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Service Agreement Terms and Conditions Use AI technology to turn web leads into live calls for your sales team.

Pipes.AI Service Agreement Terms and Conditions

Last Updated: June 2025

Welcome to Pipes.AI!

This Service Agreement (this “Service Agreement” or “Agreement”) is a legal agreement between Pipes.AI, a Delaware limited liability company (“Provider” or “Pipes.AI”) and the entity or person (“Customer”) who registered on the Pipes.AI registration webpage to receive the Services (as defined below). This Service Agreement and any insertion order[s] (or in a superseding form determined by Pipes.AI) as between the Parties (“Order Forms”) shall define Provider’s and Customer’s obligations and sets forth the terms and conditions that apply to Customer’s use of the Services.

If Customer does not understand any of the terms of this Service Agreement, please contact us at support@pipes.ai before using the Services.

Customer may not access or use any Services unless Customer agrees to abide by all of the terms and conditions in this Service Agreement.

Disputes pertaining to this Agreement and our services are determined by arbitration. Please see the arbitration and class action waiver provisions below.

RECITALS

WHEREAS, Provider has developed and operates an online platform (the “Platform”) that allows marketers to upload Leads and cost effectively engage with prospects identified by those Leads through an automated process of phone calls and/or text/SMS messaging; and

WHEREAS, Customer desires to access the services (the “Services”) provided by the Platform, and Provider desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  1. Definitions.
  • “Accepted Lead” means any Lead processed by the Platform for a specific Campaign. Accepted Leads are counted on a per Campaign basis. For example, if one Lead is made part of two (2) Campaigns, then such Lead shall count as two (2) Accepted Leads.
  • “Accepted Lead Fee” means that certain amount set forth on the Platform. This amount is the amount that Customer will pay to Provider for each Accepted Lead on the Platform.
  • “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Provider in an aggregate and anonymized manner, including to measure statistical and performance information related to the provision and operation of the Services.
  • “Applicable Law” means all applicable federal, state and local laws, rules, and regulations court orders, judgments and decrees including, but not limited to, laws, rules and regulations relating to data protection, data privacy, advertising, electronic communications and solicitations, and telemarketing, also including but not limited to Section 5 of the FTC Act, as may be amended, the CAN-SPAM Act, as may be amended, the TCPA, the Telemarketing Consumer Fraud and Abuse Prevention Act, as may be amended, the Federal Trade Commission Telemarketing Sales Rule, as may be amended, the Federal Communications Commission telemarketing regulations, as may be amended, all federal and state Do Not Call lists (including the national Do Not Call Registry) and calling time restriction laws and regulations.
  • “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
  • “Balance” shall have the meaning ascribed to it in Schedule 1.
  • “Business Combination” has the meaning ascribed to it in Section 14(g).
  • “Campaign” shall have the meaning ascribed to it in Schedule 1.
  • “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
  • “Fees” shall mean the Accepted Lead Fee, the Screening Fee, and all other amounts as may be due from time to time under this Agreement.
  • “Lead” means a record which contains the contact information of a consumer (i.e. name, email, telephone, address, or zip code).
  • “Minimum Balance” shall have the meaning ascribed to it in Schedule 1 and may be updated from time to time in the Platform.
  • “PEWC Documentation” shall have the meaning ascribed to it in Section 4(b) below.
  • “Platform” shall have the meaning ascribed to it in the Recitals above.
  • “Prior Express Written Consent” has the same meaning ascribed to that term in 47 C.F.R. § 64.1200(f)(8) and as interpreted by the FCC and courts.
  • “Provider IP” means the Services, any associated documentation or help text, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data.
  • “Recharge Amount” shall have the meaning ascribed to it in Schedule 1 and may be updated from time to time in the Platform.
  • “Screening Fee” means that certain amount set forth on the Platform. The Screening Fee shall be the amount per Lead that Customer pays to Provider for certain Lead validation services.
  • “Services” shall have the meaning ascribed to it in the Recitals above.
  • “TCPA” shall mean the Telephone Consumer Protection Act (47 USC § 227) and its implementing regulations adopted by the Federal Communications Commission (47 CFR § 64.1200), as amended from time-to-time. Access and Use.
  • Provision of Access. Subject to and conditioned on Customer’s timely payment of Fees and compliance with all other terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 14(g)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. Customer understands that it is responsible for the use of the Platform and all communications stemming from it, including those which may use artificial intelligence to communicate and may not communicate properly.
  • Provider Use Restrictions. Except as provided for in this Agreement, Provider shall not otherwise use, dial-on, transfer, or sell, the Lead data.
  • Customer Use Restrictions.
  • Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement.
  • Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (a) copy, modify, or create derivative works of the Services, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (d) remove any proprietary notices from the Services; or (e) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any Applicable Law.
  • Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to use the Services in any manner that violates any Applicable Law (including, but not limited to, Applicable Law related to text messaging, telemarketing, retention or use of personal information, and sales).
  • Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
  • Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any Authorized End User’s access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any Authorized End User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer, or any Authorized End User, is using the Provider IP for fraudulent or illegal activities; (D) subject to Applicable Law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the Services to Customer or any Authorized End User is prohibited by Applicable Law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 2(c)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
  • Aggregated Statistics. Notwithstanding anything to the contrary in this

Agreement, Provider may monitor Customer’s use of the Services and collect Aggregated

Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by

Provider. Customer acknowledges that Provider may create Aggregated Statistics based on

Customer Data input into the Services. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with Applicable Law, and (ii) use

Aggregated Statistics to the extent and in the manner permitted under Applicable Law;

provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

  1. Customer Responsibilities.
  • General. Customer is responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
  • Allowance of Provider to Purchase Telephone Numbers from Carriers and Register those Numbers, Customer’s Contact and Campaigns with The Campaign Registry. Customer consents to Provider purchasing telephone numbers for the benefit of Customer Campaigns, and registering those telephone numbers with The Campaign Registry. Such registration will include Customer’s contact information and its campaigns. To the extent that additional registrations and disclosures are required as regulations and requirements change, Customer consents to Provider registering as required.
  • Registration Costs Shall Pass Through to Customer and Be the Responsibility of Customer to Reimburse Provider. All fees incurred when Provider purchases telephone numbers and registers those numbers on behalf of Customer shall be passed through to Customer and shall be reimbursed to Provider on their following month’s invoice.
  1. Prior Express Written Consent.
  • Customer shall have obtained timely, valid, and unrevoked Prior Express Written Consent for the phone number and consumer identified in each Lead uploaded to the Platform for each Campaign. Customer shall not permit any Lead for which Prior Express Written Consent has not been obtained to be placed on, or uploaded to, the Platform. Such consent shall comply with any amendments or updated interpretations to the laws. This means that where a consent might have been appropriate at one time, if there is a change in the law, Customer may need to refrain from communicating with a consumer who previously provided proper consent.
  • Upon request, Customer, within five (5) business days, shall provide to Provider documentation (“PEWC Documentation”) showing Prior Written Consent for any Lead placed on, or uploaded to the Platform. Customer shall keep and maintain all records of Prior Express Written Consent for any Leads placed on, or uploaded to, the Platform, for a period of five (5) years from the date such Leads were placed on, or uploaded to, the Platform. This provision shall survive the termination of this Agreement.
  • PEWC Documentation shall include, but is not limited to:
    • the signed, and time and date stamped copy of the form/application by which such Prior Express Written Consent was obtained;
  • the first and last name of the prospect who provided the Prior Express Written Consent;
  • the telephone number for which the prospect provided the Prior Express Written Consent;
  • records of Lead source (must include either the URL and/or copy of the creative, or other unique identifier to the Lead source such as IP Address as well as reference to proposed sender of messages being permitted to communicate with the Lead); and
  • the date the Prior Express Written Consent for such Lead was generated.
  • Customer shall regularly update the Platform to remove any Leads for which Prior Express Written Consent has been revoked. Customer shall ensure that any such Leads are removed in a timely fashion that complies with all Applicable Law. Fees and Payment.
  • Fees. Unless otherwise agreed to in writing in a separate Order Form between the parties, the standard services and fees associated with each that Customer shall pay Provider are set forth below, including Accepted Lead Fee and those related to screening Leads:

Customer shall make all payments hereunder in US dollars on or before the due date and payment schedule set forth in Schedule 1. If Customer fails to make any payment when due, without limiting Provider’s other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for fifteen (15) days or more, Provider may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.

  • Minimum Monthly Fees. Unless otherwise agreed to in writing in a separate Order Form between the parties, Customer will be responsible for paying a minimum, non- refundable sum of $500 per month for the services. On the 1st day of every month, Provider will look back at the previous month’s usage. If usage is less than the monthly minimum, Customer will be assessed the difference to cover the minimum spend commitment. If usage is greater than the monthly minimum, no fee will be assessed. For example, with the monthly minimum of $500, assuming usage was $260 the month prior, Provider will charge the difference $240 ($500 – $260) and will pull that amount out of Customer’s current balance. *Note, if Customer’s balance falls below the Minimum Balance set forth in Schedule 1 to this Agreement, Customer’s card will be automatically billed for the recharge amount immediately. This means that in any given month, there may be multiple recharges. **For the initial month, the monthly minimum will be prorated accordingly.
  • Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.
  1. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, in written or electronic form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non- disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
  2. Sharing, Use, and Retention of Consumer Personal Identifiable Information; Data Processing Agreement. The Provider and Customer acknowledge that Customer will be uploading the personal identifiable consumer information on the Platform, for instance Leads. The Provider and Customer shall each hold consumer information in strict confidence by exercising at least the same degree of diligence and care that the party receiving such information uses to avoid disclosure or dissemination of its own highly confidential information, but in no event less than a reasonable standard of diligence and care. Without limiting the generality of the foregoing, Provider and Customer agree that personal information of the consumers shall be held in strict confidence and securely as required by applicable law. Any such consumer personal information that the Customer shares or provides pursuant to this Agreement will not be used except as in accordance with the terms of this Agreement, the linked and associated Data Processing Agreement, and as authorized or directed by the consumer. Customer agrees that it will comply with all laws regarding the collection and use of consumer personal information including, but not limited to, the California Consumer Privacy Act of 2018. Consumer information will only be shared or accessed in strict compliance with the terms of Schedule 2, as incorporated into this Agreement and executed by the Customer and Provider.
  3. Destruction of Data; Data Storage Option. As a result of the expense of maintaining large amounts of data, Provider must periodically delete data. As such, it is the responsibility of Customer to download its own data and maintain it as may be required under the law, in particular as it may relate to marketing campaigns.
  • Consumer Data, including data associated with a particular Campaign and communications, shall be deleted or otherwise destroyed thirty (30) days after the termination of their account (including any termination of services for any reason) unless Customer pays for extended storage.
  • Extended storage for Campaign data will be offered at $100 per month. This pricing may change periodically depending on how much data Customer requests Provider to store and any updates to these Terms will apply to the pricing offered. Provider is not obligated to continue providing the extended storage of data, even for the additional cost, and will provide at least thirty (30) days’ notice that the Customer must download its data prior to ending Provider’s extended storage obligations.
  1. Intellectual Property Ownership; Feedback.
    • Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP.
  • Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. Statistics related to the connect rate for each Lead shall be deemed Aggregated Statistics for the purposes of this Agreement. Notwithstanding the foregoing, per Section 8, Provider may destroy Customer Data that it is housing.
  • Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.
  1. Warranty Disclaimer. THE PROVIDER IP IS PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
  2. Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider from and against any and all losses, damages, liabilities, costs (including reasonable, out-of-pocket attorneys’ fees) (“Losses“) incurred by Provider resulting from any third- party claim, suit, action, investigations, or proceeding (“Third-Party Claim“) arising out of: (A) an allegation that Customer Data used in accordance with this Agreement infringes or misappropriates a third-party’s intellectual property rights; or (B) Customer’s or an Authorized User’s (i) use of the Services; (ii) breach of any provision, representation, warranty, or covenant of this Agreement, including, but not limited to, any provision of Section 4 of this Agreement; and (iii) violation of any Applicable Law; provided that Customer may not settle any Third-Party

Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice (each at the sole expense of the Customer).

  1. Subpoena Expenses. If Company is required to respond to a subpoena (including via a motion to quash) or otherwise has to provide information in response to a subpoena related to Seller’s account, then Company may charge Seller for Company’s actual costs in doing so. Such charges may include actual fees and costs for attorney and employee time spent retrieving records, preparing documents and participating in depositions or other legal process as well as other costs incurred in complying with such legal processes.
  2. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE,

INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED

OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S

AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT,

TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED ONE TIMES THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET

PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD

PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $15,000, WHICHEVER IS LESS.

  1. Term and Termination. Unless otherwise agreed to in a separate Order Form, the following sets forth the Term and Termination of the Services.
  • Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect on a month-to-month basis. This Agreement will automatically renew for additional successive monthly terms of the same length as the Initial Term unless earlier terminated pursuant to this Agreement’s express provisions (each a “Renewal Term” and together with the Initial Term, the “Term“).
  • Termination. In addition to any other express termination right set forth in this Agreement. either party may terminate this Agreement, effective on written notice to the other.
  • Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and, without limiting Customer’s obligations under Section 6, Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund. Provider will delete or destroy any Customer Data thirty (30) days after termination or expiration of the Agreement and it is therefore Customer’s obligation to download any data that it must retain or otherwise pay for additional data storage.
  • Survival. This Section 13(d), Sections 1, 5, 6, 7, 8, 9, 10, 11, 12 and 14, and Schedule 1 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
  1. Miscellaneous.
  • Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits and Schedules, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, Schedules, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits and Schedules; (ii) second, the Exhibits and Schedules to this Agreement as of the Effective Date; and (iii) third, information made available to Customer via the Platform; and (iv) fourth, any other documents incorporated herein by reference.
  • Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section. Notwithstanding this subsection (b), if any notice is to be sent to Provider, then such notice must also be simultaneously distributed to

Provider’s counsel at:

Greenspoon Marder LLP
2255 Glades Road, Suite 400E
Boca Raton, FL 33431
Email: robby.birnbaum@gmlaw.com

  • Force Majeure. In no event shall Provider be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
  • Amendment and Modification; Waiver. Provider may change or add to the terms of this Agreement at any time, and change, delete, discontinue, or impose conditions on use of the Services by posting such changes on the Platform or Provider’s website or any other website Provider maintains or owns. Provider may provide Customer with Notice of any changes through the Platform, via email, or through other means. Customer’s use of the Services or Platform after Provider publishes any such changes, constitutes Customer’s acceptance of the terms of the modified Agreement. Customer can access a copy of the current terms of this Agreement on Provider’s website at any time. Customer can find out when this Agreement was last changed by checking the “Last Updated” date at the top of this Agreement.
  • Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
  • GOVERNING LAW AND DISPUTE RESOLUTION–ARBITRATION AND CLASS ACTION WAIVER

HOW WE AGREE TO RESOLVE DISPUTES—MANDATORY ARBITRATION OF ALL CLAIMS AND DISPUTES: THIS SECTION PROVIDES IMPORTANT

INFORMATION ABOUT BINDING ARBITRATION. UNLESS CLIENT OPTS-OUT OF THIS ARBITRATION AGREEMENT BY E-MAILING LEGAL@PIPES.AI WITHIN 30 DAYS OF FIRST SIGNING UP FOR SERVICES, CLIENT AND COMPANY SHALL BE BOUND BY THIS BINDING AGREEMENT TO ARBITRATE ANY CLAIMS, AND GIVE UP ALL RIGHTS TO SEEK RELIEF IN THE COURTS EXCEPT AS PROVIDED HEREIN TO ENFORCE ANY ARBITRATION AWARD.

This Agreement shall be governed by the laws of the State of Delaware, and any Conflict of Law provisions thereunder. In the event of any controversy, claim, or dispute between the parties arising out of or relating to this Agreement, the parties agree to resolve all issues solely through the use of binding Arbitration, governed by the rules of the American Arbitration Association (“AAA”) pursuant to the Federal Arbitration Act. Any such Arbitration shall take place within Travis County, Texas or at such other location as the parties may agree, and shall be conducted by a mutually agreed upon Arbitrator. The arbitrator shall be neutral, independent, and shall comply with the AAA code of ethics. The arbitrator or arbitration panel shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, applicability, enforceability, conscionability of formation of this Agreement and of this arbitration requirement. The award rendered by the Arbitrator shall be final, binding on all parties, but subject to review in accordance with applicable statutes, rules and regulations governing arbitration awards. Judgment on the award made by the Arbitrator may be entered into any court having jurisdiction over the parties. If either party fails to comply with the Arbitrator’s award, the injured party may petition the Circuit Court for enforcement. The parties further agree that either party may bring claims against the other only in his/her, or its individual capacity and not as a Plaintiff or class member in any purported class action or representative proceeding. Further, the parties agree that the Arbitrator may not consolidate proceedings of more than one person’s claims, and may not otherwise preside over any form of representative or class proceeding. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. In the event that a party fails to proceed with Arbitration, unsuccessfully challenges the Arbitrator’s award, or fails to comply with the Arbitrator’s award, the other party shall be entitled to costs of suit, including reasonable attorneys’ fees for having to compel Arbitration or defend or enforce the award. This section and the arbitration requirement shall survive termination of Services or the Agreement.

  • Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. Notwithstanding any other provision of this Agreement, Provider may assign this Agreement in connection with a merger, consolidation, sale of all of the equity interests of Provider, or a sale of all or substantially all of the assets of Provider (each such transaction, a “Business Combination”). Notwithstanding any other provision of this Agreement, a Business Combination by Provider shall not be a breach or violation of any section of this Agreement (including, but not limited to, Section 2(b) of this Agreement).
  • Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US.
  • US Government Rights. Each of the software components that constitute the Services is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services as are granted to all other end users, in accordance with (a) 48 C.F.R. 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
  • Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c) or Section 4, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

SCHEDULE 1

DESCRIPTION OF SERVICES

Capitalized terms used but not defined in this Schedule 1 have the meaning given to those terms in the Agreement.

  1. DESCRIPTION OF SERVICES:

The Platform is a fully cloud-based, self-serve product that optimizes and enhances Customer’s ability to connect with their Leads more efficiently. Provider uses proprietary technology and artificial intelligence to accomplish this goal. The Platform ingests Leads from Customer and performs deduplication and validation processes prior to accepting a Lead. Accepted Leads are assigned to campaigns (each a “Campaign” and collectively, the “Campaigns”) that Customer has created with pre-scripted messages (e.g. inbound, outbound, and voicemail IVR’s). The Platform programmatically contacts all Accepted Leads and provides a detailed status for each. The product aims to increase the connect rate for Customer and provides an easy to use interface that is highly scalable.

  1. PAYMENT OF FEES:

Customer shall pay to Provider an amount equal to the Accepted Lead Fee multiplied by the number of Accepted Leads. If Customer elects to have its Leads screened by Provider (i.e. telephone and e-mail validation), then Customer shall also pay to Provider an amount equal to the Screening Fee multiplied by the number of Leads so screened. These amounts shall be prepaid by the Customer as set forth below.

Customer’s initial, non-refundable account balance (such balance, “Balance”) shall be $500. Concurrent with Customer’s registration on the Platform, Customer shall make a payment of at least $500 (the “Recharge Amount”) to Provider. All payments (including this initial payment) shall increase Customer’s Balance by the payment amount. All Fees incurred by Customer’s use of the Platform (including, but not limited to, Accepted Lead Fees and Screening Fees) shall decrease Customer’s Balance. No refunds for pre-paid services shall be given.

If the Customer’s Balance ever falls below $100 (the “Minimum Balance”) then Customer’s payment method (including, but not limited to, Customer’s credit card or debit card) shall immediately be charged an amount equal to the Recharge Amount. Customer’s Balance shall be credited with this amount upon successful completion of the payment.

After a Lead is successfully loaded into the Platform for a Campaign, it is considered an Accepted

Lead and the Accepted Lead Fee for such Accepted Lead is immediately due and payable by Customer to Provider. If a Customer has elected to have a Lead screened by Provider, then as soon the Lead is screened the Screening Fee for the Lead is immediately due and payable by Customer to Provider. Such Fees shall be immediately deducted from Customer’s Balance. If Customer’s Balance is not enough to cover all of the Fees, then Customer’s payment method (including, but not limited to, Customer’s credit card or debit card) shall immediately be billed for any overage amount.

All amounts due and payable under this Agreement shall be automatically charged to Customer’s payment method (including, but not limited to, Customer’s credit card or debit card) by the Platform in accordance with the payment provisions set forth above. Customer hereby authorizes Provider to charge all such amounts to Customer’s payment method (including, but not limited to, Customer’s credit card or debit card).

SCHEDULE 2

USE AND SHARING OF CONSUMER INFORMATION

This schedule of additional provisions (“Schedule”) forms a part of the Terms and Conditions between Customer and Provider (the “Master Agreement” and, together with the Schedule, referred to collectively as the “Agreement”). Customer and Provider may each be individually referred to as “Party” or collectively, as “Parties.”

WHEREAS, Customer and Provider entered into that certain Master Agreement referenced above for Provider to provide certain services to Customer in accordance and as further set forth in the Master

Agreement (the “Services”);

WHEREAS, Provider may Collect or Process Personal Information (as those terms are defined below) in performing and/or providing the Services;

WHEREAS, “Personal Information” means information provided or shared by Customer to Provider pursuant to the Master Agreement that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Consumer or household, as further defined in the CCPA Section 1798.140(o).

WHERAS, “Consumer” means a natural person who is a California resident, as further defined in CCPA Section 1798.140(g).

WHEREAS, “Business Purpose” means the use of Personal Information in a manner that is reasonably and proportionately necessary for Provider to perform and/or provide the Services, and in the context of a Provider’s ongoing business relationship with Customer.

WHEREAS, the Personal Information and the Collection and Processing of the same may be subject to certain laws applicable to Customer and/or Provider, including, but not limited to the California Consumer Privacy Act of 2018 (CCPA); and

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer and Provider agree as follows:

1. Parties’ Obligations

1.1 The Provider, as a Service Provider (as that term is defined under the CCPA), will only Collect and Process, retain, and use the Personal Information to the extent, and in such a manner, as is necessary for the Business Purposes in accordance with the Agreement. The Provider will not Collect, Process, retain, disclose, or use the Personal Information for any other purpose or in a way that: (i) does not comply with this Agreement or the CCPA; or (ii) is otherwise outside of the direct business relationship between Provider and Customer.

1.2 The Provider will promptly comply with any request or instruction from Customer requiring the Provider to identify, amend, transfer, or delete Personal Information, and confirm in writing to Customer that it complied with the request or instructions.

1.3 The Provider will maintain the confidentiality of all Personal Information and will not Sell, Provide, or disclose Personal information to third parties unless it is in accordance with the Agreement or mandated by applicable law.

1.4 If a Party is required to disclose Personal Information to a third party under applicable law, the Party must immediately notify the other Party (to the extent such notification does not violate applicable law) before disclosing such Personal Information,

2. Complaints, Consumer Requests, and Third Party Rights

2.1 Provider will do its best to provide Customer with any request or inquiry it receives from a Consumer regarding the Collection or Processing of Personal Information;

2.2 Upon receipt of a Consumer request or inquiry regarding the Collection or Processing of Personal Information pursuant to the Agreement, Customer shall respond and make any determination regarding verification if required by the CCPA.

2.3 Unless prohibited by the CCPA, a Party will inform the other Party if it receives:

  • receives an inquiry or request from the California Attorney General regarding the Collection or Processing of Personal Information or either Party’s compliance with the CCPA; or
  • receives a request to disclose Personal Information from law enforcement, courts or any government body;

3. Incorporation

3.1 This Schedule incorporates by reference all of the other terms and conditions of the Master Agreement which shall remain in effect. However, as agreed to herein, this Schedule supplements such terms and conditions to account for the protection of Personal Information. Accordingly, the Parties hereby agree that to the extent the terms of this Schedule and the Master Agreement conflict with one another, the terms and conditions of this Schedule shall control

4. Indemnification; Liability

4.1 Customer shall defend, indemnify, and hold harmless Provider, its affiliates, officers,

directors, employees, customers, contractors, and agents from and against any and all third party claims, expenses, costs (including reasonable attorneys’ fees), penalties, settlements, and damages arising out of or related to Customer’s breach of its obligations set forth in this Schedule, or violation of the CCPA.