Terms of Use (these “Terms of Use”) are between The Pipeline Group, Inc., a California corporation (“TPG”), having its principal place of business at 1625 The Alameda #402, San Jose, CA 95125, and the individual or entity entering into these Terms of Use (“Customer”). These Terms of Use and any Order Form that references these Terms of Use shall be collectively referred to as the “Agreement.” The Agreement constitutes a legal agreement that governs Customer’s access to and use of the Content and Services (as defined below).
CUSTOMER MAY ACCEPT THE TERMS OF THIS AGREEMENT BY CLICKING A BOX INDICATING ACCEPTANCE, BY EXECUTING AN ORDER FORM REFERENCING THIS AGREEMENT, OR BY USING ANY FREE SERVICE OFFERED BY TPG. IF CUSTOMER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, CUSTOMER MAY NOT USE THE CONTENT OR SERVICES.
ANY INDIVIDUAL ACCEPTING THE TERMS OF THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY MUST HAVE THE AUTHORITY TO BIND THAT ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF THE INDIVIDUAL DOES NOT HAVE SUCH AUTHORITY, THE INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT.
If Customer is a direct competitor of TPG offering similar products and services, Customer may not access the Content or Services for any purpose, except with TPG’s prior written consent.
This Agreement is effective between TPG and Customer as of the date of Customer accepts this Agreement (the “Effective Date”).
TPG reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time. It is Customer’s responsibility to check this Agreement periodically for changes. Customer’s continued use of the Service following the posting of any changes to this Agreement constitutes acceptance of those changes.
1. DEFINITIONS
“Browser Extension(s)” means any software plug-in or application that TPG develops that extends the functionality of a web browser in order to support the delivery of the Services.
“Content” means information produced by TPG, or obtained by TPG from publicly available sources or third-party content providers, and made available to Customer pursuant to the Services. Content includes, but is not limited to, Data, Conversation Guides, Ideal Customer Profile Reports, Email Templates.
“Data” means any data provided during the Term including but not limited to contact information, information regarding which specific technology products are in use by specific companies, company firmographic attributes, industry spending estimates and estimated contract renewal dates.
“Order Form” means an online order or ordering document referencing this Agreement specifying the Services or Content that TPG will provide to Customer, including any addenda and supplements.
“Service” means the services purchased by Customer online through a link, or through an Order Form, or provided to Customer free of charge, or through a free trial, and made available to Customer via any Delivery Method, in order to access the Content. Service includes, but is not limited to, Data, Content, and Technology.
“Technology” means the technology provided by TPG as part of the Service including but not limited to Lead Assignment, Account Matcher, Predictable Pipeline, TPG Data Automation, TPG Referrals, TPG Conversation Guide, LAMP Task Activity Outcome by The Pipeline Group, Contact Role Validations, & LaunchQ.
“Term” means the period during which Customer has agreed to subscribe to the Services and Content, as specified in the applicable Order Form. If no period is specified, the Term shall be one (1) year.
“User(s)” means an individual accepting this Agreement on his or her behalf or on behalf of a company or other legal entity, an individual authorized by Customer to use the Services, for whom Customer has provisioned the Services. Users may include Customer’s employees, consultants, contractors, agents, and third parties acting on Customer’s behalf and that have access to the Services.
“Website(s)” means any website available online that is owned or controlled by TPG, including but not limited to the website located at https://thepipelinegroup.io, and any of its web pages, as well as any successor websites.
2. ACCESS.
TPG may change, suspend or discontinue the Service at any time, including the availability of any feature, database, or content. TPG may also impose limits on certain features and services or restrict User’s access to parts or all of the Service without notice or liability.
This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.
User shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Service, including, without limitation, modems, hardware, software, and long distance or local telephone service. User shall be responsible for ensuring that such equipment or ancillary services are compatible with the Service.
The Service, Content, Technology and Data are the exclusive property of TPG. All rights, title and interest (including patent, copyright, trade secret rights, trademarks, logos and all other intellectual property rights with respect to the Content) are and will always be and remain the property of TPG, including any future Services, Content, Technology and Data developed as a result of any Customer feedback or suggestions.
The Service, Content, Technology, and Data are available as subscriptions and may be used during the Term only.
3. RESTRICTIONS.
The Service and Content may only be used by Customer for its internal use during the Term. Customer may not sell, resell, license, sublicense, rent, publish, distribute, or make the Services or Content available to any third party.
User shall not, nor permit anyone else to, directly or indirectly: (i) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or underlying algorithms of all or any part of TPG’s Technology (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law) or (ii) modify or create derivatives of any part of the Technology. As between the parties, TPG shall own all title, ownership rights, and intellectual property rights in and to the Service, and any copies or portions thereof.
Customer may not use the Content to enable the creation of any audience segment in a third-party application including, but not limited to, data management platforms (DMPs) or demand-side platforms (DSPs) or social media platforms for the purpose of delivering targeted programmatic display or social advertising campaigns. Customer may not duplicate, or generate modified versions of, the Technology or Content for the purpose of retaining the Technology or Content beyond the Term.
User shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service, or in any way reproduce or circumvent the navigational structure or presentation of the Service, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. TPG reserves the right to bar any such activity.
User shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any TPG server, or to any of the services offered on or through the Service, by hacking, password “mining”, or any other illegitimate means.
User shall not probe, scan or test the vulnerability, or any network connected to the Service, nor breach the security or authentication measures on or any network connected to the Service.
User shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or TPG’s systems or networks, or any systems or networks connected to the Service or Technology or to TPG.
User shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or Technology or any transaction being conducted on the Service or Technology, or with any other person’s use of the Service or Technolgy.
User shall not use the Service, Content, Technology, and Data for any purpose that is unlawful or prohibited by this Agreement.
4. FEES.
Fees are based on the Services and Content subscriptions purchased. Customer will pay all fees specified in the applicable Order Form. Payment of fees is non-cancellable and non-refundable. Without limiting its right or remedies, TPG reserves the right to suspend the Service to Customer if outstanding late payments are 5 days or more overdue. Fees payable in connection with this Agreement do not include any Taxes and Customer is responsible for paying Taxes, unless TPG has a legal obligation to do so, in which case TPG will invoice Customer for such Taxes and Customer agrees to pay such Taxes if so invoiced.
5. CONTENT.
User agrees that all Content delivered or otherwise made available by TPG at the Website are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by TPG in writing, User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content. However, User may print or download a reasonable number of copies of the materials or content at this Website for User’s own informational purposes; provided, that User retains all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any content, materials or design elements on the Website for any other purpose is strictly prohibited without the express prior written permission of TPG.
6. CONFIDENTIALITY.
Each party acknowledges that during the term of this Agreement, it shall have access to the confidential information and trade secrets of the other party consisting of, but not limited to, information concerning each other’s methods of operations, systems, products, customer lists, agent lists, and other such proprietary business information. Each party agrees not to use or disclose the confidential information (“Confidential Information”) of the other party. Unless expressly authorized in writing by the other party, neither party shall publicly disclose any nonpublic information or materials provided by the other party under this Agreement and reasonably understood to be Confidential Information, or use such Confidential Information in any manner other than to perform its obligations under this Agreement. The foregoing restrictions do not apply to any information that (i) is in or becomes available in the public domain by no action of the receiving party hereunder, (ii) is already lawfully in the receiving party’s possession, (iii) was known to the receiving party prior to the date of disclosure, (iv) becomes known to the receiving party from a third party having an apparent bona fide right to disclose the information, or (v) Confidential Information that the receiving party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, providing receiving party provides disclosing party timely notice of such court order or subpoena. Furthermore, Customer will keep in strict confidence all passwords and other access information to the Services. Each party retains ownership of its confidential information.
7. INDEMNIFICATION.
User is responsible for all of its activity in connection with the Service. User shall defend, indemnify, and hold harmless TPG, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from (i) User’s use or misuse of the Service; (ii) User’s access to any part of the Service, (iv) and content, data, technology, information or materials used by User in connection with the Service, or (iv) User’s violation of this Agreement.
8. WARRANTIES.
User Warranties to TPG. User represents and warrants that: (i) with respect to all information it provides to TPG, User has the full right and authority to make such provision and to allow TPG to use such information to provide the Service (including, without limitation, for TPG to provide such information to its data providers), (ii) none of the content (e.g. emails) transmitted, uploaded or otherwise distributed by it (or its partners or any third party) through use of the Service will infringe or otherwise conflict with the rights of any third party, and (iii) it will use the Service only in compliance with all applicable and regulations laws.
9. DISCLAIMER OF WARRANTIES.
CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” BASIS, AND CUSTOMER’S ACCESS TO AND/OR USE OF THE SERVICES AND CONTENT IS AT CUSTOMER’S SOLE RISK. TPG EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TPG MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES TPG MAKE ANY WARRANTY THAT THE CONTENT IS ACCURATE OR CURRENT, OR THAT ANY DEFECTS IN THE SERVICES OR CONTENT WILL BE CORRECTED. CUSTOMER UNDERSTANDS AND AGREES THAT ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT CUSTOMER’S SOLE RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S COMPUTER SYSTEM OR CORRUPTION OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT OR MATERIAL. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM TPG SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT.
10. LIMITATION OF LIABILITY.
IN NO EVENT SHALL TPG, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE: (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100.00 (U.S.) (PROVIDED THAT, IF USER HAS PAID FEES TO TPG, SUCH AMOUNT WILL BE EQUAL TO THE FEES PAID BY USER TO TPG DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTIONS ACCRUES). In addition, TPG shall not be liable for any loss or liability resulting, directly or indirectly, from User’s inability to access or otherwise use the Services including, without limitation, any delays or interruptions due to electronic or mechanical equipment failures, denial of service attacks, date data processing failures, telecommunications or Internet problems or utility failures. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
11. TERMINATION.
TPG may terminate this Agreement at any time, upon notice to User (which may be via email). User may terminate this Agreement in accordance with the terms set forth in the order form and with written consent from TPG. Upon termination notice from TPG, User will no longer access (or attempt to access) the Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers and limitations of liability.
12. EXPORT & TRADE CONTROLS.
User agrees not to import, undefined export, re-export, or transfer, directly or indirectly, any part of the Service or any information provided on or pursuant to the Service except in full compliance with all United States, foreign and other applicable laws and regulations.
13. PRIVACY.
TPG’s current privacy policy is available at https://www.thepipelinegroup.io/privacy-policyl (the “Privacy Policy”), which is incorporated by this reference. TPG strongly recommends that you review the Privacy Policy closely.
14. CUSTOMER REFERENCE.
Customer agrees (i) that TPG may identify Customer as a recipient of Service and use Customer's name and logo in slaes presentations, in marketing materials, and press releases, and (ii) develop a brief customer profile for use by TPG for promotional purposes on any websites owned and/or controlled by TPG.
15. COPYRIGHT.
All content included with the Services and on the Website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of TPG or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the Website is the exclusive property of TPG and protected by U.S. and international copyright laws. All software used on (or provided through) the Website and the Services is the property of TPG or its software suppliers and protected by United States and international copyright laws.
16. NON-RECRUITMENT CLAUSE.
During the term of the agreement and for a period of two (2) years following the termination of the agreement, The Pipeline Group Customer will not directly or indirectly hire any of The Pipeline Group's employees, or solicit any of The Pipeline Group's employees for the purpose of hiring them or inducing them to leave their employment with The Pipeline Group, nor will the The Pipeline Group Customer own, manage, operate, join, control, consult with, participate in the ownership, management, operation or control of, be employed by, or be connected in any manner with any person or entity which engages in the conduct proscribed in this Non-Recruitment clause. This provision shall not preclude The Pipeline Group Customer from responding to a request (other than by The Pipeline Group Customer's employer) for a reference with respect to an individual's employment qualifications. Any The Pipeline Group Customer in violation of this Non-Recruitment clause will be subject to a fine of $75,000.00 and compensatory and punitive damages.
17. PROFESSIONAL CONDUCT CLAUSE.
Respectful Interaction Requirement: In the course of providing services, we are committed to maintaining a professional, safe, and respectful working environment for our team. We expect the same level of respect and professionalism from our clients in all interactions with our staff. This includes, but is not limited to, communication in person, via telephone, email, or any other electronic or digital means. Clients are required to refrain from any form of harassment, discrimination, or abusive conduct towards our team members. This includes but is not limited to, actions, language, or behavior that is derogatory, offensive, intimidating, or otherwise contributes to a hostile working environment.
Breach of Professional Conduct: Any reports of harassment, discrimination, or abusive conduct by a client will be taken very seriously and investigated promptly. Should such a breach of professional conduct be confirmed, we reserve the right to take appropriate action. This may include, at our discretion, the immediate cessation of all services provided to the offending party. In such instances, the client will remain liable for the full term of the agreement, including any payments due for services render and those that would have been rendered had the agreement continued to its natural conclusion.
This clause is integral to ensuring a mutually respectful partnership between our clients and our team. By agreeing to our Terms of Use, clients acknowledge and agree to adhere to this Professional Conduct Clause and understand the implications of any breach thereof.
18. MISCELLANEOUS.
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. TPG shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond TPG’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with TPG’s prior written consent. TPG may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the State of California, as if made within California between two residents thereof, and the parties submit to the exclusive jurisdiction and venue of the state and Federal courts located in Santa Clara, California. Both parties agree that this Agreement constitutes the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind TPG in any respect whatsoever. This Agreement may be executed in counterparts, which taken together shall form one legal instrument.
TPG Technology:
Lead Assignment (033f4000000VUORAA4)
Account Matcher (033f2000000X7pIAAS)
Predictable Pipeline (0330b000000TeELAA0)
TPG Data Automation (0333i000000UF4yAAG)
TPG Referrals (0331N0000008N53QAE)
TPG Conversation Guide (0331I000000YOqvQAG)
LAMP Task Activity Outcome by The Pipeline Group (0331I000000gCI7QAM)
Contact Role Validations (0331I000000Q2BqQAK)