PipeIt Inc 

Terms of Service

This Terms of Service (“Agreement”) is between PipeIt Inc. (“PipeIt”) and the named customer (“Customer”) and is effective as of the date identified in the Order (“Effective Date”).

This Agreement allows Customer and its Affiliates to purchase access to PipeIt’s subscription Service under one or more Orders.

1.Overview

PipeIt is a connected workspace designed for revenue teams, helping salespeople save time on Salesforce grunt work and become top performers. With clients like Asana, BigCommerce, and Intercom, PipeIt aligns teams on a single platform, giving salespeople the freedom to sell.

2.Service

2.1. Permitted Use. During the Subscription Term, Customer can access and use PipeIt for internal business purposes as outlined in their Order, Renewal, and this Agreement, including any usage limits in an Order. This includes using the Software as part of the authorized use of the Service.

2.2. Users. Only Users may access or use the Service. Each User must keep login credentials confidential and not share them with anyone else. Customer is responsible for ensuring its Users comply with this Agreement and take actions through their accounts (excluding misuse of accounts due to PipeIt’s breach of this Agreement). Customer must notify PipeIt promptly if it becomes aware of any compromise of its User login credentials. PipeIt uses User account information as described in its Privacy Policy.

2.3. Administrators. Customer can designate a User as an administrator (or “master” administrator) with control over their PipeIt account, including management of Users and Customer Data, as described in the Documentation. Customer is responsible for its choice of administrators and any actions they take. Customer agrees that PipeIt’s responsibilities do not extend to the internal management or administration of the Service for Customer. PipeIt reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

2.4. Restrictions. Customer cannot (and cannot permit anyone else to) do any of the following: (a) provide access to, distribute, sell or sublicense the Service to a third party, (b) use the Service on behalf of, or to provide any product or service to, third parties, (c) use the Service to develop a similar or competing product or service, (d) scrape, data mine, reverse engineer, decompile, disassemble or seek to discover or access the source code, underlying ideas, underlying user interface techniques or algorithms, or non-public APIs to or unauthorized data from the Service, except to the extent expressly permitted by Law (and then only with prior notice to PipeIt), (e) modify or create derivative works of the Service or copy any element of the Service (other than authorized copies of the Software), (f) remove or obscure any proprietary notices in the Service or otherwise misrepresent the source of ownership of the Service, (g) publish benchmarks or performance information about the Service, (h) interfere with the Service’s operation, circumvent its access restrictions, or conduct any security or vulnerability test of the Service, (i) transmit any viruses or other harmful materials to the Service, (j) allow Users to share User seats, (k) engage in any fraudulent, misleading, illegal, or unethical activities related to the Service, (l) use the Service to store or transmit material that contains illegal, inappropriate, or racially or morally offensive topics or content, (m) remove any proprietary notices or labels. Although PipeIt has no obligation to monitor Customer’s use of the Services, PipeIt may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

3. SLA and Support

During the Subscription Term, the Service will be subject to the SLA (Exhibit A) and PipeIt will provide Support in accordance with the Support Policy (Exhibit B).

4. Customer Data

4.1. Data Use. Customer grants PipeIt the non-exclusive, worldwide right to use, copy, store, transmit, display and modify Customer Data, but only as necessary to provide the Service, Support and any Technical Services to Customer under this Agreement.

4.2. Security. PipeIt uses reasonable technical and organizational measures designed to protect the Service and Customer Data as described in the Security Policy which can be found here https://www.pipeit.ai/security/.

4.3. Personal Data. Each party agrees to comply with the DPA. Sent under separate cover along with the SOC2 Report after a signed NDA.

4.4. Disaster Recovery and Business Continuity. PipeIt has and will maintain a disaster recovery and business continuity plan. Sent under separate cover along with the SOC2 Report after a signed NDA.

4.5 Certain information, including part of the User Content, may be received by the Company, inter alia, via: (i) access by the Company to third party real-time communication software (e.g. Zoom, Google Meet, Microsoft Teams), and access by the Company to other third party software storing User Content (collectively, “Third Party Software”); (ii) an API to the End User’s CRM or other End User’s servers or services (“End User CRM”); or (iii) any other agreed means of communication (including emails).

6. Suspension of Service

Where necessary, PipeIt may suspend Customer's access to the Service and related services if Customer breaches Section 2.4 (Restrictions) or Section 5 (Customer Obligations), if Customer's account is 20 days or more overdue, or if Customer's actions pose a risk of harm to other customers or the security, availability, or integrity of the Service. PipeIt will make reasonable efforts to provide Customer with prior notice of the suspension. Once the issue requiring suspension is resolved, PipeIt will promptly restore Customer's access to the Service in accordance with this Agreement.

7. Third-Party Platforms

7.1. Customer may choose to use the Service with Third-Party Platforms. The use of Third-Party Platforms is subject to the customer's agreement with the relevant provider and not this Agreement. PipeIt does not warrant, support, control, and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability or how the Third-Party Platforms or their providers use Customer Data. If Customer enables a Third-Party Platform with the Service, PipeIt may access and exchange Customer Data with the Third-Party Platform on Customer's behalf.

7.2. The Service may contain features designed to interoperate with Third-Party Platforms. PipeIt cannot guarantee the continued availability of such Service features and may cease providing them without entitling Customer to any refund, credit, or other compensation. For example, if the provider of a Third-Party Platform ceases to make the Third-Party Platform available for interoperation with the corresponding Service features in a manner acceptable to PipeIt.

8. Technical Services

Any purchased Technical Services are as described in the relevant Order. Any Technical Services deliverables relate to the configuration or use of the Service. Customer may use Technical Services deliverables only as part of its authorized use of the Service, subject to the same terms as for the Service in Section 2 (The Service) and Section 5 (Customer Obligations).

9. Commercial Terms

9.1. Subscription Term. Unless otherwise specified in the applicable Order (monthly billing or annual billing), each Subscription Term will renew for successive 12-month periods, unless either party gives the other party notice of non-renewal at least 90 days before the current Subscription Term ends.

9.2. Fees and Taxes. Fees for PipeIt's services are specified in each Order, and reimbursable expenses are invoiced in arrears. The invoice schedule is set out in the Order, and unless otherwise stated, all fees and expenses are due within 30 days of the invoice date. Fees for renewals are charged at PipeIt's current rates, even if previous Orders had discounted pricing. Late payments will incur a service charge of 1.5% per month or the maximum amount allowed by law, whichever is less. All fees and expenses are non-refundable except as provided in Section 10.2 (Warranty Remedy), Section 14.4 (Mitigation and Exceptions), and the SLA. Customer is responsible for any Taxes that apply to their Orders, except for PipeIt's income tax. Fees and expenses do not include Taxes.

9.3. Usage Limits. The services provided by PipeIt are subject to usage limits, such as the number of user seats, specified in the Order or self-serve online orders. If the Customer exceeds the usage limits set forth on the Order Form or incurs additional fees based on their usage per the terms of this Agreement, they will be billed for such usage and will need to pay the additional fees at their current rate, in the same manner provided in the Order.

9.4. Fee changes. PipeIt reserves the right to change Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email).

9.5. Fee disputes. If the Customer believes that PipeIt has billed them incorrectly, they must contact PipeIt within 60 days after the closing date on the first billing statement where the error or problem appeared, and provide sufficient justification in order to receive an adjustment or credit. Inquiries should be directed to PipeIt's customer support department.

9.6. Affiliate Orders. An Affiliate of the Customer may enter their own Order(s) as agreed with PipeIt. This creates a separate agreement between the Affiliate and PipeIt incorporating this Agreement with the Affiliate treated as "Customer." Neither the Customer nor any Customer Affiliate has any rights under each other’s agreement with PipeIt, and the breach or termination of any such agreement is not a breach or termination under any other.

10. Warranties and Disclaimers

10.1. Limited Warranty. PipeIt guarantees to Customer that:

(a) the Service will perform as described in the Documentation and PipeIt will not materially reduce the overall functionality of the Service during a Subscription Term (the "Performance Warranty"); and

(b) PipeIt will provide Technical Services in a professional and workmanlike manner (the "Technical Services Warranty").

10.2. Warranty Remedy. If PipeIt violates Section 10.1 (Limited Warranty) and Customer submits a reasonably detailed warranty claim within 30 days of discovering the issue, then PipeIt will make reasonable efforts to correct the non-conformity. If PipeIt is unable to do so within 60 days of Customer's warranty claim, either party may terminate the affected Order as relates to the non-conforming Service or Technical Services. PipeIt will then refund any prepaid, unused fees to Customer for the terminated portion of the Subscription Term (for the Performance Warranty) or for the non-conforming Technical Services (for the Technical Services Warranty). These procedures are the only recourse for Customer and represent PipeIt's entire liability for any breach of the warranties in Section 10.1. These warranties do not apply to (a) issues caused by misuse or unauthorized modifications, (b) issues in or caused by Third-Party Platforms or other third-party systems or (c) Trials and Betas or other free or evaluation use.

10.3. Disclaimers. Except as expressly provided in Section 10.1 (Limited Warranty), the Service, Support, Technical Services and all related PipeIt services are provided "AS IS." PipeIt and its suppliers make no other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Without limiting its express obligations in Section 3 (SLA and Support), PipeIt does not warrant that Customer's use of the Service will be uninterrupted or error-free, or that the Service will meet Customer's requirements, operate in combination with third-party services used by Customer, or maintain Customer Data without loss. PipeIt is not liable for delays, failures, or problems inherent in the use of the Internet and electronic communications or other systems outside PipeIt's control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.

11. Term and Termination.

11.1. Term. This Agreement starts on the Effective Date and continues until expiration or termination of all Subscription Terms.

11.2. Termination. Either party may terminate this Agreement (including all Orders) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

11.3. Effect of Termination. Upon expiration or termination of this Agreement or an Order, Customer's access to the Service and Technical Services will cease, other than limited use of the Service to export Customer Data as described in Section 4.4 (Data Export). At the disclosing party's request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party's Confidential Information (excluding Customer Data, which is addressed in Section 4.4). Customer Data and other Confidential Information may be retained in the receiving party's standard backups after deletion but will remain subject to this Agreement's confidentiality restrictions.

11.4. Survival. These Sections survive expiration or termination of this Agreement: 2.4 (Restrictions), 4.4 (Data Export), 5 (Customer Obligations), 9.2 (Fees and Taxes), 10.3 (Disclaimers), 11.3 (Effect of Termination), 11.4 (Survival), 12 (Ownership), 13 (Limitations of Liability), 14 (Indemnification), 15 (Confidentiality), 16 (Required Disclosures), 19 (General Terms), and 20 (Definitions). Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

12. Ownership

Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for PipeIt’s use rights in this Agreement, between the parties Customer retains all intellectual property and other rights in Customer Data and Customer Materials provided to PipeIt. Except for Customer’s use rights in this Agreement, PipeIt and its licensors retain all intellectual property and other rights in the Service, any Technical Services deliverables and related PipeIt technology, templates, formats and dashboards, including any modifications or improvements to these items made by PipeIt. PipeIt may generate and use Usage Data to operate, improve, analyze and support the Service and for other lawful business purposes. If Customer provides PipeIt with feedback or suggestions regarding the Service or other PipeIt offerings, PipeIt may use the feedback or suggestions without restriction or obligation.

13. Limitations of Liability.

13.1. Consequential Damages Waiver. Except for Excluded Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.

13.2. Liability Cap. Except for Excluded Claims, each party’s (and its suppliers’) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to PipeIt during the prior 12 months under this Agreement.

13.3. Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Sections 2.4 (Restrictions) or 5 (Customer Obligations), (b) either party’s breach of Section 15 (Confidentiality) (but excluding claims relating to Customer Data) or (c) amounts payable to third parties under the indemnifying party’s obligations in Section 14 (Indemnification).

13.4. Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 13 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

14. Indemnification.

14.1. Indemnification by PipeIt. PipeIt will defend Customer against any third-party claim alleging that the Service, when used by Customer as authorized in this Agreement, infringes a third party’s patent, copyright, trademark, or trade secret. PipeIt will indemnify and hold harmless Customer against any damages or costs awarded against Customer or agreed in settlement by PipeIt resulting from the claim, including reasonable attorney fees.

14.2. Indemnification by Customer. Customer will defend PipeIt against any third-party claim resulting from Customer Data, Customer Materials or Customer’s breach or alleged breach of Section 5 (Customer Obligations). Customer will indemnify and hold harmless PipeIt against any damages or costs awarded against PipeIt or agreed in settlement by Customer resulting from the claim, including reasonable attorney fees.

14.3. Procedures. The indemnifying party’s obligations in this Section 14 are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim, and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Service when PipeIt is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

14.4. Mitigation and Exceptions. In response to an actual or potential infringement claim, if required by settlement or injunction or as PipeIt determines necessary to avoid material liability, PipeIt may at its option: (a) procure rights for Customer’s continued use of the Service, (b) replace or modify the allegedly infringing portion of the Service to avoid infringement without reducing the Service’s overall functionality, or (c) terminate the affected Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. PipeIt’s obligations in this Section 14 do not apply (1) to infringement resulting from Customer’s modification of the Service or use of the Service in combination with items not specified in the Documentation or provided by PipeIt (including Third-Party Platforms), (2) to infringement resulting from Software other than the most recent release, (3) to unauthorized use of the Service, (4) if Customer settles or makes any admissions about a claim without PipeIt’s prior consent, (5) if Customer continues to use the Service (or any element thereof) after being notified of allegedly infringing activity or informed of modifications that would have avoided the alleged infringement, (6) to Trials and Betas or other free or evaluation use or (7) to the extent the alleged infringement is not caused by the particular technology or implementation of the Service but instead by features common to any similar service. This Section 14 sets out Customer’s exclusive remedy and PipeIt’s entire liability regarding infringement of third-party intellectual property rights.

15. Confidentiality.

15.1. Definition. “Confidential Information” refers to any information disclosed by one party to the other under this Agreement, which is designated as proprietary or confidential, or that should be reasonably understood as such due to its nature and the circumstances of its disclosure. PipeIt’s Confidential Information includes the terms and conditions of this Agreement, as well as any technical or performance information about the Service. Customer’s Confidential Information includes Customer Data.

15.2. Obligations. As the receiving party, each party will (a) keep Confidential Information confidential and not disclose it to third parties, except as permitted in this Agreement, including Section 4.1 (Data Use), and (b) use Confidential Information only to fulfill its obligations and exercise its rights under this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors, and other representatives who have a legitimate need to know (including, for PipeIt, the subcontractors referenced in Section 19.9), provided that it remains responsible for their compliance with this Section 15, and they are bound to confidentiality obligations no less protective than this Section 15.

15.3. Exclusions. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it knew or possessed rightfully prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations, or (d) it independently developed without using the disclosing party’s Confidential Information.

15.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 15.

16. Required Disclosures.

This Agreement does not restrict either party from disclosing Confidential Information, including Customer Data, if required by Law, subpoena, or court order. However, if allowed by Law, the party making the disclosure must inform the other party beforehand and cooperate in seeking confidential treatment.

17. Trials and Betas.

If the Customer gains access to PipeIt or its features for free, trial, alpha, beta, or early access purposes ("Trials and Betas"), it can only be used for internal evaluation by the Customer during the designated period specified by PipeIt (or 30 days if not designated). Either party can terminate Trials and Betas at any time for any reason, and they may contain incomplete, inoperable or unreleased features, which are considered PipeIt's Confidential Information. PipeIt provides no warranty, indemnity, SLA or support for Trials and Betas, and its liability for Trials and Betas will not exceed CDN$50.

18. Publicity.

Unless required by Law, neither party can publicly announce this Agreement without the other party's consent. However, PipeIt may include Customer and its trademarks in its customer lists and promotional materials, but it will stop such use upon the Customer's written request.

19. General Terms.

19.1. Assignment. Without prior consent from the other party, neither PipeIt nor the Customer can assign this Agreement, except in the case of a merger, acquisition, reorganization or transfer of all or substantially all of their assets or voting securities. Any assignment that is not permitted is null and void. This Agreement is binding on and benefits the permitted successors and assigns of each party.

19.2. Governing Jurisdiction and Dispute Resolution. Disputes, causes of action, or claims arising from this Agreement or the use of PipeIt's Services, including against PipeIt, will be governed by Indian law applicable in India and the laws of the Province of India, without applying conflict-of-law principles. If the Customer violates this Agreement, PipeIt's rights or the rights of another person, in addition to any other remedy, PipeIt can seek an injunction or injunctions from a court to prevent breaches of this Agreement or to enforce the performance of its terms and provisions. The Customer will reimburse PipeIt for reasonable legal fees associated with this. Any Dispute between the Customer and PipeIt will be resolved exclusively through confidential, binding arbitration before a single arbitrator, who is chosen by the Customer and PipeIt. The Customer must provide PipeIt with written notice of any Dispute. If an arbitrator is not selected by both parties within 15 days of receiving the notice, both parties agree to ask the Indian Council of Arbitration (ICA) to appoint one. The arbitration will be conducted in Room No.112, 1st Floor, Federation House, Tansen Marg, New Delhi under the Arbitration Act (India), and will follow the Domestic Commercial Arbitration Rules of the ICA. The arbitrator has the authority to determine how costs are divided between the Customer and PipeIt. The arbitrator has the right to accept any type of evidence deemed appropriate and to make a fair and equitable award based on legal and equitable principles, including an injunction to prevent the Customer or PipeIt from performing certain actions or an award of damages. The arbitrator's award can be entered into the registry of the Room No.112, 1st Floor, Federation House, Tansen Marg, New Delhi, and enforced in the same way as a court order, subject to the enforcing jurisdiction's laws. Dispute resolution proceedings will be conducted only on an individual basis, not in a class, consolidated, or representative action. The Customer and PipeIt each waive any right to a trial by jury.

20. Definitions.

“Affiliate” refers to an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

“Customer Data” refers to any data, content or materials that Customer (including its Users) creates within or submits to the Service, including from Third-Party Platforms.

“Customer Materials” refers to materials, systems and other resources that Customer provides to PipeIt in connection with Technical Services.

“Laws” refers to all relevant local, provincial, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical or personal data.

“Order” refers to an order for access to the Service, Support, Technical Services or related services that is executed by the parties and references this Agreement, including any Renewal.

“Renewal” refers to the renewal of an Order.

“Policies” refers to the [Privacy Policy, Security Policy, Support Policy and SLA].

“Privacy Policy” refers to the Privacy Policy of PipeIt, the current version of which can be found here [https://www.pipeit.ai/privacy-policy/]

“Security Policy” refers to the PipeIt Security Policy, the current version of which can be found here https://www.pipeit.ai/security/

“Service” refers to PipeIt's proprietary cloud service, as identified in the relevant Order and as modified from time to time. The Service includes the Software but does not include Technical Services deliverables or Third-Party Platforms.

“SLA” refers to the PipeIt Service Level Agreement, the current version of which can be found in Exhibit A.

“Software” refers to any PipeIt client software, scripts, apps or other code provided to Customer by PipeIt for use with the Service.

“Subscription Term” refers to the term for Customer’s use of the Service as identified in an Order. “Support” refers to support for the Service as described in the Support Policy.

“Support Policy” refers to the PipeIt Support Policy, the current version of which can be found in Exhibit B.

“Technical Services” refers to any training, customer onboarding, enablement or other technical services provided by PipeIt related to the Service, as identified in an Order.

“Third-Party Platform” refers to any platform, add-on, service or product not provided by PipeIt that Customer elects to integrate or enable for use with the Service.

“Usage Data” refers to PipeIt's technical logs, data and learnings about Customer’s use of the Service, but excluding Customer Data.

“User” refers to any individual that Customer or its Affiliate permits or invites to use the Service, as further described in the Documentation.

Exhibit A: Service-level agreement

The Services provided by PipeIt shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond PipeIt's control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and PipeIt's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, PipeIt will credit Customer 5% of Service fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to PipeIt) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify PipeIt in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. PipeIt will only apply a credit to the month in which the incident occurred. PipeIt's blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of PipeIt to provide adequate service levels under this Agreement.

Exhibit B: Support policy

PipeIt will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 8:00 pm Eastern time, with the exclusion of Federal Holidays ("Support Hours").

Customer may initiate Support through the PipeIt platform via the Intercom support interface. PipeIt will use commercially reasonable efforts to respond to all Support requests within 1 business hour.