PairDown Terms of Service

Thank you for using PairDown! We're happy you're here. Please read this Terms of Service agreement carefully before accessing or using PairDown. Because it is such an important contract between us and our users, we have tried to make it as clear as possible. For your convenience, we have presented these terms in a short non-binding summary followed by the full legal terms.

Summary

The PairDown Terms of Service

Effective date: March 03, 2023

Definitions

Short version: We use these basic terms throughout the agreement, and they have specific meanings. You should know what we mean when we use each of the terms. There's not going to be a test on it, but it's still useful information.

1. An "Account" represents your legal relationship with PairDown. A "Personal Account" represents an individual User's authorization to log in to and use the Service and serves as a User's identity on PairDown. "Organizations" are shared workspaces that may be associated with a single entity or with one or more Users where multiple Users can collaborate across many projects at once. A Personal Account can be a member of any number of Organizations.
2. The "Agreement" refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the "Terms of Service" or the "Terms") and all other operating rules, policies (including the PairDown Privacy Statement, available at pairdown.app/privacy and procedures that we may publish from time to time on the Website.
3. "Content" refers to content featured or displayed through the Website, including without limitation code, text, data, articles, images, photographs, graphics, software, applications, packages, designs, features, and other materials that are available on the Website or otherwise available through the Service. "Content" also includes Services. "User-Generated Content" is Content, written or otherwise, created or uploaded by our Users. "Your Content" is Content that you create or own.
4. "PairDown," "We," and "Us" refer to PairDown, Inc., as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
5. The "Service" refers to the applications, software, products, and services provided by PairDown, including any Beta Previews.
6. "The User," "You," and "Your" refer to the individual person, company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the Account; or that directs the use of the Account in the performance of its functions. A User must be at least 13 years of age.
7. The "Website" refers to PairDown's website located at pairdown.app, and all content, services, and products provided by PairDown at or through the Website. It also refers to PairDown-owned subdomains of pairdown.app. Occasionally, websites owned by PairDown may provide different or additional terms of service. If those additional terms conflict with this Agreement, the more specific terms apply to the relevant page or service.

Account Terms

Short version: Personal Accounts and Organizations have different administrative controls; a human must create your Account; you must be 13 or over; you must provide a valid email address; and you may not have more than one free Account. You alone are responsible for your Account and anything that happens while you are signed in to or using your Account. You are responsible for keeping your Account secure.

1. Account Controls

Subject to these Terms, you retain ultimate administrative control over your Personal Account and the Content within it.

2. Required Information

You must provide a valid email address in order to complete the signup process. Any other information requested, such as your real name, is optional, unless you are accepting these terms on behalf of a legal entity (in which case we need more information about the legal entity) or if you opt for a paid Account, in which case additional information will be necessary for billing purposes.

3. Account Requirements

We have a few simple rules for Personal Accounts on PairDown's Service.

• You must be a human to create an Account. Accounts registered by "bots" or other automated methods are not permitted. We do permit machine accounts:
• A machine account is an Account set up by an individual human who accepts the Terms on behalf of the Account, provides a valid email address, and is responsible for its actions. A machine account is used exclusively for performing automated tasks. Multiple users may direct the actions of a machine account, but the owner of the Account is ultimately responsible for the machine's actions. You may maintain no more than one free machine account in addition to your free Personal Account.
• One person or legal entity may maintain no more than one free Account (if you choose to control a machine account as well, that's fine, but it can only be used for running a machine).
• You must be age 13 or older. While we are thrilled to see brilliant young coders get excited by learning to program, we must comply with United States law. PairDown does not target our Service to children under 13, and we do not permit any Users under 13 on our Service. If we learn of any User under the age of 13, we will terminate that User's Account immediately. If you are a resident of a country outside the United States, your country's minimum age may be older; in such a case, you are responsible for complying with your country's laws.
• Your login may only be used by one person — i.e., a single login may not be shared by multiple people. A paid Organization may only provide access to as many Personal Accounts as your subscription allows.
• You may not use PairDown in violation of export control or sanctions laws of the United States or any other applicable jurisdiction. You may not use PairDown if you are or are working on behalf of a Specially Designated National (SDN) or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency. PairDown may allow persons in certain sanctioned countries or territories to access certain PairDown services pursuant to U.S. government authorizations. For more information, please see our Export Controls policy.

4. Account Security

You are responsible for keeping your Account secure while you use our Service. We offer tools such as two-factor authentication to help you maintain your Account's security, but the content of your Account and its security are up to you.

• You are responsible for all content posted and activity that occurs under your Account (even when content is posted by others who have Accounts under your Account).
• You are responsible for maintaining the security of your Account and password. PairDown cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
• You will promptly notify PairDown if you become aware of any unauthorized use of, or access to, our Service through your Account, including any unauthorized use of your password or Account.

5. Additional Terms

In some situations, third parties' terms may apply to your use of PairDown. For example, you may be a member of an organization on PairDown with its own terms or license agreements; you may download an application that integrates with PairDown; or you may use PairDown to authenticate to another service. Please be aware that while these Terms are our full agreement with you, other parties' terms govern their relationships with you.

Acceptable Use

Short version: While using the service, you must follow the terms of this section, which include some restrictions on content you can post, conduct on the service, and other limitations. In short, be excellent to each other.

Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control or sanctions laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations.

User-Generated Content

Short version: You own content you create, but you allow us certain rights to it, so that we can display and share the content you post. You still have control over your content, and responsibility for it, and the rights you grant us are limited to those we need to provide the service. We have the right to remove content or close Accounts if we need to.

1. Responsibility for User-Generated Content

You may create or upload User-Generated Content while using the Service. You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.

2. PairDown May Remove Content

We have the right to refuse or remove any User-Generated Content that, in our sole discretion, violates any laws or PairDown terms or policies. User-Generated Content displayed on PairDown Mobile may be subject to mobile app stores' additional terms.

3. Ownership of Content, Right to Post, and License Grants

You retain ownership of and responsibility for Your Content. If you're posting anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Content you post; that you will only submit Content that you have the right to post; and that you will fully comply with any third party licenses relating to Content you post.

Because you retain ownership of and responsibility for Your Content, we need you to grant us — and other PairDown Users — certain legal permissions, listed in Sections License Grant to Us, License Grant to Other Users, Moral Rights. These license grants apply to Your Content. If you upload Content that already comes with a license granting PairDown the permissions we need to run our Service, no additional license is required. You understand that you will not receive any payment for any of the rights granted in Sections License Grant to Us, License Grant to Other Users, Moral Rights. The licenses you grant to us will end when you remove Your Content from our servers, unless other Users have forked it.

4. License Grant to Us

We need the legal right to do things like host Your Content, publish it, and share it. You grant us and our legal successors the right to store, archive, parse, and display Your Content, and make incidental copies, as necessary to provide the Service, including improving the Service over time. This license includes the right to do things like copy it to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users; and perform it, in case Your Content is something like music or video.

This license does not grant PairDown the right to sell Your Content. It also does not grant PairDown the right to otherwise distribute or use Your Content outside of our provision of the Service, except that as part of the right to archive Your Content.

5. License Grant to Other Users

Any User-Generated Content you post publicly may be viewed by others.

If you set your competitions/brackets to be viewed publicly, you grant each User of PairDown a nonexclusive, worldwide license to use, display, and perform Your Content through the PairDown Service and to reproduce Your Content solely on PairDown as permitted through PairDown's functionality (for example, through forking). You may grant further rights if you adopt a license. If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other PairDown Users.

6. Moral Rights

You retain all moral rights to Your Content that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in Section License Grant to Us, but not otherwise.

To the extent this agreement is not enforceable by applicable law, you grant PairDown the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Website and provide the Service.

Private Competitions

Short version: We treat the content of private competitions as confidential, and we only access it as described in our Privacy Statement—for security purposes, to assist the competition owner with a support matter, to maintain the integrity of the Service, to comply with our legal obligations, if we have reason to believe the contents are in violation of the law, or with your consent.

1. Control of Private competitions Some Accounts may have private competitions, which allow the User to control access to Content.

2. Confidentiality of Private competitions PairDown considers the contents of private competitions to be confidential to you. PairDown will protect the contents of private competitions from unauthorized use, access, or disclosure in the same manner that we would use to protect our own confidential information of a similar nature and in no event with less than a reasonable degree of care.

3. Access PairDown personnel may only access the content of your private competitions in the situations described in our Privacy Statement.

You may choose to enable additional access to your private competitions. For example:

You may enable various PairDown services or features that require additional rights to Your Content in private competitions. These rights may vary depending on the service or feature, but PairDown will continue to treat your private competition Content as confidential. If those services or features require rights in addition to those we need to provide the PairDown Service, we will provide an explanation of those rights. Additionally, we may be compelled by law to disclose the contents of your private competitions.

PairDown will provide notice regarding our access to private competition content, unless for legal disclosure, to comply with our legal obligations, or where otherwise bound by requirements under law, for automated scanning, or if in response to a security threat or other risk to security.

Intellectual Property Notice

Short version: We own the service and all of our content. In order for you to use our content, we give you certain rights to it, but you may only use our content in the way we have allowed.

1. PairDown's Rights to Content

PairDown and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to the Website and Service. We reserve all rights that are not expressly granted to you under this Agreement or by law. The look and feel of the Website and Service is copyright © PairDown, Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from PairDown.

2. PairDown Trademarks and Logos

If you'd like to use PairDown's trademarks, you must follow all of our trademark guidelines.

3. License to PairDown Policies

This Agreement is licensed under this Creative Commons Zero license.

Payment

Short version: You are responsible for any fees associated with your use of PairDown. We are responsible for communicating those fees to you clearly and accurately, and letting you know well in advance if those prices change.

1. Pricing

Our pricing and payment terms are available at pairdown.app/pricing. If you agree to a subscription price, that will remain your price for the duration of the payment term; however, prices are subject to change at the end of a payment term.

2. Upgrades, Downgrades, and Changes

We will immediately bill you when you upgrade from the free plan to any paying plan. If you change from a monthly billing plan to a yearly billing plan, PairDown will bill you for a full year at the next monthly billing date. If you upgrade to a higher level of service, we will bill you for the upgraded plan immediately. You may change your level of service at any time by choosing a plan option or going into your Billing settings. If you choose to downgrade your Account, you may lose access to Content, features, or capacity of your Account. Please see our section on Cancellation for information on getting a copy of that Content.

3. Billing Schedule; No Refunds

Payment Based on Plan For monthly or yearly payment plans, the Service is billed in advance on a monthly or yearly basis respectively and is non-refundable. There will be no refunds or credits for partial months of service, downgrade refunds, or refunds for months unused with an open Account; however, the service will remain active for the length of the paid billing period. In order to treat everyone equally, no exceptions will be made.

Payment Based on Usage Some Service features are billed based on your usage. A limited quantity of these Service features may be included in your plan for a limited term without additional charge. If you choose to purchase paid Service features beyond the quantity included in your plan, you pay for those Service features based on your actual usage in the preceding month. Monthly payment for these purchases will be charged on a periodic basis in arrears. See PairDown Additional Product Terms for Details.

Invoicing For invoiced Users, User agrees to pay the fees in full, up front without deduction or setoff of any kind, in U.S. Dollars. User must pay the fees within thirty (30) days of the PairDown invoice date. Amounts payable under this Agreement are non-refundable, except as otherwise provided in this Agreement. If User fails to pay any fees on time, PairDown reserves the right, in addition to taking any other action at law or equity, to (i) charge interest on past due amounts at 1.0% per month or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery, and (ii) terminate the applicable order form. User is solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on PairDown's net income) that are imposed or become due in connection with this Agreement.

4. Authorization

By agreeing to these Terms, you are giving us permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize for PairDown.

5. Responsibility for Payment

You are responsible for all fees, including taxes, associated with your use of the Service. By using the Service, you agree to pay PairDown any charge incurred in connection with your use of the Service. If you dispute the matter, contact PairDown Support. You are responsible for providing us with a valid means of payment for paid Accounts. Free Accounts are not required to provide payment information.

Cancellation and Termination

Short version: You may close your Account at any time. If you do, we'll treat your information responsibly.

1. Account Cancellation

It is your responsibility to properly cancel your Account with PairDown. You can cancel your Account at any time by going into your Settings in the global navigation bar at the top of the screen. The Account screen provides a simple, no questions asked cancellation link. We are not able to cancel Accounts in response to an email or phone request.

2. Upon Cancellation

We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile and the Content of your competitions within 90 days of cancellation or termination (though some information may remain in encrypted backups). This information can not be recovered once your Account is canceled.

Upon request, we will make a reasonable effort to provide an Account owner with a copy of your lawful, non-infringing Account contents after Account cancellation, termination, or downgrade. You must make this request within 90 days of cancellation, termination, or downgrade.

3. PairDown May Terminate

PairDown has the right to suspend or terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. PairDown reserves the right to refuse service to anyone for any reason at any time.

4. Survival

All provisions of this Agreement which, by their nature, should survive termination will survive termination — including, without limitation: ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Communications with PairDown

Short version: We use email and other electronic means to stay in touch with our users.

1. Electronic Communication Required

For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.

2. Legal Notice to PairDown Must Be in Writing

Communications made through email or PairDown Support's messaging system will not constitute legal notice to PairDown or any of its officers, employees, agents or representatives in any situation where notice to PairDown is required by contract or any law or regulation. Legal notice to PairDown must be in writing and served on PairDown's legal agent.

3. No Phone Support

PairDown only offers support via email, in-Service communications, and electronic messages. We do not offer telephone support.

Disclaimer of Warranties

Short version: We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.

PairDown provides the Website and the Service "as is" and "as available," without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

PairDown does not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Service.

Limitation of Liability

Short version: We will not be liable for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement. Please read this section carefully; it limits our obligations to you.

You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from

• the use, disclosure, or display of your User-Generated Content;
• your use or inability to use the Service;
• any modification, price change, suspension or discontinuance of the Service;
• the Service generally or the software or systems that make the Service available;
• unauthorized access to or alterations of your transmissions or data;
• statements or conduct of any third party on the Service;
• any other user interactions that you input or receive through your use of the Service; or
• any other matter relating to the Service. Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.

Release and Indemnification

Short version: You are responsible for your use of the service. If you harm someone else or get into a dispute with someone else, we will not be involved.

If you have a dispute with one or more Users, you agree to release PairDown from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys' fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement, provided that PairDown (1) promptly gives you written notice of the claim, demand, suit or proceeding; (2) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases PairDown of all liability); and (3) provides to you all reasonable assistance, at your expense.

Changes to These Terms

Short version: We want our users to be informed of important changes to our terms, but some changes aren't that important — we don't want to bother you every time we fix a typo. So while we may modify this agreement at any time, we will notify users of any material changes and give you time to adjust to them.

We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to this Agreement, such as price increases, at least 30 days prior to the change taking effect by posting a notice on our Website or sending email to the primary email address specified in your PairDown account. Customer's continued use of the Service after those 30 days constitutes agreement to those revisions of this Agreement. For any other modifications, your continued use of the Website constitutes agreement to our revisions of these Terms of Service.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.

Miscellaneous

1. Governing Law

Except to the extent applicable law provides otherwise, this Agreement between you and PairDown and any access to or use of the Website or the Service are governed by the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions. You and PairDown agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of San Francisco, California.

2. Non-Assignability

PairDown may assign or delegate these Terms of Service and/or the PairDown Privacy Statement, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in Section License Grant to Us. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Statement without our prior written consent, and any unauthorized assignment and delegation by you is void.

3. Section Headings and Summaries

Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

4. Severability, No Waiver, and Survival

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties' original intent. The remaining portions will remain in full force and effect. Any failure on the part of PairDown to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

5. Amendments; Complete Agreement

This Agreement may only be modified by a written amendment signed by an authorized representative of PairDown, or by the posting by PairDown of a revised version in accordance with Section Changes to These Terms. These Terms of Service, together with the PairDown Privacy Statement, represent the complete and exclusive statement of the agreement between you and us. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and PairDown relating to the subject matter of these terms including any confidentiality or nondisclosure agreements.