May 26th, 2019
Terms of Service
BY USING ANY OF OUR SERVICES YOU AGREE TO BE BOUND BY THIS AGREEMENT.
We may amend the Agreement at any time, and such amended Agreement will automatically be effective five (5) days after we have posted the amended Agreement on our website (www.pipes.ai/tos). Your continued use of the Services will constitute acceptance of the amended Agreement, and no other Agreement version will be effective or enforceable against us. These rights granted to you under this Agreement are expressly non-exclusive. It is not allowed to sell, assign, sublicense, or otherwise transfer or agree to transfer all or any portion of those rights without our consent. We may reject this Agreement for any reason or no reason, prior or subsequent to acceptance of the Agreement.
You must either enter into a separate agreement with us describing the specific terms and conditions of the Services to be provided to you, or complete the registration process made available to you by us. Such separate agreement or registration process may be in one or more different formats and may be made available to you either online or offline, subject to change without prior notice.
When using the Services, you shall be subject to any posted guidelines, rules, or licenses applicable to such Services, this Agreement, or any other separate agreement between us. Such guidelines, rules, or licenses may contain terms and conditions in addition to those described in this Agreement. We may refuse the Services to anyone at any time, in our sole discretion. We reserve the right to discontinue, temporarily or permanently, any or all of the Services to you, including by shutting down phone numbers, at any time, provided we will make reasonable efforts to notify you within twenty-four (24) hours of doing so. However, we reserve the right to discontinue any or all of your use of the Services immediately and with no prior or subsequent notice required if we suspect you may be in breach of your obligations under this Agreement. We will refund you any unused amounts we have charged you for prepaid Services that we discontinued; as such amounts are determined by us in our discretion. We shall not be liable to you or any third-party for any termination of your access to the Services except as specifically set forth in this Agreement. You agree that we will not be liable for damages (including consequential or special damages) arising out of any change of assigned telephone number(s), and you hereby waive any claims with respect to any such change, whether based on contractual, tort or other grounds, even if we have been advised of the possibility of damages. We reserve the right to withdraw telephone numbers from Services at our discretion when we determine that a telephone number is receiving insufficient use. You acknowledge that our policies and practices with regard to recapturing and repurposing telephone numbers may change from time-to-time at our discretion.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS US, OUR AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, NETWORK SERVICE PROVIDERS, CONTRACTORS, SUPPLIERS, PARTNERS, OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH THE SERVICES FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, LIABILITIES, EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES), PENALTIES, FINES, DEATH, INJURY TO PERSONS OR DAMAGES TO TANGIBLE PROPERTY ARISING BY VIRTUE OF OR RELATING TO THE ABSENCE OF 911 SERVICE AND/OR THE INABILITY OF MEMBER OR ANY THIRD PERSON OR PARTY TO BE ABLE TO DIAL 911 USING THE SERVICES.
The Services are offered on an open-ended basis for a term that begins on the date your Services are activated and you accept the Agreement (the “activation date”). This Agreement shall be deemed to be perpetually in effect without further action by you or by us unless either a) we terminate the provision of Services to you or b) you give us written notice of termination at least thirty (30) days prior to the intended date of termination for which notice is given. If you terminate Services prior to the end of a campaign or otherwise defined term, you may be responsible for charges incurred by you subsequent to such termination, including without limitation unbilled charges, all of which immediately become due and payable. Expiration of the term or termination of Services does not excuse you from paying all unpaid, accrued charges.
We will charge you fees in accordance with the terms of either: (i) a separate agreement, or (ii) the registration process you complete. Unless otherwise stated, all fees are quoted in U.S. dollars. You are responsible for paying all fees associated with using the Services.
The Services are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Services may violate such laws and this Agreement. Except as expressly provided herein, we do not grant any express or implied rights to use the Services.
We reserve the right to terminate or modify individual features of our Services from time to time with or without notice. In the event we opt to send written notice to you detailing such termination or modification, an email will be sent to the email address you most recently provided to us. Any such termination or modification will take effect upon the date of such written notice or such later date as specified therein. We are not responsible for confirming the receipt of any such notification. We may, in our sole discretion, determine the extent, if any, to which any such modifications may impact the charges for the Services, but we shall not have any obligation to adjust the charges by reason of any such modifications. We shall not be liable to you or any third party should we exercise our right to modify or terminate our Services or any feature of such Services.
Your use of the Services is subject to all applicable local, state, national and international laws and regulations. You shall be fully liable for all use of your account, including any unauthorized use of such account by any third party. We bear no responsibility for communications received by you from third persons while using the Services or any use of any person’s telecommunications services, including but not limited to, your telecommunications services in connection with the use of the Services. You shall not interfere with any other client’s use and enjoyment of the Services. You shall not use the Services to commit fraud or to promote any product or service that is illegal, pornographic or involves any adult services (whether or not legal). You shall not use the Services to post on any website (whether hosted by you or that we host on your behalf) any content that is illegal, any content that violates the trademarks, copyrights or other intellectual property rights of a third party, any content that contains any adult or sexually explicit material, or any content that is false, defamatory or otherwise misleading in any way.
We may, in our discretion, terminate the Services we provide you without notice if you fail to observe and comply with the terms of this Agreement. Failure on our part to actively terminate your account following any violation by you of this Agreement shall not constitute a waiver of our right to terminate and shall not prevent us from terminating you account, consistent with this Agreement, at any point for past and/or current violations of Agreement.
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
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.
The Services are reliant upon independent services provided by third-parties that are beyond our control. The loss or interruption of any one of those independent services may prevent the Services from operating. We will use commercially reasonable efforts to manage all communications initiated by you and/or intended for you during any loss or interruption of such independent services. Such independent services interruptions may include, but are not limited to: Power outages, Internet Service Provider outages, Telecommunications services provider outages, Outages due to suspension of your account, Outages due to your failure to maintain the services used in conjunction with the Services.
We shall not be responsible for any delay or failure in performance that results from causes beyond its reasonable control (“Force Majeure Events”), whether or not foreseeable by such party. Such Force Majeure Events include, but are not limited to, adverse weather conditions, flood, fire, explosion, earthquake, volcanic action, power failure, embargo, boycott, war, revolution, civil commotion, act of public enemies, labor unrest (including, but not limited to, strikes, work stoppages, slowdowns, picketing or boycotts), inability to obtain equipment, parts, licenses, software or repairs thereof, acts or omissions of the other party, and acts of God. Our ability to perform our obligations under this Agreement is dependent upon the availability of equipment and services from third parties (collectively, the “Vendors”) with whom we have contracted for the provision of telecommunications, internet services and equipment, and other third-party services used by us when providing the Services. You agree that we shall not be in breach of our obligations to you hereunder if we are prevented from performing such obligations by reason of the breach or other failure by any such Vendor to perform its obligations to us in accordance with the terms of such Vendor’s agreement with us.
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, or proceeding ("Third-Party Claim") that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Provider or authorized by Provider in writing; (iv) modifications to the Services not made by Provider; (v) a breach of Section 4 of this Agreement, or (vi) use of the Services in violation of any Applicable Laws, 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.
(a) 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 until one (1) year from such date (the "Initial Term"). This Agreement will automatically renew for additional successive terms of the same length as the Initial Term unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term"). Notice shall be considered delivered and effective on the earlier of actual receipt or when (a) personally delivered; (b) the day following transmission if sent by facsimile when followed by written confirmation by overnight carrier or certified United States mail; or (c) one (1) day after posting when sent by overnight carrier; or (d) five (5) days after posting when sent by certified United States mail. Notwithstanding the foregoing, an online termination process may be made available on our web site. If no such online termination process is made available, however, then the above requirements for notification shall be in effect for all such notices of your intent to terminate the Services. Notwithstanding any other provision of this Agreement to the contrary, we shall not be liable to you or any third party, or responsible for any charges incurred for the termination of services you obtain from third-party providers.
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. (b) 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.
Our trademarks, websites, corporate names, trade names, domain names, logos, and service marks (“Marks”) are the property of Pipes.
1801 E. 51st Street Unit 365-404
Austin, TX 78723