Tipoff
Version 2.1 · Effective August 13, 2026
Business Terms
These Tipoff Business Terms (these “Terms”) are an agreement between 2primes Inc, a Georgia corporation (“2primes”), and the customer that accepts them (“Customer”). 2primes provides the Tipoff AI teammate platform (“Tipoff” or the “Service”).
Customer accepts these Terms by (a) executing an order form, cover page, or similar document that references or incorporates them (an “Order Form”), or (b) indicating acceptance through the Service, such as when creating an account or starting a subscription. The individual accepting on Customer’s behalf represents that they have authority to bind Customer. If the individual accepting does not have that authority, or accepts in an individual capacity, that individual is the Customer and represents that they are using the Service for business purposes. These Terms and any Order Form together form the agreement between the parties (the “Agreement”). 2primes’ handling of personal information is described in the Tipoff Privacy Policy (the “Privacy Policy”) (https://tipoff.io/privacy). If these Terms conflict with an Order Form, the Order Form controls.
1. The Service
Tipoff is an AI teammate platform that helps organizations build, run, and govern AI agents. The Service may include features for agent creation, connector management, workflow automation, approval routing, and observability, as made available by 2primes from time to time. Subject to the Agreement, 2primes grants Customer a non-exclusive, non-transferable right to access and use the Service during the subscription term for Customer’s internal business purposes. The Service is offered for business and organizational use, not for personal, family, or household use.
2. Accounts and Users
Customer may allow its employees, contractors, and other individuals it authorizes to access the Service under its account (“Users”). Customer will provide accurate and complete registration information and keep it current; is responsible for its Users, for maintaining the confidentiality of account credentials, and for all activity under its account; will ensure its Users comply with the Agreement; and will notify 2primes promptly of any unauthorized use. 2primes may require Users to acknowledge acceptable-use or similar terms and the Privacy Policy as a condition of access. Customer represents that it and its Users are not subject to U.S. sanctions and are not located in a country or region subject to a comprehensive U.S. embargo, and that each individual who creates or holds an account is of legal age to form a binding contract.
3. Subscriptions, Fees, and Payment
3.1 Fees. Customer will pay the fees set out in the applicable Order Form or in the plan Customer selects through the Service. Unless stated otherwise, fees consist of a recurring platform fee for each billing cycle — monthly, unless the applicable Order Form or plan provides for a different subscription period, such as annual — which includes a stated number of credits, and per-credit pricing for additional credits. Except as expressly provided in the Agreement, fees are non-refundable.
3.2 Billing; Payment Method. Unless the applicable Order Form provides for a different payment method or payment terms, Customer will keep a valid payment method on file through the Service’s billing settings (payments are processed by Stripe or another payment processor 2primes designates). 2primes will charge the payment method automatically: the platform fee at the start of each billing cycle, and additional credit purchases at the time of purchase (or, for credits Customer requests from 2primes, as described in Section 3.3(d)). The first billing cycle begins when Customer adds its payment method (the “Billing Start Date”), and cycles run from that date for the applicable subscription period unless an Order Form states otherwise. 2primes will make a receipt or invoice available for each charge. If a charge fails, Customer will promptly provide a valid payment method, and 2primes may suspend the Service if payment remains outstanding ten (10) days after notice of the failed charge.
3.3 Credits. (a) Consumption and Rates. Credits are the unit of usage for the Service and are consumed by Service activity at the rates, or on the metered basis (including any unit-rounding conventions), set out in the applicable Order Form or displayed in the Service (for example, in the usage dashboard or product documentation) at the time of use. Some features consume credits at fixed per-unit rates; others consume credits on a metered basis that varies with the work performed — for example, the amount of content processed and the AI model used. For fixed-rate features, 2primes will display the applicable credit rate before or at the time it is incurred; for metered features, the Service describes the factors that drive consumption and displays the credits consumed for each activity at or promptly after the time of use, and Customer may set usage limits where the Service offers those controls.
(b) Rate and Metering Changes. Changes to rates and metering apply prospectively only. Any increase to the credit-consumption rate of an existing fixed-rate feature, and any change that materially increases the credits consumed by an existing metered feature for comparable usage, is subject to the notice requirement in Section 3.4; rates and metering for newly introduced features may be set when the feature is introduced.
(c) Included Credits. Credits included with the platform fee are granted for the period described in the applicable Order Form or plan (for monthly subscriptions, each monthly billing cycle; for subscriptions with a longer period, monthly installments unless the applicable Order Form or plan states otherwise), expire at the end of the period for which they are granted, and do not roll over.
(d) Purchased Credits. Usage beyond the included credits requires additional credits, which must be purchased before use, and purchased credits become available for use on successful payment. Customer may purchase additional credits at any time: through the Service, where the Service offers self-service purchase, charged to Customer’s payment method at the time of purchase (including through any automatic top-up Customer enables); or by request to 2primes, in which case 2primes will charge Customer’s payment method on file or issue an invoice payable by a payment method permitted under the Agreement, as the parties agree. Purchased credits carry over while Customer’s subscription is active, expire twelve (12) months after purchase unless a longer period is stated at purchase, are consumed after included credits, and are forfeited on termination.
(e) Promotional Credits. 2primes may offer promotional credits (such as one-time signup bonuses), subject to any terms, including expiration, presented when they are granted; unless stated otherwise at grant, promotional credits are consumed before other credits, and they are not purchased credits for purposes of Section 15.5. 2primes may revoke promotional credits obtained or used in violation of the Agreement.
(f) Exhaustion; No Cash Value. If Customer’s credit balance is exhausted, credit-consuming features of the Service (including Campaign Communications, as defined in Section 6) may pause until Customer purchases additional credits. Credits are a limited, revocable, prepaid right to use the Service; they are not money or a monetary equivalent and do not constitute a deposit, stored value, or a balance held for Customer’s benefit. Credits have no cash value and are non-transferable and, except as provided in Section 15.5, non-refundable.
3.4 Pricing Changes. 2primes may change its pricing, including credit rates, on at least thirty (30) days’ written notice, subject to any price lock stated in an Order Form; for subscriptions with an annual or other fixed period, changes take effect at the start of Customer’s next renewal period.
3.5 Taxes. Fees are exclusive of taxes. Customer is responsible for applicable sales, use, and similar taxes, excluding taxes on 2primes’ income.
3.6 Third-Party Charges. Charges from third-party providers whose services Customer uses with Tipoff (for example, telephony charges from Customer’s Telephony Provider, as defined in Section 6) are billed by those providers directly to Customer and are separate from, and in addition to, 2primes’ fees.
4. Customer Content
Customer retains ownership of all content it creates, uploads, or shares through the Service, including prompts, workflows, playbooks, and organizational data (“Customer Content”). As between the parties, Customer owns the inputs it and its Users submit to the Service, such as prompts and instructions (“Input”), and, to the extent permitted by applicable law, the content the Service generates for Customer based on them (“Output”), and 2primes assigns to Customer its right, title, and interest, if any, in Output. Input and Output are Customer Content. Because AI models produce statistically generated content, Output may not be unique, and the Service may generate the same or similar output for other customers; this assignment does not extend to output generated for other customers or to the Service itself. Customer grants 2primes a limited, non-exclusive license to host, store, process, transmit, and display Customer Content solely to provide, secure, maintain, and support the Service; this license continues until the content is deleted, including during any post-termination export period under Section 15.5. 2primes will not use Customer Content to train AI models. Customer is responsible for ensuring it has the necessary rights to Customer Content and that Customer Content does not infringe the rights of others. 2primes maintains commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Content, and will notify Customer without undue delay after confirming any unauthorized access to or disclosure of Customer Content. If the parties enter into a data processing addendum, it will form part of the Agreement. 2primes may collect and use technical usage data about the operation of the Service, and aggregated or de-identified data that does not identify Customer or any individual, to operate, secure, and improve the Service.
5. Third-Party Services, Connectors, and Agent Actions
The Service integrates with third-party services through connectors. When Customer or a User connects a third-party account — whether by supplying an API key, completing an OAuth or similar authorization flow (including under an individual user or service account), or otherwise providing or approving credentials — Customer authorizes 2primes to access that account on Customer’s behalf and represents that it has the right to grant that access. 2primes stores connector credentials securely, does not disclose them except to the applicable third-party service and to service providers as necessary to provide and secure the Service, and uses them solely to operate the Service on Customer’s behalf. Third-party services are governed by their own terms and policies; 2primes is not responsible for them, and Customer is responsible for ensuring that its use of the Service with a third-party service complies with Customer’s and its Users’ agreements with that provider.
The Service enables Customer to configure AI agents that take actions within the Service and through Customer’s connected accounts — for example, reading and updating records, sending messages, or calling APIs — based on the roles, tool access, approval requirements, knowledge, and triggers Customer configures and the instructions Customer and its Users provide. As between the parties, actions that agents take within the Service or through Customer’s connected accounts are taken on Customer’s behalf and are Customer’s responsibility — except to the extent an action results from the Service’s failure to enforce Customer’s configured permissions or approval requirements, or from 2primes’ gross negligence or willful misconduct — and Customer will configure agent permissions and approval requirements appropriate to the sensitivity of the systems and actions involved. 2primes is not responsible for changes made to third-party systems at Customer’s direction, and Customer is responsible for maintaining appropriate rights to, and backups of, data in its third-party services.
6. Campaign Communications (Voice, SMS, and Email)
This Section applies if Customer uses the Service to place outbound telephone calls, send SMS or other text messages, or send commercial or marketing email to third parties, including through AI agents (“Campaign Communications”). Routine one-to-one business correspondence is not a Campaign Communication, whether sent by a User or an AI agent and regardless of volume — for example, an individual reply or follow-up in an existing conversation, or a service or transactional message that supports or administers the recipient’s existing order, account, or relationship with Customer. That exclusion does not extend to promotion or outreach: a communication that promotes or advertises products or services, or that initiates contact with recipients as part of a common outreach effort, is a Campaign Communication regardless of personalization or volume. Announcing the commercial availability of a new or additional product, feature, or upgrade is promotion. Citations in this Section 6 are illustrative, not exhaustive; Customer is responsible for complying with applicable laws and industry requirements as in effect at the time of each Campaign Communication, whether or not cited here.
(a) Customer’s Communications Accounts. Campaign Communications by voice or SMS are placed through Customer’s own account with a telephony provider that the Service supports (the “Telephony Provider”; supported providers are identified in the Service or its documentation), using telephone numbers provisioned to Customer. Customer is responsible for its agreement with, and all fees charged by, the Telephony Provider; for provisioning and maintaining its numbers; and for completing all registrations required by the Telephony Provider and carriers before launch, including A2P 10DLC campaign registration (with supporting opt-in evidence) prior to any SMS campaign. Campaign Communications by email are sent through Customer’s own connected email accounts or providers, and Customer is likewise responsible for those accounts, including applicable sending limits and the authentication requirements of mailbox providers (such as SPF, DKIM, and DMARC). If 2primes later offers 2primes-provisioned numbers or communications accounts, that option will be subject to additional terms presented when it is enabled.
(b) Customer Controls the Campaign. Customer determines the recipients, timing, and content of all Campaign Communications and controls the approval settings under which they are sent. As between the parties, Customer initiates and makes all Campaign Communications for purposes of applicable law, and 2primes acts solely as a software provider transmitting communications at Customer’s direction through Customer’s Telephony Provider account. Each party remains responsible for obligations that applicable law imposes directly on that party’s own conduct.
(c) Consent and Compliance. Customer represents and warrants that: (i) for every recipient of a Campaign Communication by voice call or text message that constitutes telemarketing or advertising, Customer has obtained and will maintain prior express written consent, as defined under the Telephone Consumer Protection Act (47 U.S.C. § 227) and its implementing regulations (47 C.F.R. § 64.1200), sufficient for marketing calls placed using an artificial, prerecorded, or AI-generated voice and for marketing text messages, as applicable, and, for every other Campaign Communication by voice call or text message, Customer has obtained and will maintain prior express consent or another lawful basis sufficient under applicable law for that communication, including for calls using an artificial, prerecorded, or AI-generated voice; (ii) Customer has scrubbed call and text recipient lists against the National Do Not Call Registry, applicable state do-not-call lists, and Customer’s internal suppression list, and has taken reasonable steps to identify reassigned numbers (such as querying the FCC’s Reassigned Numbers Database); (iii) every Campaign Communication by email will comply with the CAN-SPAM Act, Canada’s Anti-Spam Legislation, and analogous laws, including accurate header and subject-line information, identification of Customer as the sender with a valid physical postal address, and a clear and functioning unsubscribe mechanism honored within the period required by the CAN-SPAM Act (currently ten (10) business days), and Customer will not use purchased, harvested, or third-party recipient lists without a lawful basis to contact each recipient; and (iv) all Campaign Communications will comply with applicable laws, regulations, and industry rules, including the TCPA, the FTC Telemarketing Sales Rule, the Truth in Caller ID Act (and Customer will transmit accurate, non-misleading caller ID information), state telemarketing and “mini-TCPA” statutes, state laws requiring disclosure that a call is made using artificial intelligence or an automated system, call recording and wiretap laws, applicable carrier and CTIA messaging guidelines, and restrictions on calling times (8:00 a.m.–9:00 p.m. in the recipient’s local time zone, or stricter where required).
(d) Records. Customer will retain records evidencing the consent or other lawful basis for sending described above for at least five (5) years following the last Campaign Communication to the relevant recipient, or longer if required by applicable law, and will provide copies to 2primes within five (5) business days of request. As between the parties, Customer is also responsible for creating, retaining, and producing any other records applicable law requires for its Campaign Communications, for the periods applicable law requires, including by exporting and retaining records made available through the Service that Customer needs for compliance.
(e) Required Disclosures; Opt-Outs. Customer will ensure that each Campaign Communication: (i) identifies Customer by name as the party responsible for the communication at the beginning of the call or message; (ii) for voice calls, discloses at the outset that the call uses an automated or AI-generated voice and, if the call is recorded or transcribed, that the call is recorded or transcribed, as applicable; (iii) provides a working callback telephone number; and (iv) offers a clear opt-out mechanism. Opt-out requests will be honored immediately (for email, no later than the period stated in Section 6(c)(iii)), and Customer will maintain a current suppression list reflecting all opt-outs across channels. Customer will review and approve the final scripts and disclosures before launching any campaign. For inbound calls that the Service answers on Customer’s behalf, Customer will likewise ensure that any recording or transcription disclosure required by applicable law is made. Customer will ensure that its own privacy notices accurately describe its use of AI agents, call recording and transcription, and the processing of communications by 2primes and its service providers.
(f) Suspension. 2primes may suspend Campaign Communications immediately, without liability and without being in breach of the Agreement, if 2primes: receives a complaint from a carrier, the Telephony Provider, an email or mailbox provider, or a regulator; observes unusual complaint, block, or opt-out rates; loses valid access to the credentials for Customer’s communications accounts; or reasonably believes that Campaign Communications do not comply with this Section 6. The parties will confer promptly and in good faith to resolve the issue.
(g) No Legal Advice. 2primes provides software, not legal advice. Features of the Service that support compliance (such as disclosure prompts, approval gates, and audit logs) do not guarantee compliance, and Customer remains solely responsible for the legality of its campaigns.
(h) Indemnity. Customer’s indemnification obligations for Campaign Communications are set out in Section 13.1 and are not subject to the limitations in Section 14.
(i) Feature Activation. 2primes may condition activation or continued use of Campaign Communications features on an authorized representative of Customer completing an attestation or acknowledgment of this Section 6, through the Service or in writing.
7. Acceptable Use
Customer will not, and will not permit others to: use the Service for any unlawful purpose or in violation of applicable law (including the laws described in Section 6); attempt to gain unauthorized access to the Service or its related systems; interfere with or disrupt the integrity or performance of the Service; reverse engineer, decompile, or disassemble any part of the Service; use the Service to generate, store, or distribute harmful, abusive, or misleading content; impersonate any person or entity, including by simulating an identifiable individual’s voice without that person’s consent; use the Service for political campaign communications, voter contact, or other election-related calling or messaging; use the Service in violation of export control or sanctions laws; use the Service to contact emergency services or in any application where a failure of the Service could lead to death, personal injury, or physical or environmental damage; use the Service to store or process protected health information, cardholder or other payment card data, or other specially regulated categories of data (such as data subject to HIPAA or PCI DSS), unless 2primes has expressly agreed in writing to support that use and any required addendum is in place; use the Service or its outputs as the sole basis for decisions with legal or similarly significant effects on individuals (such as eligibility decisions in employment, credit, housing, insurance, education, or healthcare) without meaningful human review; or share account credentials or allow unauthorized third parties to access the Service.
8. Confidentiality
Each party (the “Receiving Party”) may receive non-public business, technical, product, or financial information of the other party (the “Disclosing Party”) in connection with the Agreement (“Confidential Information”). The Receiving Party will: use Confidential Information only in connection with the Agreement; protect it using at least the same degree of care it uses for its own confidential information, and no less than reasonable care; and not disclose it to any third party other than employees, contractors, and advisors who need to know it and are bound by obligations at least as protective. Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, was known to the Receiving Party before disclosure, is independently developed without use of the Disclosing Party’s Confidential Information, or is rightfully received from a third party without a duty of confidentiality. The Receiving Party may disclose Confidential Information to the extent required by law, with prior notice to the Disclosing Party where legally permitted. These obligations survive for three (3) years after termination of the Agreement and, for trade secrets, for as long as the information remains a trade secret.
9. Publicity
2primes may identify Customer by name and logo as a Tipoff customer on its website and in marketing materials. Any case study, press release, or use of Customer quotes requires Customer’s prior written approval, which will not be unreasonably withheld. Customer may revoke the license to use its name and logo prospectively on thirty (30) days’ written notice.
10. Support; Changes to the Service
For customers with an active paid subscription, 2primes provides support by email during its normal business hours on a commercially reasonable efforts basis; support for other accounts is at 2primes’ discretion. No formal service level commitments (SLAs) apply unless expressly stated in an Order Form. The Service will evolve: features may be added, modified, or removed, and 2primes will use reasonable efforts to give Customer advance notice of changes that materially reduce functionality Customer actively uses. 2primes may offer free, trial, beta, or preview features or plans, identified as such when offered; these are provided as-is, may be subject to additional terms presented when enabled, and may be modified, limited, or discontinued at any time.
11. Intellectual Property; Feedback
The Service, including its design, features, code, documentation, and branding, is owned by 2primes and protected by intellectual property law. No rights are granted to Customer except as expressly stated in the Agreement, and nothing in the Agreement grants Customer the right to use 2primes’ trademarks, logos, or brand elements without prior written consent. 2primes may use feedback and suggestions relating to the Service without restriction or obligation.
12. Limited Warranty; Disclaimers
2primes warrants that the Service will perform materially as described in the applicable Order Form and the Service’s then-current documentation and user interface. Customer’s exclusive remedy, and 2primes’ entire liability, for breach of this warranty is that 2primes will use commercially reasonable efforts to correct the reported non-conformance and, if it cannot do so within thirty (30) days of Customer’s written notice, Customer may terminate the affected subscription, in which case 2primes will provide the refund described in Section 15.5. This warranty does not apply to free, trial, beta, or preview features or plans (as described in Section 10), or to non-conformance caused by misuse, Customer Content, or third-party services.
Except as expressly stated in this Section, the Service is provided “as is” and “as available” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. AI-generated outputs are provided for informational purposes only. 2primes does not guarantee the accuracy, completeness, or reliability of outputs, or that agents will act as intended; Customer is responsible for reviewing and validating outputs before relying on them and for supervising agent activity, including through the review and approval features of the Service.
13. Indemnification
13.1 By Customer. Customer will defend, indemnify, and hold harmless 2primes and its officers, directors, employees, and agents from and against any third-party claim, action, regulatory investigation, fine, or penalty, and all resulting damages, losses, and expenses (including reasonable attorneys’ fees), arising out of or relating to: (a) Customer Content; (b) Customer’s use of the Service in violation, or alleged violation, of the Agreement or applicable law; or (c) Campaign Communications, including claims under the TCPA, state telemarketing or AI-disclosure laws, or call recording and wiretap laws, in each case except to the extent arising from 2primes’ breach of the Agreement or its gross negligence or willful misconduct. 2primes will give Customer prompt written notice of any claim and reasonable cooperation at Customer’s expense. 2primes’ failure to give prompt notice does not relieve Customer of its obligations under this Section except to the extent Customer is materially prejudiced by the delay. Customer will control the defense of the claim with counsel reasonably acceptable to 2primes, and 2primes may participate in the defense with its own counsel at its own expense. If Customer fails to promptly assume and diligently conduct the defense, 2primes may defend the claim at Customer’s expense until Customer does. Customer will not settle any claim in a manner that imposes liability or obligations on 2primes without 2primes’ prior written consent. Notwithstanding the foregoing, 2primes will control its own response to any regulatory investigation or inquiry directed at 2primes, and Customer will reimburse 2primes’ reasonable costs of responding, and any resulting fines or penalties, to the extent the matter arises from Customer Content, Customer’s use of the Service in violation, or alleged violation, of the Agreement or applicable law, or Customer’s Campaign Communications.
13.2 By 2primes. 2primes will defend Customer against any third-party claim alleging that the Service itself, as provided by 2primes and used in accordance with the Agreement, infringes that party’s U.S. patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the damages, losses, and costs (including reasonable attorneys’ fees) finally awarded against Customer, or agreed by 2primes in settlement, for that claim. This obligation does not apply to free, trial, beta, or preview features or plans (as described in Section 10), or to claims arising from Customer Content (including Input and Output), third-party services or products (including the Telephony Provider and connected accounts), the combination of the Service with anything not provided by 2primes, or use of the Service in violation of the Agreement or after 2primes has made a non-infringing alternative available. If the Service becomes, or 2primes reasonably believes it is likely to become, subject to such a claim, 2primes may procure the right for Customer to continue using the Service, modify or replace the affected feature without material loss of functionality, or terminate the affected subscription and provide the refund described in Section 15.5. This Section 13.2 states 2primes’ entire liability and Customer’s exclusive remedy for third-party infringement claims, and the notice, control, and cooperation terms of Section 13.1 apply with the parties’ roles reversed.
14. Limitation of Liability
To the maximum extent permitted by law: (a) neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, data, or goodwill, arising out of or relating to the Agreement; and (b) each party’s total liability for all claims arising out of or relating to the Agreement will not exceed the amounts paid or payable by Customer to 2primes in the twelve (12) months preceding the event giving rise to the claim. These limitations do not apply to Customer’s payment obligations, to Customer’s indemnification obligations under Section 13.1, or to Customer’s breach of Section 7 or Section 8.
15. Term; Suspension; Termination
15.1 Term. The Agreement begins when Customer accepts these Terms and, unless the applicable Order Form or plan states otherwise, Customer’s subscription runs month-to-month, renewing automatically for successive billing cycles until cancelled or terminated; subscriptions with an annual or other fixed period renew for successive periods of the same length.
15.2 Cancellation by Customer. Customer may cancel at any time, either through the Service’s billing settings or by written notice, effective at the end of the then-current billing cycle; the subscription will not renew, and Customer retains access through the end of that cycle. Cancellation takes effect as a termination of the subscription at the end of the then-current billing cycle, including for purposes of Sections 3.3 and 15.5.
15.3 Termination for Cause. Either party may terminate the Agreement immediately on written notice if the other party materially breaches it and fails to cure the breach within ten (10) days of written notice.
15.4 Termination and Suspension by 2primes. 2primes may terminate the Agreement for any reason on thirty (30) days’ written notice, except that for a subscription with an annual or other fixed period, 2primes may terminate for convenience during that period only if 2primes generally discontinues the Service or the affected feature, with reasonable advance notice and the refund described in Section 15.5, and may suspend the Service or Campaign Communications as described in Sections 3.2 and 6(f), during any material breach of Section 6 or Section 7, or where reasonably necessary to protect the Service or its users or to comply with law. Any suspension will be limited in scope and duration to what is reasonably necessary, and 2primes will restore access promptly once the grounds for suspension are resolved. 2primes may also terminate any free or trial account, or any account without an active paid subscription, for any reason on thirty (30) days’ written notice; Section 15.5 governs the effect of termination, including content export and deletion.
15.5 Effect of Termination. Upon termination, Customer will pay all fees accrued through the effective date of termination, and Customer’s right to use the Service ends. Any remaining credits are forfeited as described in Section 3.3, except that if Customer terminates under Section 15.3 for 2primes’ uncured material breach, Customer terminates as provided in Section 12, or 2primes terminates under Section 15.4 or Section 13.2, 2primes will refund unused purchased credits and the pro-rata unused portion of any platform fee billed in advance for the then-current billing cycle. For thirty (30) days after termination, 2primes will make Customer Content available for export on request, after which 2primes may delete it in accordance with the Privacy Policy. Sections 4, 6(c), 6(d), 6(h), 8, 11, 12, 13, 14, 15.5, and 17 survive termination, along with any other provision that by its nature should survive.
16. Changes to These Terms
2primes may update these Terms by posting a revised version at https://tipoff.io/business-terms with a new version date. For material changes, 2primes will give existing paying customers at least thirty (30) days’ notice, by email or in the Service, before the revised version takes effect, and 2primes may present the revised version for acceptance in the Service. A material change that reduces Customer’s rights or increases Customer’s obligations takes effect for an existing paid subscription only if Customer expressly accepts it or the subscription renews after notice of the change; other changes take effect on the date stated in the notice, and continued use of the Service after that date constitutes acceptance. If Customer’s Order Form specifies a version of these Terms, that version continues to govern for Customer, and acceptance of a later version requires Customer’s express agreement (such as a signed amendment or an affirmative acceptance through the Service); continued use of the Service alone does not constitute acceptance of a later version.
17. General
17.1 Governing Law; Venue. The Agreement is governed by the laws of the State of Georgia, without regard to its conflict of laws rules. Any dispute that is not subject to arbitration under Section 17.2, or that Section 17.2 permits to be brought in court, will be resolved exclusively in the state and federal courts located in Atlanta, Georgia, and the parties consent to their jurisdiction.
17.2 Dispute Resolution; Class Waiver. (a) Informal Resolution. Before initiating any proceeding, the party raising a dispute will send the other a written description of it (to legal@tipoff.io or to Customer’s notice email, as applicable), and the parties will attempt in good faith to resolve the dispute for thirty (30) days.
(b) Arbitration. Except as provided in Section 17.2(c), any dispute arising out of or relating to the Agreement will be resolved by final and binding arbitration before a single arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Atlanta, Georgia (hearings may be held by videoconference). The Federal Arbitration Act governs this Section 17.2, and judgment on the award may be entered in any court of competent jurisdiction.
(c) Exceptions. Either party may bring a qualifying individual claim in small claims court, and either party may seek injunctive or other equitable relief in court under Section 17.1 for actual or threatened infringement or misuse of intellectual property, breach of confidentiality, harm to the security or integrity of the Service, or violation of Section 6 or Section 7.
(d) Class and Jury Waiver. Disputes will be resolved only on an individual basis. Neither party may bring or participate in a class, collective, consolidated, or representative proceeding against the other, and the arbitrator may not consolidate the claims of different customers. Each party waives trial by jury in any proceeding heard in court. If the prohibition on class or representative arbitration is held unenforceable as to a particular claim, that claim alone will proceed in court under Section 17.1.
(e) Coordinated Filings. If twenty-five (25) or more arbitration demands raising similar claims are filed against a party by or with the assistance of coordinated counsel, the demands will be administered and resolved in staged batches of no more than twenty-five (25), administrative and arbitrator fees will be due only as each batch proceeds, and applicable limitation periods will be tolled for demands awaiting their batch.
17.3 Notices. Notices to 2primes will be sent to legal@tipoff.io. Notices to Customer will be sent to the notice email on Customer’s Order Form or, if none, the email associated with Customer’s account. Email notice is deemed received on the day sent if sent on a business day at the recipient’s location, and otherwise on the next business day.
17.4 Assignment. Neither party may assign the Agreement without the other party’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.
17.5 Entire Agreement; Amendment. The Agreement is the parties’ entire agreement regarding its subject matter and supersedes all prior or contemporaneous proposals, discussions, and agreements. Order Forms may be amended only in a writing signed by both parties; these Terms may be updated only as described in Section 16.
17.6 No Waiver. A party’s failure or delay in exercising any right under the Agreement is not a waiver of that right, and no waiver is effective unless it is in a writing signed by the waiving party. A waiver on one occasion is not a waiver of any right on any other occasion.
17.7 Severability. If any provision of the Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full effect.
17.8 Counterparts; Electronic Acceptance. Order Forms may be executed in counterparts, including by electronic signature. Acceptance of these Terms through the Service is effective to the same extent as a signature, to the extent permitted by law.
17.9 Relationship. The parties are independent contractors. The Agreement does not create a partnership, joint venture, employment, or agency relationship between them.
17.10 Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, such as natural disasters, war, terrorism, labor disputes, internet or utility failures, or acts of government.
17.11 No Third-Party Beneficiaries. The Agreement is for the benefit of the parties and their permitted successors and assigns and does not create any right in any other person.
Questions about these Terms: legal@tipoff.io