Terms & Conditions

Thanks for your interest in Pipsy.io, ("Pipsy", “we”, “us”, “our”), our web-based application, along with our related websites, SMS, networks, applications, phone calls, email, and other services provided by us (collectively, the “Service”).

The following Terms & Conditions (“Terms”) govern your access to and use of the Service, including all text, graphics, images, information or other materials available through the Service (the “Content”), and constitute a binding legal agreement between you and Pipsy.

You acknowledge and agree that by accessing or using the Service you are indicating that you have read, understand, and agree to be bound by these Terms, whether or not you register as an Authorized User of the Service. If you do not agree to these Terms, then you have no right to access or use the Service.

1. Pipsy Service Overview

Pipsy offers a cloud-hosted software-based service which is designed to be an AI-powered digital assistant that automates your communities lot inventory, sales reporting, analytics, and day-to-day operations.

2. Eligibility

In order to utilize the Service you must be an individual of an organization who has signed up to received service (“Authorized User”). Any individual using access credentials for accounts authenticated by Pipsy will be presumed to be authorized by Customer unless Customer notifies Pipsy that such individual is not authorized. The Service is not intended for use by minors.

As an Authorized User, you agree that in order to receive a benefit from the Service, you must at a minimum:

• (a) follow the protocol(s) as provided in any content by the Service; and
• (b) follow the direction(s) provided by the Customer.

3. Content License

Subject to your compliance with the terms and conditions of these Terms, Pipsy grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access and view any Content solely for your personal and non-commercial purposes. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service, or the Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Pipsy, except for the licenses and rights expressly granted in these Terms.

4. Ownership

The Service, and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms, Pipsy exclusively owns all right, title and interest in and to the Service, and Content, including all associated intellectual property rights.

5. Third Party Terms

Pipsy may provide tools through the Service that enable information to be exported, including User Content, to third party services. By using one of these tools, you agree that Pipsy may transfer that information to the applicable third party service. Third party services are not under Pipsy’s control, and, to the fullest extent permitted by law, Pipsy is not responsible for any third party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under Pipsy’s control, and Pipsy is not responsible for their content. The providers of Third Party Materials and Third Party Websites (each, a “Third Party Service Provider”) may collect and use certain information about you, as specified in their privacy policies and terms of use. Prior to using or providing any information to any Third Party Service Provider, you should review their privacy policy and terms of use. If you do not understand or do not agree to the terms of a Third Party Service Provider’s privacy policy and/or terms of use, you should not use the services.

6. User Content

6.1 User Content Generally

Certain features of the Service may permit users to upload content to or send content through the Service, including SMS messages, photos, video, images, folders, data, text, and other types of works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you upload to the Service.

6.2 User Content License Grant

By providing User Content to or via the Service, you grant Pipsy a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, process, transfer, reproduce, modify for the purpose of formatting, and distribute your User Content, in whole or in part, for purposes of providing the Services.

6.3 User Content Representation and Warranties

By providing you with the ability to post and use User Content in delivering the Services, Pipsy is not undertaking any obligation or liability relating to any User Content or activity related thereto, nor does Pipsy endorse any such User Content or activities. You are solely responsible for your User Content and the consequences of providing User Content via the Service. You agree not to upload, post, transmit, display, perform or distribute any content, information or other materials in violation of any third party’s copyrights, trademarks or other intellectual property or proprietary rights, or rights of publicity or privacy, or in violation of any applicable law, rule or regulation. Additionally, you warrant that your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF LAWS AND FOR ANY INFRINGEMENT OF THIRD PARTY RIGHTS CAUSED BY YOUR USER CONTENT AND USE OF THE SERVICES.

7. Prohibited Conduct

By using the Service, you agree not to:

• a. Send or provide any illegal content through the Service;
• b. Use, display, mirror or frame the Service, or any individual element within the Service, any trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page;
• c. Access, tamper with, or use non-public areas of the Service, Pipsy’s computer systems, or the technical delivery systems of Pipsy’s providers;
• d. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented to protect the Service or the Content;
• e. Use the Service or the Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;
• f. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service or the Content;
• g. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
• h. Violate any applicable law or regulation; or
• i. Encourage or enable any other individual to do any of the foregoing.

8. Modification of these Terms

Pipsy reserves the right, at its sole discretion, to modify or terminate the Service or to modify these Terms at any time and without prior notice. If we modify these Terms, we will post the modification through the Service or provide you with notice of the modification. By continuing to access or use the Service after we have posted a modification through the Service or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Service.

9. Termination and Modification of the Service

If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Pipsy may, at its sole discretion, terminate these Terms or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. Pipsy reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Pipsy will have no liability for any changes to the Service or any suspension or termination of your access to or use of the Service.

10. Other Considerations

Although Pipsy employees and affiliates make an effort to provide quality information to you, Pipsy disclaims any implied guarantee regarding the accuracy, completeness, timeliness, or relevance of any information provided through this Service.

11. Indemnification

You agree to defend, indemnify, and to hold harmless Pipsy, together with its officers and directors, from any and all liabilities, penalties, claims, causes of action, and demands brought by third parties (including the costs, expenses and attorneys' fees on account thereof) arising, resulting from or relating to: (a) your use of the Service, or your inability to use the Service; or (b) an allegation that you violated any representation, warranty, covenant or condition in these Terms. Your agreement to defend, to indemnify, and to hold Pipsy (and its officers and directors) harmless applies whether a claim against Pipsy is based in contract or tort (including strict liability), and regardless of the form of action, including but not limited to your violation of any third party right, a claim that the Service caused damage to you or to any third party and/or your use and access to the App and Service. This indemnification section shall survive your termination of or cessation of use of the Service.

12. Disclaimers

THE SERVICE AND CONTENT ARE PROVIDED BY Pipsy STRICTLY ON AN "AS IS", WITH ALL FAULTS, AND "AS AVAILABLE" BASIS. Pipsy DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. Pipsy MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND HEREBY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN Pipsy WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

13. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL Pipsy, ITS SUBSIDIARIES, OR THEIR OFFICERS, DIRECTORS, MANAGERS, MEMBERS, AGENTS, AND REPRESENTATIVES, HAVE ANY LIABILITY FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES INCURRED BY YOU (INCLUDING DAMAGES FOR LOST BUSINESS, LOST PROFITS, OR LOST WAGES), REGARDLESS OF HOW SUCH DAMAGES ARISE AND REGARDLESS OF WHETHER OR NOT Pipsy WAS ADVISED SUCH DAMAGES MIGHT ARISE. YOU EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION CONSTITUTE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND Pipsy.

14. Dispute Resolution and Arbitration

14.1 Dispute Resolution and Arbitration Generally

In the interest of resolving disputes between you and Pipsy in the most expedient and cost effective manner, and except as described in Section 14.2, you and Pipsy agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any party who intends to seek arbitration must first send a written notice of the dispute to the other party. The notice of arbitration must describe the nature and basis of the claim or dispute; and set forth the specific relief sought.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Pipsy ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

14.2 Exceptions

Despite the provisions of Section 14.1, nothing in these Terms will waive, prevent, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

15. International Use

The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

16. Miscellaneous

These Terms and any action related thereto will be governed by the laws of the State of Texas without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the federal or state courts located in Texas, and each of the parties hereto consents to the personal jurisdiction and venue in such courts. These Terms constitute the entire and exclusive understanding and agreement between Pipsy and you regarding the Service and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Pipsy and you regarding the Service and Content. You may not assign or transfer these Terms, by operation of law or otherwise, without Pipsy’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. The failure of Pipsy to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that or any other right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Pipsy. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

17. Consent to Electronic Communications

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

18. Additional Terms

Your use of any Services with which we may be affiliated may be subject to additional terms, including terms and conditions provided by a third party. If you do not agree with any of these additional terms and conditions, you are not authorized to use the Services subject to such additional terms.

19. Privacy Policy

Please read the Privacy Policy carefully for information relating to our collection, use, storage, disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of these Terms.

20. Digital Copyright Act Policy

If you have evidence or otherwise believe that your rights or the rights of a third party have been violated and you want Pipsy to delete, edit, or disable the material in question, you must provide Pipsy with all of the following information:

• (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
• (b) identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works are covered by a single notification, a full list of such works;
• (c) identification of the material that is claimed to be infringed and that is to be removed, and information sufficient to permit Pipsy to locate the material;
• (d) information sufficient to permit Pipsy to contact you, such as an address, telephone number, and if available, an electronic mail address;
• (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• (f) a statement that the information in the notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.