Last updated: March 2nd, 2025
These Terms of Service (the “Agreement“) apply to, and govern, access to and use of the Service (defined below).
CUSTOMER IS AGREEING TO THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” (OR SIMILAR) BUTTON, BY CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THIS AGREEMENT, OR OTHERWISE BY REGISTERING FOR OR ACCESSING THE SERVICE, WHICHEVER IS EARLIER.
This Agreement also applies to, and governs, the executed ordering document (such as an Order Form, Sales Order, Proposal, or Quote) to which they are attached, hyperlinked, or otherwise incorporated by reference (the “Order“), and this Agreement is hereby incorporated by reference into, and made a part of, such Order.
The Agreement constitutes a binding agreement between AutoLeadStar, Inc. d/b/a Fullpath (or, if applicable, the other Fullpath entity specified in the Order) (“Company“) and the customer specified in the Order or the Service registration page, as the case may be (“Customer“). Company and Customer may be collectively referred to herein as the “Parties“, and each individually as a “Party“. An individual entering into this Agreement on behalf of the Customer represents that he/she has the right, authority, and capacity to act on behalf of the Customer and to bind the Customer to this Agreement.
If Customer has purchased its Service subscription through a Reseller (defined below), Customer’s payment obligations under Section 6 (Payment) shall not apply. In such cases:
The following capitalized terms have the meanings set forth below:
In order to access the Service, Customer may be given the opportunity (or otherwise be required) to generate an account by submitting the information requested in the applicable online registration page or Service interface (“Account“). Customer’s Account registration may impose limitations on the number or types of Accounts; absent such limitations, Customer shall be entitled to a single administrator Account that will have administrative privileges over the Account (“Admin Account“) and such number of user Accounts for each user (each, a “User Account“). Customer shall ensure that all information submitted during the registration process is, and will thereafter remain, complete and accurate. As between Company and Customer, Customer shall be solely responsible and liable for maintaining the confidentiality and security of its Account credentials, as well as for all activities that occur under or in such Account. Customer shall immediately notify Company in writing of any unauthorized access to, or use of, an Account, or any other breach of security.
Company may, at its sole discretion, offer a limited free trial subscription to use the Service for evaluation purposes during the applicable trial period specified in the Order (“Trial Period”) prior to charging the Fees. The Service provided during the Trial Period may have certain limited features and functionalities. Unless otherwise specified in the Order, no fees are due for your use of the Service during the Trial Period. Company has the right to terminate a Trial Period at any time and for any reason. COMPANY SHALL HAVE NO OBLIGATION OR LIABILITY OF ANY KIND WHATSOEVER DURING THE TRIAL PERIOD. TO THE EXTENT THAT APPLICABLE LAW DOES NOT PERMIT THE EXCLUSION OF COMPANY’S LIABILITY AS AFORESAID, COMPANY’S AGGREGATE LIABILITY TO CUSTOMER IN RESPECT OF THE TRIAL PERIOD SHALL NOT EXCEED TEN US DOLLARS (USD$10).
Subject to the terms and conditions of this Agreement (including without limitation Customer’s payment of all applicable Fees), Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license, during the Subscription Term (defined below), to do the following, in accordance with its applicable user documentation (collectively, the “Subscription“):
For the avoidance of doubt: (i) the Subscription is subject to the applicable Subscription Scope, and Customer shall not use any technical or other means within, or external to, the Service to exceed or circumvent the Subscription Scope, and (ii) the Service is only licensed or provided on a subscription basis (and is not sold) hereunder. Any rights not expressly granted herein are hereby reserved by Company and its licensors, and, except for the Subscription, Customer is granted no other right or license in or to the Service.
As a condition to (and except as expressly permitted by) the Subscription, Customer shall not do (or permit or encourage to be done) any of the following Subscription restrictions (in whole or in part):
Company and its Affiliates may use log files and other data regarding Customer’s use of the Service for quality control purposes, for enforcement of this Agreement, for analytics purposes (such as generating Usage Statistics), and for further improving Company’s products and services.
The Service will be made available to Customer electronically (via the Site or via an API integration, as elected by Company or as specified in the Order). Any software and other components distributed to Customer (such as the Agents) shall be deemed accepted upon delivery. The hosting of the Service may be provided by a third-party cloud hosting provider selected by Company (“Hosting Provider“), and accordingly Customer Content may be processed by such Hosting Provider.
Company may, from time to time, modify and replace the features and functionalities (but not material functionalities to which Customer is entitled under the Order, unless it improves the material functionality), as well as the user interface, of the Service. Some features and functionalities may in any event be restricted by geography or otherwise, in order for Company to comply with applicable Law or commitments to third parties. Customer agrees that its purchase hereunder is not contingent on the delivery of any future functionality or feature, or dependent on any oral or written statements made by or on behalf of Company regarding future functionalities or features.
If applicable, and subject to payment by Customer of the applicable Fees therefor, Company shall provide whatever Service-related setup or onboarding services may be specified in the Order (“Setup Services“).
Subject to Customer remaining current all payment obligations under this Agreement, Customer will be entitled to receive the Support Services.
Other than Setup Services, Company is not obligated to provide any Professional Services. Any Professional Services mutually agreed to between the Parties shall be set out in sequential Professional Services Statements of Work signed by the Parties and referencing this Agreement (each, a “Professional Services SOW“). Professional Services shall be charged in accordance with such Professional Services SOW. Each Professional Services SOW shall be deemed incorporated into this Agreement by reference.
Other Services will be performed by Company and/or its Affiliates, and are provided for the benefit of Customer only. Customer shall fully cooperate with Company in connection with the provision of Other Services, including without limitation providing Company and its Affiliates with access to all relevant Customer systems, databases and materials. Unless expressly agreed otherwise in writing, Other Services shall be carried out remotely (such as, via access to Customer’s Account).
Customer agrees to pay Company the fees and other charges set forth in the Order (the “Fees“).
Company shall be entitled from time to time, and by written notice, to increase the Fees under the Order; provided, however, that the updated Fees shall apply to the next Order renewal, provided that such notice was given at least thirty (30) days prior to such renewal.
Payment Terms. Unless expressly stated otherwise in the Order or this Agreement:
If Customer believes that Company has invoiced Customer incorrectly, Customer must contact Company no later than thirty (30) days after receiving the invoice in which the alleged error appeared; otherwise Customer shall be deemed to have waived all claims in connection with the applicable invoice and payment.
Amounts payable under this Agreement are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes based upon Company’s net income. Customer must provide a valid tax exemption certificate if claiming a tax exemption. In the event that Customer is required by any Law applicable to it to withhold or deduct taxes for any payment under this Agreement, then the amounts due to Company shall be increased by the amount necessary so that Company receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had Customer not made any such withholding or deduction.
Customer authorizes Company (and/or its designee, such as third party payment processing services) to: (a) request and collect payment (and to otherwise take other billing actions, such as refunds) from Customer on a recurring basis; and (b) make any inquiries Company deems necessary, from time to time, to validate Customer’s designated payment method or financial information, in order to ensure timely payment of Fees.
As between the Parties, Customer is the exclusive owner of all Customer Content.
Unless the Order states otherwise, Customer Content may be hosted and processed by Company (and its Affiliates, Hosting Providers, and respective third party service providers) in Israel, the United States, the European Economic Area (EEA), the United Kingdom, and other locations around the world.
Unless the Service specifically requests or requires otherwise, Customer shall ensure that no Customer Content includes or links to Sensitive Data. “Sensitive Data” means any:
Customer is solely responsible for the legality, accuracy and quality of Customer Content, such as for ensuring that Customer’s collection, processing, storage and transmission of Customer Content is compliant with all applicable Laws, as well as any and all privacy policies, agreements or other obligations Customer may maintain or enter into with its customers. Customer represents and warrants that:
Customer agrees to (and hereby does) hold Company and its Affiliates harmless, and expressly release Company and its Affiliates, from any and all responsibility or liability arising from Customer Content, including without limitation any data collected by the Service from the Customer’s systems and properties.
Customer hereby grants to Company and its Affiliates a worldwide, non-exclusive, royalty-free, paid-up, sublicensable (to Company’s data subprocessors, Hosting Providers, as well as to third party service providers engaged by Company in the provision of the Company Offerings), irrevocable right and license to copy, process, create derivative works of, modify, adapt, and otherwise use your Customer Content (in any media, now known or hereafter developed): (A) during the Term of this Agreement, for the purpose of performing under this Agreement; and/or (B) on a perpetual basis, and provided the Customer Content is anonymized, for the purpose of generally enhancing the Company Offerings (such as developing new features and functionalities).
The Privacy Policy outlines Company’s practices towards handling any personal information that Customer may provide to the Company and/or that Company may collect in the course of providing the Service to Customer hereunder. For such purposes to the maximum extent permitted by applicable Law, Customer hereby consents to the Privacy Policy, and the Privacy Policy is hereby incorporated by reference.
The US Privacy Addendum (currently available at https://www.fullpath.com/legal-and-trust/?nav=dpa as may be amended from time to time by Company (the “US Privacy Addendum“) is hereby incorporated into, and made a part of, this Agreement by reference.
To the extent that, in connection with the processing of Customer Content pursuant to this Agreement, Customer requires a data processing addendum/agreement (“DPA“) pursuant to the European Union’s General Data Protection Regulation (Regulation 2016/679) (the “GDPR“), Customer shall request (via email to privacyofficer@fullpath.com) and execute (and deliver to Company the executed copy of) the Company’s applicable DPA template. Such executed DPA shall be deemed incorporated into, and made a part of, this Agreement by reference.
Company (and/or its licensors and suppliers, as applicable) is, and shall be, the sole and exclusive owner of all right, title and interest (including without limitation all Intellectual Property Rights) in and to:
To the extent any of the foregoing Intellectual Property Rights do not automatically vest in Company, Customer hereby irrevocably assigns (and shall assign) same to Company (and its designees, successors, and assigns), and undertakes to do all things reasonably requested by Company (including without limitation executing, filing, and delivering instruments of assignment and recordation), at Company’s expense, to perfect such ownership rights.
Each Party (as “Receiving Party”) will:
If Receiving Party is required by Law or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notice and cooperate in any effort to obtain confidential treatment of the Confidential Information including, without limitation, the opportunity to seek appropriate administrative or judicial relief. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
“Confidential Information” means all information that is identified as confidential at the time of disclosure by the Disclosing Party or reasonably should be known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and/or the circumstances surrounding the disclosure. For the avoidance of doubt, the Products and the Service are Confidential Information of Company. Confidential Information shall not, however, include information that:
THE SERVICE, SERVICE CONTENT, OTHER SERVICES, EVALUATION PRODUCTS, ANY REPORTS OR OUTPUT GENERATED BY THE SERVICE, AS WELL AS ANY OTHER GOODS AND SERVICES PROVIDED OR MADE AVAILABLE BY OR ON BEHALF OF THE COMPANY HEREUNDER (COLLECTIVELY, THE “COMPANY MATERIALS“) ARE PROVIDED AND MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL DEFECTS, AND ALL EXPRESS, IMPLIED AND STATUTORY CONDITIONS AND WARRANTIES (INCLUDING WITHOUT LIMITATION ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION, NON-INFRINGEMENT, OR QUALITY OF SERVICE, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR USAGE OF TRADE) ARE HEREBY DISCLAIMED BY COMPANY AND ITS LICENSORS.
COMPANY DOES NOT MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION THAT CUSTOMER’S USE OF COMPANY MATERIALS WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. COMPANY WILL NOT BE LIABLE OR OBLIGATED IN RESPECT OF DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO HOSTING PROVIDERS OR PUBLIC NETWORKS.
EXCEPT FOR BREACHES OF CONFIDENTIALITY UNDER SECTION 9 (CONFIDENTIALITY), CUSTOMER’S BREACH OF THE SUBSCRIPTION (INCLUDING WITHOUT LIMITATION A BREACH UNDER SECTION 4.2 (USAGE RESTRICTIONS)), AND/OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OR LICENSORS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR:
THE COMBINED AGGREGATE LIABILITY OF COMPANY AND ALL COMPANY AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY (OR, IF NO FEES APPLY, ONE HUNDRED US DOLLARS (USD$100)).
THE FOREGOING EXCLUSIONS AND LIMITATION SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, MISREPRESENTATION, OR OTHERWISE.
In the event that, during the term of this Agreement and the six (6) month period thereafter, a third party makes or institutes any claim, action, or proceeding against Customer alleging that Customer’s authorized access and use of the Service in accordance with this Agreement infringes such third party’s copyright or patent (an “Infringement Claim”), Company shall (as its sole liability, and as Customer’s sole remedy, in connection with such Infringement Claim): (a) at its own expense, defend Customer against the Infringement Claim; and (b) indemnify and hold harmless Customer for any amount finally awarded against or imposed upon Customer by the court (or otherwise agreed in settlement) under the Infringement Claim (provided, however, that any insurance recoveries and/or indemnity or contribution amounts received by the Customer prior to receipt of indemnification by Company, shall reduce the indemnifiable amount to be paid by Company by the amount of such recovery).
Company will have no obligation or liability under this Section (Indemnification by Company) to the extent that the Infringement Claim is based on or results from: (i) a modification to the Service not made by Company; (ii) the combination of the Service with any third party product or service; (iii) any Customer instructions or specifications; (iv) any Customer breach under this Agreement; and/or (v) any failure by Customer to use the most current version of the Service made available by Company pursuant to this Agreement.
Should the Service (in whole or in part) become, or in Company’s opinion be likely to become, the subject of an Infringement Claim or an injunction prohibiting Customer’s use of the Service, then Customer permits Company, at Company’s option and expense, to either: (x) obtain for Customer the right to continue using the Service (or part thereof, as applicable); or (y) replace or modify the Service (or part thereof, as applicable) so that its use hereunder becomes non-infringing; provided, however, that if (x) and (y) are not, in Company’s opinion, commercially feasible, Company may terminate this Agreement upon written notice to Customer, and, following Customer’s compliance with all post-termination obligations, Customer shall be entitled to receive a pro-rated refund of any prepaid Subscription-related Fees hereunder based on remaining period of the Subscription Term.
If Company or its Affiliates (or their respective directors, officers, or employees) (collectively, “Company Indemnitees”) incur or suffer any loss or liability whatsoever (including but not limited to a fine, penalty, damages award, legal costs and expenses such as attorney’s fees, etc.) (each, a “Loss”) under or in connection with any demand, claim, suit, or proceeding made or brought (whether by an individual, organization, or governmental agency) against a Company Indemnitee (each, a “Claim Against Company”), and such Claim Against Company arises directly or indirectly from (i) any actual or alleged infringement, misappropriation, or violation of any third party Intellectual Property Rights, any privacy rights, or any applicable Law, (ii) from any breach by Customer of its representations and warranties hereunder, and/or (iii) from Customer’s unauthorized use of the Service, Customer agrees to: (a) at its own expense, defend the Company Indemnitees against the Claim Against Company; and (b) indemnify and hold harmless the Company Indemnitees for all such Losses.
As a condition to indemnification under this Section (Indemnification), the indemnified Party agrees: (A) to provide the indemnifying Party with prompt written notice of the Infringement Claim or Claim Against Company, as applicable (the “Claim”); (B) to cede to the indemnifying Party sole control of the defense and settlement of the Claim (except that any settlement shall require the indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed); (C) to provide the indemnifying Party with all information and assistance reasonably requested by it; and (D) not to admit any liability under (or otherwise compromise the defense of) the Claim. The indemnified Party may participate in the defense of the Claim at its own cost and expense.
This Agreement commences on the Effective Date and, unless terminated in accordance herewith, shall continue for the duration of the Subscription Term (defined below).
Unless specified otherwise in the Order, upon expiration of the initial Subscription term specified in the Order (the “Initial Subscription Term“), the Order and Subscription shall automatically renew for successive renewal terms of equal length as the Initial Subscription Term (each a “Renewal Subscription Term“, and together with the Initial Subscription Term, the “Subscription Term“), unless either Party notifies the other Party in writing that it chooses not to renew (“Non-Renewal Notice“); provided, however, that the Non-Renewal Notice is given at least thirty (30) days prior to the end of the then-current Subscription Term. At the commencement of each Renewal Subscription Term, Company shall be entitled to invoice Customer for the applicable Fees therefor.
This Agreement may be terminated as follows:
Company reserves the right to temporarily suspend provision of the Service: (a) if Customer is seven (7) days or more overdue on a payment; (b) if Company deems such suspension necessary as a result of Customer’s breach of the Subscription (such as a breach under Section 4.2 (Restrictions)); (c) if Company reasonably determines suspension is necessary to avoid material harm to Company, to its other customers, or to the Service, including if the Service’s cloud infrastructure is experiencing denial of service attacks or other attacks or disruptions outside of Company’s control, or (d) as required by Law or at the request of governmental entities.
Upon termination of this Agreement for any reason: (a) the Subscription shall automatically terminate; (b) Customer shall cease all access and use of the Service and uninstall all Installed Software (and Company shall be entitled to remotely uninstall all Installed Software or deactivate the Service) and certify in a signed writing that it has done so; and (c) Customer shall pay any outstanding Fees and other charges that accrued as of termination (even if termination takes effect prior to the end of a billing cycle), which shall become immediately due and payable, and, if necessary Company shall issue a final invoice therefor. Company shall have no further obligation to make Customer Content available after the effective date of termination of this Agreement.
Sections 7 (Customer Content) through 14 (Miscellaneous) shall survive termination of this Agreement, as shall any right, obligation or provision that is expressly stated to so survive or that ought by its nature to survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.
This Agreement (and any annexes) represents the entire agreement of the Parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous oral or written understandings and statements by the Parties with respect to such subject matter. Any terms or conditions (whether printed, hyperlinked, or otherwise) in any purchase order or other standardized business forms, which purport to supersede, modify, or supplement this Agreement, shall be deemed rejected, void and of no effect (even if Company signs or acknowledges such document). Customer shall include the Order reference/number in any purchase order issued to Company. The section and subsection headings used in this Agreement are for convenience of reading only. This Agreement may be executed in any number of counterparts (including digitally, electronically scanned and e-mailed PDF copies, and any similarly signed and electronically or digitally transmitted copies) each of which will be considered an original, but all of which together will constitute one and the same instrument.
This Agreement may only be modified or supplemented by a written instrument referencing this Agreement, which is duly signed by each Party.
If the Service enables Customer or any third party service provider acting on behalf of the Customer to send messages or similar Content to third parties (“Messages”), Customer is solely responsible and liable for the Content of its Messages, for the manner in which Customer or the third party service provider sends them, for the timing of sending them, and generally for the consequences of sending them (for example, Customer shall ensure that Messages do not violate any Laws relating to privacy, anti-harassment, or anti-spamming). Customer acknowledges that many jurisdictions have Laws that require a recipient of a Message to give his/her prior consent (and that in certain cases such consent must be express, written and/or signed) to receive the Message, and Customer: (a) agrees to obtain such legally valid consent prior to sending the Message, whether directly or through a third party service provider; (b) is responsible for managing and updating any opt-out requests that it receives; and (c) agrees to (and hereby does) hold Company and its Affiliates harmless, and expressly release Company, its Affiliates, and any third party service provider, from any and all responsibility or liability arising from Messages that Customer or any third part service provider sends or receives.
In the event Company provides Customer with access to the digital advertising account managed by Company on Customer’s behalf, then, as between Company and Customer, Customer shall be solely responsible and liable for all activity undertaken by or on behalf of Customer in such account (for example, for changes made to advertising parameters or content) and shall indemnify and hold harmless Company and its Affiliates for any loss, damage, liability, cost, and expense (including reasonable attorney’s fees) incurred or suffered by Company or its Affiliates in connection with such activity.
The Service may present, or otherwise allow Customer to view, access, link to, and/or interact with, Content from third parties and other sources that are not owned or controlled by Company (such Content, “Third Party Content”). The Service may also enable Customer to communicate with the related third parties. The display or communication to Customer of such Third Party Content does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Company of such Third Party Content or third party, nor any affiliation between Company and such third party. Company shall have no obligation or liability of any kind whatsoever for Third Party Content or for the third party’s policies, practices, actions, or omissions. If Customer enables or uses Third Party Content with the Service, Company will allow the Third Party Content providers to access and use Customer Content as required for the interoperation of the Third Party Content and the Service. Any Third Party Content provider’s use of Customer Content is subject to the applicable agreement between Customer and the Third Party Content provider.
The Service may include what is commonly referred to as ‘open source’ software. Under some of their respective license terms and conditions, Company may be required to provide Customer with notice of the license terms and attribution to the third party, in which case Company may provide Customer with such information (whether via the Service, via the Site, or otherwise). Notwithstanding anything to the contrary herein, use of the open source software will be subject to the license terms and conditions applicable to such open source software, to the extent required by the applicable licensor (which terms and conditions shall not restrict the license rights granted to Customer hereunder), and to the extent any such license terms and conditions grant Customer rights that are inconsistent with the limited rights granted to Customer in this Agreement, then such rights in the applicable open source license shall take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such open source software. Company will comply with any valid written request submitted by Customer to Company for exercising any rights Customer may have under such license terms and conditions.
This Agreement may not be assigned by Customer, in whole or in part, without Company’s prior express written consent. Company may assign this Agreement, in whole or in part, without restriction or obligation. Furthermore, any Company obligation hereunder may be performed (in whole or in part), and any Company right (including invoice and payment rights) or remedy may be exercised (in whole or in part), by an Affiliate of Company. Any prohibited assignment will be null and void. Subject to the provisions of this Section (Assignment), this Agreement will bind and inure to the benefit of each Party and its respective successors and assigns.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, USA without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods, as well as the Uniform Computer Information Transactions Act (UCITA) (regardless of where or when adopted), shall not apply to this Agreement and are hereby disclaimed. Any claim, dispute or controversy between the Parties will be subject to the exclusive jurisdiction and venue of the courts located in New York County, New York, USA and each Party hereby irrevocably submits to the personal jurisdiction of such courts and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, each Party may seek equitable relief in any court of competent jurisdiction.
If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such provision will be ineffective solely as to such jurisdiction, and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
Company may use Customer’s name and logo on Company’s website and in its promotional materials to state that Customer is a customer.
Any waiver under this Agreement must be in a writing signed by the waiving Party. Any failure to enforce any right or obligation shall not be deemed a waiver thereof. Except as may be expressly provided otherwise in this Agreement, rights and remedies herein are in addition to any rights and remedies at law or in equity.
Features and functionalities may be accompanied by separate or additional terms and conditions (“Feature Specific Terms”). Third Party Content may be accompanied by separate or additional terms and conditions (“Third Party Content Terms”, and together with Feature Specific Terms, “Supplemental Terms”). Supplemental Terms may be set forth in the Order and/or may require Customer’s acceptance (via the Service) prior to Customer accessing the applicable feature, functionality, or Third Party Content. Except to the extent expressly stated otherwise within the Supplemental Terms, all Supplemental Terms apply in addition to (and not instead of) this Agreement.
Except as may be otherwise expressly provided in this Agreement (such as Company’s Affiliates), there shall be no third-party beneficiaries of or under this Agreement.
The relationship of the Parties is solely that of independent contractors. Nothing in this Agreement shall be construed to create a relationship of employer and employee, principal and agent, joint venture, franchise, fiduciary, partnership, association, or otherwise between the Parties. Except to the extent required by Company in connection with the provision of the Service and/or the performance of the Company’s obligations hereunder (such as, if applicable, administering digital advertising and media accounts on behalf of Customer), neither Party has any authority to enter into agreements of any kind on behalf of the other Party and neither Party will create or attempt to create any obligation, express or implied, on behalf of the other Party.
Company shall not be liable or be deemed in breach for any failure to perform due to circumstances or causes beyond its reasonable control including, but not limited to, strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war (declared or undeclared), government or quasi-governmental authorities actions, riot, terrorism, earthquakes, explosions, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of Company. For the avoidance of doubt, any problems relating to hosting of the Service by a third party is beyond the reasonable control of Company.
Any notice or communication required or permitted under this Agreement will be in writing to the addresses set forth in this Agreement (or at such other address as may be given in writing by either Party), and will be deemed to have been received by the addressee upon: (a) personal delivery; (b) the second business day after being mailed or couriered; or (c) the day of sending by email, except for notices of breach (other than for non-payment) or an indemnifiable claim, which must be made by mail or courier. Email notifications to Company shall be to legal@fullpath.com. Company may also give Customer notices via Customer’s Account and/or via postings on or through the functionality of the Service (and such notices shall be deemed given immediately).
Customer must not use, transfer, export, re-export, import, or divert the Service in violation of any Export Control Laws, or otherwise to: (A) Lebanon, Syria, Iran, Iraq, Sudan, Yemen, Cuba, or North Korea (or other countries specifically designated in writing by Company from time to time); (B) any U.S. embargoed countries; or (C) anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other restricted party lists. Customer represents and warrants that it is not located in any such country or on any such list. “Export Control Laws” means all applicable export and re-export control Laws applicable to you and/or Company or its Affiliates, as well as the United States’ Export Administration Regulations (EAR) maintained by the US Department of Commerce, trade and economic sanctions maintained by the US Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (ITAR) maintained by the US Department of State.
Except for the Service, Customer shall be solely responsible: (a) for providing all hardware, software, systems, assets, facilities, and ancillary goods and services needed for Customer to access and use the Service; (b) for ensuring their compatibility with the Service; and (c) for obtaining (and maintaining) all consents and licenses necessary to exercise Customer’s rights under the Subscription.
Except as may be expressly stated otherwise in this Agreement, each Party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).
If Customer is a U.S. government entity, or this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that the Service constitutes “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212, DFARS 252.227-7014 and DFARS 227.7202.
Nothing in this Agreement prevents Company from disclosing Customer Content to the extent required by Law, subpoenas, or court orders, but Company will use commercially reasonable efforts to notify Customer where permitted to do so.
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