Last updated: October 28, 2026
Thank you for your interest in our Pipl’s Service. Since the Terms of Service is legal document we could not avoid some of the language being “legalese” but we tried to make it as friendly and easily readable as possible.
By creating a user account, signing a written document incorporating these Terms of Service ("TOS"), or otherwise by using Pipl’s Service as described below (the "Service") Customer agrees to be bound by these TOS.
If your agreement to this TOS is on behalf of a company or other legal entity, you represent that you have the legal authority to bind the legal entity to this TOS, in which case “Customer”, “You” or “Your” shall mean such entity, and reference(s) herein to “Pipl” shall mean, Pipl, Inc. If you do not have such authority, or if Customer does not agree with the terms and conditions of this TOS, Customer should not create an account, and Customer may not use the Service or any Service-related materials.
Pipl reserves the right to change these TOS from time to time. Customer should review the TOS regularly. The changes will become effective seven (7) days after they are posted, except if the changes apply to new functionality, in which case they will be effective immediately. If you continue to have an active account, You will be deemed to have accepted the modifications.
If you are required to comply with the EU GDPR, please click here to review the Data Protection Addendum. If you have any questions regarding GDPR compliance or the Data Protection Addendum please contact us at privacy@pipl.com.
For U.S. Customers, these TOS contain a class action waiver clauses in section 9.3 below, which are applicable to all U.S. Customers.
1.1. Description of Service. The Service consists of either: (i) a manually operated or otherwise non-automated, human-facing, subscription-based people information search tool/extension provided by Pipl now or in the future, or (ii) an application programming interface or other automated, non-manual people information search tool/extension that may use unique access keys provided by Pipl now or in the future (“API”) (Non-API and API individually and collectively, the “Service”). The Service may be accessed through its user interface, the API, Pipl Connectors (as defined in Section 2.8) or other means Pipl makes available.
1.2. Modifications; Version Upgrades. As Pipl is constantly innovating in order to provide the best possible Service, Pipl reserves the right to make changes to its algorithm, results order and data manipulation methods in a way that will not hinder Customer’s ability to use the Service. Any changes to the basic format of the data or to the way that Customer interacts with the Service that requires Customer to perform new integration work will be done in a version upgrade. If Pipl plans to cease providing the current version of the Service it will notify Customer of such intention via the e-mail Customer provided in Customer’s account information and the current version will become a "Deprecated Version"; and for a period of 6 months after an announcement Pipl will continue to operate the Deprecated Version of the Service.
1.3 Intellectual Property. All text, graphics, algorithm(s), interfaces, photographs, audio, video, sounds, images, artwork, computer code (including html code), databases, programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Service, unless otherwise expressly indicated in writing, are owned, controlled, and licensed exclusively by Pipl and/or its suppliers and are protected by United States and foreign laws including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided in this TOS, Pipl does not grant any express or implied intellectual property or proprietary right to Customer or any other person. All rights not expressly granted to Customer are reserved by Pipl. The data retrieved by the Service is, in some cases, the copyrighted and/or trademarked work of the creator/licensor while the rights to the structuring, matching, scoring and linking of the results, as well as any other rights owned by Pipl are reserved by Pipl. For the sake of clarity, the data retrieved by the Service and/or in Pipl’s index, shall in no event become Customer property, and Customer shall not modify, publish, transmit, participate in the transfer or sell or in any way exploit, in whole or in part, any materials who are owned by Pipl. All trademarks, service marks, trade names, logos, and any other proprietary designations of Pipl used herein, are trademarks or registered trademarks of Pipl. Any other trademarks, service marks, trade names, logos and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
1.4. Fees. Customer agrees to pay Pipl the fees applicable to Customer’s selected subscription or usage, as applicable. Pipl reserves the right, in its sole discretion, to change the pricing or fee structure for use of or access to some or all of the Service. If Pipl decides to change the pricing or fee structure, such changes will (a) not affect any active subscription period Customer already paid for or services Customer already used, and (b) be disclosed to Customer prior to Customer’s subscription renewal or usage billing period.. All fees charged by Pipl exclude any taxes, duties, tariffs or other similar charges, and Customer agrees to pay any and all of the foregoing related to the Service Customer receives from Pipl (excluding taxes based on Pipl’s net income), and as further described in Section 1.6 below.
1.5. Payment of Fees. Subscription fees should be paid immediately at purchase and on renewal date (or within 30 days from the issuance of an invoice if Customer is approved to pay by means other than credit card). Late payments will be subject to a 1.5% per month late fee (or the maximum amount allowed by applicable law, if less). If Customer did not pay on time and Customer’s account was placed for collection with a third-party, Customer agrees to pay a collections fee in the amount of the greater of two hundred dollars ($200.00) or twenty five percent (25%) of the amount placed for collection to compensate Pipl for the administrative expenses of managing collection through a third party.
1.6. Taxes. Unless Customer provides Pipl with a direct pay or exemption certificate, Customer is responsible for any applicable sales, use, property or other taxes and customs duties imposed by a governmental authority arising from Customer’s use of the Service. Taxes will be invoiced on the same invoices as the Service that are subject to the tax. Such invoices will separately state any fees that are subject to taxation and separately identify the tax jurisdiction and the amount of taxes owed in such jurisdiction. Pipl recommend that you verify the existence of any additional fees or taxes you may be charged by third parties in connection with the purchase of the Service or in connection with the renewal thereof (such as international transaction fees, currency exchange fees, or fees due to banks or credit card companies). Pipl is not responsible for any such additional fees or costs.
1.7 Inflation. Notwithstanding anything else in the TOS, Pipl reserves the right to increase rates due to inflation, at the cumulative rate of increase since the effective date of your agreement, as measured by the Consumer Price Index (CPI) of the United States Bureau of Labor Statistics.
2.1. Use of the Service. Subject to payment of fees and other restrictions herein, Pipl grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access the Service. Customer may only use the Service for the purpose stated in Customer’s organization profile, or any other use that was approved in writing by Pipl. Customer further agrees that Customer is solely responsible for all actions attributed to Customer’s Service key or login information, and the subsequent use of Pipl’s Service.
2.1.1 API Service. Except as permitted under Section 2.8, if Customer is subscribed to an API Service, Customer agrees not to share Customer’s Service key with any third party. In addition, Customer agrees not to, and not to permit a third party to: (i) sublicense, distribute, re-transmit, loan, lease, sell or otherwise make available the Services or the data provided by the Service; (ii) provide the Service or the data provided by the Service to any third parties on a service bureau, time sharing or similar basis; (iii) decompile, disassemble, reverse engineer or otherwise attempt to discover the source code of the Service; (iv) modify, alter or adapt the Service or the data provided by the Service for other uses; or (v) or use the Service to make automated decision making where not permissible by applicable law.
2.1.2 Non-API Service. Except as permitted under Section 2.8, if Customer is subscribed to Non-API Service, in addition to the restrictions in subsection 2.1.1, Customer also agrees not to, and not to permit a third party to: (vi) collect content or information; or (vii) use the Service any differently than to perform searches by a single person per user account; nor share Customer’s login information with any third party or between different users within Customer’s organization any data that has not been previously enriched under the applicable order;
2.2. Query Records. A Query Record(s) consists of a search submission/request by Customer and a response by the Service. Pipl retains Query Records for technical monitoring, usage metrics, product/service analytics, manner of usage, metadata, service quality improvements, troubleshooting, billing purposes and for presentation of Customer’s search history page in the Service. Pipl shall: (a) not use the information in the Query Record for any purpose other than those mentioned above; and (b) shall maintain appropriate administrative, technical and physical security measures to protect this information against unauthorized access or disclosure. Alternatively, Customer shall have the option to disable retention of Query Records (“Detailed Log Disabled”), in which case no personally identifiable information submitted to the Services shall be retained; however Customer acknowledges that utilizing Detailed Log Disabled may, among other things, prevent Customer from viewing its transaction/search history, as well as hinder Pipl’s efforts should troubleshooting the Service become necessary. Notwithstanding the foregoing or anything else in these TOS, non-personally identifiable information may still be retained for technical monitoring, usage metrics, product/service analytics, manner of usage, metadata, service quality improvements, troubleshooting, billing purposes and/or other purposes necessary to provide the Services. For more information, visit Pipl’s Privacy Center: https://pipl.com/privacy-center.
2.3. Appropriate Conduct. Customer agrees that it is responsible for Customer’s own conduct and content while using the Service and for any consequences thereof. Customer’s use of the Service must be in accordance with the documentation and the TOS.
2.4. Prohibited Uses. By accessing, browsing, or using the Service or any information provided through the Service, Customer agrees to the following restrictions:
2.4.1. Customer will not use any of the information acquired through the Service in a manner contrary to or in violation of any applicable international, national, federal, state, or local law, rule, or regulation having the force of law.
2.4.2. Customer represents and warrants that its use of the Service does not and will not infringe on the intellectual property rights of any third party and will otherwise comply with all applicable laws.
2.4.3 If Customer or Customer’s end-user is a U.S. entity or that the person searched in the Service is a U.S. person, Customer further represents and warrants that Customer will not, and will instruct Customer’s users not to, use the information made available by the Service to determine a consumer’s eligibility for (a) credit or insurance for personal, family or household purposes, (b) employment or (c) a government license or benefit or (d) any other purpose governed by the Fair Credit Reporting Act (FCRA). 15 U.S.C.A. § 1681, et seq. (the “FCRA”), the Federal Trade Commission or court interpretations of the FCRA, and similar state statutes.
2.4.4. Customer will not use the Service in any manner that could harm, infect, take over, disable, overburden, or otherwise impair any of Pipl’s computer systems, including, but not limited to, the servers, networks, and other components connected to or used for this website.
2.4.5. Customer will not make any use of the trademarks, service marks, trade names, logos, and graphics on the Service without Pipl’s prior written consent.
2.4.6. Customer will not use any robot, spider, other automatic software or device, or manual process to monitor or copy the Service or the information provided through the Services without Pipl’s prior written consent, or as permitted under Section 2.8.
2.4.7. Customer will not use or otherwise export or re-export the Service, or any portion thereof, in violation of the export control laws and regulations of the United States of America or any other applicable country.
2.4.8. Customer further represents and warrants that Customer will not use the data retrieved from the Service to target and/or offer Customer’s goods/services to data subjects from the European Economic Area or the United Kingdom.
2.5 Cache. Customer may store data returned by the API Service for future use during the Term, only (“Cached Data”). Cached Data includes Connector Data retained in an AI Tool, as described in Section 2.8.8.
2.6 Service Level and Availability.
2.6.1 Uptime Commitment. Pipl shall use commercially reasonable efforts to make the Service will be available for 99.9% of the time during each calendar month (“Uptime”). Uptime will not include periods the Service are unavailable due to: (i) Routine Maintenance (defined below), (ii) Urgent Maintenance (defined below); (iii) Customer’s, or Customer’s end users’, employees’, contractors’, or agents’ negligence, acts or omissions, (iv) the failure or malfunction of equipment, network, software, applications or systems not owned or directly controlled by Pipl; (v) any third party or public network or systems unavailability; (vi) circumstances or causes beyond the control of Pipl, including, without limitation, events of force majeure and third-party attacks on the Pipl network (such as ping and denial of service attacks), or (vii) breach of the TOS by Customer or Customer’s end users, employees, contractors or agents (collectively, “Exclusions”).
2.6.2 Maintenance. Except for Urgent Maintenance (defined below), Pipl will conduct all weekly routine maintenance on the Service within a scheduled maintenance window on Sundays starting at 12AM EST, and typically will not exceed six (6) hours (“Routine Maintenance”). Routine Maintenance ordinarily will not cause an interruption of the Service, but it may increase the risk of an interruption. If Pipl anticipates that any Routine Maintenance will interrupt the Service longer than one (1) hour, or if Pipl needs to perform any Routine Maintenance outside of the regularly scheduled maintenance window for more than one (1) hour, then Pipl will use commercially reasonable efforts to notify Customer via the e-mail Customer provided in Customer’s account information at least 48 hours in advance. If Pipl determines that immediate maintenance on the Service is required (“Urgent Maintenance”), Pipl can perform such Urgent Maintenance at any time and for any period of time (as determined by Pipl), and Pipl will provide Customer with notice of Urgent Maintenance as soon as reasonably practicable under the circumstances.
2.6.3 Remedy. If Pipl determines it has not met the foregoing commitment(s) for a given calendar month, upon request by Customer within 14 days of the end of the applicable month, Pipl shall provide an applicable service credit of 10% from Customer’s next invoice; provided that Service credits will not be offered if the Service are unavailable as a result of any Exclusions enumerated in Section 2.6.1 above. If Customer requires support, Customer may contact Pipl’s support team at support@pipl.com.
2.7 Use of Artificial Intelligence.
2.7.1 AI Features. The Service may include features that use generative artificial intelligence technologies, including large language models made available by third-party providers (“AI Features”), including an AI-powered assistant within the Non-API Service that helps users review, summarize, and analyze search results (the “AI Agent”). When using the AI Agent, Customer’s users are interacting with an artificial intelligence system and not a human. The AI Agent does not provide customer support, and support requests should be directed to Customer’s account manager or Pipl’s support team. Content generated by an AI Feature is referred to herein as “AI Output.” Customer shall ensure that its users review and accept the AI notice presented within the Service before using the AI Agent, and Customer acknowledges that a user’s continued use of AI Features constitutes acceptance of this Section 2.7 on Customer’s behalf.
2.7.2 Informational Purposes Only; No Automated Decisions. AI Features are assistive tools only. AI Output is provided for informational purposes, does not constitute, form part of, or modify any search result, match, score, or other output of the Service, and is not a recommendation to take or refrain from taking any action. AI Features do not make, and are not designed to make, any decision regarding any individual. Customer remains solely and entirely responsible for all decisions made in connection with its use of the Service, including any decision informed in whole or in part by AI Output. Customer shall ensure that AI Output is subject to appropriate human review and independent verification before it is relied upon. Sections 2.1.1(v) and 2.4.3 apply to AI Output in the same manner as to all other information provided by the Service.
2.7.3 Data Accessed by the AI Agent. The AI Agent’s access to data is limited to information from Pipl’s proprietary index. The AI Agent is not provided with the search inputs, account information, or other personal data submitted to the Service by Customer or its users. The AI Agent does not process your personal data.
2.7.4 Restrictions on AI Agent Inputs. Customer shall not, and shall ensure that its users do not, enter into the AI Agent: (i) any personal data or personally identifiable information, including names, email addresses, phone numbers, usernames, IP addresses, or other identifiers of any individual; (ii) the content of any search query or Query Record; or (iii) any confidential information of Customer or any third party. Pipl may implement technical measures designed to detect and block such inputs and may delete any input submitted in violation of this Section 2.7.4. Customer is solely responsible for any input submitted in violation of this Section 2.7.4.
2.7.5 Third-Party AI Providers; No Model Training. Pipl engages third-party providers of AI technologies under terms that prohibit such providers from using inputs to or outputs of AI Features to train or improve their models and that limit such providers’ retention of such inputs and outputs. Pipl does not use inputs to or outputs of AI Features to train the AI Agent or any Pipl machine learning model.
2.7.6 Opt-Out. Customer’s account administrator may disable AI Features at any time through the Service’s administrative settings. Disabling AI Features will not affect Customer’s access to other Service functionality.
2.7.7 AI Output; Modifications. AI Output is information provided by the Service and is subject to Section 1.3 and the use restrictions set forth in these TOS. Pipl may add, modify, or discontinue AI Features from time to time. If Pipl introduces AI Features that process personal data submitted by Customer or its users, Pipl will update these TOS and, where applicable, its Data Protection Addendum and list of sub-processors before such features are made available to Customer.
2.8 Authorized AI Integrations.
2.8.1 Definitions. For purposes of this Section 2.8:
(a) “AI Tool” means an artificial intelligence model, assistant, agent or similar automated tool provided by a party other than Pipl, such as an assistant based on a large language model;
(b) “AI Provider” means the provider of an AI Tool;
(c) “Pipl Connector” means a Model Context Protocol server or other integration that Pipl makes available, and identifies in the documentation, through which an AI Tool may access the API or the Non-API Service;
(d) “Eligible AI Account” means an account with an AI Provider held in Customer’s name under business or enterprise terms under which the AI Provider (i) processes data submitted through the AI Tool solely on Customer’s behalf as Customer’s processor or service provider, (ii) does not use such data to train, fine-tune or otherwise improve any artificial intelligence model, (iii) provides Customer with control over the retention and deletion of such data, (iv) does not retain such data, including in logs kept for abuse monitoring or safety review, for longer than [thirty (30)] days except as Customer’s own retention settings direct, and (v) protects such data with administrative, technical and physical safeguards no less protective than those Pipl requires of its own AI providers, including encryption in transit and at rest; an individual or consumer account, whether free or paid, is not an Eligible AI Account;
(e) “Connector Data” means all requests submitted to, and all data, results, scores and other output returned by, the Service through a Pipl Connector;
(f) “User” means an individual employee or contractor of Customer whom Customer has authorized to use the Service; and
(g) “Authorized AI Integration” means use of a Pipl Connector by a User through an Eligible AI Account in accordance with this Section 2.8.
2.8.2 Acceptance; Relationship to Section 2.7. By enabling, authorizing or using a Pipl Connector, Customer agrees to this Section 2.8, which applies to Customer from the first such enablement, authorization or use. Customer represents that each person who enables a Pipl Connector on Customer’s behalf has authority to bind Customer to this Section 2.8. AI Tools are not AI Features, and Section 2.7 does not apply to AI Tools or to content generated by them. Pipl Connectors do not provide access to AI Features, which are available only to users interacting directly with the Service.
2.8.3 Permission and Instruction. Subject to these TOS and the documentation, Customer may access the Service through an Authorized AI Integration. By enabling a Pipl Connector, Customer instructs Pipl to transmit Connector Data to the AI Tool that Customer’s User has authorized. Solely to the extent of that transmission and of the AI Provider’s processing of Connector Data on Customer’s behalf for the purpose permitted under Section 2.1, the AI Provider shall not be considered a third party for purposes of Sections 1.3, 2.1.1(i), (ii) and (iv), 2.1.2(vi) and 2.4.6. Customer is responsible for the acts and omissions of each AI Provider with respect to Connector Data as if they were Customer’s own. Any other access to the Service through an AI Tool, including by entering a Service key or login credentials into an AI Tool, by connecting any Model Context Protocol server or similar integration not provided by Pipl, or by operating the Non-API Service through a browser-controlling or computer-use agent, requires Pipl’s prior written consent.
2.8.4 Credentials and Attribution. Customer may connect a Pipl Connector only through the authentication method Pipl provides, and each authorization must be tied to a single named User. Customer shall not share an authorization among Users or use an authorization for an unattended or shared service account. Any request made through a Pipl Connector under a User’s authorization is deemed made by that User on Customer’s behalf, constitutes Customer’s instruction to Pipl, and counts as use of the Service under Customer’s subscription or order, and Customer shall pay all fees arising from it. Pipl may apply rate, volume and other usage limits to Pipl Connectors.
2.8.5 Non-API Service Through AI Tools. Where a Pipl Connector provides access to the Non-API Service, each search must be initiated by the authenticated User during an interactive session. Customer shall not configure or permit an AI Tool to run Non-API Service searches on a scheduled, background, bulk or autonomous multi-step basis without the User’s initiation of each search. Use of the Non-API Service through a Pipl Connector in compliance with this Section 2.8.5 shall not be a breach of Section 2.1.2(vi) or (vii) or Section 2.4.6.
2.8.6 Use Restrictions Continue to Apply. All restrictions in these TOS apply to Connector Data and to any AI Tool output derived from Connector Data, including Sections 2.1, 2.1.1(v), 2.4.3 and 2.4.8. Customer shall use AI Tool output derived from Connector Data only as an aid to decisions made under Customer’s own human oversight, and shall not use an AI Tool with Connector Data to make any decision producing legal or similarly significant effects on an individual without meaningful human review. Customer is solely responsible for complying with all laws governing automated decision-making and artificial intelligence that apply to its use of AI Tools, including Article 22 of the EU General Data Protection Regulation and the UK General Data Protection Regulation and Regulation (EU) 2024/1689 (the EU Artificial Intelligence Act).
2.8.7 AI Providers; No Model Training. Customer shall ensure that no AI Provider uses Connector Data for its own purposes or discloses Connector Data to any person other than Customer. Customer shall not, and shall not permit any person to, use Connector Data to train, fine-tune, evaluate or otherwise improve any artificial intelligence or machine learning model. Customer shall not store Connector Data in persistent AI Tool features, such as memory, project knowledge, knowledge bases or reusable instructions, except as permitted under Section 2.8.8. Customer represents and warrants that each AI account it uses with a Pipl Connector is an Eligible AI Account throughout such use, and Customer shall immediately stop using a Pipl Connector with any account that ceases to qualify.
2.8.8 Retention and Deletion. Connector Data retained in an AI Tool, including in conversation history and logs, is Cached Data subject to Section 2.5. Customer shall configure the retention settings of each Eligible AI Account to comply with this Section 2.8.8. Upon termination of these TOS, Customer shall delete all Connector Data from its AI Tools in accordance with Section 8.3, and upon Pipl’s request an officer of Customer shall certify such deletion in writing. Customer acknowledges that once Connector Data is transmitted to an AI Tool it is no longer under Pipl’s control, and Pipl cannot delete it from the AI Tool.
2.8.9 AI Tools Are Third-Party Products. AI Tools are not part of the Service and are selected and used by Customer at its own discretion and risk under the AI Provider’s terms. Pipl has no responsibility or liability for, and makes no warranty regarding: (i) the processing, use, disclosure, retention, security or deletion of Connector Data by any AI Provider or AI Tool; (ii) any content generated by an AI Tool, including summaries, inferences or conclusions about any individual, which may be inaccurate or incomplete and is not information provided by the Service; or (iii) the acts or omissions of any AI Provider. Customer is solely responsible for obtaining all rights, notices, consents and other legal bases required for the transmission and processing of Connector Data by its AI Providers.
2.8.10 Changes, Suspension and Breach. Pipl may modify, suspend or discontinue any Pipl Connector, or revoke any authorization, at any time, including where Pipl reasonably believes a User or AI Tool is being used in breach of these TOS. Any unavailability of a Pipl Connector caused by an AI Tool or AI Provider is an Exclusion under Section 2.6.1. Any breach of this Section 2.8 is a material breach of these TOS.
2.8.11 Customer Indemnity for AI Integrations. Customer shall defend Pipl, its affiliates, and their respective shareholders, directors, officers, employees and agents (the “Pipl Indemnitees”) against any claim, suit, demand, regulatory inquiry or proceeding brought by a third party or governmental authority arising from or related to: (i) Customer’s or any User’s use of a Pipl Connector or AI Tool in breach of this Section 2.8 or applicable law; (ii) any AI Provider’s processing, use, disclosure, retention or security of Connector Data; or (iii) any decision made, or action taken, by Customer or any User based in whole or in part on output of an AI Tool derived from Connector Data (each, an “AI Integration Claim”). Customer shall indemnify and hold harmless the Pipl Indemnitees from and against all damages, losses, fines, penalties, settlement amounts, costs and expenses (including reasonable attorneys’ fees) arising from any AI Integration Claim, to the extent permitted by applicable law. Pipl shall notify Customer promptly of any AI Integration Claim (provided that any delay relieves Customer of its obligations only to the extent Customer is materially prejudiced), give Customer control of its defense and settlement, and provide reasonable cooperation at Customer’s expense; however, Customer shall not settle any AI Integration Claim in a manner that imposes any liability or obligation on, or requires any admission by, any Pipl Indemnitee without Pipl’s prior written consent, and Pipl may participate in the defense with counsel of its choosing at its own expense. Customer’s obligations under this Section 2.8.11 are in addition to Section 4 and, notwithstanding Section 6 or any other provision of these TOS, are not subject to any exclusion of damages or any limitation or cap on liability.
3.1 Confidential Information. “Confidential Information” means non-public information or data (i) held in confidence by a Party and supplied by or on behalf of such Party (“Disclosing Party”) to the other Party, or to an officer, director (or its equivalent), employee, agent or contractor of any kind for the benefit of the other Party (“Receiving Party”), or (ii) acquired by the Receiving Party in the course of performance under this TOS. Confidential Information includes all information which a reasonable person should consider confidential in the context of its disclosure or due to the nature of the information itself, and may include price information, technical and non-technical information, intellectual property rights, know-how, designs, techniques, plans, products, systems, processing, data sources, analyses, compilations, reports or any other information relating to any research project, work in process, future development, marketing or business plans or financial or personnel matters relating to either Party or its present or future products, sales, suppliers, customers, employees, investors, Affiliates of Customer or Pipl.
3.2 Non-Confidential Information. Confidential Information does not include information that: (i) is now or subsequently becomes available in the public domain other than through a breach of this TOS by the Receiving Party; (ii) was available to Receiving Party prior to disclosure of the Confidential Information by Discloser to Receiving Party hereunder; (iii) information Receiving Party obtain from a third party; provided that to Receiving Party’s knowledge, such third party was not in breach of a confidentiality obligation; (iv) was or is independently developed by Receiving Party without use of the Confidential Information, or (v) is Query Records, personal data or personally identifiable information submitted through the Service. Receiving Party shall maintain in confidence Disclosing Party’s Confidential Information and protect that Confidential Information from any unauthorized disclosure, access, use, destruction, alteration or loss, exercising at least the same degree of care as Receiving Party exercises for its own confidential and proprietary information, but not less than a reasonable degree of care. Following any termination or expiration of the TOS or other mutually signed written agreement, and at Disclosing Party’s written request, Receiving Party shall destroy all of Disclosing Party’s Confidential Information in its possession or control, except as necessary to comply with applicable laws.
Each party (as the “Indemnifying Party”) shall hold harmless and indemnify the other party and its affiliates, and their shareholders, directors, officers, employees, partners and agents (as the “Indemnified Party”) from and against all direct damages, losses, costs and expenses of any kind (including reasonable legal fees and costs, collectively "Losses") finally awarded by any court of competent jurisdiction against and resulting from, arising out of, or related to any third party claim against an Indemnified Party related to the Indemnifying Party’s material breach of these TOS. Customer’s defense and indemnification obligations under Section 2.8.11 apply in addition to, and are not limited by, this Section 4.
CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT:
5.1. CUSTOMER’S USE OF THE SERVICE IS AT CUSTOMER’S SOLE RISK. THE DATA AND SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PIPL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER REGARDING THE ACCURACY OR RELIABILITY OF SERVICE RESULTS DATA, SCORING OR OTHER ANY OTHER OUTPUT OF THE SERVICE.
FURTHERMORE, AI OUTPUT IS GENERATED BY PROBABILISTIC SYSTEMS AND MAY CONTAIN FACTUAL INACCURACIES, OMISSIONS, BIASES, OR OTHER ERRORS (INCLUDING “HALLUCINATIONS”). PIPL MAKES NO WARRANTIES OR GUARANTEES REGARDING THE RELIABILITY, COMPLETENESS, ACCURACY, TIMELINESS, OR USEFULNESS OF ANY AI OUTPUT, AND ANY RELIANCE BY CUSTOMER ON AI OUTPUT IS AT CUSTOMER’S SOLE RISK.
5.2 PIPL MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
5.3 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS DONE AT CUSTOMER’S OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
5.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM PIPL OR THROUGH OR FROM THE PIPL SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
5.5 WE RESERVE THE RIGHT TO DISCLOSE INFORMATION TO THIRD PARTIES IF WE BELIEVE WE ARE REQUIRED TO DO SO BY LAW OR HAVE A GOOD-FAITH BELIEF THAT SUCH ACCESS OR DISCLOSURE IS REASONABLY NECESSARY TO EITHER:
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY 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 PIPL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER’S TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER PARTY UNDER THESE TOS, WHETHER BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER CAUSE OF ACTION RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PIPL IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THESE TOS AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THESE TOS WOULD BE SUBSTANTIALLY DIFFERENT. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 6 SHALL NOT APPLY TO CUSTOMER’S OBLIGATIONS UNDER SECTION 2.8.11. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TOS.
Pipl shall employ commercially reasonable efforts to ensure its information security program is designed and implemented during the Term of these TOS and/or any applicable Service order to reasonably and adequately mitigate material risks identified by the Parties related to the provision of the Service, as well as remediate material vulnerabilities through periodic scanning, evaluating and testing. Pipl will employ commercially reasonable efforts to safeguard against the destruction, loss, alteration, or unauthorized disclosure of or access to Customer’s Confidential Information in the possession of Pipl’s personnel (“Data Safeguards”). Notwithstanding the foregoing, Pipl is SOC2 Type II compliant, and Customer hereby acknowledges that Pipl maintains applicable Data Safeguards and is therefore compliant with applicable information security standards required under this TOS or applicable Service order(s).
8.1 Term. Unless terminated earlier as provided herein, the term of the Service commence and be valid for, as applicable:
(i) for Non-API Service, the date upon which Customer agrees to the TOS and shall continue in force thereafter for a period of one (1) year. Unless either party provides written notice of non-renewal at least thirty (30) days prior to expiration, the TOS agreement shall automatically renew for successive one (1) year period(s) at Pipl’s then current rates; or
(ii) the duration of the Subscription Period, as defined in the applicable Pricing Appendix, service order or other written and signed instrument between Customer and Pipl; or
(iii) if Customer purchased a pre-paid API key under the API Service, unless terminated earlier as provided herein, the term of the API Service shall commence on the date Customer purchased such pre-paid key and shall continue in force thereafter until all matches of the applicable API key have been exhausted; or
(iv) if Customer is using the API Service on a month-to-month consumption basis, the Term of the API Service shall commence on the date Customer activates its API key(s) and shall continue in force thereafter until the end of the calendar month that Customer’s last API request was sent; or
Notwithstanding sections (iii) and (iv), if Customer uses the API Service on both a pre-paid and month-to-month consumption basis, the terms of that section shall apply to the usage of that section.
8.2 Termination.
1. Either Party may terminate this TOS: (i) immediately by written notice to the other Party for actual breach of confidentiality; (ii) if either Party fails to cure within thirty (30) days of its receipt of written notice thereof of any material breach of any of the provisions of this TOS; and/or (iii) immediately upon written notice if a Party becomes the subject of any proceedings under local, state, provincial, federal or other applicable law for the relief of debtors or otherwise becomes insolvent, or bankrupt, or makes assignments for the benefit of creditors.
2. Pipl may, at any time, terminate these TOS and/or Customer’s access to the Service at its discretion without prior notice to Customer if:
(i) Pipl reasonably believes Customer has breached any provision of the Terms; or
(ii) Pipl is required to do so by law (for example, due to change to the law governing the provision of the Service); or
(iii) Providing the Service or Customer’s usage of the Service could create an unjustified economic burden or does not align with Pipl’s policies or standards, as determined by Pipl in its reasonable good faith judgment; or
(iv) Providing the Service could create a security risk or unjustified technical burden as determined by Pipl in its reasonable good faith judgment; or
(v) Customer engages in any action that reflects poorly on Pipl or otherwise disparages or devalues Pipl’s reputation or goodwill.
8.3 Effect of Termination. Upon the termination of the TOS for any reason: (i) all licenses and/or rights granted herein shall terminate; and (ii) if Customer was authorized to cache the API data, Customer shall immediately delete any and all copies of Pipl’s data (in its entirety) in Customer’s possession, including in any AI Tool (as defined in Section 2.8), and otherwise cease use of Cached Data. Pipl reserves the right to audit and verify such deletion, including but not limited to, requiring an officer of the Customer to certify in writing that such deletion has occurred.
9.1 Entire Agreement. This TOS agreement, as well as any applicable Pricing Appendix, data processing agreement and any other exhibits, appendices, or schedules annexed herein, embodies the entire understanding between the parties with respect to the subject matter hereof and supersedes any and all prior understandings and agreements, oral or written, relating thereto.
9.2 Governing Law. The TOS and the relationship between Customer and Pipl shall be governed by and construed under the laws of the State of New York, New York, without respect to its conflict of laws principles. Customer and Pipl agree to irrevocably submit to the personal jurisdiction of the competent courts located in New York County, New York, U.S.A. The Parties expressly acknowledge and agree that the United Nations Convention of Contracts for the International Sale of Goods does not apply to the terms of this TOS agreement.
9.3 Class Action and Collective Arbitration Waiver. To the maximum extent permitted by applicable law, neither the Customer nor Pipl shall be entitled to consolidate, join or coordinate disputes by or against other individuals or entities, or participate in any collective arbitration or arbitrate or litigate any dispute in a representative capacity, including as a representative member of a class or in a private attorney general capacity. In connection with any dispute, any and all such rights are hereby expressly and unconditionally waived.
9.4 Severability. Should any provision of this TOS agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions shall not be affected thereby.
9.5 Limitations Period. Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Pipl Service or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
9.6 Headings and Captions. The headings and captions contained in this TOS agreement are inserted for convenience only and shall not constitute a part hereof.
9.7 Order of Precedence. In the event of any inconsistency or conflict between the terms of this TOS, Addendum, Pricing Appendix, service order, or other written and signed document issued under this TOS, the terms of the TOS shall prevail.
9.8 Notices. All notices, requests and demands, other than routine communications under this TOS agreement, shall be in writing and shall be deemed to have been duly given when delivered by email, or one (1) business day after being given to an overnight courier with a reliable system for tracking delivery, or three (3) business days after the day of mailing, when mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid, and addressed as set forth below. Notices to Pipl should be sent to: Pipl, Inc., Attn: Legal Dept, 510 S. Clearwater Loop, Suite 100, Post Falls, Idaho, 83854 USA. Either Party may change its address or its designated addressee by giving written notice to the other Party in accordance with the terms of this section.
9.9 Customer Reference. Customer acknowledges and accepts that Pipl has the right to use Customer’s name and logo to identify Customer as a customer of Pipl or user of the Service, on Pipl’s website, marketing materials or otherwise by public announcements. Customer may revoke such right, at any time, by contacting legal@pipl.com.
9.10 Third Party Beneficiaries. Nothing in the TOS should be construed to confer any rights to third party beneficiaries.
9.11 Remedies. Customer acknowledges that Customer’s breach of service/access restrictions contained herein may cause irreparable harm to Pipl, the extent of which would be difficult to ascertain. Accordingly, Customer agrees that, in addition to any other remedies to which Pipl may be legally entitled, Pipl shall have the right to seek immediate injunctive relief in the event of a breach of such sections by Customer or any of Customer’s officers, employees, consultants or other agents.
9.12 Survival. In the event of any termination or expiration of the Terms of Service for any reason, Sections 1.4-1.6, 2.3, 2.8.7, 2.8.8, 2.8.9, 2.8.11, 3-6, 9.2-9.5, and 9.10-9.11 shall survive termination. Neither party shall be liable to the other party for damages of any sort resulting solely from terminating the TOS in accordance with its terms.
9.13 Force Majeure. Except with respect to delays or failures caused by the negligent act or omission of either Party, any delay in or failure of performance by either Party under this TOS agreement will not be considered a breach of this TOS (but does not include non-payment) and will be excused to the extent caused by any occurrence beyond the reasonable control of such Party including, but not limited to, acts of God, acts of government, pandemics, local governmental restrictions, terrorism, acts of war, or failures of the Internet, provided that the Party affected by such event will immediately begin or resume performance as soon as practicable after the event has abated. If the act or condition beyond a Party’s reasonable control that prevents that Party from performing any of its obligations under this TOS agreement continues for fifteen (15) days or more, then the other Party may terminate this TOS agreement and/or the applicable Service Order(s) immediately upon written notice to the non-performing Party.
9.14 Assignment. Customer may not assign its rights or obligations under this TOS agreement without the prior written consent of Pipl. Any attempted assignment in derogation of the foregoing sentence will be null and void. Pipl may freely assign its rights and obligations under this TOS agreement, whether in connection with a merger, acquisition, sale of assets, by operation of law or otherwise. This TOS agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.
