Pipe Technologies, Inc. Terms of Service

Scope and Acceptance of Terms of Service

These Terms of Service (“Terms of Service”) govern your engagement with products and services offered by Pipe Technologies Inc. and its affiliates, service providers, successors, and assigns (collectively, except where noted, “Pipe”, “we”, “our”, or “us”).

You become subject to these Terms of Service by: (i) expressly acknowledging and accepting them through use of Pipe’s products and services (e.g., in the course of registering for a Pipe account or obtaining a Pipe service); (ii) using or accessing the website located at www.pipe.com and any subdomain thereof (“Site”) and/or; (iii) using or accessing Pipe’s capital platform (“Pipe Dashboard”), which may be used or accessed via the Site or embedded on our Partner’s platforms. If you do not agree to these Terms of Service, you should exit the Site and/or Pipe Dashboard and not make any use of Pipe’s products or services. 

To make these Terms of Service easier to read, the Site and Pipe’s products and services, as well as any applications accessible via the Site, including the Pipe Dashboard, are collectively called the “Services”. If you are accessing the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms of Service, and "User" (or “you” and “your” as the context may require) will refer both to that entity and to you as an individual.

The Services are operated by Pipe. By expressly accepting these Terms of Service, you, the User, signify that you have read, understand and agree to be bound by these Terms of Service. To the extent permitted by law, you also accept these Terms of Service by continuing to access or use the Site, the Pipe Dashboard, or any other Services through which these Terms of Service apply after these Terms of Service have been made reasonably available to you by hyperlink or otherwise.

In addition to these Terms of Service, you may enter into other agreements with us or our affiliates that will govern your use of specific aspects of the Services offered by us or our affiliates, such as (without limitation), agreements relating to advances you may request or other financing arrangements applicable to the Services (collectively, “Other Pipe Agreement(s)”). If there is any contradiction between these Terms of Service and any Other Agreement you enter into for specific aspects of the Services, the Other Agreement shall take precedence in relation to the specific aspects of the Services to which it applies.

As part of our Services, we may provide you with analysis or estimates. Any such information or data is illustrative and for informational purposes only. We base our analysis and estimates on certain assumptions and data that might be available to us. Our analysis and estimates are uniquely ours and are not endorsed by any third-party partner. Furthermore, any analysis or estimate is determined by our own proprietary methodology. As such, we may change, alter, or modify any methodology at any time and elect to emphasize, ignore, or alter certain factors in our sole and absolute discretion.

Our Services are intended to be utilized within the United States or United Kingdom (where they are accessed from the United Kingdom). We make no representations or warranties that the information, data products, or services provided through our Services, or the Services Content, are appropriate for other jurisdictions. If necessary, we reserve the right to limit the availability of our Services to any person, geographic area, or jurisdiction, at any time and in our sole discretion.

If you are using the Services in the United Kingdom, the additional terms set out in the ‘Local Law Amendments; United Kingdom section below also apply.

Changes to these terms of service

We may make changes to these Terms of Service, including by deleting or modifying existing terms or adding new ones (including new terms addressing your or our rights in the event of a dispute), from time to time. If we do this, we will post the changed Terms of Service on the Site and will indicate at the top of this page the date the Terms of Service were last revised. If a change is materially adverse to you, or if required by applicable law, we also will provide you with notice of the change by email or other reasonable method. If you wish to reject a change, you must contact us before the effective date of the change to request termination of your account. You understand and agree that your continued maintenance of your account or your continued use of the Services after the effective date of the change constitutes your acceptance of the new Terms of Service.

Consequences of violating terms

If you violate any of these Terms of Service or any Other Pipe Agreement, Pipe may terminate your access and use of Services, and delete your account and any content, data, or information that you have posted on the Services and/or prohibit you from using or accessing the Services (or any portion, aspect, or feature of the Services), at any time in its sole discretion, with or without notice.

Eligibility to use services

Eligibility: General

The Services are intended solely for businesses with recurring revenues that are based in the United States or the United Kingdom that are in good standing in each jurisdiction in which they are registered to conduct business and that are not otherwise barred from using the Services under applicable law. The Services are not intended for consumers or personal use.

Eligibility: Specific Conditions

Use of the Services is limited to businesses meeting all of the following criteria (“Eligible Users”):

• The User operates a business in the United States or the United Kingdom.

• The User is a business entity lawfully formed or a sole proprietor or sole trader, in good standing, and in compliance with all applicable laws of the jurisdiction(s) in which it operates or an individual engaging with Pipe Services on behalf of, and with appropriate authority from, such an entity.

• Any individuals associated with the User who engage with Pipe Services are 18 years of age or older (or have otherwise reached the age of majority in the User’s jurisdiction to lawfully engage with the Services and enter into binding agreements).

• Neither the User nor any of its relevant associated individuals are subject to United States or United Kingdom sanctions regimes that would prohibit or restrict Pipe from offering Services to the User.

• The User does not engage in business in any of Pipe’s Prohibited Industries. More information regarding our Prohibited Industries can be found at https://pipe.com/help. 

• The User does not intend to, and does not, use Pipe Services to engage in any of Pipe’s Prohibited Transactions. More information regarding Prohibited Transactions can be found at https://pipe.com/help.

Eligibility: Additional Requirements for Specific Pipe Services

Specific aspects of the Services may be subject to additional requirements, including you continuing to meet (at Pipe’s sole determination) Pipe’s evaluation requirements from time to time, as further stated in any relevant Other Agreement(s).

General restrictions on use of the services

You represent, warrant, and agree that no materials of any kind submitted through your account or otherwise posted or shared by you through the Services will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights; or contain libelous, defamatory, fraudulent, or otherwise unlawful material. 

You further agree not to harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Additionally, you agree not to use automated scripts to collect information or data from the Services for any other purpose. 

You further agree that you may not use the Services in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Services. 

In addition, you agree not to use the Services to:

• Upload, post, transmit, share, store, or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable;

• Except where authorized by Pipe, register for more than one User account, or operate a User account on behalf of or for the benefit of any person or entity who is not eligible to register for or operate a User account in their own name;

• Operate or otherwise utilize an account for any purpose prohibited by law or regulation, any activity which you are not duly authorized to conduct, or for any purpose prohibited by any other agreement between you and Pipe or a Partner     

• Impersonate any person or entity, or falsely state or otherwise misrepresent yourself, or your affiliation with or authority to act on behalf of any person or entity;

• Upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of commercial or non-commercial solicitation or bulk communications of any kind to any Pipe member or third party;

• Upload, post, transmit, share or otherwise make available any material that contains software viruses or any other malicious or tracking computer code, files or programs designed to track, interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

• Upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law;

• Use or attempt to use another's account, service, or system without authorization from that person and Pipe, or create a false identity on the Services; or 

• Upload, post, transmit, share, store, or otherwise make available content that, in the sole judgment of Pipe, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Pipe or its users to any harm or liability of any type;

• Use any automated means to access this Site or collect any information or data from the Services (including, without limitation, robots, spiders, scripts, or other automatic devices or programs);

• Frame the Site, utilize framing techniques to enclose any Services Content or other proprietary information or data, place pop-up windows over this Site's pages, or otherwise affect the display of this Site's pages;

• Engage in the practices of "screen scraping," "database scraping" or any other activity with the purpose of obtaining content or other information or data;

• Use data provided by Pipe, provided in any manner whatsoever, for any competing uses or purposes. You further agree that you have never used data, provided in any manner whatsoever, from Pipe in the past to compete with the products or services of Pipe; or

• Use the Services in any manner that violates applicable law or that could damage, disable, overburden, or impair the Services or interfere with any other party's use and enjoyment of the Services.

User Accounts

For certain features of the Services, you’ll need an account.

Conditions of Account Registration, Access, and Maintenance

By registering for, accessing, or maintaining an account with the Services, you represent, warrant, covenant, and agree that:

• Any information or data you provide to us, both when you register and, in the future (collectively, “Registration Data”), is and will be true, accurate, current, and complete;

• You will keep all Registration Data (including, but not limited to, contact information, business identification information, and authorized representative information) true, accurate, current, and complete at all times;

• You are an Eligible User and will remain an Eligible User for the life of your account;

• You will provide such information and documentation as Pipe (or its Partners and service providers) may request to establish and/or verify your identity, your authority to enter into binding agreements (both for yourself and any business to purport to represent), your business’ legal existence and good standing in any jurisdiction, and/or your general eligibility to use the Services;

• You will promptly notify Pipe of any circumstances that render you or your business ineligible for the Services; 

• You will grant (or procure the grant of) such access as Pipe may require to connect to any appropriate data sources in order to supply the Services to you, including (without limit) any third party payroll service, bank, recurring revenue subscription software, or payment processing services that you use. You will provide, and shall procure that any such third party provides, Pipe with all necessary cooperation in connection with the same. The supply of the Services by Pipe is conditional upon such access and cooperation;

• You will not represent or portray your business or entity as being affiliated with Pipe in any capacity other than being a User of the Services without Pipe's prior written consent; and

• You comply with the requirements of these Terms of Service and will continue to do so for the life of your account.

Account use and security of credentials

In consideration of your use of the Services, you agree to be fully responsible for all use of your account and for any actions that take place using your account. As part of your obligation to Pipe with respect to any registered account, you agree to maintain the security of any business information and account credentials that may be used to access your account, including but not limited to your personal and business’ identifying information, your username, and your password. In the event that a third party gains access to your username or password, you should notify us immediately by emailing notice@pipe.com and promptly take any action available through self-service means (such as changing your password) to protect your account. We are not liable for any loss resulting from your failure to protect the confidentiality of username, password, or other account credentials.

Additional account-related authorizations

By registering for an account with the Services, you further confirm the following:

You understand that Pipe may use and analyze your information and data in order to (a) provide you with capital offers; (b) monitor your eligibility for future capital offers; (c) provide you with a better experience; (d) provide you with customized recommendations; (e) serve you targeted offers and advertisements; (f) run statistical analysis; and (g) aggregate your data and publish results in a way that cannot identify you individually.

You further acknowledge and agree that Pipe may disclose certain of your data (including Registration Data as defined below and/or User Content) (i) to Pipe’s Partners for business or marketing purposes, including if you were referred to the Services from a Partner of Pipe or if you signed up for Pipe in connection with your use of a third-party service that provides an integration with Pipe; and (ii) to third parties as reasonably necessary (in Pipe’s good-faith discretion) to provide and maintain the Services, and as otherwise required by applicable law.

License to use site and intellectual property matters

Proprietary rights in services content; Limited license

All content on the Services, including but not limited to designs, text, graphics, pictures, video, data, information, software, music, sound and other files, and their selection and arrangement (the “Services Content”), are the proprietary property of Pipe or its licensors with all rights reserved. No Services Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Pipe’s prior written permission, except as provided in the following sentence and except that the foregoing does not apply to your own User Content (as defined below). Provided that you are eligible for use of the Services, you are granted a limited, non-exclusive, fully revocable license to access and use the Services and to download or print a copy of any portion of any content on the Site solely for your use in connection with your use of the Services, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content (as defined below), you may not republish Services Content on any Internet, Intranet, or Extranet site or incorporate the information in any other database or compilation, and any other use of the Services Content is strictly prohibited. Any use of the Services or the Services Content other than as specifically authorized herein, without the prior written permission of Pipe, is strictly prohibited and, without prejudice to any other rights available to Pipe, will terminate the license granted herein. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable by us at any time without notice and with or without cause.

We may terminate, disable or throttle your access to, or use of, the Services at any time without notice for any reason, with or without cause at our sole discretion.

Trademarks

“Pipe” and otherPipe graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks, or trade dress of Pipe in the U.S. and/or other countries. Pipe's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Pipe.

Copyright Complaints

If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to notice@pipe.com.

User Content

You are solely responsible for the personal or business information, data photos, profiles, messages, notes, text, music, video, contact information for you or others, advertisements or other content that you upload, publish, provide or display (hereinafter, "post") on or through the Services (collectively the "User Content"). You understand and agree that Pipe may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole judgment of the Company violates these Terms of Service, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of other users or others.

By posting User Content on or through the Services, you automatically grant, and you represent and warrant that you have the right to grant, to Pipe an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, modify, create derivative works, reformat, translate, excerpt (in whole or in part), and distribute such User Content in connection with operating and providing the Services, including in connection with underwriting, risk management, and marketing activities. You may remove your User Content from the Services at any time. If you choose to remove your User Content, the license granted above will not expire.

Feedback

You may, from time to time, provide Pipe with any suggestions, comments, feedback, or the like with regard to the Services (collectively, “Feedback”).  You hereby grant Pipe a perpetual, irrevocable, worldwide, fully-paid up, sub-licensable, royalty free right and license to use and exploit all Feedback in connection with Pipe’s business purposes, including, without limitation, the testing, development, maintenance, and improvement of the Services.

New Features

Pipe may grant you a limited, revocable, non-transferable, and non-sublicensable license to access and use new features that are marked as alpha or beta versions during a limited period of time for demonstration, testing, or evaluation purposes (a “New Feature”). A New Feature may be unstable or incomplete, changed in backward-incompatible ways, have significant design issues, and not be guaranteed to be released and generally available. 

The terms of this section supersede any conflicting terms and conditions in these Terms of Service with respect to any New Feature. Pipe may suspend or terminate the license granted in this section at any time and for any or no reason without notice. You acknowledge and agree that a New Feature may be disabled after the expiration or termination of the evaluation period.

Other important terms and disclosures

Electronic transactions and disclosures

Because Pipe operates only on the Internet, you acknowledge that, should you use the Services, it is necessary to transact business with us online and electronically. As part of doing business with us or with our bank, payment, third-party referral or embedded       partners (each, a “Partner”), we may need to obtain your signature to perform certain functions. In order to do this, we first need your consent to use electronic records and signatures. By providing your consent, you agree that we may send you any and all Communications in an electronic form. “Communications” means each disclosure, notice, agreement, undertaking, fee schedule, periodic statement, record, document, or other information we provide to you (“Disclosures”), or that you sign or submit or agree to at our request, in connection with your relationship with us. You also consent to the use of electronic signatures as part of our transactions with you. 

By agreeing to these Terms of Service, you confirm your ability and agree to receive electronically all Disclosures from us or a Partner, rather than in paper form. In our sole discretion, the Communications we provide to you, or that you sign or agree to at our request, may be in electronic form (“Electronic Records”). We may also use electronic signatures and obtain them from you as part of our transactions with you. Electronic Records may be delivered to you in a variety of ways. These various delivery methods may include email or posting on a website that we designate. By agreeing to these Terms of Service, you agree to use electronic records and signatures, which may include clicking a checkbox or a button.

You may withdraw your consent to receive Communications in electronic form at any time by contacting us at notice@pipe.com. If you do withdraw your consent, we will send subsequent Communications to you in writing to the most current mailing address we have for you in our records.  If you withdraw your consent or refuse to provide it, we will be unable to provide certain services to you. If you require paper copies of such Disclosures, please email us at notice@pipe.com.

Doing Business Electronically. You confirm that you have the required hardware and software capabilities needed to use the Services.

Change in Your Contact Information. You will keep us informed of any change to your email address, telephone number, and primary business address.

Customer Communications

By accepting these Terms of Service, you acknowledge that it is necessary to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes in connection with the provision of the Services, at any telephone number, or physical or electronic address you provide or at which you may be reached. You agree we may contact you in any way, including SMS messages (including text messages), calls using pre-recorded messages or artificial voice, and calls and messages delivered using auto telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine, voice mail, or send one via text. You certify, warrant and represent that the telephone numbers that you have provided to us are your numbers and do not relate to another individual or business. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us. You agree to alert us whenever you stop using a particular telephone number.

To unsubscribe from text messages at any time, reply STOP to any text message you receive from Pipe. You acknowledge that following such a request to unsubscribe, you may receive one final text message from Pipe confirming your request. For help, contact us at notice@pipe.com.

TELEMARKETING CALLS: For marketing calls, texts, and emails (i) we, our agents, representatives, affiliates, third parties, and anyone calling on our behalf may call, email, or SMS message (including text message) you at the numbers and addresses you have provided for purposes of describing goods and services that may be of interest to you, offered by us, our affiliates and/or third parties; (ii) these calls, text, and email messages may be made using an automatic dialing or email system technology and/or involve prerecorded and/or artificial voice messaging. To the extent that we process your personal data in making any such calls, we will do so in accordance with our Privacy Policy. 

CALL RECORDING AND MONITORING: You acknowledge that is necessary for us to record and monitor, for quality assurance, training, risk management and/or collection purposes, any call that you place with us (or our agents, representatives, affiliates, third parties or anyone calling on our behalf) or that we (or our agents, representatives, affiliates, third parties or anyone calling on our behalf) place to you.

Fighting terrorism and money laundering

IMPORTANT INFORMATION YOU NEED TO KNOW ABOUT OPENING A NEW ACCOUNT

To help fight the funding of terrorism and money laundering activities, applicable law requires financial institutions to obtain, verify, and record information that identifies each person who opens an account. 

Miscellaneous terms

‍Links to other web sites and content

The Site contains (or you may be sent through the Services) links to other websites ("Third Party Sites"), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, data, software, and other content belonging to or originating from third parties (the "Third Party Content"). Such Third-Party Sites and Third-Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Sites or Third Party Content accessed through the Services, including without limitation the content, accuracy, offensiveness, opinions, reliability, or policies of or contained in the Third-Party Sites or the Third-Party Content. Inclusion of or linking to any Third-Party Site or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Sites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.

Privacy

Pipe processes personal data in accordance with its Privacy Policy, which is available at https://www.pipe.com/privacy-policy.

Disclaimers

None of Pipe's, its parent, any of its affiliates, subsidiaries, providers, or their respective officers, directors, employees, agents, independent contractors, or licensors (collectively the "Pipe Parties") guarantees the accuracy, adequacy, timeliness, reliability, completeness, or usefulness of any of the Services Content and the Pipe Parties disclaim liability for errors or omissions in the Services Content.

THE SERVICES AND ALL OF THE SERVICES CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OF YOUR USE OF THE SERVICES CONTENT. THE PIPE PARTIES DO NOT WARRANT THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Although we provide rules for User conduct and postings, we do not control and are not responsible for any User Content. Pipe is not responsible for the conduct, whether online or offline, of any user of the Services. Pipe cannot guarantee and does not promise any specific results from use of the Services to obtain an advance.

The Services may be temporarily unavailable from time to time for maintenance or other reasons. Pipe assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. Pipe is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Services or combination thereof, including injury or damage to Users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will Pipe be responsible for any loss or damage to any User Content.

Pipe reserves the right to change any and all content contained on the Services at any time without notice. Reference to any products, services, processes, or other information or data, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof, or any affiliation therewith, by Pipe.

Limitation on liability

IN NO EVENT WILL PIPE OR ANY PIPE PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES OR ANY OF THE SERVICES CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICES, EVEN IF PIPE IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PIPE'S LIABILITY TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICES OR ANY OF THE SERVICES CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO, AS APPLICABLE (A) THE HIGHER OF (X) THE TOTAL AMOUNTS PAID BY YOU TO PIPE FOR THE SERVICES, OR  (Y) ONE THOUSAND DOLLARS ($1,000); OR (B) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO PIPE, ONE HUNDRED DOLLARS ($100). 

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PIPE AND YOU.

Governing law and forum selection

These Terms of Service and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to these Terms of Service and the Services contemplated hereby shall be governed by, and construed in accordance with, federal law and the laws of the State of Delaware, without regard for conflict of law principles, regardless of what laws govern the parties’ other rights, remedies, liabilities, powers, and duties. Unless you and we agree otherwise, to the greatest extent permitted by law, the state and federal courts in or for Delaware, will have exclusive jurisdiction over any disputes (except for disputes brought in small claims court) that are not subject to arbitration or over any action involving the applicability or enforceability of the arbitration provision below. You and we consent to the jurisdiction of those courts and waive any objections as to personal jurisdiction or venue in those courts or any right to seek to transfer or change venue of any such action to another court.

Arbitration

This arbitration provision is optional. If you do not wish to accept it, you must follow the instructions in paragraph (11) below to reject arbitration. Unless you timely reject arbitration, this arbitration provision is binding on you and us.

(1) Claims Subject to Arbitration: Except as specified in paragraph (2) below, any dispute or claim between you and us must be arbitrated if either party elects arbitration of that dispute or claim. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to:

• claims arising out of or relating to any aspect of these Terms or Use, the Services, the Site, the Pipe Dashboard, or any other aspect of the relationship between you and us, whether based in contract, tort, fraud, misrepresentation, or any other statutory or common-law legal theory; 

• claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising or disclosures for any of our products or services);

• claims asserted in a court of general jurisdiction against you or us, including counterclaims, cross-claims, or third-party claims, that you or we elect to arbitrate;

• claims relating to the retention, protection, use, or transfer of information about you or any of your accounts for any of our products or services;

• claims relating to communications with you, regardless of sender, concerning any of our products or services, including emails and automatically dialed calls and text messages; and

• claims that may arise after the termination of these Terms of Service or your accounts.

In this arbitration provision only, references to "we" and "us" mean Pipe Technologies, Inc. and its past, present, and future parents, subsidiaries, affiliates, and each of these entities’ predecessors, successors, assigns, agents, and employees. In this arbitration provision only, references to "you" mean the User, all authorized or unauthorized users or beneficiaries of the User’s account, each of those person's assignees, heirs, trustees, agents, or other representatives, and if the User is a business, the User’s parents, subsidiaries, affiliates, and each of those entities' predecessors, successors, assigns, agents, and employees. This arbitration agreement does not preclude you or us from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against you or us on the other's behalf. Nor does this arbitration agreement preclude either you or us from exercising self-help remedies and exercising such a remedy is not a waiver of the right to invoke arbitration of any dispute. You and we each waive the right to a trial by jury or to participate in a class action whenever either you or we elect arbitration. This agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of these Terms of Service.

(2) Claims Not Subject to Arbitration: You and we agree that the following disputes or claims cannot be arbitrated:

• disputes over the scope and enforceability of this arbitration provision, whether a dispute or claim can or must be brought in arbitration, or whether paragraph (7) (requiring individual arbitration) or paragraph (8) (regarding coordinated arbitrations) of this arbitration provision have been violated; and

• disputes over whether paragraph (4) (requiring pre-arbitration dispute resolution) has been violated, unless the parties have agreed to submit that dispute to a process arbitrator.

(3) Pre-Arbitration Notice of Disputes and Informal Resolution: Before either you or we commence arbitration, the claimant must first send to the other a written Notice of Dispute ("Notice"). The Notice to us should be sent to: 548 Market St., PMB 93796, San Francisco, CA 94104 ("Notice Address"). The Notice to you will be sent to your address on file with your account. The Notice must include (a) the claimant’s name, phone number, and mailing and email address; (b) the username for any account at issue; (c) a description of the underlying facts and basis of the claim or dispute; and (d) the specific relief sought. The Notice must be personally signed by you (if you are the claimant) or by our representative (if we are the claimant). To safeguard your account, if you have retained a lawyer to submit your Notice, you must also provide with the Notice your personally signed written authorization allowing us to discuss the Notice, the dispute, and your account(s) with your lawyer (“Attorney Authorization”). We may also ask you to verify your identity and the fact that you authorized submission of the Notice or disclosure of account information to your lawyer (“Verification”). You agree to cooperate with any reasonable request for Verification.

Whoever sends the Notice must give the other party 60 days after receipt of a complete Notice (including an Attorney Authorization if you are represented by a lawyer and a Verification if requested) to investigate the claim. During that period, either you or we may request an individualized discussion (by phone call or videoconference) regarding settlement (“Informal Settlement Conference”). You and we must work together in good faith to select a mutually agreeable time for the Informal Settlement Conference (which can be after the 60-day period). You and our representative must both personally participate, unless otherwise agreed in writing. Your and our lawyers (if any) also can participate.

Any applicable statute of limitations or contractual limitations period will be tolled during the “Informal Resolution Period.” The Informal Resolution Period is the number of days between the date that a complete Notice (including an Attorney Authorization if you are represented by a lawyer and a Verification if requested) is received by the other party and the later of (i) 60 days later or (ii) the date the Informal Settlement Conference is completed, if timely requested.

(4) Commencing Arbitration: An arbitration proceeding cannot be commenced until after the Informal Resolution Period has ended and the pre-arbitration requirements in paragraph (3) have been satisfied. (Paragraph (8) has additional requirements for commencing certain coordinated arbitrations.) A court will have authority to enforce this paragraph (4), including the power to enjoin the filing or prosecution of arbitrations without first providing a complete Notice and participating in a timely requested Informal Settlement Conference. The court also may enjoin the assessment or collection of arbitration fees incurred as a result of such arbitrations. Further, unless prohibited by applicable law, the arbitration provider shall not accept nor administer any arbitration nor assess any fees in connection with an arbitration unless the claimant has complied with the Notice and Informal Settlement Conference requirements of paragraph (3). If a process arbitrator has been appointed at the request of a party, the process arbitrator also has the same authority as a court to enforce this paragraph (4).

(5) Arbitration Procedure: The arbitration will be governed by the Commercial Arbitration Rules and, if applicable, the Mass Arbitration Supplementary Rules ("AAA Rules") of the American Arbitration Association ("AAA"), as modified by this arbitration provision, and will be administered by the AAA. (If the AAA is unavailable or unwilling to administer arbitrations consistent with this arbitration provision, another arbitration provider shall be selected by the parties or by the court.) The AAA Rules are available online at www.adr.org or by writing to the Notice Address.

Unless you and we agree otherwise, any arbitration hearings will take place virtually (if available) or in the county of your address on file with your account otherwise. If appropriate, the arbitrator may hold hearings by telephone or videoconference or decide matters on the basis of papers submitted by the parties. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Except as provided in paragraph (7) below, the arbitrator shall apply the same substantive law that a court would apply and can award the same individualized remedies (including punitive and statutory damages and statutory attorney's fees and costs) that a court could award under applicable law. The arbitrator may consider rulings in arbitrations involving different customers, but an arbitrator’s ruling will not be binding in proceedings involving different customers. As in court, you and we agree that any counsel representing someone in arbitration certifies that they are complying with the requirements of Federal Rule of Civil Procedure 11(b), and the arbitrator is authorized to impose any sanctions available under that rule, the AAA Rules, or applicable federal or state law against all appropriate represented parties or counsel.

During the arbitration, the amount of any settlement offer shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you are entitled. If you have complied with the requirements of this paragraph and paragraph (3) and the arbitrator awards you an amount of money that exceeds the value of our last written settlement to you before the appointment of the arbitrator, then we will pay you $1,000.00 in lieu of any smaller award. In determining whether you are entitled to the minimum $1,000.00 recovery, the arbitrator shall not consider amounts offered or awarded for attorneys' fees or costs. Any disputes as to payment of the $1,000.00 minimum recovery shall be resolved by the arbitrator, and must be raised within 14 days of the arbitrator's ruling on the merits.

(6) Arbitration Fees: The AAA Rules will govern the payment and allocation of all AAA filing, administration, case-management, hearing, and arbitrator fees (“AAA Fees”). If you cannot afford your share of AAA Fees, you may request a fee waiver from the AAA. If the AAA declines to waive the fees (after submission of any required documentation), we will consider any reasonable written request to the Notice Address to advance your share of the fees. 

(7) Requirement of Individual Arbitration: The arbitrator may award relief (including damages, restitution, and declaratory or injunctive relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless both you and we agree otherwise, the arbitrator may not consolidate the claims of more than one person (except for the claims of co - or joint account owners pertaining to that account), and may not otherwise preside over any form of a representative, class, or private attorney general proceeding. If, after exhaustion of all appeals, any of these prohibitions on non-individualized relief and proceedings or on consolidation are found to be unenforceable, then all other aspects of the case must be arbitrated first. After completing arbitration, the remaining (non-arbitrable) aspects of the case will then be decided by a court.

(8) Coordinated Arbitrations: If 25 or more claimants submit Notices or seek to file arbitrations raising similar claims and are represented by the same or coordinated counsel (whether the cases are pursued simultaneously or not), all the cases must be resolved in staged proceedings. You agree to this process even though it may delay the arbitration of your claim. In the first stage, we and claimants’ counsel will each select up to 25 cases (50 cases total) to be filed in arbitration and resolved individually by different arbitrators. In the meantime, no other cases may be filed or proceed in arbitration, and the arbitration administrator must not assess or demand payment of fees for the remaining cases or administer or accept them.

The arbitrators are encouraged to resolve the cases within 120 days of appointment or as swiftly as possible thereafter, consistent with fairness to the parties. After the first stage is completed, the parties must engage in a single mediation of all remaining cases, with us paying the mediation fee. If the parties cannot agree how to resolve the remaining cases after mediation, they will repeat the process of selecting and filing up to 50 cases to be resolved individually by different arbitrators, followed by mediation.

If any claims remain after the second stage, the process will be repeated until all claims are resolved, with four differences. First, a total of 100 cases may be filed in the third and later stages. Second, the cases will be randomly selected. Third, arbitrators who decided cases in the first two stages may be appointed in later stages if different arbitrators are not available. Fourth, mediation is optional at the election of claimants’ counsel.

Between stages, counsel will meet and confer regarding ways to improve the efficiency of the staged proceedings, including whether to increase the number of cases filed in each stage. Either party may also negotiate with the arbitration administrator regarding the amount or timing of arbitration fees.

If this paragraph applies to a Notice, the Informal Resolution Period for the claims and relief set forth in that Notice will be extended (including the tolling of any limitations periods) until that Notice is selected for a staged proceeding, withdrawn, or otherwise resolved. A court will have the authority to enforce this paragraph, including by enjoining the mass filing, the prosecution or administration of arbitrations, or the assessment or collection of arbitration fees.

This paragraph is intended to be severable from the rest of this arbitration provision. If, after exhaustion of all appeals, a court decides that the staging process is not enforceable, then the cases may be filed in arbitration and the payment of arbitration fees will be assessed as the arbitrations advance and arbitrators are appointed rather than when the arbitrations are initiated.

(9) Additional Procedures for Complex Disputes: If the actual damages sought by either you or us in an arbitration exceeds $1,000,000 (not counting amounts sought for punitive, statutory, treble, or emotional harm damages or for attorneys’ fees or costs), then either party may appeal the final award to a three-arbitrator panel pursuant to the AAA’s Optional Appellate Rules by providing written notice within 30 days of the award. The appellant shall pay all fees and costs for the appeal unless the panel determines that the appellant is the prevailing party, in which case the panel shall have the discretion in its final award to reallocate the fees and costs as justice or otherwise applicable law requires. If there is a cross-appeal, the costs shall be borne equally by both sides, subject to reallocation by the panel in its final award as justice or otherwise applicable law requires.

(10) Future Changes to Arbitration Provision: Notwithstanding any provision in this Agreement to the contrary, you and we agree that if we make any future change to this arbitration provision (other than a change to the Notice Address), you may reject that change by sending us written notice within 30 days of notice of the change to the Notice Address. By rejecting that future change, you are agreeing that you will arbitrate any dispute or claim between you and us in accordance with the language of this provision, as amended by any changes that you did not timely reject.

(11) Right to Reject Arbitration Provision: If you do not wish to arbitrate, you have 30 days to reject this arbitration provision by sending a rejection notice to the Notice Address specified above in paragraph (3) ("Rejection Notice"). To be valid, a Rejection Notice must: (a) include your name, address, phone number, account number, and a statement personally signed by you that you are rejecting the arbitration provision in this agreement; and (b) be received by us within 30 days after the opening of your account. If an arbitration provision has been added for the first time to the agreement for an existing account, your Rejection Notice must be postmarked on or before the effective date of that amendment to that agreement. If your Rejection Notice complies with these requirements, this arbitration provision will not apply to you with respect to any claims that you or we commence in litigation or arbitration after we receive your Rejection Notice. Rejecting this arbitration provision will not affect your other rights or responsibilities under this agreement. Nor will it affect any other arbitration agreements between you and us, such as arbitration provisions in other contracts between you and us. 

Indemnity

You agree to indemnify and hold Pipe and the Pipe Parties, harmless from and against any loss, liability, claim, demand, damages, costs, and expenses, including reasonable attorney's fees, arising out of or in connection with (a) your access to or use of the Services; (b) your User Content; or (c) your violation of these Terms of Service or of any law or the rights of any third party.

Entire Agreement

These Terms of Service (together with all applicable Other Agreements) constitute the entire and exclusive understanding and agreement between Pipe and you regarding the Services, and these Terms of Service (together with all applicable Other Agreements) supersede and replace all prior oral or written understandings or agreements between Pipe and you regarding the Services. 

Non-waiver of rights and remedies

The failure of Pipe to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision in that or any other instance. 

Severability

If any provision of these Terms of Service is held invalid, the remainder of these Terms of Service shall continue in full force and effect. If any provision of these Terms of Service shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions. 

Assignment

You may not assign or transfer these Terms of Service, by operation of law or otherwise, without Pipe’s advance written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null. Pipe may freely assign or transfer these Terms of Service without restriction. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Survival

The following provisions of these Terms of Service shall survive termination of your use or access to the Services: the sections concerning “User Content”, “Disclaimers”, “Indemnity”, “Limitation on Liability”, “Governing Law and Jurisdiction”, "Entire Agreement", "Non-Waiver of Rights and Remedies", "Severability", and "Assignment",  and any other provision that by its terms survives termination of your use or access to the Services.

Local law amendments

United Kingdom

If you are using the Services in the United Kingdom:

• we do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors, for fraud and for fraudulent misrepresentation; and

• if you are using the Services for business purposes, we will not be liable under contract, tort (including negligence), or otherwise for: (i) loss of sales, business, or revenue; (ii) business interruption; (iii) loss of anticipated savings; or (iv) loss of business opportunity, goodwill, or reputation, in each case whether direct or indirect.

Contact Information; Questions

If you have any questions about these Terms of Service or the Services, please contact Pipe at support@pipe.com.