1) Acceptance of Terms
2) Changes to Terms of Service
Pilot may amend the Terms related to the Services, from time to time, at its sole discretion. The date
that the Terms of Service was last revised is identified at the top of the page. You are responsible for
reviewing any updated Terms of Service we may send to you and contacting us to update your e-mail
address. Your continued use of our Services represent that you agree to be bound by all the terms in the
revised terms of services.
Pilot provides Services and support to Customers conducting Lead research and sales development. Pilot
will use all commercially reasonable effort to make the Services available to you pursuant to these
Terms, provide our standard support for the Services to you at no additional charge, and provide you
with online Services 24 hours a day, 7 days a week, except for any unavailability caused by
circumstances beyond our reasonable control, including, for example, an act of God, act of government,
flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider
failure or delay or denial of service attack.
Our Services can purchased by through subscriptions or as a 1-time project. Additional subscriptions
may be added during a subscription term at the same pricing as the underlying subscription pricing,
prorated for the portion of the subscription term remaining at the time the additional subscriptions are
added, and all additional subscriptions will terminate on the same date as the underlying subscriptions.
4) Third Party Applications
The Services may be compatible or useful in connection with a third party applications or services,
including, for example, other applications and implementation and other consulting services. Any
acquisition by you of such other third party applications or services, and any exchange of data between
you and any other provider, is solely between you and the applicable other provider.
WE DO NOT WARRANT OR SUPPORT THIRD PARTY APPLICATIONS OR OTHER SERVICES, WHETHER OR
NOT THEY ARE DESIGNATED BY US AS “CERTIFIED” OR OTHERWISE.
4.1.) Third Party Integrations
The Services may contain features designed to interoperate with third party applications (such as Google
and salesforce.com). To use such features, you may be required to obtain access to third party
applications from their providers, and may be required to grant us access to your account(s) on the
other applications. If the provider of other application ceases to make the third party applications
available for interoperation with the corresponding Service features on reasonable terms, we may cease
providing those Service features without entitling you to any refund, credit, or other compensation.
5) Payment for Services Rendered
Customer will payPilot the then applicable fees described in the Order Form for the Services and Set Up
Services in accordance with the terms therein (the “Fees”). Pilot reserves the right to change the Fees or
applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then
current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If
Customer believes that Pilot has billed Customer incorrectly, Customer must contact Pilot no later than
60 days after the closing date on the first billing statement in which the error or problem appeared, in
order to receive an adjustment or credit. Inquiries should be directed to Pilots customer support
5.1.) Payment Terms
Full payment for resources provided in any given month must be received by Pilot prior to the first day
of the service period. First month service fees and set up fee is due immediately after the Pilot
agreement is executed. Unpaid amounts are subject to a finance charge of 1.5% per month on any
outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of
collection and may result in immediate termination of Service.
5.2.) Making Payments
We accept all major forms of credit card, debit card and checking account for the payment of our
Services. We recommend the use of a corporate credit card, debit card or checking account to process
the payments. We may use one or more third party service provider to process payments collected
through our Services, and may change the service provider from time to time, in our sole discretion. By
using our Services, you consent to our use of third party services to process your payments. You also
provider. Your continued use of our Services represent you have reviewed, understood and agrees to
By using our Services, you acknowledge and agree that our fees do not include any taxes, levies, duties
or similar governmental assessments of any nature, including, for example, value-added, sales, use or
withholding taxes, assessable by any jurisdiction whatsoever (collectively, as “Taxes”). You are solely
responsible for paying all Taxes associated with the use of our Services. If you are exempt from certain
Taxes, you shall provide us with the valid Tax exemption documentation.
The Services are not directed to or intended for use by anyone under the age of 18. By using our
Services, you represent and warrant that you (a) are 18 years of age or older, (b) have not been
previously suspended or removed from our Services, or engaged in any activity that could result in
suspension or removal from our Services, (c) do not have more than one Account, (d) have all right,
power and authority to enter into and perform this Agreement; (e) the execution of this Agreement and
performance of this Agreement will not violate any other agreement to which you are party; (f) this
Agreement constitutes the legal, valid and binding obligation to you; and (g) you shall perform this
Agreement in accordance with all applicable laws, including any laws, rules and regulations related to
unsolicited commercial communications.
If you submit any information, including any personal information, on or through our Services, you
represent and warrant that you are the owner of such information or are authorized to submit such
information. Prior to submitting any personal information of a third party, you represent and warrant
informed consent from the third party to submit such information.
7) Intellectual Property
Unless otherwise indicated in writing by us, the Website, software, materials shared including, without
limitation, the Pilot logo, trademarks, trade names, service marks, slogans and all designs, text, graphics,
pictures, information, data, software, other files shared are the proprietary property of Pilot and are
protected by U.S. and international copyright laws. No rights to the Contents are granted to you
hereunder other than as expressly set forth herein.
7.1.) Work Product
(Data sourced, lists, scripts, templates, content created, etc) are excluded from 7) and are solely owned by the customer and Pilot can not share this work product unless explicitly
permited by the customer.
8) Confidential Information
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has
disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s
business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary
Information of Pilot includes non-public information regarding features, functionality and performance
of the Service. Proprietary Information of Customer includes non-public data provided by Customer to
Pilot to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take
reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in
performance of the Services or as otherwise permitted herein) or divulge to any third person any such
Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to
any information after ten (10) years following the disclosure thereof or any information that the
Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its
possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it
without restriction by a third party, or (d) was independently developed without use of any Proprietary
Information of the Disclosing Party or (e) is required to be disclosed by law.
9) Term and Termination
Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as
specified in the agreement, and shall be automatically renewed for additional periods of the same
duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at
least five (5) days before the end of the initial service term.
9.2.) A party may terminate this Agreement for cause (i) upon 5 days written notice to the other party of
a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other
party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency,
receivership, liquidation or assignment for the benefit of creditors. If Pilot terminates this Agreement,
the Customer will pay any prorated unpaid fees covering the remainder of the term of all agreements.
9.3.) Upon any termination, Pilot will make all Customer Data and Work Product available to Customer
for electronic retrieval for a period of thirty (30) days, but thereafter Pilot may, but is not obligated to,
delete stored Customer Data. All sections of this Agreement which by their nature should survive
termination will survive termination, including, without limitation, accrued rights to payment,
confidentiality obligations, warranty disclaimers, and limitations of liability.
10) Warrant and Disclaimer
Pilot shall use reasonable efforts consistent with prevailing industry standards to maintain the Services
in a manner which minimizes errors and interruptions in the Services and shall perform all Services in a
professional and workmanlike manner. Services may be temporarily unavailable for unscheduled
emergencies, sick days or other unforeseen issues that are beyond Pilot’s reasonable control, but Pilot
shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service
disruption due to holidays, vacation days or Company sponsored events. However, Pilot does not
warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the
results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS
SECTION, THE SERVICES AND SET UP SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
11) Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON,
COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY
SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE
RESPONSIBLE OR LIABLE WITH RESPECT TO ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER
THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF
DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF
BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;
(C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT,
TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY
CUSTOMER TO PILOT FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE
ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT PILOT HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
12) Indemnification (by us)
WE WILL DEFEND YOU AGAINST ANY CLAIM, DEMAND, SUIT OR PROCEEDING MADE OR BROUGHT
AGAINST YOU BY A THIRD PARTY ALLEGING THAT THE TECHNOLOGY UNDERLYING OUR SERVICES
INFRINGES OR MISAPPROPRIATES SUCH THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS (A “CLAIM
AGAINST YOU”) AND WILL INDEMNIFY YOU FROM ANY DAMAGES, ATTORNEY FEES AND COSTS FINALLY
AWARDED AGAINST YOU AS A RESULT OF, OR FOR AMOUNTS PAID BY YOU UNDER A COURTAPPROVED
SETTLEMENT OF, A CLAIM AGAINST YOU, PROVIDED THAT (1) YOU PROMPTLY GIVE US WRITTEN NOTICE
OF THE CLAIM AGAINST YOU; (2) YOU GIVE US SOLE CONTROL OF THE DEFENSE AND SETTLEMENT OF
THE CLAIM AGAINST YOU (EXCEPT THAT WE MAY NOT SETTLE ANY CLAIM AGAINST YOU UNLESS IT
UNCONDITIONALLY RELEASES YOU OF ALL LIABILITY); (3) YOU GIVE US ALL REASONABLE ASSISTANCE, AT
OUR EXPENSE; AND (4) THE CLAIM AGAINST YOU DOES NOT RELATE TO CUSTOMER DATA OR ANY LEADS
OR LEAD DATA GENERATED BY OUR SERVICES.
IN THE EVENT OF A DISPUTE, WE RESERVE THE RIGHT TO, AT OUR SOLE DISCRETION, AND AT NO COST
TO YOU (1) MODIFY OUR SERVICES; (2) OBTAIN A LICENSE FOR YOUR CONTINUED USE OF THE SERVICE
IN ACCORDANCE WITH THE AGREEMENT; AND (3) TERMINATE YOUR SUBSCRIPTIONS FOR THAT SERVICE
UPON THIRTY (30) DAYS WRITTEN NOTICE AND REFUND YOU ANY PREPAID FEES COVERING THE
REMAINDER OF THE TERM OF THE TERMINATED SUBSCRIPTIONS.
12.1.) Indemnification (by you)
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS PILOT, AND OUR PAST, PRESENT AND
FUTURE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, CONSULTANTS, EQUITY HOLDERS,
SUPPLIERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS,
REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, THE
“PILOT PARTIES”) AGAINST ANY CLAIM, DEMAND, SUIT OR PROCEEDING MADE OR BROUGHT AGAINST
PILOT PARTIES BY A THIRD PARTY ALLEGING YOUR CUSTOMER DATA, YOUR USE AND DISCLOSURE OF
ANY DATA GENERATED FROM OUR SERVICES (INCLUDING ANY LEADS OR LEAD DATA), OR YOUR USE OF
OUR SERVICES, INFRINGES OR MISAPPROPRIATES A THIRD PARTY RIGHT, VIOLATES YOUR CONTRACTUAL
OR LEGAL OBLIGATIONS, OR VIOLATES ANY APPLICABLE LAW, RULES, OR REGULATION, EXCEPT TO THE
EXTENT SUCH INDEMNIFICATION IS PROHIBITED BY LAW (A “CLAIM AGAINST US”). YOU WILL
INDEMNIFY, DEFEND AND HOLD PILOT PARTIES HARMLESS FROM ANY CLAIM DAMAGES, AWARDS,
JUDGMENTS, LOSSES, LIABILITIES, OBLIGATIONS, PENALTIES, INTEREST, FEES, EXPENSES (INCLUDING,
WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES) AND COSTS (INCLUDING, WITHOUT
LIMITATION, COURT COSTS, COSTS OF SETTLEMENT AND COSTS OF PURSUING INDEMNIFICATION AND
INSURANCE), OF EVERY KIND AND NATURE WHATSOEVER IN CONNECTION TO A CLAIM AGAINST US,
WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, MATURED OR UNMATURED, OR
SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, PROVIDED THAT (1) WE PROMPTLY GIVE YOU
WRITTEN NOTICE OF THE CLAIM AGAINST US; (2) WE GIVE YOU SOLE CONTROL OF THE DEFENSE AND
SETTLEMENT OF THE CLAIM AGAINST US; (EXCEPT THAT YOU SHALL NOT SETTLE ANY CLAIM AGAINST
US UNLESS IT UNCONDITIONALLY RELEASES US OF ALL LIABILITY); AND (3) WE GIVE YOU ALL
REASONABLE ASSISTANCE, AT YOUR EXPENSE.
THE INDEMNIFYING PARTY’S SOLE LIABILITY TO AND THE INDEMNIFIED PARTY’S EXCLUSIVE REMEDY
AGAINST THE OTHER PARTY FOR ANY TYPE OF CLAIM DESCRIBED IN THIS SECTION.
13) Dispute Resolution, Governing Law, Venue, Jurisdiction
Each party agrees to the governing law of the State of Illinois without regard to choice or conflicts of law
rules, and to the exclusive jurisdiction of federal and state courts sitting in Chicago, Illinois.
All notices, permissions and approvals to Pilot pursuant to this Agreement shall be delivered to:
Pilot Solutions Group Inc