Terms & Conditions

Last updated: July 9, 2021

Welcome and thank you for using Mesh Intelligent Technologies, Inc.’s Pieces (“Pieces”, “we”)! Pieces enables creators to be more efficient and productive in managing their daily "work-in-progress" by allowing creators to save, find, and share the fragments of their work that they need. These Terms of Service (“Terms”), along with our DMCA Policy, Privacy Policy, and Acceptable Use Policy (collectively with Terms, the “Agreement”), cover your use of and access to our services, software, technology, and websites (“Services”). By using our Services, you’re agreeing to be bound by the terms of this Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY AS IT INCLUDES TERMS REGARDING PRIVACY, FUTURE CHANGES TO THE AGREEMENT, FEES, LIMITATIONS OF LIABILITY, INDEMNITY, RESOLUTION OF DISPUTES BY ARBITRATION INSTEAD OF IN COURT, AND WAIVER OF CLASS ACTIONS.

Your Content

When you use our Services, you save your code, files, data, content, and other information (“Your Content”) in our application. These Terms don’t give us any rights to Your Content except for the limited rights that enable us to provide you with the Services.

By using our Services, you give us your permission to access Your Content. As part of our Services, we offer features such as hosting Your Content in the cloud, backing it up, sharing it at your option, and enabling functions such as deleting, editing, searching, sorting, and organization. The permission you provide us extends to our legal successors, affiliates, and the trusted third parties with which we work. You grant us, our legal successors, affiliates, and trusted third parties a license to store, archive, parse, and display Your Content, and make incidental copies, as necessary to provide the Services, including for the purpose of improving the Services over time. The license also includes the right to display Your Content, share Your Content with other users at your request, and, if you choose to sync Your Content, copy Your Content to our database and make backups and parse Your Content into a search index or otherwise analyze Your Content on our servers.

You are solely responsible for the content of, and for any harm resulting from, Your Content or any other content that you save, link to, or otherwise make available via the Services. We are not responsible for the content our users post and share via the Services, and we are not responsible for any misuse of Your Content. We have the right to refuse or remove any of Your Content that, in our sole discretion, violates any laws or this Agreement.

Your Use of the Services

Your use of our Services must comply with this Agreement, and Pieces may review your conduct, Your Content, and any other interaction with the Services for compliance with this Agreement.

Certain content available via the Services may be protected by others’ intellectual property rights. You may not copy, upload, download, or share content from the Services unless you have the right to do so.

You are responsible for safeguarding your login and password for the Services and keeping your Pieces account information up to date. Do not share your account credentials or give others access to your Pieces account. You are responsible for all content posted via, and activity that occurs under, your Pieces account.

You may use our Services only as permitted by applicable law. Your use of the Services must not violate any applicable laws, copyright or trademark laws, export control or sanctions laws, or other laws in your jurisdiction. To use our Services, you must be at least 13 years old. If you are a resident of a country outside the United States, your country’s minimum age may be older; in such case, you are responsible for complying with your country’s laws.

Software

Our Services may allow you to download software (“Software”) which may update automatically. Subject to your compliance with this Agreement, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely in connection with the Services. To the extent any component of the Software may be offered under an open-source license, the provisions of that license may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.

Beta Services

We may release products and features that we’re still testing and evaluating (“Beta Services”). Beta Services are labeled “alpha,” “beta,” “preview,” “early access,” or “evaluation” (or with words or phrases with similar meanings). Beta Services may not be as reliable as Pieces’s other services and may be changed at any time without notice. By using our Beta Services, you agree that we may contact you to collect your feedback.

Beta Services are used at your own risk. If you do not agree to the Terms in this section, please do not use our Beta Services.

Copyright

The Services are protected by copyright, trademark, and other U.S. and foreign laws. This Agreement does not grant you any right, title, or interest in the Services, any related technology including related data object structures, architectures, and models, others’ content in the Services, or Pieces’s trademarks, logos, and other brand features. We welcome feedback, comments, ideas, and suggestions, but please note that these may be used without any obligation to you, and all feedback, comments, ideas, and suggestions related to the Services, or any of Pieces’s other products or services, shall be owned by Pieces.

We require that you respect the intellectual property rights of third parties. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported using our DMCA Policy. We reserve the right to delete or disable content alleged to be infringing, and to terminate accounts of repeat infringers. Our designated agent for notice of alleged copyright infringement for the Services is:

Paid Accounts

You may add paid features to your Pieces account (resulting in a “Paid Account”). We’ll automatically bill you from the date you convert to a Paid Account and on each periodic renewal until cancellation of your Paid Account. If you’re on an annual payment plan, we’ll email you a reminder that your plan will renew within a reasonable time prior to the renewal date. If you do not timely pay for your Paid Account, we reserve the right to suspend it or remove Paid Account features. Pieces may change the fees in effect on Paid Accounts at any time in our sole discretion but will give you reasonable advance notice of these changes via email. You’re responsible for all applicable taxes on Paid Accounts.

Your Paid Account will remain in effect until it's cancelled or terminated under this Agreement. You may cancel your Pieces Paid Account any time. Refunds are only issued if required by law or as specifically stated in this Agreement.

Termination

You’re free to stop using our Services at any time. We have the right to suspend or terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately. Pieces reserves the right to refuse service to anyone for any reason at any time.

We also reserve the right to terminate your account if you have not been active for a certain period of time or if your Paid Account lapses. We commit to giving you reasonable notice.

In the event that your account is terminated by us or you, we may delete your account, including any content or data you have provided via the Services. Note that deletion may occur when you are using Pieces in offline mode. Pieces is not responsible for any loss of Your Content or any other content or data you provide via the Services.

Discontinuation of Services

In the event that we decide to discontinue the Services, we will attempt to give you reasonable prior notice.

Disclaimer of Warranties

Pieces does not make any promises or guarantees about our Services. TO THE FULLEST EXTENT PERMITTED BY LAW, PIECES AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES, AND DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SERVICES ARE PROVIDED "AS IS." PIECES DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

Limitation of Liability

IN COUNTRIES WHERE THE EXCLUSIONS OR LIMITATIONS OF LIABILITY BELOW ARE NOT PERMITTED BY LAW, PIECES IS RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR PIECES’S BREACH OF OUR AGREEMENT WITH YOU. THIS SECTION DOES NOT AFFECT CONSUMER RIGHTS THAT CAN'T BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.

IN COUNTRIES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE PERMITTED BY LAW, PIECES, ITS AFFILIATES, SUPPLIERS, OR DISTRIBUTORS WILL NOT BE RESPONSIBLE OR LIABLE FOR (i) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, (ii) ANY LOSS OF USE, CONTENT, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY, OR (iii) THE CONDUCT OR CONTENT OF ANY USER OF THE SERVICES. PIECES, ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY.

THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT PIECES OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.

OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW, WE LIMIT OUR LIABILITY TO YOU TO THE GREATER OF $20.00 USD OR 100% OF ANY AMOUNT OF FEES YOU HAVE PAID UNDER YOUR CURRENT PLAN WITH PIECES.

Indemnification

To the fullest extent permitted by law, you agree to release, indemnify, and hold Pieces and its affiliates and subsidiaries, and its respective officers, employees, directors, and agents harmless from any from any and all losses, damages, expenses, including costs and reasonable attorneys’ fees, rights, claims, and actions of any kind and injury (including death) arising out of or relating to your use of the Services, your connection to the Services, your violation of this Agreement or your violation of any rights of another. Pieces reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Pieces in asserting any available defenses.

Resolving Disputes

Informal Resolution. Before filing a legal claim against Pieces, you agree to try to resolve the dispute informally by contacting support@pieces.app. If a dispute is not resolved within 15 days of submission, you may bring a formal claim.

Judicial Forum for Disputes. Except to the extent applicable law provides otherwise, you and Pieces agree that any judicial proceeding to resolve claims relating to this Agreement or the Services will be brought in the federal or state courts of Ohio, subject to the mandatory arbitration provisions below. Both you and Pieces consent to venue and personal jurisdiction in such courts.

PLEASE READ THE FOLLOWING SECTIONS CAREFULLY! THEY MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.

U.S. RESIDENTS AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

Agreement to Arbitrate. You and Pieces agree to resolve any claims relating to the Agreement or the Services through final and binding arbitration by a single arbitrator, except as set forth below. This includes disputes arising out of or relating to interpretation or application of this section, including its enforceability, revocability, or validity.

Arbitration Procedures. Arbitration is a less formal procedure than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. The American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. AAA’s rules are available at www.adr.org. The arbitration will be held in the United States county where you live or work, Ohio, or another mutually agreed-upon location.

Arbitration Costs. The AAA rules will govern payment of all arbitration fees. Pieces will pay all arbitration fees for individual arbitration for claims less than $10,000 unless the arbitrator determines that the claim is frivolous. Pieces will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that the claim is frivolous.

Opt-Out Procedure. YOU CAN REJECT THIS AGREEMENT TO ARBITRATE (“OPT-OUT”) BY EMAILING US AT SUPPORT@PIECES.APP WITHIN 30 DAYS OF FIRST REGISTERING YOUR ACCOUNT AND PROVIDING US WITH YOUR NAME, EMAIL ADDRESS, AND A CLEAR STATEMENT SHOWING YOUR INTENT TO OPT OUT OF THE ARBITRATION AGREEMENT. HOWEVER, IF YOU AGREED TO A PREVIOUS VERSION OF THESE TERMS THAT ALLOWED YOU TO OPT OUT OF ARBITRATION, YOUR PREVIOUS CHOICE TO OPT-OUT OR NOT OPT-OUT REMAINS BINDING.

Exceptions to Agreement to Arbitrate. Either you or Pieces may assert claims, if they qualify, in small claims court in Ohio or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Ohio to resolve your claim.

No Class Actions. YOU AND PIECES 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. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED. IF THIS SPECIFIC PARAGRAPH IS HELD UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION WILL BE DEEMED VOID.

Controlling Law

Except to the extent applicable law provides otherwise, these Terms will be governed by Ohio law without regard to conflict of law provisions.

Survival

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

Entire Agreement

This Agreement constitutes the entire agreement between you and Pieces with respect to the subject matter, and supersedes and replaces any other prior or contemporaneous agreements, oral or written, or terms and conditions applicable to the subject matter of this Agreement. This Agreement may only be modified by a written amendment signed by an authorized representative of Pieces, or by the posting by Pieces of a revised version. This Agreement creates no third-party beneficiary rights.

Waiver, Severability & Assignment

Pieces’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Agreement will remain in full effect and that portion of the Agreement will be construed to reflect the parties’ original intent. You may not assign any of your rights under this Agreement, and any such attempt will be void. Pieces may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

Modifications

Pieces reserves the right, at our sole discretion, to amend these Terms at any time and we will update these Terms in the event of any such amendments. We will notify you of material changes to this Agreement via a notification in the Services or by sending email to the primary email address specified in your Pieces account. These updated terms will be effective no less than 30 days from when we notify you. If you do not agree to the updates, please cancel your Pieces account and stop using the Services before the updates become effective. Your continued use of the Services after those 30 days constitutes your agreement to those revisions of this Agreement. For any other modifications, your continued use of the Services constitutes agreement to our revisions of these Terms.

DMCA Policy

Thank you for your attention to Pieces’s DMCA Policy. Capitalized terms used but not defined in this DMCA Policy have the meanings assigned to them in our Terms of Service. Pieces does not permit copyright infringing activities and infringement of intellectual property rights on its Services. In accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”), found at http://www.copyright.gov/legislation/dmca.pdf, Pieces will respond expeditiously to claims of copyright infringement involving the Pieces Services if such claims are reported to Pieces’s Designated Copyright Agent identified in the sample notice below.

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements on or through the Services by completing the following DMCA Notice of Alleged Infringement and delivering it to Pieces’s Designated Copyright Agent. Upon receipt of Notice (as described below), Pieces will take whatever action, in its sole discretion, it deems appropriate, including removal of the allegedly infringing content from the Services.

DMCA Notice of Alleged Infringement (“Notice”)

Identify the copyrighted work that you claim has been infringed. If multiple copyrighted works are covered by this Notice, you may provide a representative list of the copyrighted works that you claim have been infringed. Pieces can only accept DMCA takedown notices for works that are protected by copyright, and that identify a specific copyrightable work.

Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link or the exact location where such material may be found.

Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.

Include both of the following statements in the body of the Notice:

“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”

“I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner, or am authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.”

Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to Pieces’s Designated Copyright Agent:

Acceptable Use Policy

Thank you for your attention to Pieces’s Acceptable Use Policy. Capitalized terms used but not defined in this Acceptable Use Policy have the meanings assigned to them in our Terms of Service.

You agree not to misuse the Pieces Services or assist anyone else in doing so. Under no circumstances will you do or attempt to do any of the following in connection with the Services:

Probe, scan, or test the vulnerability of any system or network;
Breach or otherwise circumvent any security or authentication measures;
Access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you haven't been invited to access or use;
Interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
Access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);
Send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
Share materials that are unlawfully pornographic, or that contain extreme acts of violence or terrorist activity, including terror propaganda;
Share materials that are libelous, defamatory, or fraudulent;
Harass or abuse Pieces employees or representatives or agents performing services on behalf of Pieces;
Impersonate any person or entity, including any of our employees or representatives, including through false association with Pieces, or by fraudulently misrepresenting your identity or site's purpose;
Infringe any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other right; or
Violate the law in any way, including storing, publishing or sharing material that's fraudulent, defamatory, or misleading.