Ultimate Pipeline
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Ultimate Pipeline
Ultimate Pipeline
Create New Account
The following Ultimate
pipeline Terms and Conditions Agreement ("Agreement") governs your
use of the software and services provided by Ultimate pipeline, Inc.
("Ultimate pipeline"). This is a legal agreement between you and
Ultimate pipeline and incorporates the Privacy Policy and Cookie Policy.
By registering your use of
the Service (as defined below), you are accepting to be bound to the terms of
this Agreement.
1. DEFINITIONS.
(a)
"Administrator" shall mean a Subscriber with authority to designate
additional Authorized Users and/or Administrators.
(b) "Agreement"
shall mean this entire Agreement and incorporates by reference the Privacy Policy.
(c) "Authorized
User" shall mean an individual subscriber or the partners, members,
employees, temporary employees, and independent contractors of an organization
with a subscription to the Service who have been added to the account as users.
(d) "Confidential
Information" shall mean the Content (as defined in Section 1(e)) and any
information, technical data, or know-how considered proprietary or confidential
Ultimate
pipeline including, but not
limited to, Ultimate pipeline research, services, inventions, processes, specifications, designs,
drawings, diagrams, concepts, marketing, techniques, documentation, source
code, customer information, personally identifiable information, pricing
information, procedures, menu concepts, business and marketing plans or
strategies, financial information, and business opportunities disclosed by
either party before or after the Effective Date of this Agreement, either
directly or indirectly in any form whatsoever, including in writing, orally,
machine readable form or through access to either party's premises.
(e) "Content"
shall mean any information you upload or post to the Service and any
information provided by you to Ultimate pipeline in connection with the Service, including, without
limitation, information about your Authorized Users or Registered Clients, as
defined in Section 1(g).
(f) "Originating
Subscriber" shall mean the Subscriber who initiated the Services offered
by Ultimate
pipeline and is assumed by Ultimate
pipeline to have the sole
authority to administer the subscription.
(g) "Registered
Client" means an individual who has been invited to use the client-facing
features of the Service in a limited capacity as a client of an Authorized
User.
(h) "Service"
shall mean any software or services provided by Ultimate pipeline.
(i)
"Subscriber" shall refer to the purchaser of the Services provided by
Ultimate
pipeline and shall also
include any present or former agent, representative, independent contractor,
employee, servant, attorney and any entity or person who had authority to act
on your behalf.
(j) "Security
Emergency" shall mean a violation by Subscriber of this Agreement that (a)
could disrupt (i) Ultimate pipeline provision of the Service; (ii) the
business of other subscribers to the Service; or (iii) the network or servers
used to provide the Service; or (b) provides unauthorized third party access to
the Service.
2. Limited License &
Use of the Service
2.1 Subscriber is granted
non-exclusive and limited access to the Service.
2.2 Ultimate pipeline does not review or pre-screen the
contents of electronic data uploaded or posted to the Service
("Content") by Authorized Users.
2.3 Authorized Users agree
not to reproduce, duplicate, copy, sell, resell or exploit access to the
Service, use of the Service, or any portion of the Service, including, but not
limited to the desktop or mobile user interface, product functionality, other
programming elements or any visual design elements without the express written
permission from Ultimate pipeline.
2.4 Authorized Users agree
not to modify, reverse engineer, adapt or otherwise tamper with the Service or
modify another website so as to falsely imply that it is associated with the
Service, Ultimate pipeline, or any other software or service provided by Ultimate pipeline without the express written
consent of Ultimate pipeline.
2.5 Authorized Users agree
that they will not knowingly use the Service in any manner which may infringe
copyright or intellectual property rights or in any manner which is unlawful,
offensive, threatening, libelous, defamatory, pornographic, obscene or in
violation of the terms of this Agreement.
2.6 Authorized Users agree
that they will not knowingly use the Service to upload, post, host, or transmit
unsolicited bulk email "Spam", short message service "SMS"
messages, viruses, self-replicating computer programs "Worms" or any
code of a destructive or malicious nature.
2.7 Except for the
non-exclusive and limited access granted pursuant to this Agreement, Subscriber
acknowledges and agrees that all ownership, license, intellectual property and
other rights and interests in and to the Service shall remain solely with Ultimate
pipeline.
2.8 Authorized Users who
configure the Service to share or make available certain Content to the public,
are deemed to acknowledge and agree that everyone will have access to the
Content ("Public Content"). Ultimate pipeline reserves the right, at any time,
in its sole discretion, to take any action deemed necessary with respect to
Public Content that violates the terms of this Agreement, including, but not
limited to, removal of such Public Content.
2.9 Ultimate pipeline reserves the right at any time,
and from time to time, to modify or discontinue, temporarily or permanently,
any feature associated with the Service, with or without notice. Continued use
of the Service following any modification constitutes Subscriber's acceptance
of the modification.
2.10 Ultimate pipeline reserves the right to temporarily
suspend access to the Service for operational purposes, including, but not
limited to, maintenance, repairs or installation of upgrades. Ultimate
pipeline may, but is not
required, to notify you in advance by way of notification within the Service,
email or other notification method deemed appropriate by Ultimate
pipeline. Further, Ultimate
pipeline shall endeavor to
confine planned operational suspensions with a best effort to minimize
disruption to the Subscriber, but reserves the ability
to temporarily suspend operations without notice at any time to complete
necessary repairs. In the event of a temporary suspension, Ultimate
pipeline will use the same
notification methods listed in this section to provide updates as to the nature
and duration of any temporary suspension.
2.11 Subscriber grants to Ultimate
pipeline a non-exclusive,
royalty free right during Subscriber's use of the Service, to use the
Confidential Information for the purpose of performing Ultimate pipeline
obligations under the
Agreement in accordance with the terms of the Agreement. Such rights shall
include permission for Ultimate pipeline to generate and publish aggregate, reports on system usage
and Content trends and type, and other rights designated in Ultimate
pipeline privacy policy.
3. Access to the Service
3.1 Subscriber is only
permitted to access and use the Service if he/she is an Authorized User or a
Registered Client. Authorized Users are required to provide their full legal
name, a valid email address, and any other information reasonably requested by the
Service.
3.2 Each Authorized User
will be provided with a unique identifier to access and use the Service
("Username"). The Username shall only be used by the Authorized User
to whom it is assigned, and shall not be shared with, or used by any other person,
including other Authorized Users.
3.3 The initial
Administrator shall be the Originating Subscriber with authority to administer
the subscription and designate additional Authorized Users and/or
Administrators. Each subscription may designate multiple Authorized Users as
Administrator. Any Administrator shall be deemed to have the authority to
manage the subscription and any Authorized Users. The Administrator will
deactivate an active Username if the Administrator wishes to terminate access
to the Service for any Authorized User.
3.4 Administrators are
responsible for all use of the Service by Authorized Users on the list of
active Authorized Users associated with their subscription to the Service.
3.5 As between Ultimate
pipeline and the Subscriber,
any Content uploaded or posted to the Service remains the property of the
Subscriber. Upon Cancellation or Termination of Service, Ultimate
pipeline shall only be
responsible for the return of Content directly to the Administrator or a
designated Authorized User in the event that the Administrator is unable to be
reached.
3.6 All access to and use
of the Service via mechanical, programmatic, robotic, scripted or any other
automated means not provided as part of the Service is strictly prohibited.
3.7 Authorized Third Party Providers or other authorized integrators may be
permitted to access and use the Service using an integration with a third-party
company subject to the following conditions:
(a) any use of the Service
using an integration with a third-party company, including the use of an
integration through a third-party product that accesses and uses the Service,
is governed by these Terms of Service;
(b) Ultimate pipeline shall not be liable for any
direct, indirect, incidental, special, consequential or exemplary damages,
including but not limited to, damages for loss of profits, goodwill, use, data
or other intangible losses (even if Ultimate pipeline has been advised of the
possibility of such damages), resulting from any use of an integration or
third-party products that access and use the Service via an integration;
(c) Excessive use of the
Service using an integration may result in temporary or permanent suspension of
access to the Service via an integration. Ultimate pipeline, in its sole discretion, will
determine excessive use of the Service via an integration, and will make a
reasonable attempt to warn the Authorized User prior to suspension; and
(d) Ultimate pipeline reserves the right at any time to
modify or discontinue, temporarily or permanently, access and use of the
Service via an integration, with or without notice.
4. Security and Access
4.1 Ultimate pipeline is responsible for providing a
secure method of authentication and accessing its Service. Ultimate
pipeline will provide
mechanisms that:
(a) allow for user password
management;
(b) transmit passwords in a
secure format; and
4.2 Subscriber will be
responsible for protecting the security of usernames and passwords, or any
other codes associated to the Service, and for the accuracy and adequacy of
personal information provided to the Service.
4.3 Subscriber will
implement policies and procedures to prevent unauthorized use of usernames and passwords, and will promptly notify Ultimate pipeline upon suspicion that a username and
password has been lost, stolen, compromised, or misused.
4.4 At all times, Ultimate
pipeline, and any third party vendors and hosting partners it utilizes to
provide the Service, will:
(a) use information
security best practices for transmitting and storing your Content, adhering to
industry standards;
(b) employ information
security best practices with respect to network security techniques, including,
but not limited to, firewalls, intrusion detection, and authentication
protocols, vulnerability and patch management;
(c) ensure its host
facilities maintain industry standards for security and privacy; and
4.5 Ultimate pipeline shall report to Subscriber, with
all relevant details, any event that Ultimate pipeline reasonably believes represents
unauthorized access to, disclosure of, use of, or damage to Content (a
"Security Breach"). Ultimate pipeline shall make such report within a reasonable time
after learning of the Security Breach.
4.6 In the event of a
Security Breach, Ultimate pipeline shall cooperate with Subscriber to identify the cause of the breach and
to identify any affected Content
5. Legal Compliance
5.1 Ultimate pipeline reserves the right to provide the
Confidential Information to third parties as required and permitted by law
(such as in response to a subpoena or court order), and to cooperate with law
enforcement authorities in the investigation of any criminal or civil matter.
6. Payment, Refunds and
Subscription Changes
6.1 Ultimate pipeline may charge to your credit card or
other payment mechanism selected by you and approved by Ultimate
pipeline ("Your
Account") all amounts due and owing for the Services, including set up
fees, hosting fees, overage fees, development fees, or any other fee or charge
associated with your use of the Services in United States Dollars (USD). You
agree that in the event Ultimate pipeline is unable to collect the fees owed to Ultimate
pipeline for the Services
through Your Account, Ultimate pipeline may take any other steps it deems necessary to collect
such fees from you and that you will be responsible for all costs and expenses
incurred by Ultimate pipeline in connection without such collection activity, including collection
fees, court costs and attorneys' fees.
6.2 Subscribers with paid
subscriptions will provide Ultimate pipeline with a valid credit card for payment of the applicable
fees. All fees are exclusive of all federal, state, provincial, municipal or
other taxes which Subscribers agree to pay based on where the Subscriber is
primarily domiciled. In addition to any fees, the Subscriber may still incur
charges incidental to using the Service, for example, charges for Internet
access, data roaming, and other data transmission charges.
6.3 No refunds or credits
will be issued for partial periods of service, upgrade/downgrade refunds, or
refunds for periods unused with an active subscription, including, but not
limited to, instances involving the removal of a Subscriber.
6.4 All prices are subject
to change upon notice. Such notice may be provided by an e-mail message to the
Administrator, or in the form of an announcement on the Service.
6.5 Subscriber is
responsible for paying all taxes associated with the subscription to the
Service. If Ultimate pipeline has the legal obligation to pay or collect taxes for which Subscriber is
responsible under this section, the appropriate amount shall be invoiced to and
paid by Subscriber, unless Subscriber provides Ultimate pipeline with a valid tax exemption
certificate authorized by the appropriate taxing authority.
6.6 Any and all payments by
or on account of the compensation payable under this Agreement shall be made
free and clear of and without deduction or withholding for any taxes. If the
Subscriber is required to deduct or withhold any taxes from such payments, then
the sum payable shall be increased as necessary so that, after making all
required deductions or withholdings, Ultimate pipeline receives an amount equal to the sum
it would have received had no such deduction or withholding been made.
7. Cancellation and
Termination
7.1 Administrators are
solely responsible for canceling subscriptions. An Administrator may cancel
their subscription by providing express written request to such Administrator's
assigned Client Service Manager. Cancellations shall not be accepted by any
other means.
7.2 Ultimate pipeline in its sole discretion has the
right to suspend or discontinue providing the Service to any Subscriber without
notice for actions that are (a) in material violation of this Agreement, (b)
create a Security Emergency, and (c) upon information or belief that a
Subscriber or Authorized User is violating the law, or Ultimate pipeline
becomes aware that
Authorized User is under investigation by a federal or state law enforcement
agency.
7.3 If (i)
Authorized Users use the Service to materially violate this Agreement in a way
that does not create a Security Emergency; (ii) Ultimate pipeline provides Subscriber with commercially
reasonable notice of this violation; (iii) Ultimate pipeline uses commercially reasonable
efforts to discuss and resolve the violation with Subscriber; and (iv) despite
the foregoing, the violation is not resolved to Ultimate pipeline reasonable satisfaction within
thirty (30) days of such notice, then Ultimate pipeline reserves the right to suspend or
terminate access to the Service.
8. Limitation of Liability
8.1 Ultimate pipeline shall not be liable for and
Subscriber waives the right to claim any loss, injury, claim, liability or
damage of any kind resulting in any way from the Services provided to
Subscriber by Ultimate pipeline.
8.2 SUBSCRIBER AGREES THAT
THE LIABILITY OF ULTIMATE PIPELINE ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT
EXCEED THE TOTAL AMOUNT YOU HAVE PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT
WITHIN THE SIX MONTH PERIOD BEFORE THE DATE THE CLAIM
AROSE. SUBSCRIBER FURTHER AGREES THAT ULTIMATE PIPELINE IS NOT AND WILL NOT BE
LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS
AGREEMENT. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER
THOSE DAMAGES ARE FORESEEABLE AND WHETHER ULTIMATE PIPELINEHAS BEEN ADVISED OF
THE POSSIBILITY OF THOSE DAMAGES. EACH PROVISION OF THIS AGREEMENT THAT
PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF
DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS
ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY ULTIMATE PIPELINETO
SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE
PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL
OTHER PROVISIONS OF THIS AGREEMENT.
8.3 Subscriber will solely
be responsible for any damage and/or loss of Content contained in Subscriber's
technology which occurs as a result of Subscriber's electronic equipment and/or
Subscriber's computer system.
9. Disclaimer of Warranties
9.1 ULTIMATE PIPELINE
HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT
OF THIRD PARTY RIGHTS WITH RESPECT TO ANY SERVICES
PROVIDED BY ULTIMATE PIPELINE.
9.2 Ultimate pipeline makes no warranty that its services
when provided to Subscriber in digital or electronic format will be compatible
with Subscriber computer and/or other equipment, or that these Services will be
secure or error free. Nor does Ultimate pipeline make any warranty as to any results that may be
obtained from the use of the Service.
9.3 Ultimate pipeline hereby disclaims all warranties of
any kind related to Subscriber's hardware or software beyond the warranties
provided by the manufacturer of Subscriber's hardware or software.
10. Indemnification
10.1 Subscriber hereby
agrees to indemnify and hold harmless Ultimate pipeline from and against any claim,
action, proceeding, loss, liability, judgment, obligation, penalty, damage,
cost or expense, including attorneys' fees, which arise from or relate to the
following: Authorized Users' breach of any obligation stated in this Agreement,
and Authorized Users' negligent acts or omissions. Ultimate pipeline will provide prompt notice to
Subscriber of any indemnifiable event or loss. Subscriber will undertake, at
Subscriber's own cost, the defense of any claim, suit or proceeding with
counsel reasonably acceptable to Ultimate pipeline. Ultimate pipeline reserves the right to participate
in the defense of the claim, suit, or proceeding, at Ultimate pipeline expense, with counsel of Ultimate
pipeline choosing.
11. Miscellaneous
11.1 Subscriber
acknowledges and agrees that Ultimate pipeline may use third party vendors and hosting partners to
provide the necessary hardware, software, networking, storage, and related
technology required to run the Service.
11.2 Ultimate pipeline may provide the ability to
integrate the Service with third party products and services that Subscriber
may use at Subscriber's option and risk. Access to and use of any third party products and services are subject to the
separate terms and conditions required by the providers of the third party
products and services. Subscriber agrees that Ultimate pipeline has no liability arising from
Subscriber's use of any integrations or arising from the third
party products and services.
11.3 Subscriber
acknowledges the risk that information and the Content stored and transmitted
electronically through the Service may be intercepted by third parties.
Subscriber agrees to accept that risk and will not hold Ultimate pipeline liable for any loss, damage, or
injury resulting from the interception of information. The Content is stored
securely and encrypted. Only Ultimate pipeline, with strict business reasons, may access and
transfer the Content and only to provide Subscriber with the Service. Ultimate
pipeline will make
reasonable efforts to provide notice to Subscriber prior to such access and
transfer.
11.4 The failure of either
party to enforce any provision hereof shall not constitute or be construed as a
waiver of such provision or of the right to enforce it at a later time.
11.5 This Agreement
constitutes the entire agreement between Authorized Users and Ultimate
pipeline and governs
Authorized Users use of the Service, superseding any prior agreements between
Authorized Users and Ultimate pipeline (including, but not limited to, any prior versions of this
agreement).
11.6 Ultimate pipeline reserves the right to amend this
Agreement. In the event of material changes to the Agreement, Ultimate
pipeline will notify
Subscribers, by reasonable means of these changes prior to their enactment.
Continued use of the Service by the Subscriber, Authorized User or Originating
Subscriber after reasonable notice will be considered acceptance of any new
terms.
11.7 Neither party may
assign any of its rights or obligations hereunder, whether by operation of law
or otherwise, without the prior written consent of the other party (which
consent shall not be unreasonably withheld). Notwithstanding the foregoing, either
party may assign this Agreement in its entirety without consent of the other
party in connection with a merger, acquisition, corporate reorganization, or
sale of all or substantially all of its assets provided the assignee has agreed
to be bound by all of the terms of this Agreement. Any attempt by a party to
assign its rights or obligations under this Agreement in breach of this Section
shall be void and of no effect.
11.8 Governing Law and
Venue. This Agreement and your relationship with Ultimate pipeline shall be governed exclusively by,
and will be enforced, construed, and interpreted exclusively in accordance
with, the laws of the State of Nebraska and shall be considered to have been
made and accepted in the State of Nebraska, USA, without regard to any conflict
of law provisions. All disputes under this Agreement will be resolved by a
court of the Douglas County District Court, Douglas County, Nebraska, or the
federal district court for the District of Nebraska located in Omaha, Nebraska,
USA, and Subscribers consent to the jurisdiction of and venue in such courts
and waive any objection as to inconvenient forum. In any action or proceeding
to enforce rights under this Agreement, the prevailing party shall be entitled
to recover costs and legal fees.