pipIQ Terms of Service

Last.Updated July 14, 2025

 

These Terms of Service ("Terms") constitute a legally binding agreement governing your access and use of the pipIQ software-as-a-service platform and related services ("Services") provided by FTSBN, Inc., dba “pipIQ” ("pipIQ," "we," "us," or "our"), a Georgia corporation. By accessing, subscribing, or otherwise using the Services, you agree to comply fully with these Terms. If you accept these Terms on behalf of a business or other legal entity, you represent and warrant that you possess the authority to legally bind that entity to these Terms.

 

1. Definitions

To ensure clear interpretation and avoid ambiguity, we provide explicit definitions of key terms used throughout these Terms:

 

"Customer" refers to the individual or legal entity subscribing to, accessing, or utilizing our Services.

 

"User Data" means all data, content, information, and materials uploaded or submitted to pipIQ's Services by Customer or its authorized users.

 

"Documentation" includes our online user guides, FAQs, support materials, and other explanatory documentation made available regarding the Services.

 

2. License Grant and Restrictions

2.1 License Grant

Subject to your ongoing compliance with these Terms, including timely payment of applicable fees, pipIQ grants Customer a limited, non-exclusive, non-transferable,

 

revocable right and license to access and utilize the Services and Documentation solely for Customer's internal business operations.

2.2 Restrictions

Customer agrees explicitly that it will not allow or encourage any third party to engage in any of the following activities:

 

Modify, adapt, translate, or otherwise create derivative works based on the Services or Documentation.

 

Copy, rent, lease, sublicense, distribute, sell, or commercially exploit the Services or Documentation.

 

Reverse engineer, decompile, disassemble, or attempt in any manner to derive source code or underlying structures of the Services.

 

Attempt to bypass, disable, or otherwise interfere with any security mechanisms, controls, or technical protections associated with the Services.

 

Use the Services to transmit or store unlawful, defamatory, harassing, abusive, fraudulent, or otherwise objectionable materials.

 

Use the Services to develop or provide competitive products or services. Access or utilize the Services through any means other than interfaces explicitly provided by pipIQ.

 

3. Customer Responsibilities

 

3.1 Acceptable Use

Customer shall ensure compliance with all applicable laws, regulations, and standards relevant to the use of the Services. Customer is solely responsible for reviewing the Documentation and ensuring that all users adhere strictly to the standards outlined therein.

 

3.2 Account Security and Management

Customer is responsible for maintaining the confidentiality and security of its account credentials, including usernames and passwords. Customer shall be liable for all activities conducted under its account and agrees to promptly notify pipIQ of any unauthorized use or security breach involving its account.

 

3.3 User Data

Customer retains full ownership of all User Data submitted to the Services. Customer is solely responsible for ensuring the accuracy, legality, appropriateness, and legitimacy of all User Data, including the means of acquisition and transmission to pipIQ.

 

4. Maximum Token Usage

4.1 Monthly Token Allowance

Customer’s subscription plan includes a monthly maximum token usage threshold of 3,000,000 AI tokens per month ("Token Allowance"), intended to accommodate typical business usage scenarios for approximately 500 active users per month. Tokens represent the quantifiable measure of usage of pipIQ’s AI-based services, including requests made via APIs, model calls, interactions, and any AI-generated outputs provided through the platform.

 

4.2 Monitoring and Notification

pipIQ employs automated monitoring systems to track Customer’s token consumption on a continuous and monthly aggregated basis. To assist Customer in managing usage and avoiding unintended overages, pipIQ will notify Customer promptly via email or in-platform notifications upon reaching 80% (2,400,000 tokens) of the Token Allowance in any given month. Additional notices will be provided as Customer approaches or exceeds the Token Allowance.

Customer is encouraged to regularly review its token usage via pipIQ’s provided usage dashboard, enabling proactive management and informed decision-making related to token consumption.

4.3 Excessive or Persistent Usage

If Customer exceeds the defined Token Allowance, pipIQ will initially notify Customer to inform them of the overage. pipIQ reserves the right to assess Customer’s ongoing usage patterns. If Customer’s usage consistently surpasses the Token Allowance for three (3) consecutive billing cycles, pipIQ shall formally notify Customer of such persistent excess usage and propose adjustments to Customer’s subscription, including increased Token Allowances, adjusted fee structures, or transition to an appropriate usage-based tier.

 

4.4 Overage Fees and Adjustments

In the event of persistent excess token consumption, pipIQ may, upon thirty (30) days’ advance written notice, propose an adjusted fee schedule reflecting Customer’s actual consumption levels. Any proposed adjustments shall only become effective upon mutual written agreement between pipIQ and Customer. Until agreement on any revised fees is reached, Customer agrees to cooperate reasonably with pipIQ to manage and reduce excess consumption.

 

4.5 Customer Responsibilities

Customer acknowledges that managing token consumption within its subscription limits is its sole responsibility. Customer agrees to proactively monitor and regulate its use of pipIQ’s services, instruct its users in responsible usage practices, and promptly respond to any usage alerts or notifications provided by pipIQ. Customer shall promptly inform pipIQ if it anticipates unusual or significant increases in token usage due to operational changes, expansions, or other foreseeable circumstances.

 

4.6 Right to Modify Token Allowances

 

pipIQ retains the right to periodically review, adjust, or modify Customer’s Token Allowance and associated fee structures to reflect market conditions, service enhancements, platform improvements, or shifts in Customer’s operational needs. Any modifications will only be implemented upon at least thirty (30) days’ advance written notice and will require Customer’s written acceptance.

4.7 Definition of Tokens

For clarity, “AI tokens” are specifically defined as digital credits representing discrete computational units consumed by pipIQ’s AI models and services. A token corresponds to a measurable unit of AI-generated output or request processing, with precise token calculations detailed explicitly in pipIQ’s Documentation. pipIQ will transparently publish any changes to token calculations or methodologies to ensure Customer is clearly informed about token consumption metrics.

 

4.8Transparency and Reporting

pipIQ will provide Customer detailed monthly reports and real-time dashboards displaying current and historical token usage. Such reports will include a clear breakdown of usage patterns, peak consumption periods, and actionable insights to assist Customer in effective usage management and capacity planning.

 

5. Fees and Payment

5.1 Subscription and Usage Fees

Customer agrees to pay pipIQ the subscription and/or usage fees specified in the applicable order form or quotation ("Fees"). All Fees are payable upfront and are strictly non-refundable, except as explicitly stated otherwise. pipIQ reserves the right to adjust Fees by providing thirty (30) days' prior written notice to Customer, provided that any increase in per-unit rates will not exceed twenty percent (20%) in any twelve-month period without Customer's explicit written consent.

 

5.2 Payment Terms and Conditions

All Fees will be invoiced in advance. Customer must remit payment within thirty (30) days of the invoice date. Any late payments will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Failure to pay Fees may result in immediate suspension or termination of Services.

 

5.3 Taxes

Customer is solely responsible for all applicable taxes, levies, or duties imposed by taxing authorities related to the Services, excluding only taxes based on pipIQ’s net income. If pipIQ is obligated by law to collect or remit taxes, these amounts will be added to Customer’s invoice unless valid tax exemption documentation is provided.

 

5.4 Usage Threshold and Review

If Customer usage consistently exceeds thresholds defined in the order form for three (3) consecutive months, pipIQ may initiate a review of Customer’s consumption patterns. pipIQ reserves the right to propose a revised fee structure or additional usage tiers. Such revisions require mutual written agreement and become effective only upon such agreement.

 

5.5 Data Security and Privacy

pipIQ employs robust industry-standard administrative, physical, and technical measures to safeguard User Data. These measures include secure encryption protocols, strict access controls, segregated environments, and comprehensive third-party audits, as outlined in our detailed Privacy Policy. However, Customer acknowledges that no digital security measure is absolute and agrees to adopt reasonable security practices regarding their own account usage.

 

6. Intellectual Property Rights

All intellectual property rights relating to the Services, Documentation, and underlying technologies remain the exclusive property of pipIQ or its licensors. Customer is granted only a limited license as described herein. Customer grants pipIQ a limited license to process User Data solely for the purpose of providing and supporting the Services. Nothing herein grants Customer any rights to pipIQ’s trademarks, branding, logos, or proprietary technology beyond limited usage rights expressly stated.

7. Confidentiality

Both parties agree to maintain the confidentiality of all non-public information clearly identified as confidential or reasonably understood to be confidential based on the circumstances. Confidential information may be disclosed only as strictly necessary for performance under these Terms or as legally required. Confidentiality obligations shall survive for three (3) years following termination of the relationship.

 

8. Warranties and Disclaimers

8.1 Mutual Warranties

Each party represents and warrants it has full authority and capacity to enter into and fulfill

its obligations under these Terms.

 

8.2 Service Warranty

pipIQ warrants that the Services will materially conform to the descriptions set forth in the Documentation under standard conditions of use.

 

8.3 Warranty Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. pipIQ DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

 

9. Indemnification

9.1 Customer Indemnity

Customer agrees to indemnify, defend, and hold pipIQ harmless from any third-party claims arising from User Data or Customer's breach of these Terms.

 

9.2 pipIQ Indemnity

 

pipIQ agrees to indemnify, defend and hold Customer harmless against third-party claims alleging the Services infringe intellectual property rights, provided Customer gives prompt notice and reasonable cooperation in defense.

 

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES PROVIDED HEREUNDER SHALL EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE.

 

11. Acknowledgment of AI-Based Service and Customer Responsibility

11.1 Nature of AI Services

Customer expressly acknowledges that pipIQ provides artificial intelligence (AI)-based services designed to generate business insights, guidance, recommendations, and outputs ("AI Outputs") based on the data, content, instructions, and prompts provided by Customer and its authorized users. Customer recognizes that AI technology, while advanced, continues to evolve and improve, and that its effectiveness and accuracy inherently depend upon the clarity, accuracy, quality, and appropriateness of inputs provided by Customer.

 

11.2 Customer Responsibility for Verification

Customer agrees that it bears sole responsibility for carefully reviewing, evaluating, and independently verifying the suitability, completeness, and appropriateness of all AI Outputs generated by pipIQ before relying upon or implementing them for any business decision-making, processes, or other operational purposes. Customer acknowledges that AI Outputs should be used as supportive tools rather than definitive conclusions and agrees that it will exercise prudent business judgment and conduct appropriate validation or corroboration of such AI Outputs.

11.3 Recognition of Potential Limitations

Customer understands and acknowledges that AI-based technologies, including those provided by pipIQ, may at times produce outputs or results that may not fully reflect Customer’s intentions or expectations, potentially due to technological limitations, the nature or quality of Customer-provided data, incomplete or ambiguous instructions, or evolving advancements in AI capabilities. Customer acknowledges and accepts this as an inherent characteristic of AI technology and its current state of development.

 

11.4 Disclaimer Regarding AI-Generated Outputs

pipIQ expressly disclaims any liability or responsibility arising from or related to the reliance upon, use, or implementation of AI Outputs provided by the pipIQ platform. Customer agrees pipIQ shall not be held liable for any unintended, incorrect, incomplete, ambiguous, or less than optimal outputs or results generated through its Services, irrespective of whether such outputs result from limitations inherent in AI technology, inadvertent technical errors, or Customer-provided inputs that are unclear, incomplete, or otherwise deficient.

 

11.5 Customer’s Acknowledgment of Risk

Customer acknowledges that using AI-generated outputs inherently involves certain risks and agrees that pipIQ is not responsible or liable for any adverse consequences, business impacts, or losses arising from Customer’s reliance on or use of AI Outputs without adequate independent verification, validation, or supplemental human oversight.

12. Term and Termination

12.1 Term

These Terms become effective upon Customer's acceptance or first use of the Services, whichever occurs first, and continue until all subscriptions or service engagements under these Terms have expired or are terminated.

 

12.2 Termination for Cause

 

Either party may terminate these Terms immediately upon written notice if the other party materially breaches any obligation under these Terms and fails to cure the breach within thirty (30) days after receiving written notice describing the breach in reasonable detail.

 

12.3 Effects of Termination

Upon termination or expiration, Customer's access to the Services shall cease immediately. pipIQ shall promptly delete or return Customer's User Data according to pipIQ’s data retention policy, except where retention is required by law or regulation. All provisions concerning Fees, Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, and Governing Law and Dispute Resolution shall survive any termination or expiration of these Terms.

 

13. Governing Law and Dispute Resolution

These Terms are governed exclusively by the laws of the State of Georgia, United States, without regard to conflict-of-law principles. Any dispute or claim arising from or related to these Terms or the Services shall be resolved exclusively through binding arbitration conducted in Atlanta, Georgia, in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). Arbitration shall be conducted by a single arbitrator agreed upon by the parties or, failing agreement, appointed according to AAA rules. Judgment upon any arbitration award rendered may be entered in any court having jurisdiction thereof.

 

14. Miscellaneous

14.1 Entire Agreement

These Terms, including any order forms or quotations and our Privacy Policy, constitute the complete and exclusive agreement between pipIQ and Customer, superseding all prior agreements, proposals, or representations, oral or written, regarding the subject matter herein.

 

14.2 Amendments and Updates

pipIQ reserves the right to amend or update these Terms at its sole discretion. Material changes to these Terms will be communicated to Customer at least thirty (30) days in advance, either via email or through prominent notification within the Services. Continued use of the Services following any amendment constitutes acceptance of the amended Terms.

 

14.3 Assignment

Customer may not assign or transfer any rights or obligations under these Terms without the prior written consent of pipIQ. Any attempted assignment in violation of this clause will be deemed null and void. pipIQ may freely assign or transfer its rights and obligations under these Terms upon notice to Customer.

 

14.4 Severability

Should any provision of these Terms be found unenforceable or invalid under applicable law, such provision shall be limited or severed to the minimum extent necessary so that the remainder of these Terms shall continue in full force and effect.

 

14.5 Waiver

No waiver by either party of any breach of these Terms shall be effective unless provided in writing. A waiver of any breach shall not constitute a waiver of any subsequent breach or any other term or condition of these Terms.

 

14.6 Notices

Any formal notices or other communications required under these Terms shall be provided in writing and delivered either by registered mail, certified mail, email, or other reliable electronic means agreed upon by the parties. Notices to pipIQ should be directed to:

 

FTSBN, Inc. dba pipIQ

3340 Peachtree Road NE, Suite 2300, Atlanta, GA 30326, USA

Email: legal@pipiq.com

Notices to Customer shall be sent to the email or postal address associated with Customer’s account or as otherwise provided by Customer in writing.

14.7 Force Majeure

Neither party shall be liable for any delay or failure to perform obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil disturbances, labor disputes, governmental actions, supply chain disruptions, and telecommunications failures.

 

14.8 Relationship of the Parties

Nothing in these Terms shall create or imply a partnership, joint venture, employment, or agency relationship between the parties. Each party is an independent contractor regarding the performance of obligations under these Terms.

 

 

14.9 Publicity

pipIQ may identify Customer as a user of the Services, using Customer’s name and logo in promotional materials, subject to Customer’s prior written approval.