Terms of Service

July 30th, 2018

Welcome to Pioneer.

Thanks for your interest in Pioneer (“Pioneer”, “we,” or “us”), our website at https://pioneer.app and any subdomains related thereto (our “Site”). These Terms of Service are a legally binding contract between you and Pioneer, and govern your use of the Site, products and services provided by us (collectively, the “Services”). The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Pioneer’s Privacy Policy) and procedures that may be published from time to time on the Site by Pioneer (collectively, the “Agreement”).

By accessing or using any part of the Services, you agree to become bound by this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access or use the Services.

I. Overview

This Agreement provides a general description of the Services that Pioneer may provide to you, including {those that allow you to take tests or questionnaires, to use the Pioneer forums, and to vote or provide comments on the potential for other users (“Members”) of the Services}.

II. Accounts

You must create an account with Pioneer to access certain Services. You agree to provide us with accurate, complete, and up-to-date registration information about yourself. To create an account, you must provide a valid email address, and select a username and password. You may not select as your username a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account. You may not transfer your account to anyone else without our prior written permission.

You may not use the Services if you are under 16 years of age. You represent and warrant that you are an individual of legal age to form a binding contract, or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf.

If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

III. Content

If you create an account, upload material to the Services, share material using the Services, or otherwise make (or allow any third party to make) material available by means of the Services (any such material, “Content”), you are entirely responsible for the content of, and any harm resulting from, that Content. By making Content available, you represent and warrant that use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party. Pioneer is not responsible for your Content or for its use or effects.

IV. Proprietary rights

Pioneer does not claim ownership over any Content you upload to the Services. All Content you create or upload using the Services is yours, but you understand that your Content may be viewable by other Members (e.g., as part of the leaderboard or Pioneer forums). You hereby grant Pioneer a license to translate, modify (for technical purposes, for example making sure your content is viewable on a mobile phone as well as a computer) and reproduce and otherwise act with respect to such Content, in each case to enable us to operate the Services.

As between the parties, you agree that Pioneer owns the intellectual property rights to the Services and any software connected with the Services along with any protectable components of the Services. This Agreement does not transfer from Pioneer to you any Pioneer or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Pioneer. You agree not to duplicate, modify, copy, rent, lease, loan, adapt, reproduce, resell, or create derivative works based on any component of the Services without express written permission by Pioneer.

This Agreement does not transfer to you the right or license to reproduce or otherwise use trademarks, service marks, graphics, domain names, or logos associated with Pioneer, https://pioneer.app, Pioneer’s brand, or the Services. Other trademarks, service marks, graphics and logos used in connection with the Services may be the trademarks of other third parties. Your use of the Services grants you no right or license to reproduce or otherwise use these third-party trademarks.

You may choose to or we may invite you to submit comments or ideas about improvements to the Services, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that Pioneer has no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.

V. Changes

Pioneer reserves the right, at its sole discretion, to modify or replace any part of this Agreement on a prospective basis. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. In the event that a change to this Agreement materially modifies your rights or obligations, we will make reasonable efforts to notify you of such change and we may require you to provide consent by accepting the changed terms of the Agreement. If we require your acceptance, changes are effective only after your acceptance. Pioneer may also, in the future, offer new products, services and/or features through the Services. Such new products, services, and/or features shall be subject to the terms and conditions of this Agreement.

VI. Termination

Pioneer may terminate your access to all or any part of the Services, including but not limited to any Content within the Services, at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Pioneer account (if you have one), you may simply discontinue using the Services. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

VII. Representations and warranties

By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) you are at least 16 years of age; (c) any information you provide us about you (e.g., educational and work history, businesses you founded or participated in, hobbies, and any other information you may volunteer as part of the Pioneer questionnaire) is accurate and complete; (d) your use of the Services will be in strict accordance with the Pioneer Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside); (e) your use of the Services will not infringe or misappropriate the intellectual property rights of any third party; and (f) you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services.

VIII. No warranties

The Services are provided “as is” and “as available.” Pioneer and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Pioneer nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. You understand that you obtain content or services through the Services at your own discretion and risk. THE SERVICES AND CONTENT ARE PROVIDED BY Pioneer (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR 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 SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IX. Limitation of liability

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 Pioneer (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU Pioneer IN CONNECTION WITH THE Services IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

X. Indemnification

To the fullest extent allowed by applicable law, you agree to indemnify and hold Pioneer, its affiliates, officers, agents, employees, and partners 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 third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of this Agreement. 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 your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

XI. Choice of law; arbitration

This Agreement is governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. Any arbitration under this Agreement will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND Pioneer ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

XII. Consent to electronic communications

By registering for a Pioneer account, you agree that such registration constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from Pioneer, including those required by law. You also agree that your electronic consent will have the same legal effect as a physical signature. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

XIII. Miscellaneous

This Agreement constitutes the entire agreement between you and Pioneer concerning your use of the Services and may only be modified by a written amendment signed by an authorized executive of Pioneer, or by the posting by Pioneer of a revised version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Pioneer may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

XIV. How to contact us

Please contact us with any questions or comments about this Agreement by email at legal@pioneer.app.