These Terms of Use (“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 any individual or entity ("Customer") that accesses or uses TPG’s services. 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).
IF CUSTOMER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, CUSTOMER MAY NOT USE THE CONTENT OR SERVICES. This Agreement is effective between TPG and Customer as of the date of Customer accepts this Agreement (“Effective Date”).
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.
1. DEFINITIONS
“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 Conversation Guides, Email Templates and other Content specifically requested from TPG by Customer in the Order Form.
“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.
“IP Laws” means all United States and international copyright laws, including patent, copyright, trade secret rights, trademarks, logos and all other intellectual property rights with respect to the Content.
“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 Content, Date and Technology.
“Technology” means the technology provided by TPG as part of the Service, including but not limited to, TPG Conversation Guide and Email Templates.
“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(s) authorized by Customer to use 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. Each provision of this Terms of Use that is applicable to a User is also applicable to Customer and visa versa.
2. ACCESS.
This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.
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.
Customer 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 Content, 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.
Customer 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 Technology.
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, except as otherwise set out in an Order Form. 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.
Customer agrees that all Content delivered or otherwise made available by TPG in connection with the Services is protected by IP Laws. Except as expressly authorized by TPG in writing, Customer 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 for User’s own informational purposes; provided, that User retains all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any Content 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.
Customer is responsible for all of its activity in connection with the Service. Customer shall defend (with counsel acceptable to TPG), indemnify, and hold harmless TPG, its affiliates and each of their employees, contractors, directors, suppliers and representatives from all liabilities, claims and expenses, including reasonable attorneys' fees and costs, that arise from (i) Customer’s negligence or intentional misconduct related to its use of the Service; or (ii) Customer’s violation of this Agreement.
TPG will defend, indemnify and hold harmless Customer, its affiliates and each of their employees, contractors, directors, suppliers and representatives from all liabilities, claims and expenses, including reasonable attorneys' fees and costs, that arise from TPG’s gross negligence or intentional misconduct in delivering the Services, including but limited to any claims of copyright or trademark infringement, provided that TPG’s indemnity obligations shall not apply to the extent a claim arises from or relates to TPG’s compliance with instructions provided by the Customer in connection with the Services.
8. WARRANTIES.
Customer represents and warrants that: (i) with respect to all information it provides to TPG, Customer 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.
TPG represents and warrants that: (i) with respect to all information it provides to Customer, TPG has the full right and authority to make such provision and to allow Customer to use such information to receive the Service, (ii) none of the content transmitted, uploaded or otherwise distributed by it (or its partners or any third party) in connection with delivery of the Service will infringe or otherwise conflict with the rights of any third party, and (iii) it and the Services will comply with all applicable and regulations laws.
9. DISCLAIMER OF WARRANTIES.
CUSTOMER HEREBY ACKNOWLEDGES AND AGREES, THAT EXCEPT AS OTHERWISE PROVIDED IN SECTION 8, 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 AND FITNESS FOR A PARTICULAR PURPOSE. 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. 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 EITHER PARTY, 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 CUSTOMER HAS PAID FEES TO TPG, SUCH AMOUNT WILL BE EQUAL TO THE FEES PAID BY CUSTOMER 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 Customer’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 Customer (which may be via email). Customer may terminate this Agreement in accordance with the terms set forth in the order form. Upon receipt of a termination notice from TPG, Customer 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.
Customer 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 sales 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. Notwithstanding anything to the contrary, each party shall only use Confidential Information provided hereunder in accordance with Section 6.
15. INTELLECTUAL PROPERTY.
All Content included with the Services is the property of TPG or its content suppliers and protected by IP 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, Customer will not directly or indirectly hire any TPG employees, or solicit any TPG employees for the purpose of hiring them or inducing them to leave their employment with TPG, nor will 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 Customer from responding to a request (other than by Customer's employer) for a reference with respect to an individual's employment qualifications. Any Customer in violation of this non-recruitment clause will be subject to a fine of $75,000.00 and compensatory and punitive damages. Notwithstanding the foregoing, if a non-recruitment clause is included in Customer’s Order Form with TPG, the entire non-recruitment clause in the Order Form shall control over the non-recruitment clause included in this Terms of Use.
17. PROFESSIONAL CONDUCT CLAUSE.
Respectful Interaction Requirement: In the course of providing services, TPG is committed to maintaining a professional, safe, and respectful working environment for its team. TPG expects the same level of respect and professionalism from its customers in all interactions with TPG staff. This includes, but is not limited to, communication in person, via telephone, email, or any other electronic or digital means. Customers are required to refrain from any form of harassment, discrimination or abusive conduct towards TPG 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 customer will be taken very seriously and investigated promptly. Should such a breach of professional conduct be confirmed, TPG reserves 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 customer will remain liable for the full term of the agreement, including any payments due for services rendered and those that would have been rendered had the agreement continued through its expiration date.
This clause is integral to ensuring a mutually respectful partnership between our customers and TPG’s team. By agreeing to TPG’s Terms of Use, customers 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. Neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond that party’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference), provided that this limitation shall not apply to a failure by Customer to pay any sums due to TPG hereunder or pursuant to an Order Form or other agreement. 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 Customer 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 Customer 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)