Below is TPG’s current Master Services Agreement. The previous Terms of Use are located at: https://www.thepipelinegroup.io/terms. Please refer to your Order Form or Addendum to determine which terms apply to your use of the TPG Services.
Last Updated: November 1, 2025
This Master Services Agreement (“Agreement” or “MSA”), including any Order Form, Statement of Work (“SOW”), and Addendum is by and between The Pipeline Group, Inc., a California corporation (“TPG”), having its principal place of business at 1625 The Alameda #402, San Jose, CA 95126, and any individual or entity (“Customer”) that accesses or uses TPG’s services or content. The Agreement constitutes a legal agreement that governs Customer’s access to and use of the Content and Services (as defined below). TPG reserves the right to modify, amend, or update this Agreement without prior individual notice to Customer and the current version of this Agreement supersedes all previous versions. TPG will post the revised the Agreement with an updated "Last Modified" date and Customer’s continued access to or use of any part of the Content or Services following the posting of the modified Agreement constitutes Customer's acceptance of such modifications. IF CUSTOMER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, CUSTOMER MAY NOT USE THE CONTENT OR SERVICES. This Agreement is effective between TPG and Customer as of the date of Customer accepts this Agreement or uses TPG’s Content or Services (“Effective Date”). TPG and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”
WHEREAS TPG provides certain services (the “Services”), as defined below and as more particularly described in the Order Form (defined below) applicable to the Services, and is willing to provide the Services to Customer; and
WHEREAS Customer desires to have TPG provide the Services.
NOW THEREFORE, in consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:
1. DEFINITIONS
“Content” means any and all information, materials, deliverables, documents, scripts, templates, presentations, outreach messages, sales collateral, enablement tools, and other written, visual, or digital works that are produced or created by TPG specifically for Customer, or obtained by TPG from publicly available sources or third-party content providers and suppliers, and made available to, created specifically for Customer and delivered to the Customer pursuant to the Services. Content includes, but is not limited to Conversation Guides, email templates and other Content specifically requested from TPG by Customer in the Order Form. Content shall not include any (a) materials, data, information, software, templates, code, designs, methodologies, trade secrets, or other content that is proprietary to TPG or its affiliates, licensors, or suppliers; content that incorporates or discloses the Confidential Information or intellectual property of TPG or any third party, unless expressly authorized in writing by TPG; or general know-how, tools, or processes developed by TPG that are not uniquely created for the Customer.
“Data” means any data provided during the Term including but not limited to contact information, information regarding which specific technology products are in use by specific companies, company firmographic attributes, industry spending estimates and estimated contract renewal dates.
“IP Laws” means all United States and international copyright laws, including patent, copyright, trade secret rights, trademarks, logos and all other intellectual property rights with respect to the Content.
“Order Form” means an online order or other ordering document referencing this Agreement specifying the Services or Content that TPG will provide to Customer, including any SOW, Addendum, addenda and supplements.
“Service” means the services purchased by Customer online through a link, or through an Order Form, or provided to Customer free of charge, or through a free trial, and made available to Customer via any delivery method, in order to access the Content. Service includes, but is not limited to Content, Data and Technology.
“Technology” means the technology provided by TPG as part of the Service and all derivative works thereof, including but not limited to, TPG Conversation Guides and email templates, software tools, hardware designs, architecture, libraries, documentation in any fixed form, know-how, trade secrets, and any related intellectual property or other proprietary rights whether owned or licensed by TPG or used in connection with providing the Services.
“Initial Term and Renewal Term” means the periods as defined in this Agreement during which Customer has agreed to subscribe to the Services and Content as specified in the applicable Order Form.
“User(s)” means an individual(s) authorized by Customer to use the Services. Users may include Customer’s employees, consultants, contractors, agents, and third parties acting on Customer’s behalf and that have access to the Services. Each provision of this Agreement that is applicable to a User is also applicable to Customer and vice versa.
2. ACCEPTABLE USE AND DOWNTIME
The Service is not intended for use or distribution in any jurisdiction where such use or distribution would violate applicable laws or regulations. Customer will utilize commercially reasonable efforts to ensure that the Service is used appropriately in accordance with this Agreement and applicable laws. TPG reserves the right to revoke access to the Service or terminate this Agreement or Order Form, in whole or in part, without liability, if it determines that continued performance would be unlawful or otherwise prohibited under applicable law. TPG shall not be liable for any loss or liability resulting, directly or indirectly, from Customer’s inability to access or otherwise use the Services including, without limitation, any delays or interruptions due to electronic or mechanical equipment failures, denial of service attacks, date data processing failures, telecommunications or internet problems or utility failures. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.
3. RESTRICTIONS
The Service and Content may only be used by Customer and User for its internal use during the Term. Customer may not sell, resell, license, sublicense, rent, publish, distribute, or make the Services or Content available to any third party. If Customer is a direct competitor of TPG offering similar products and services, Customer may not access the Content or Services for any purpose, except with TPG’s prior written consent.
Customer and User shall not, nor permit anyone else to, directly or indirectly: (i) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or underlying algorithms of all or any part of the Technology (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law) or (ii) modify or create derivatives of any part of the Technology. As between the Parties, TPG shall own all title, ownership rights, and intellectual property rights in and to the Service, Technology, and Content, and any copies or portions thereof.
Customer and User may not use the Content to enable the creation of any audience segment in a third-party application including, but not limited to, data management platforms (DMPs) or demand-side platforms (DSPs) or social media platforms for the purpose of delivering targeted programmatic display or social advertising campaigns. Customer may not duplicate, or generate modified versions of, the Technology or Content for the purpose of retaining the Technology or Content beyond the Term except as allowed in this Agreement or Order Form.
Customer and User shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service, or in any way reproduce or circumvent the navigational structure or presentation of the Service, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service.
Customer and User shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any TPG server, or to any of the services offered on or through the Service, by hacking, password “mining”, or any other illegitimate means. Customer and User shall not probe, scan or test the vulnerability, or any network connected to the Service, nor breach the security or authentication measures on or any network connected to the Service
Customer and User shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or TPG’s systems or networks, or any systems or networks connected to the Service or Technology or to TPG. Customer and User shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or Technology or any transaction being conducted on the Service or Technology, or with any other person’s use of the Service or Technology. Customer and User shall not use the Service, Content, Technology and Data for any purpose that is unlawful or prohibited by this Agreement.
4. FEES
Fees are based on the Services and Content subscriptions purchased. Customer will pay all fees, costs, and expenses as specified in the applicable Order Form (“Fees”). Payment of all agreed upon Fees is non-cancellable and non-refundable, except as otherwise agreed to in an applicable Order Form. If Customer does not pay any Fees when due, TPG may charge Customer a late fee at the interest rate specified in the applicable Order Form or five-thousand dollars ($5,000.00) per xDR per month (or the maximum rate allowed by law) if no rate is listed in the Order Form on any unpaid Fees beginning on the day after the Fees are due and continuing until full payment of the outstanding Fees is received by TPG. Without limiting its right or remedies, TPG reserves the right to suspend the Service to Customer if outstanding late payments are five (5) days or more overdue. Fees payable in connection with this Agreement do not include any taxes and Customer is responsible for paying applicable taxes, unless TPG has a legal obligation to do so, in which case TPG will invoice Customer for such taxes and Customer agrees to pay such taxes if so invoiced. If any Fees remain unpaid fifteen (15) days after payment is due, TPG in its sole discretion, can either terminate the applicable Order Form, this Agreement, (“Termination for Unpaid Fees”) or suspend Customer’s access to, or usage of, the Services. TPG’s election of any remedy set forth in this paragraph does not relieve Customer of its payment obligations pursuant to this Agreement or any Order Form and such remedies are in addition to, not in lieu of, all legal and equitable remedies available to TPG. Customer must notify TPG in writing of any invoice disputes prior to the payment due date of the invoice in question.
5. CONTENT
Customer agrees that all Content delivered or otherwise made available by TPG in connection with the Services is protected by IP Laws. Except as expressly authorized by TPG in writing, Customer agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or Content. However, during the Term of this Agreement and applicable Order Form, Customer or User may print or download a reasonable number of copies of the materials or Content for Customer or User’s own internal use; provided, that Customer or User retains all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any Content for any other purpose is strictly prohibited without the express prior written permission of TPG. Upon full payment for the Services rendered and subject to applicable laws and the restrictions in this Agreement or Order Form, TPG assigns to Customer all right, title, and interest in and to the Content to use it for any lawful purpose. Customer grants to TPG a non-exclusive, royalty-free, worldwide license to internally use, reference, or display the Content for training, portfolio, or quality assurance purposes, provided such use does not disclose any Customer Confidential Information or violate applicable law.
6. CONFIDENTIALITY
“Confidential Information” shall include but is not limited to all materials concerning a Party’s business, plans, customers, suppliers, Technology, trade secrets, passwords, access information to the Services, products, reports, dashboards, conversation guides, handling techniques, campaigns, checklists, templates, prototypes, samples, data sets, methods of operations, systems, customer lists, agent lists, any proprietary business information, and other information held in confidence by such Party and marked “Confidential” or that, under the circumstances of its disclosure, should reasonably be known by the other Party to be confidential. Each Party acknowledges that during the term of this Agreement, it shall have access to the Confidential Information of the other Party. Each Party agrees to take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party and . take at least those measures that it employs to protect its own confidential information of a similar nature. Unless expressly authorized in writing by the other Party, neither Party shall publicly disclose any nonpublic information or materials provided by the other Party under this Agreement and reasonably understood to be Confidential Information, or use Confidential Information in any manner other than to perform its obligations under this Agreement. The foregoing restrictions do not apply to any Confidential Information that the receiving Party proves (i) is in or becomes available in the public domain by no action of the receiving Party hereunder, (ii) is already lawfully in the receiving Party’s possession before receipt from the other Party, (iii) was known to the receiving Party prior to the date of disclosure, (iv) becomes known to the receiving Party from a third party having an apparent bona fide right to disclose the information, (v) is disclosed by a Party with the other Party’s prior written approval, or (vi) that the receiving Party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided that receiving Party provides disclosing Party timely written notice of such court order or subpoena. The Parties further agree that all Confidential Information (and copies thereof) shall remain the property of the disclosing Party, and upon that Party’s request the other Party shall discontinue all use of the Confidential Information provided to it, and return or destroy all Confidential Information. The receiving Party may retain copies of disclosing Party’s Confidential Information in its electronic records as part of its ordinary archival backup process to comply with legal or regulatory retention requirements and to ascertain the scope of receiving Party’s continuing obligations and the obligations of the Parties related to Confidential Information shall remain in full force and effect following termination of this Agreement.
7. INDEMNIFICATION
Customer is responsible for all of its activity in connection with the Service. Customer shall defend (indemnify, and hold harmless TPG, its affiliates and each of their employees, contractors, officers, directors, suppliers, attorneys and representatives from all liabilities, claims, suits, demands, losses, damages, costs, and expenses, including reasonable attorneys' fees and costs, that arise from any third-party claim related to: (i) Customer’s gross negligence or intentional misconduct related to its use of the Service;(ii) Customer’s violation of this Agreement or violation of any applicable law, regulation, or third-party right; (iii) any data or materials provided by Customer for use in connection of the Services; and (iv) Customer’s misuse or unauthorized use of the Services.
TPG will defend, indemnify and hold harmless Customer, its affiliates and each of their employees, contractors, officers, directors, suppliers, attorneys and representatives from all liabilities, claims, suits, demands, losses, damages, costs, and expenses, including reasonable attorneys' fees and costs, that arise from any third-party claim related to: (i) TPG’s gross negligence or intentional misconduct in delivering the Services; (ii) intellectual property infringement, provided that TPG’s indemnity obligations shall not apply to the extent a claim arises from or relates to TPG’s compliance with instructions provided by the Customer in connection with the Services.
Notwithstanding the foregoing, neither Party will be liable for any claim to the extent (a) the Party seeking indemnification has violated any material provision of this Agreement or Order Form; and (b) the claim would have been avoided in the absence of such violation.
A Party seeking indemnification pursuant to this Agreement (the “Indemnified Party”) shall: (a) notify the other Party (the “Indemnifying Party”) in writing within five (5) business days of the Indemnified Party’s receipt of the claim or action upon which such claim for indemnification is based and tender the defense thereof to the Indemnifying Party, (b) permit the Indemnifying Party to direct the defense of such claim or action at the Indemnifying Party’s expense, (c) provide the Indemnifying Party with all information and assistance reasonably necessary to defend the same, and (d) not enter into any settlement of the claim or action without the Indemnifying Party’s written consent. Notwithstanding the foregoing, the Indemnified Party may, at its sole option and expense, participate in the defense of the claim or action with additional counsel of its own choosing. Failure to comply with this Section 7 will not relieve a Party of its indemnification obligations unless such failure results in material prejudice to the Indemnifying Party’s defense of a claim or action.
Customer represents and warrants that: (i) with respect to all information it provides to TPG, Customer has the full right and authority to make such provision and to allow TPG to use such information to provide the Service (including, without limitation, for TPG to provide such information to its data providers), (ii) none of the Customer content (e.g. emails) transmitted, uploaded or otherwise distributed by it (or its partners or any third party) through use of the Service will infringe or otherwise conflict with the rights of any third party, and (iii) it will use the Service only in compliance with all applicable regulations and laws.
TPG represents and warrants that: (i) with respect to all information it provides to Customer, TPG has the full right and authority to make such provision and to allow Customer to use such information to receive the Service, (ii) none of the TPG content transmitted, uploaded or otherwise distributed by it (or its partners or any third party) in connection with delivery of the Service will infringe with the applicable intellectual property rights of any third party, and (iii) it and the Services will comply with all applicable regulations and laws.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE WARRANTIES MADE BY THE PARTIES IN THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY OF EACH PARTY AND ARE IN LIEU OF ANY OTHER WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” BASIS AND TPG DOES NOT WARRANT THAT THE SERVICES ARE FREE OF INACCURACIES, ERRORS, VIRUSES, HACKERS, INTERRUPTIONS OR OTHER PROGRAM LIMITATIONS. THE ENTIRE RISK ARISING OUT OF THE USE OF THE SERVICES IS BORNE BY CUSTOMER. EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AVAILABILITY, AND/OR ANY WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER UNDERSTANDS AND AGREES THAT ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT CUSTOMER’S SOLE RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S COMPUTER SYSTEM OR CORRUPTION OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT OR MATERIAL.
10. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR A PARTY’S FRAUD OR WILLFUL MISCONDUCT, OR CUSTOMER’S OBLIGATIONS TO PAY ALL FEES OR PAYMENTS (INCLUDING ANY INTEREST, COSTS OR FEES DUE ON UNPAID AMOUNTS) DUE TO TPG PURSUANT TO THIS AGREEMENT OR ORDER FORM, IN NO EVENT WILL EITHER PARTY’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY CUSTOMER DURING THE PREVIOUS SIX (6) MONTHS PURSUANT TO THE APPLICABLE ORDER THAT GAVE RISE TO THE CLAIM.
TO THE FULLEST EXTEND PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE IN THIS AGREEMENT FOR ANY LOST PROFITS, LOSS DATA, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION) OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE AND REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The initial term of this Agreement shall begin on the Effective Date (as defined above) and shall continue for an initial term of three years (the “Initial Term”), and thereafter shall automatically renew for three-year renewal terms (the “Renewal Term(s)”) unless or until terminated as provided herein. Each Order Form will have its own term and renewal term provisions separate from this Agreement. Either Party may provide sixty (60) days written notice of termination of this Agreement to the other Party. For clarity, the Parties agree that they cannot terminate an applicable Order Form for convenience unless expressly agreed to in such Order Form and termination of this Agreement shall not affect the obligations of the Parties listed in any active and uncompleted Order Forms. If either Party fails to perform any material provision of this Agreement, the non-defaulting Party shall give written notice to the defaulting Party of such default and, if the default is not cured within thirty (30) days, the non-defaulting Party may, in its sole discretion, terminate this Agreement (“Termination for Breach”). Unless otherwise indicated in this Agreement, upon this Agreement’s termination, all rights granted herein shall terminate and Customer shall no longer access or attempt to access the Service. In the event of Termination for Breach, Termination for Professional Conduct, or Termination for Unpaid Fees by TPG, Customer shall pay all amounts due through the end of the then-current Order Form term along with all reasonable collection costs and attorney’s fees incurred for recovery of such unpaid Fees. If any Order Form remains active and uncompleted upon termination of this Agreement, the Agreement shall continue to apply until such Order Form is completed or terminated.
Customer agrees not to import, undefined export, re-export, or transfer, directly or indirectly, any part of the Service or any information provided on or pursuant to the Service except in full compliance with all United States, foreign and other applicable laws and regulations.
13. PRIVACY
TPG’s current privacy policy is available at https://www.thepipelinegroup.io/privacy-policy (the “Privacy Policy”), which is incorporated by this reference. TPG strongly recommends that Customer reviews this Privacy Policy.
14. Publicity
Each Party may use, refer to, or identify the name, trademarks, service marks, or logos (“Marks”) of the other Party or its affiliates in publicity releases, interviews, sales presentations, press releases, promotional or marketing materials, announcements, customer listings, testimonials, websites, profiles, or other public disclosures or media, provided that such use is truthful, not misleading, and complies with applicable law and no Confidential Information (as defined in Section 6) is disclosed or used in such publicity without express prior written consent. Nothing in this Section 14 permits the use of any individual's name, likeness, photograph, or voice without compliance with all applicable rights of publicity and privacy laws.
15. INTELLECTUAL PROPERTY
Except as provided for in this Agreement, all Content included with the Services is the property of TPG or its content suppliers and protected by IP Laws. TPG shall retain ownership of all Technology owned or licensed by TPG, including any modifications, derivatives, improvements, and enhancements thereto. TPG grants Customer a limited, revocable, non-exclusive, non-transferable, license to use the Technology for Customer’s internal use only. Each Party may use the general ideas, concepts, know-how and techniques relating to the Services that are learned and retained in the unaided memory of its personnel involved in performance of the Agreement; provided, however, that they may not disclose or use the other party’s Confidential Information in contravention of this Agreement or misappropriate or infringe the intellectual property rights of the other Party, its suppliers, or third parties who have licensed or provided materials to the other Party or its affiliates.
Unless otherwise expressly agreed to by the Parties in an Order Form and except where prohibited by applicable law, during the term of the Agreement and for a period of two (2) years following the termination of the Agreement, Customer agrees not to directly or indirectly solicit for employment or contract engagement any employee or contractor of TPG who was directly involved in the delivery of Services under this Agreement, except through general public job postings or recruiting not specifically targeting such individuals nor will Customer own, manage, operate, join, control, consult with, participate in the ownership, management, operation or control of, be employed by, or be connected in any manner with any person or entity which engages in the conduct proscribed in this non-recruitment clause. This provision shall not preclude Customer from responding to a request for a reference with respect to an individual's employment qualifications. To the extent permitted by applicable law, in the event that Customer breaches this Section 16, Customer agrees to pay TPG a reasonable amount representing compensation for recruitment and replacement costs equal to not less than 100% of the compensation paid to the subject employee or contractor in the last year of employment or engagement (“Liquidated Damages”) with TPG. The Parties agree that this amount is intended as liquidated damages and not a penalty and agree that the Liquidated Damages is a reasonable estimate of the time, effort, and cost that would be required to replace such personnel and that actual damages would be difficult to ascertain at the time of breach. If a separate non-recruitment clause is included in a mutually agreed upon Order Form, that clause shall govern and supersede the non-recruitment clause included in this Section 16. The Parties acknowledge the importance of maintaining workforce stability and agree that the restrictions contained in this Section 16 are reasonable and necessary to protect the legitimate business interests of each Party and its legitimate business interests and that any breach of such restrictions would cause substantial harm to the non-breaching Party. If any provision of this Section 16 is found by a court of competent jurisdiction to be unenforceable because it extends for too long a period of time, over too broad a range of activities, or in too large a geographic area, such provision shall be interpreted to extend only over the maximum period of time, range of activities, or geographic area as to which it may be enforceable. If any provision or clause of Section 16 is held to be illegal, invalid, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the Parties expressly agree that this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein and where permitted by law any such provision that is held to be unenforceable shall be modified to the extent necessary to make it enforceable.
17. PROFESSIONAL CONDUCT CLAUSE
In the course of providing Services, TPG is committed to maintaining a professional, safe, and respectful working environment for its team. TPG expects the same level of respect and professionalism from its customers in all interactions with TPG staff. This includes, but is not limited to, communication in person, via telephone, email, or any other electronic or digital means. All TPG customers are required to refrain from any form of harassment, discrimination or abusive conduct towards TPG team members. This includes, but is not limited to, actions, language or behavior that is derogatory, offensive, intimidating or otherwise contributes to a hostile working environment. Any reports of harassment, discrimination or abusive conduct by Customer will be taken very seriously and investigated promptly. If TPG reasonably believes that a breach of professional conduct has occurred, TPG reserves the right to take appropriate action which may include, at TPG’s discretion, the immediate suspension of all Services and/or termination of this Agreement or applicable Order Form (“Termination for Professional Conduct”). This Section 17 is integral to ensuring a mutually respectful partnership between our customers and TPG’s team. By agreeing to this Agreement, the Customer acknowledges and agrees to adhere to this Section 17 and understands the implications of any breach thereof.
The failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Neither Party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond that party’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference), provided that this limitation shall not apply to a failure by Customer to pay any sums due to TPG hereunder or pursuant to an Order Form. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Unless otherwise provided herein, all capitalized terms will have the meanings ascribed to them in this Agreement or Order Form. This Agreement is not assignable, transferable or sublicensable by Customer except with TPG’s prior written consent. TPG may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles, as if made and performed entirely within California between California residents. The Parties hereby submit to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California, for any dispute arising out of or relating to this Agreement. Both Parties agree that this Agreement constitutes the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. In the event of conflict between this Agreement and any Order Form, the Order Form shall prevail. In the event of conflict between this Agreement and any previous online TPG agreement or any other purchase or order, this Agreement shall prevail, unless otherwise agreed to by the Parties. It is expressly understood and agreed that any terms and conditions of any purchase order or any other instrument issued by Customer which are in addition to, in conflict with, or inconsistent with the terms and conditions of this Agreement shall not be binding on TPG and shall not apply to this Agreement. In this Agreement, unless the context otherwise requires, words in the singular include the plural and vice versa; references to any gender include all genders; references to sections or exhibits are to those of this Agreement unless otherwise specified; and headings are for convenience only and do not affect interpretation. Each Party is an independent contractor to the other Party in the performance of its obligations pursuant to this Agreement and no agency, partnership, joint venture or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind TPG in any respect whatsoever. This Agreement may be executed in counterparts, which taken together shall form one legal instrument. All provisions including but not limited to Fees, indemnification, non-recruitment, warranty, liability, and limits thereon, and confidentiality and/or protections of intellectual proprietary rights shall survive the termination of this Agreement.
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