1. Acceptance of These Terms
These Terms of Service ("Terms") govern your access to and use of the website located at www.pipeline-labs.com (the "Site") and the services, AI tools, software, and related offerings (collectively, the "Services") made available by Pipeline Labs LLC, a Colorado limited liability company ("Pipeline Labs," "we," "us," or "our").
By accessing the Site, signing an order form or statement of work referencing these Terms, or otherwise using the Services, you ("Client," "you," or "your") agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not access the Site or use the Services.
If you are using the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms, and "Client" refers to that entity.
2. Definitions
- "Client Data" means any data, content, or information that Client or its authorized users upload, sync, import, transmit, or otherwise make available to Pipeline Labs in connection with the Services, including lead, prospect, customer, and contact information.
- "Order Form" means a written or electronic order, statement of work, proposal, or similar document signed or accepted by both parties that references these Terms and describes the Services, fees, and other commercial terms.
- "Recipients" means the individuals, businesses, or other persons to whom communications are sent through the Services on Client's behalf.
- "Services" means the AI-powered marketing, communications, and automation services described on the Site or in any Order Form, including the Database Reactivation Bot, Speed to Lead AI Bot, Out of Hours AI Bot, Google Reviews AI Bot, and any related analytics, reporting, and configuration tools.
- "Sub-processor" has the meaning given in our Privacy Policy and includes our communications, CRM, AI model, and infrastructure providers.
3. The Services
Pipeline Labs provides AI-driven systems that initiate, manage, and respond to communications with Recipients on Client's behalf. Specific Service offerings, scope, deliverables, performance targets, and pricing are described on the Site or in the applicable Order Form. We may modify, enhance, or discontinue features of the Services from time to time, provided that we will not materially diminish the core functionality of any paid Service during an active Order Form term without Client's consent.
The Services are intended for use by businesses operating in the United States and Recipients located in the United States. The Services are not designed to support communications with consumers outside the United States, and Client agrees not to use the Services to do so without our prior written consent.
4. Accounts and Eligibility
To use the Services, Client must:
- Be a business and at least 18 years of age (or the age of majority in its jurisdiction);
- Provide accurate and complete registration and onboarding information;
- Maintain the confidentiality of any credentials issued to Client; and
- Be responsible for all activity occurring under Client's account.
- Client must notify Pipeline Labs immediately of any unauthorized access to or use of its account.
5. Client Obligations and Acceptable Use
5.1 Consent, Compliance, and Lawful Use
Client is solely responsible for ensuring that its use of the Services, including each campaign, message, call, or other communication sent through the Services, complies with all applicable laws, regulations, and industry codes, including without limitation:
- The Telephone Consumer Protection Act ("TCPA") and implementing FCC regulations;
- The CAN-SPAM Act and implementing FTC regulations;
- State telemarketing, "mini-TCPA," and consumer protection laws;
- The CTIA Messaging Principles and Best Practices and carrier requirements (including 10DLC registration where applicable);
- State and federal data protection and privacy laws (including the Colorado Privacy Act, CCPA/CPRA, and similar state laws); and
- Any contractual obligations Client has to its own customers, leads, or end users.
Client represents and warrants that, before any communication is sent through the Services to a Recipient, Client has obtained all consents required by applicable law and the relevant carriers (including, where required, prior express written consent for marketing SMS), and that all Client Data has been collected and shared with Pipeline Labs lawfully and consistent with the privacy notices provided to the Recipients.
5.2 Prohibited Uses
- Client shall not, and shall not permit any third party to:
- Use the Services in violation of any applicable law or regulation, including telemarketing, anti-spam, and consumer protection laws;
- Use the Services to send communications to Recipients who have not provided the consents required by law or who have opted out;
- Use the Services to send messages containing or promoting illegal content, sexually explicit material, unlawful firearms, controlled substances, gambling not authorized in the relevant jurisdiction, predatory lending, hate speech, harassment, threats, malware, or fraudulent or deceptive content;
- Impersonate any person or misrepresent Client's affiliation with any person or entity;
- Probe, scan, or test the vulnerability of the Services, or attempt to circumvent any security or authentication measures;
- Reverse engineer, decompile, or attempt to extract the source code, models, prompts, or underlying algorithms of the Services, except to the extent expressly permitted by law;
- Use the Services to build a competing product or service, or to benchmark the Services for competitive purposes; or
- Resell, sublicense, or otherwise make the Services available to any third party without our prior written consent.
We may suspend or terminate Client's access to the Services, without liability, if we reasonably believe Client has violated this Section 5 or that continued use of the Services creates a material risk of harm, regulatory exposure, or carrier action.
5.3 Honoring Opt-Outs
Client must ensure that opt-out requests received outside the Services are promptly suppressed within the Services, and must not attempt to circumvent suppression by re-importing opted-out Recipients.
6. Fees and Payment
6.1 Performance-Based Fees
Fees for the Services are calculated on a performance basis as set forth in the applicable Order Form. Unless otherwise stated, fees are based on the revenue, bookings, or other measurable outcomes attributable to the Services during a given billing period ("Performance Fees"). The methodology for calculating Performance Fees, including the applicable percentage, attribution rules, lookback window, and measurement source, will be specified in the Order Form.
6.2 Invoicing and Payment
Pipeline Labs will invoice Client monthly in arrears for Performance Fees earned during the preceding calendar month. Invoices are due net seven (7) days from the invoice date, unless otherwise stated in the Order Form. All fees are stated in U.S. dollars and are exclusive of taxes (other than taxes on our net income), which Client is responsible for paying.
6.3 Reporting and Disputes
Each invoice will be accompanied by a reasonably detailed report of the activity and outcomes underlying the Performance Fees. Client must notify us in writing of any disputed amount within fifteen (15) days of the invoice date, providing a reasonable explanation of the dispute. The undisputed portion of any invoice remains due and payable in accordance with these Terms. If Client does not raise a dispute within that period, the invoice is deemed accepted.
6.4 Late Payments
Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid. Pipeline Labs may suspend the Services if any undisputed amount is more than fifteen (15) days past due, after giving Client written notice and an opportunity to cure.
6.5 No Refunds
All fees paid or payable under these Terms are non-refundable, except as expressly required by applicable law or as otherwise expressly set forth in a signed Order Form. Because Performance Fees are based on outcomes that have already been realized, no refund will be issued for amounts properly invoiced and collected.
6.6 Third-Party Pass-Through Costs
Certain Services require third-party services (for example, SMS carrier fees, telephone-number provisioning, CRM seats, or AI model usage) that may be billed directly to Client by the third-party provider, or passed through by Pipeline Labs at cost. Client is responsible for those amounts in addition to Performance Fees.
7. Client Data; Data Processing
7.1 Ownership
As between the parties, Client owns all right, title, and interest in and to Client Data. Client grants Pipeline Labs a limited, non-exclusive, worldwide, royalty-free license to access, use, copy, transmit, modify, display, and otherwise process Client Data solely as necessary to provide, secure, support, and improve the Services for Client.
7.2 Processor Relationship
Pipeline Labs processes Client Data on Client's behalf and in accordance with Client's documented instructions. To the extent applicable privacy laws designate Client as a "controller" or "business" and Pipeline Labs as a "processor" or "service provider," each party will comply with its obligations under those laws. Pipeline Labs will:
- Process Client Data only for the purposes of providing the Services and as otherwise permitted under these Terms;
- Not sell or share Client Data, and not use Client Data for cross-context behavioral advertising;
- Not combine Client Data with personal information from other sources except as necessary to provide the Services to Client;
- Implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Client Data;
- Promptly notify Client of any confirmed unauthorized access to Client Data; and
- Engage Sub-processors only under written terms imposing protections substantially similar to those in these Terms.
7.3 Aggregated and De-Identified Data
Pipeline Labs may compile aggregated and de-identified data derived from use of the Services (for example, benchmarks, model performance statistics, and operational analytics) and use that data for any lawful purpose, provided that such data does not identify Client, any Recipient, or any individual.
7.4 Return or Deletion
Within thirty (30) days following termination of the applicable Order Form, Pipeline Labs will, at Client's written request, return or delete Client Data in our possession, subject to commercially reasonable retention for backup, audit, and legal compliance purposes.
8. Intellectual Property
8.1 Our IP
Pipeline Labs and its licensors own all right, title, and interest in and to the Site, the Services, and any underlying software, prompts, models, workflows, templates, documentation, and other materials, and all related intellectual property rights. No rights are granted to Client except as expressly set forth in these Terms.
8.2 Limited License to Use the Services
Subject to Client's compliance with these Terms and payment of applicable fees, Pipeline Labs grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the term of the applicable Order Form, solely for Client's internal business purposes.
8.3 Feedback
If Client provides any suggestions, ideas, or feedback about the Services, Client grants Pipeline Labs a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose without obligation to Client.
8.4 Marketing Reference
Unless Client opts out in writing, Pipeline Labs may identify Client as a customer and use Client's name and logo on the Site, in case studies, and in other marketing materials, subject to Client's reasonable trademark usage guidelines.
9. Confidentiality
Each party may have access to non-public information of the other ("Confidential Information"), including Client Data, business plans, pricing, product roadmaps, and technical information. The receiving party will: (i) use Confidential Information only to perform under these Terms; (ii) not disclose Confidential Information to any third party other than its employees, contractors, advisors, and Sub-processors who have a need to know and are bound by confidentiality obligations no less protective than these Terms; and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. These obligations do not apply to information that is publicly known through no breach of these Terms, independently developed without use of the Confidential Information, or rightfully received from a third party without a duty of confidentiality.
10. Term and Termination
10.1 Term
These Terms apply for as long as Client uses the Services. Each Order Form will set forth its own initial term and any renewal terms.
10.2 Termination for Convenience
Either party may terminate an Order Form for convenience on thirty (30) days' prior written notice to the other party, unless the Order Form expressly provides otherwise.
10.3 Termination for Cause
Either party may terminate these Terms or any Order Form immediately on written notice if the other party (i) materially breaches these Terms and fails to cure the breach within fifteen (15) days after written notice, or (ii) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy proceedings. Pipeline Labs may suspend or terminate the Services immediately if Client's use creates a material risk of harm, legal liability, or carrier action against Pipeline Labs or its Sub-processors.
10.4 Effect of Termination
Upon termination: (i) Client's right to access the Services ends; (ii) Client must pay all amounts accrued through the effective date of termination; and (iii) the parties' obligations regarding Client Data are as set forth in Section 7.4. Sections 6, 7.1, 7.3, 8, 9, 11, 12, 13, 14, and 16 (and any other provision that by its nature should survive) will survive termination.
11. Disclaimers
THE SERVICES AND THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, PIPELINE LABS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
PIPELINE LABS DOES NOT WARRANT THAT (I) THE SERVICES WILL MEET CLIENT'S REQUIREMENTS; (II) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS; (III) ANY SPECIFIC FINANCIAL, REVENUE, BOOKING, REPLY-RATE, OR CONVERSION OUTCOME WILL BE ACHIEVED; OR (IV) AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR USE. CASE STUDIES, TESTIMONIALS, AVERAGES, AND OTHER PERFORMANCE STATISTICS REFERENCED ON THE SITE ARE ILLUSTRATIVE AND ARE NOT A GUARANTEE OF FUTURE RESULTS.
CLIENT IS RESPONSIBLE FOR REVIEWING AI-GENERATED CONTENT AND OUTREACH WORKFLOWS BEFORE THEY ARE USED IN PRODUCTION, AND FOR ENSURING THAT ALL OUTBOUND COMMUNICATIONS COMPLY WITH APPLICABLE LAW.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PIPELINE LABS BE LIABLE FOR ANY (I) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, (II) LOSS OF PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY, (III) LOSS OR CORRUPTION OF DATA, OR (IV) COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF PIPELINE LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
PIPELINE LABS' AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CLIENT TO PIPELINE LABS UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE THOUSAND U.S. DOLLARS ($1,000).
THE PARTIES AGREE THAT THE LIMITATIONS IN THIS SECTION 12 ARE A MATERIAL INDUCEMENT TO ENTERING INTO THESE TERMS AND THAT THEY APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO PORTIONS OF THIS SECTION MAY NOT APPLY TO CLIENT.
13. Indemnification
13.1 By Client
Client will defend, indemnify, and hold harmless Pipeline Labs and its officers, directors, employees, affiliates, and Sub-processors from and against any third-party claims, demands, actions, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Client Data and Client's collection, use, or sharing of it; (ii) Client's communications sent through the Services, including any allegation of TCPA, CAN-SPAM, state telemarketing, or privacy violations; (iii) Client's breach of these Terms or any representation, warranty, or covenant in these Terms; or (iv) Client's violation of applicable law or third-party rights.
13.2 By Pipeline Labs
Pipeline Labs will defend Client against any third-party claim alleging that the Services, as provided by Pipeline Labs and used in accordance with these Terms, infringe a U.S. patent, copyright, or trademark, and will pay damages and costs finally awarded by a court of competent jurisdiction (or agreed in settlement) attributable to such claim. Pipeline Labs has no obligation under this Section 13.2 for claims arising from: (i) Client Data; (ii) modifications to the Services not made by Pipeline Labs; (iii) combination of the Services with products or services not provided by Pipeline Labs; or (iv) use of the Services in violation of these Terms.
13.3 Procedure
The indemnifying party's obligations are conditioned on the indemnified party (i) promptly notifying the indemnifying party in writing of the claim, (ii) granting the indemnifying party sole control over the defense and settlement, and (iii) providing reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense at its own expense.
14. Independent Contractors
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.
15. Force Majeure
Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, carrier outages, or third-party service interruptions.
16. Governing Law; Dispute Resolution
16.1 Governing Law
These Terms are governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
16.2 Venue
Except as provided in Section 16.3, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Arapahoe County, Colorado (or the nearest federal district) for any action arising out of or relating to these Terms or the Services, and waive any objection to that venue.
16.3 Informal Resolution; Equitable Relief
The parties will first attempt in good faith to resolve any dispute through informal discussions for at least thirty (30) days after written notice of the dispute. Nothing in this Section limits either party's right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
16.4 Waiver of Jury Trial; Class Action
TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.
17. General Provisions
Entire Agreement. These Terms, together with the Privacy Policy and any Order Form executed by the parties, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous understandings.
Order of Precedence. In the event of a conflict, the Order Form controls over these Terms, and these Terms control over the Privacy Policy, in each case solely to the extent of the conflict.
Amendment. We may modify these Terms from time to time by posting an updated version on the Site or otherwise providing notice. Material changes will be effective thirty (30) days after notice (or such later date as we specify). Continued use of the Services after that date constitutes acceptance.
Assignment. Client may not assign these Terms without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of its assets. We may assign these Terms freely. Any other purported assignment is void.
Notices. Notices to Pipeline Labs must be sent to the address listed at the top of these Terms and to [Legal Email]. Notices to Client may be sent to the email address associated with Client's account.
Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.
No Waiver. A party's failure to enforce any provision of these Terms is not a waiver of its right to do so later.
Headings. Section headings are for convenience only and have no substantive effect.
Construction. "Including" means "including without limitation." Each party has had the opportunity to consult counsel, and any rule of construction against the drafter does not apply.
18. Contact
Questions about these Terms? Contact us at:
Pipeline Labs LLC Email: [Legal Email]