work, our people, our accountability to you, and our commitment to delivering on our word, every day. Our services are offered to contractors, developers, building owners and managers in the New York area and our website https://www.pinnacle-nyc.com/ (our “Website”) is directed to and intended for our commercial customers and potential customers. A “User” means any individual or entity that uses any aspect of the Website or interacts with us electronically through the use of email or online payment platforms that we may provide for the convenience of our customers. These Terms are limited to the governance of the use of our Website and our electronic communications with you. The provision of services and any other relationship between you and Pinnacle is governed by the terms of separate agreements.

Our mailing address is Pinnacle Building Maintenance, Inc., 2050 Eastchester Road, Bronx, New York 10461 and our email address for any questions, complaints, or claims regarding the Website is [email protected]. For claims related to intellectual property, the contact information for our Copyright Agent and requirements for notices are listed below.

2. You and Pinnacle’s Agreement to these Terms of Use
These Terms of Use (the “Terms”), and all policies and additional terms posted on and through our Website set out the terms on which Pinnacle offers you access to and use of our Website. The “Website” means our website, applications, email servers, and other technology tools used to deliver our Website and communicate information electronically between you and Pinnacle. All policies, guidelines, terms and conditions posted on our Website are incorporated by reference into these Terms. This includes but not limited to the provisions contained in our Privacy Policy, available on our Website and the Copyright, DMCA, and Intellectual Property Policy contained below.
You agree to comply with these Terms when accessing or using the Website, and by using the Website, you agree that these Terms form a binding contract between you and Pinnacle. Your use of the Website or communication with us in any way means that you agree to the Terms, and the Terms will remain in effect during and after your use of the Website.

3. Use of the Website
Use of the Website is restricted to persons aged 18 and over and is not authorized for use by Consumers. By utilizing the Website, you represent and warrant that you are an individual of legal age to form a binding contract, or if not, your parent or guardian has granted you permission to utilize the Website and is agreeing to these Terms on your behalf and that you are not using it as a Consumer as that term is defined in your jurisdiction.

If you are utilizing the Website on behalf of, or in your role as a member, employee, or representative of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms. In such case, your obligations, representations, warranties, agreements, and waivers set forth in these Terms are applicable with equal force to the organization or entity.

You will only use the Website for your own internal, personal use (or as authorized on behalf of an organization), and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Website is prohibited by applicable laws, then you are not authorized to use the Website. Pinnacle is not responsible for your use of the Website in a manner that violates any applicable law or regulations, and you agree to indemnify and hold harmless Pinnacle from any liability, costs or damages arising from violation of this representation and warranty.

There are no fees charged by Pinnacle to Users for use of the Website. From time to time Pinnacle may provide an online portal or other payment platform for the submission of payments under agreements between you and us for the provision of our products and services under agreements for such products and services that are separate, apart, and not related to these Terms. The processing of payments will be subject to the terms, conditions and privacy policies of the payment processor in addition to these Terms
If you elect to receive text messages from Pinnacle or access the Website via a metered or cellular connection, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your internet provider and wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Website.

4. Rights in the Website
The materials displayed or available through our Website, including, but not limited to code, text, graphics, videos, information, software, sound, data, articles, photos, images, illustrations, User Submissions (defined below) (“Content”) are protected by copyright and/or other intellectual property laws. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Website, and you shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s rights, including Pinnacle’s.

Subject to these Terms, and while in compliance with these Terms, each User is granted a worldwide, non-exclusive, non-sublicensable and non-transferable license to use the Content solely for purposes of using the Website, for instance to download or locally display the Content. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Website is expressly prohibited without prior written permission from Pinnacle. You understand that Pinnacle owns the Website.
You shall not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, or otherwise exploit any of the Website or Content except as explicitly set forth in these Terms by further written agreement between you, Pinnacle, and the respective owner of the Content. The Website may allow you to copy or download certain Content, but even where these functionalities exist, all the restrictions in this section remain applicable. In addition, the Website or associated technology may provide functionality that takes User Submissions (as defined below), and applies certain modifications, formatting, or other enhancements to those User Submissions. The output and results of such functionality or resulting from any other use of the Website shall be considered “Content”, and subject to all of the restrictions herein relating to Content. Without limiting the foregoing, you may not access, download or use any User Submission of another User or any Content for use with any service, technology, or platform other than the Website.

5. User Submissions & License Grant

User Submissions
Anything you post, upload, share, store, or otherwise provide through the Website or associated technology is your “User Submission”. Some User Submissions may be viewable by other users. You are solely responsible for all User Submissions you contribute to the Website or otherwise provide to Pinnacle. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations.
You agree that you will not post, upload, share, store, or otherwise provide through the Website or associated technology any User Submission that: violates the Restrictions on Use of the Website; infringes any third party’s copyrights or other intellectual property rights; contains sexually explicit content or pornography; contains hateful, defamatory, or discriminatory content or incite hatred against any individual or group; exploits minors; depicts unlawful acts or extreme violence; depicts animal cruelty or extreme violence towards animals; or thats violate any law.

Grant of License
In order to display your User Submissions on the Website or other websites or pages owned or controlled by Pinnacle, you grant Pinnacle certain rights in your User Submissions as detailed below. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your Personal Data.

You understand and agree that Pinnacle, in performing the required technical steps to provide the Website to our Users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the license(s) granted include the rights to do so. You hereby grant Pinnacle a license to translate, modify (for technical purposes, for example, making sure your content is viewable on a mobile device as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Website. This is a license only – your ownership in User Submissions is not affected.

The license(s) you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide. You understand and agree that it may not be possible to completely delete that content from Pinnacle’s records and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other Users.
If you share a User Submission publicly on the Website and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any testimonials, feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Website (each of the foregoing, a “Public User Submission”), then you grant Pinnacle the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Users, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Website and/or otherwise in connection with Pinnacle’s business. Also, you grant all other Users of the Website a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Website.

6. Responsibility For Content & Interactions
Any information or Content publicly posted or privately transmitted through the Website and associated technology (such as direct email or contact form submission to Pinnacle) is the sole responsibility of the User from whom such Content originated, you access all such information and Content at your own risk, and Pinnacle is not liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. Pinnacle cannot control and has no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release Pinnacle from all liability for you having acquired or not acquired Content through the Website. You are responsible for all Content you contribute, in any manner, to the Website, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

Third-Party Links
The Website may contain links or connections to third-party websites or services that are not owned or controlled by Pinnacle. Pinnacle has no control over such sites and resources and Pinnacle is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Pinnacle will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Website are between you and the third party. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Pinnacle is not responsible for such risks.
Interactions with Third Parties

Pinnacle has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Website. In addition, Pinnacle will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Website and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Website, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

7. Restrictions on Use of the Website

You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Website or interact with the Website in a manner that: 

• disturbs or interferes with the operation of the Website in any manner including without limitation by imposing an unreasonable or disproportionate burden on the network, software or hardware infrastructure of applications, platform, or Website;
• runs any processes that run or are activated while you are not actively browsing the Website , or that otherwise interfere with the proper working of the Website;
• manipulates, by any means, the information available through the Website, including without limitation through the use of an alias or decoys;
• disrupts or otherwise interferes in any way with another User’s use of the Website;
• infringes or violates the intellectual property rights or any other rights of anyone else (including Pinnacle);
• constitutes information which is false, inaccurate, incorrect, or misleading;
• violates any applicable local, provincial, state, national, or international law, rules and regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Pinnacle;
• encourages conduct that would constitute a criminal or civil offense;
• attempts to exploit children under 18 years of age;
• solicits personal information from children under 18 years of age;
• is dangerous,  harmful, unlawful, abusive, excessively violent, fraudulent, deceptive, tortious, threatening, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable, as determined in Pinnacle’s sole discretion;
• contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;
• impersonates any person or entity, or falsely states or otherwise misrepresents your affiliation with a person or entity;
• obtains or attempts to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Website;
• invades the privacy of any person, including without limitation posting personally identifying or otherwise private information about a person without their consent, or the consent of their parent or guardian in the instance of a child under 18 years of age;
• violates the security of any computer network, or cracks any passwords or security encryption codes;
• “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Website or Content through use of manual or automated means;
• copies, collects, interferes with, stores, distributes or discloses any significant portion of the Content, Website, or information of Users;
• decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Website; or
• in the sole judgment of Pinnacle, is objectionable or which restricts or inhibits any other person from using or enjoying the Website, or which may expose Pinnacle or other Users to any harm or liability of any type.

A violation of any of the foregoing is grounds for termination of your right to use or access the Website.

8. Termination & Survival
You may stop using the Website at any time though many of the obligations, representations, warranties, licenses, conditions, and restrictions set forth in these Terms will remain in effect. Our Privacy Policy sets forth your rights in your Personal Data during and after your use of the Website and the provisions herein with respect to Content extend beyond your termination of use of the Website.

Pinnacle may terminate or suspend your right to access to the Website for any reason in our discretion, including your breach of these Terms. Pinnacle has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, releases, disclaimers of warranties, any terms regarding ownership or intellectual property rights, choices of law and judicial forum, and terms regarding disputes between us, including without limitation the arbitration agreement.

9. Messaging, Telephone and Electronic Communications

By providing us with your wireless number by email or a contact form submission, you confirm that you want Pinnacle to send you information regarding our services or employment opportunities that we think may be of interest to you, which may include Pinnacle using automated dialing technology to text you at the wireless number you provided, you agree to receive communications from Pinnacle, and represent and warrant that each person for whom you provide a wireless phone number has consented to receive these communications. You agree to indemnify and hold harmless Pinnacle, its affiliates, vendors, contractors, and personnel from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of this representation and warranty.

Consent to Electronic Communications
When you use the Website, or send e-mails, text messages, and other communications from your desktop or mobile device to Pinnacle, you may be communicating with us electronically. You consent to receive communications from us, but only to the extent permitted by these Terms and our Privacy Policy, electronically, such as e-mails, texts, or notices and messages on our Website, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Consent to Telephone Communications

Pinnacle, including our affiliates and contractors, may contact you using autodialed or prerecorded calls and text messages, at any telephone number that you have provided us, to:

• notify you regarding your account;
• troubleshoot problems with your account;
• resolve a dispute;
• collect a debt;
• poll your opinions through surveys or questionnaires; and
• as otherwise necessary to service your account or enforce these Terms, our policies, applicable law, or any other agreement we may have with you.

We may also contact you using autodialed or prerecorded calls and text messages for marketing purposes, which you consent to by accepting these Terms and our Privacy Policy, which is incorporated by reference herein.  Our Privacy Policy governs our collection, use, disclosure, retention, and protection of your personal data and information.  As stated in our Privacy Policy, we may share your telephone number with our affiliates and service providers.  Restrictions on the use of your personal data and information are set forth in these Terms and our Privacy Policy.  If you believe Pinnacle has acted otherwise, please immediately notify us at [email protected] or contact us as set forth in our Privacy Policy.

Consent to Call Recording

We may, without further notice or warning and in our discretion, monitor or record telephone conversations you or anyone acting on your behalf have with us, or are affiliates or service providers, for quality control and training purposes, or for our own protection, and you consent to such recording.

10. Privacy Protection, Privacy Policy, Use of User Information

Privacy Policy
Please review our Privacy Policy, which also governs your use of the Website, to understand our practices. Our most current Privacy Policy may be found on our Website.
Children’s Online Privacy Protection Act – No Users Under 18 Permitted

The Website is not intended for nor authorized for us by children under age 18. If you are a child under 18, please do not attempt to use the Website or send us any Personal Data. The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen years of age. If we learn we have collected Personal Data from a child under 18 years of age, we will delete that information as quickly as possible. If you believe that a child under 18 years of age may have provided us Personal Data, please contact us at [email protected] or utilizing the contact information for your jurisdiction set forth in our Privacy Policy.

11. Copyright, DMCA, and Intellectual Property Policy

Intellectual Property Infringement Policy
We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing.
We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act and we respond quickly to the concerns of rights owners, including by disabling Content that is or may be infringing upon a protected intellectual property right, and we terminate the rights to use the Website of repeat infringers in appropriate circumstances to the extent our technology permits.

Notice of Infringement Procedure
If you believe that any of your intellectual property rights have been infringed, including, but not limited to, copyright, trademark, and patent claims, you may submit a written claim of infringement, to our Copyright Agent at:
Pinnacle Building Maintenance, Inc.
Attention: Copyright Agent
2050 Eastchester Road
Bronx, New York 10461 USA
(718) 892-0100
[email protected]

Written claims concerning intellectual property right infringement must include the following information:
A physical or electronic signature of the person authorized to act on behalf of the owner of the intellectual property right that you claim has been infringed upon;
A description of the intellectual property right that you claim has been infringed upon;

• A description of where the material that you claim is infringing is located on the site;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the intellectual property right owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the intellectual property right owner or are authorized to act on the intellectual property right owner’s behalf.

Repeat Infringer Policy

Pinnacle and our Website does not have an account functionality, rather our Website is passive except for user data submitted to Pinnacle by email or use of a contact form submission. Nonetheless it is Pinnacle’s policy, in appropriate circumstances, to terminate the authorization of Users who are repeat infringers or are repeatedly charged with infringement from utilizing our Website.
In determining whether termination is appropriate, Pinnacle may take into account, the number of valid claims of infringement against a User, and the following considerations, among others:

• whether the infringements were obvious or blatant, as opposed to debatable or unclear, including whether the User might in good faith have believed that the posted material did not infringe;
• whether infringing matter appears to be the mainstay of the User’s postings of Content through the Website or only a few among myriad lawful postings;
• how many times the User has posted blatantly infringing matter, and over how long a period of time;
• how many valid notices of infringement that have resulted in take-downs, even if Pinnacle could not easily and fairly determine the merits of the infringement claim;
• whether the User has filed counter-notices, and the outcome; and
• whether the User has some credible explanation for offering infringing goods or works, and what it may be doing to avoid a repetition of the situation.

Notwithstanding the foregoing, Pinnacle is not obliged to and it is not our policy to conduct an exhaustive or costly investigation when Users are charged with infringement.

12. User Dispute Resolution Policy & Procedures

If you believe that any of your intellectual property rights have been infringed, including, but not limited to, copyright, trademark, and patent claims, you may submit a written claim of infringement to our Copyright Agent in the manner set forth in the “Copyright, DMCA, and Intellectual Property Policy” section above.
If you believe that another User has violated our Terms of Use or Privacy Policy that do not constitute Intellectual Property Infringement or a Transaction Dispute (“Other Policy Violations”) you may report the alleged violation to us by email at [email protected]. Pinnacle may, but has no obligation to take action on, nor advise you as to the status or resolution of Other Policy Violations except as required by our Privacy Policy and applicable laws.

13. Legal Disputes With Pinnacle Regarding Website, Terms & Privacy

Any dispute or claim under these Terms, our Privacy Policy, or with respect to the Website, will be settled by binding arbitration and will take place on an individual basis only; you agree that class, consolidated or representative arbitrations and civil actions are not permitted and any rights to bring such actions are waived by each party.

Both you and Pinnacle acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms , our Privacy Policy, and use of the Website, Pinnacle’s officers, directors, advisors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

THESE DISPUTE PROVISIONS ARE LIMITED TO THESE TERMS, OUR PRIVACY POLICY, AND USE OF OUR WEBSITE, AND RELATED MATTERS OF DATA PRIVACY AND INTELLECTUAL PROPERTY. THEY ARE NOT APPLICABLE TO DISPUTES BETWEEN YOU AND PINNCALE ARRISING OUT OF ANY OTHER DISPUTE OR ASPECT OF OUR RELATIONSHIP SUCH AS EMPLOYMENT, VENDOR-VENDEE, SERVICE PROVIDOR-SERVICE RECIPIENT, OR TORT.

Waiver of Class or Consolidated Actions.

YOU AND PINNACLE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER UNLESS YOU AND PINNACLE AGREE OTHERWISE. IN ANY PROCEEDING BETWEEN US, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.

If a court decides that applicable law precludes enforcement of any of the foregoing limitations as to a particular claim or a particular request for a remedy (such as a request for injunctive relief), then that claim or that remedy request (and only that claim or that remedy request) must be severed from the arbitration and may be brought in court, subject to you or our right to appeal the court’s decision and on the remaining terms set forth herein. All other claims remain subject to our agreement to arbitrate.

Arbitration Agreement

ANY DISPUTE OR CLAIM UNDER THESE TERMS, OUR PRIVACY POLICY, OR WITH RESPECT TO USE OF OUR WEBSITE WILL BE SETTLED BY BINDING ARBITRATION AND WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY; YOU AGREE THAT CLASS, CONSOLIDATED OR REPRESENTATIVE ARBITRATIONS AND CIVIL ACTIONS ARE NOT PERMITTED AND ANY RIGHTS TO BRING SUCH ACTIONS ARE WAIVED BY EACH PARTY.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

1. Applicability of Arbitration Agreement

You and Pinnacle agree that any dispute, claim, or controversy arising out of or relating to your use of the Website, these Terms, the Privacy Policy, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved through binding arbitration or in small claims court (to the extent the claim qualifies) instead of in courts of general jurisdiction, and only on an individual basis.

Binding arbitration is subject to very limited review. Only the arbitrator appointed pursuant to this agreement, and not any federal, state or local court will have the authority to resolve any dispute or claim relating to this section including, without limitation, regarding the scope, enforceability and arbitrability of these Terms. This arbitration provision will survive termination of these Terms.

Notwithstanding this agreement to arbitrate, either party may (i) bring an action on an individual basis in small claims court (to the extent the applicable claim qualifies); or (ii) bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent or Trademark Office to protect its Intellectual Property Rights.

2. Pre-Arbitration Dispute Resolution and Notification

The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. We will contact you at any email address you have provided to us, you can contact us at the email or mailing addresses contained at the outset for these Terms. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party at least twenty days prior to initiating the arbitration. Compliance with this provision is a precondition to initiating arbitration.

3. Arbitration Proceedings

The arbitration shall be before a single arbitrator and shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim. The arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All decisions by the arbitrator will be final and binding and judgment on the award rendered may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Information for how to initiate a claim and the Rules are available at https://www.jamsadr.com/.

Our Website is directed to and intended for use only by business customers and potential business customers. We do not offer or provide goods or services for personal, family, or household purposes and therefore you are not authorized to utilize our website as a “Consumer” as defined in section 1761 of the California Civil Code. By accepting these terms you agree that you are not a “Consumer” under the section 1761 or any comparable consumer protection law.

4. Location of Arbitration Proceedings

The arbitration hearings will take place in Bronx, New York, unless we agree to an alternate location in the United States mutually acceptable to both parties.

5. Costs of Arbitration

The arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.

Waiver of Jury Trial

YOU AND PINNACLE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Pinnacle are instead choosing to have claims and disputes related to these Terms, the Privacy Policy, and/or use of our Website resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Pinnacle over whether to vacate or enforce an arbitration award, YOU AND PINNACLE WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge, or to the extent our Arbitration Agreement is deemed not to apply.

Exclusive Venue

In any circumstances where the foregoing Arbitration Agreement permits either you or Pinnacle to litigate any dispute arising out of or relating to the subject matter of these Terms, our Privacy Policy, or use of our Website in court, then the Arbitration Agreement will not apply to either party, and both you and Pinnacle agree that any judicial proceeding will be brought in the state or federal courts located in Bronx County, New York or the federal district in which that county falls. For any actions not subject to arbitration, you and Pinnacle agree to submit to the personal jurisdiction of these courts.

Severability & Survival

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then the Arbitration Agreement section will be null and void.
This Dispute Resolution section and the Arbitration Agreement contained herein will survive the termination of your relationship with Pinnacle.

Choice of Law

These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.

14. Disclaimer of Warranties, Limitation of Liability, Release and Indemnification

As used in this section the “Pinnacle Parties” means Pinnacle and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, managers, employees, consultants, attorneys, contractors, representatives and agents, and each of their respective successors and assigns.

Exclusions

Some jurisdictions do not allow the exclusion or disclaimer of certain warranties or the limitation or exclusion of certain types of damages, so such disclaimers and exclusions may not apply to you.

Warranty Disclaimer

The Pinnacle Parties make no representations or warranties concerning the Website, and the Pinnacle Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Website or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to the Website.

THE WEBSITE AND CONTENT ARE PROVIDED BY THE PINNACLE PARTIES ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE.

Limitation of Liability

In addition, to the extent permitted by applicable law, the Pinnacle Parties are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:

• the Content you provide (directly or indirectly) using the Website;
• your use of or your inability to use the Website;
• viruses or other malicious software obtained by accessing or linking to the Website;
• glitches, bugs, errors, or inaccuracies of any kind in the Website;
• damage to your hardware device from the use of the Website;
• the Content, actions, or inactions of other Users or third parties.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE PINNACLE PARTIES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS, (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (D) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE WEBSITE, OR (E) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE FOREGOING IS LIMITED TO MATTERS ARISING UNDER THESE TERMS, THE PRIVACY POLICY, AND USE OF OUR WEBSITE.

Indemnification of Pinnacle Parties

You agree to indemnify and hold the Pinnacle Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Website, and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for you, if any, provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder.

15. Entire Agreement; Assignment; Modifications to the Website and these Terms

Modifications to the Website

We reserve the right to change, modify, or remove the contents of the Website or any Content at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Website. We also reserve the right to modify or discontinue all or part of the Website without notice at any time. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Website. We cannot guarantee the Website will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Website, resulting in interruptions, delays, or errors. Nothing in these Terms will be construed to obligate us to maintain and support the Website or to supply any corrections, updates, or releases in connection therewith.

No Assignment

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, in any way (by operation of law or otherwise) without Pinnacle’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent, except as limited by our Privacy Policy.

Modification of these Terms

Pinnacle may need to change or supplement these Terms from time to time and will alert you to changes by placing a notice on our Website. We do not require account registration nor generally collect email addresses so this will be the only form of notice we can provide to Users. If you use the Website after any changes to these Terms have been posted, that means you agree to all of the changes. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Website. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us. If any of the terms or conditions set forth in these Terms or any amendment shall be deemed invalid, void, or for any reason unenforceable, that term or condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

Severability

If any provision of these Terms are found to be unenforceable or invalid, generally or to a particular User, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.

No Third Party Beneficiaries

Except as expressly set forth in the sections above regarding the Arbitration Agreement, you and Pinnacle agree there are no third-party beneficiaries intended under these Terms.

Entire Agreement Related to Website

You and Pinnacle agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Pinnacle regarding your use of the Website, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms (use of our Website and related privacy matters and electronic communications). For the avoidance of doubt, these Terms are separate and apart from any agreement for the actual provision of products or services by Pinnacle to you as a customer, or your provision of services or products to Pinnacle as a vendor, contractor, or employee.