Effective date: June 8, 2020
Welcome to Pilot. Please read on to learn the rules and restrictions that govern your use of our Pilot Quality Check (”QC”) diagnostic or evaluative products, services and applications and related Pilot website(s) (collectively, the “QC Services”). Please note that the rules and restrictions that govern your use of Pilot’s other products, services and applications, which for the sake of clarity includes without limitation any consulting or other professional services requested by an existing Pilot customer in relation to such customer’s use of the QC Services, may be found in the Pilot Terms of Service.
Address: Pilot.com, Inc., PO Box 7775 #86889, San Francisco, California 94120-7775
Please read these Terms carefully. They cover important information about QC Services provided to you. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR QC SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE QC SERVICES IN ANY MANNER.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
We are constantly trying to improve our QC Services, so these Terms may need to change along with our QC Services. We reserve the right to change the Terms at any time and we may make nonmaterial changes to these terms at any time without notice, but we will provide advance notice of any material changes to them and we will place a notice on our site located at pilot.com/quality-check/terms, send you an email, and/or notify you by some other means.
If you do not agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the QC Services. If you use the QC Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
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.
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 (13). We do not knowingly collect or solicit personally identifiable information from children under thirteen (13); if you are a child under thirteen (13), please do not attempt to register for or otherwise use the QC Services or send us any personal information. If we learn we have collected personal information from a child under thirteen (13), we will delete that information as quickly as possible. If you believe that a child under thirteen (13) may have provided us personal information, please contact us at email@example.com.
The QC Services can automatically transfer data from Quickbooks Online™. When you provide us with login credentials to your Quickbooks Online™ (for example, an account name or number, password, answers to security questions (collectively, the “Login Credentials”)), you both (a) give us permission, and a limited power of attorney, to use them to login to Quickbooks Online™ and access your account to provide the QC Services to you; and (b) represent to us that you have the authority to give us this permission. Pilot will maintain Login Credentials in encrypted form, and we will only use them as described in these Terms to provide the QC Services to you.
In addition, you may be required to sign up for an account, select a password and user name (“Pilot User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Pilot User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
You represent and warrant that you are an individual of legal age to form a binding contract. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
You will only use the QC Services for your own internal use, and not on behalf of or for the benefit of any other third party, and only in a manner that complies with all laws that apply to you. If your use of the QC Services is prohibited by applicable laws, then you are not authorized to use the QC Services. We cannot and will not be responsible for your using the QC Services in a way that breaks the law. You will not share your Pilot User ID, account or password with anyone, and you must protect the security of your Pilot User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your Pilot User ID and account.
You will not share your Pilot User ID, account or password with anyone, and you must protect the security of your Pilot User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your Pilot User ID and account.
As part of the QC Services, you may receive communications through the QC Services, including messages that Pilot sends you (for example, via email).
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 QC Services or interact with the QC Services in a manner that:
(a) infringes or violates the intellectual property rights or any other rights of anyone else (including Pilot);
(b) violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Pilot;
(c) is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
(d) jeopardizes the security of your Pilot User ID, account or anyone else’s (such as allowing someone else to log in to the QC Services as you);
(e) attempts, in any manner, to obtain the password, account, or other security information from any other user;
(f) violates the security of any computer network, or cracks any passwords or security encryption codes;
(g) runs Maillist, Listserv, any form of auto-responder or “spam” on the QC Services, or any processes that run or are activated while you are not logged into the QC Services, or that otherwise interfere with the proper working of the QC Services (including by placing an unreasonable load on the QC Services’ infrastructure);
(h) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the QC Services or Content (through use of manual or automated means);
(i) copies or stores any significant portion of the Content; or
(j) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the QC Services.
A violation of any of the foregoing is grounds for termination of your right to use or access the QC Services.
The materials displayed or performed or available on or through the QC Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the QC Services, and you will 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 (including Pilot's) rights.
Subject to these Terms, we grant each user of the QC Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the QC Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the QC Services is expressly prohibited without prior written permission from us. You understand that Pilot owns the QC Services. You will not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the QC Services. The QC Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.
You access all information and Content publicly posted or privately transmitted through the QC Services, including without limitation any reports or other results generated through your use of the QC Services, at your own risk, and we are 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. We cannot control and have no duty to take any action regarding how you may interpret and use such information and Content or what actions you may take as a result of having been exposed to such information and Content, and you hereby release us from all liability for you having acquired or not acquired such information and Content through the QC Services.
You are responsible for all Content you contribute or otherwise upload or provide, in any manner, to the QC Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute, upload or provide it.
The QC Services may contain links or connections to third-party websites or QC Services that are not owned or controlled by Pilot. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Pilot is not responsible for such risks.
Your interactions with organizations and/or individuals found on or through the QC Services, and any other terms, conditions, warranties or representations associated with such interactions, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Pilot shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between users and any third party, you agree that Pilot is under no obligation to become involved. In the event that you have a dispute with one or more third parties, you release Pilot, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our QC Services. You shall, and hereby do, waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
We’re always trying to improve our QC Services, so they may change over time. We may suspend or discontinue any part of the QC Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the QC Services. We reserve the right to remove any Content from the QC Services at any time, for any reason (including, but not limited to, if someone alleges you contributed, uploaded or provided that Content in violation of these Terms), in our sole discretion, and without notice.
The QC Services are currently free, but we reserve the right to charge for certain or all QC Services in the future. We will notify you before any QC Services you are then using begin carrying a fee, and if you wish to continue using such QC Services, you must pay all applicable fees for such QC Services. Please note that if you request Pilot to provide any consulting or other professional services in relation to your use of the QC Services, such services may be subject to a fee and the performance of such services are governed by the terms and conditions set forth in the Pilot Terms of Service.
After your use of the QC Services has terminated or expired, you acknowledge and agree that Pilot has the right to maintain a copy of the Quality Report generated for you for a period of one (1) year following such termination or expiration. Pilot will maintain that copy for its records in the event you choose to engage Pilot to provide you with its other paid services, as set forth on Pilot’s website.
Pilot is also free to terminate (or suspend access to) your use of the QC Services or your account for any reason in our discretion, including your breach of these Terms. For the purpose of such termination right, Pilot has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.
If you have deleted your account by mistake, contact us immediately at firstname.lastname@example.org – we will try to help, but unfortunately, we cannot promise that we can recover or restore anything.
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 indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.
If you have questions or comments about these Terms, please contact us via:
a) Email: Support@pilot.com
b) Direct Mail: Pilot.com, Inc., PO Box 7775 #86889, San Francisco, California 94120-7775.
Confidential Information. All information that either party discloses to the other party under these Terms and which is either marked or identified as confidential, or which would be normally understood be confidential under the circumstances, is “Confidential Information.” The information that you have made available to Pilot through Pilot’s use of or access to your Quickbooks Online™ account under these Terms is your Confidential Information. Confidential Information shall not include any information that (a) is independently developed by the recipient, (b) is shared with the recipient by a third party without confidentiality obligations, or (c) becomes public through no fault of the recipient.
The recipient shall use the other party’s Confidential Information only to exercise its rights and fulfill its obligations under these Terms, such as Pilot providing you with the QC Services and Quality Report. The recipient shall use reasonable care to protect the other’s Confidential Information against unauthorized disclosure. Each party may disclose Confidential Information to its Affiliates, agents, employees or professional advisors (“Delegates”) who have a need to know such information for the purpose of exercising its rights or fulfilling its obligations under this Agreement, and who have a legal obligation to keep such information confidential. Recipient shall ensure that its Delegates are also subject to the same non-disclosure and use obligations. Upon your request, Pilot will execute a separate agreement reflecting these non-disclosure and confidentiality obligations for your records.
These Terms shall not prohibit a party from disclosing the other party’s Confidential Information (a) if such disclosure request is compelled or required under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process (“Legal Process”), (b) with the other party’s prior written consent, or (c) in connection with enforcing our rights under this Agreement with you. The recipient will use commercially reasonable efforts to notify the other party before disclosing that party’s Confidential Information in accordance with Legal Process, unless (a) giving notice is legally prohibited or (b) the Legal Process relates to exceptional circumstances involving danger of death or serious physical injury. The recipient will reasonably cooperate with the other party’s requests to seek legal protections or oppose disclosure of its Confidential Information.
These Terms incorporate by reference the Non-Disclosure Agreement provided to you at [https://www.pilot.com/nda]. At your request, Pilot will execute an additional copy of the Non-Disclosure Agreement for your records.
Warranty Disclaimer. Pilot and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Pilot and all such parties together, the “Pilot Parties”) make no representations or warranties concerning the QC Services, including without limitation regarding any Content contained in or accessed through the QC Services or regarding any reports or other results generated through your use of the QC Services, and the Pilot Parties will not be responsible or liable for the accuracy, compliance with applicable laws or regulations or other legal obligations, legality, or decency of material contained in or accessed through the QC Services or generated through use of QC Services or any claims, actions, suits, procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the QC Services. The Pilot Parties make no representations or warranties regarding suggestions or recommendations of QC Services or products, reports or other results offered or purchased through or in connection with the QC Services. The QC Services and any related communications with us (if any) are not a substitute for and do not include legal, tax, financial, or accounting advice. THE QC SERVICES AND CONTENT, INCLUDING WITHOUT LIMITATION ANY REPORTS OR OTHER RESULTS GENERATED THROUGH YOUR USE OF THE QC SERVICES, ARE PROVIDED BY PILOT (AND ITS LICENSORS AND SUPPLIERS) 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 QC 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.
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 ANY OF THE PILOT PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON 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 SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO PILOT IN CONNECTION WITH THE QC SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION ANY FAILURES CAUSED BY ACTS OF GOD, WAR, TERRORIST ACT, GOVERNMENT REGULATION, GOVERNMENTAL TRAVEL ADVISORIES OR RESTRICTIONS, OR OTHER GOVERNMENT ACTS, CURTAILMENT OF TRANSPORTATION FACILITIES, RIOTS, DISASTER, FIRE OR OTHER CASUALTY, EPIDEMIC, PANDEMIC, POWER INTERRUPTION OR FAILURE, OR STRIKES OR OTHER LABOR ACTION. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. You agree to indemnify and hold the Pilot 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 QC Services (including any actions taken by a third party using your account), and (b) your violation of these Terms.
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your QC Services account, in any way (by operation of law or otherwise) without Pilot’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
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 California, without regard to the conflicts of laws provisions thereof.
Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Pilot and limits the manner in which you can seek relief from Pilot. Both you and Pilot acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Pilot's officers, directors, 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.
(a) Arbitration Rules; Applicability of Arbitration Agreement. 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. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in San Francisco County, California. The arbitration will proceed in the English language, in accordance with the American Arbitration Association (AAA) Commercial Arbitration Rules (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of AAA arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
(b) Infringement. Furthermore, 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, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
(c) Waiver of Jury Trial. YOU AND PILOT WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Pilot are instead choosing to have claims and disputes 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 Pilot over whether to vacate or enforce an arbitration award, YOU AND PILOT WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.
(d) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Pilot is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (h) below.
(e) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: Pilot.com, Inc., PO Box 7775 #86889, San Francisco, California 94120-7775 postmarked within thirty (30) days of first accepting these Terms or by emailing email@example.com no later than 30 days after the first acceptance date of any version of this agreement containing an arbitration provision (unless a longer period is required by applicable law). An opt-out notice does not revoke any previous arbitration agreement between us.. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.
(f) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Pilot to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Pilot agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, San Francisco County, California, or the federal district in which that county falls.
(g) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Pilot.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the QC Services, provided that the Pilot may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, 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. You and Pilot agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Pilot regarding the subject matter of these Terms, 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. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Pilot, and you do not have any authority of any kind to bind Pilot in any respect whatsoever.
Except as expressly set forth in the section above regarding the arbitration agreement, you and Pilot agree there are no third-party beneficiaries intended under these Terms.