Terms of Service

Last Updated: June 1, 2024

These Fullpath 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: (a) Company will only be obligated to provide the Service to Customer if Company and Reseller have executed a purchase order for such purchase; (b) Company may share information with Reseller related to Customer’s use and consumption of the Service; (c) Company shall be entitled to withhold or otherwise suspend Customer’s access to the Service if Company has not been paid by Reseller; (d) this Agreement governs Customer’s access to and use of the Service, notwithstanding anything to the contrary in Customer’s agreement with the Reseller; and (e) Reseller is not authorized to make any changes to this Agreement or otherwise authorized to make any warranties, representations, promises or commitments on behalf of Company or in any way concerning the Service.

1. DEFINITIONS.  The following capitalized terms have the meanings set forth below:

   “Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

   “Content” means any text, data, information, reports, files, images, graphics, software code, or other content.

   “Customer Content” means any Content submitted or uploaded to, or transmitted through, the Service, or otherwise provided or made available to Company, by or on behalf of Customer.

   “Effective Date” means the date the Order is executed by the Parties, unless the Order itself specifies a different start/effective date; provided, however, that if, in connection with such Order, the date on which the Customer first accessed or used the Service, or set up an Account, was prior to Order execution, then the Effective Date shall be deemed to be such earlier date.

   “Intellectual Property Rights” means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, whether registered or unregistered, and whether vested, contingent, or future) in and to inventions, discoveries, works of authorship, designs, software, technical information, databases, know-how, mask works, methods, branding, technology, and other intellectual property (collectively, “Intellectual Property“), and includes but is not limited to patents, copyrights and similar authorship rights, moral (and similar personal) rights, mask work rights, data and database rights, trade secret rights and similar rights in confidential information and other non-public information, design rights, trademark, service mark, trade name, trade dress and similar branding rights, as well as: (i) all applications, registrations, renewals, reexaminations, extensions, continuations, continuations-in-part, provisionals, substitutions, divisions or reissues of or for the foregoing; and (ii) all goodwill associated with the foregoing.

   “Installed Software” means any device client software (or similar distributed software) that is made available to Customer by Company for installation on Users’ devices, to be used in connection with the Service. Unless the context requires otherwise, references in this Agreement to the “Service” shall be deemed to include the Installed Software as well.

   “Law” means any federal, state, foreign, regional or local statute, regulation, ordinance, or rule of any jurisdiction.

   “Other Services” means, as the case may be, Setup Services, Support Services, Professional Services, and/or any other services (other than the Service) provided by or on behalf of Company pursuant to this Agreement.

   “Privacy Policy” means the Company’s privacy policy, currently available at https://www.fullpath.com/legal-and-trust/?nav=privacypolicy.

   “Professional Services” means Service-related installation, deployment, configuration, training, customization, integration, or other professional services.

   “Reseller” means a Company-authorized distributor, referral partner or reseller selling Service subscriptions to Customer.

   “Service” means Company’s generally available software-as-a-service (SaaS) offering, known as Fullpath AI CDP, and any related web applications, mobile applications, APIs, and other tools that Company makes generally available in connection therewith.

   “Service Content” means any Content (excluding Customer Content) appearing on or in, or otherwise provided or made available via, the Service. Unless the context requires otherwise, references herein to the “Service” shall be deemed to include the Service Content.

   “Subscription Scope” means any Service-related usage or consumption limitations, entitlements, and parameters (for example, number of Users, available features and functionalities, etc.) specified in the Order.

   “Site” means the Company’s website, currently available at https://www.fullpath.com.

   “Support Services” means any Service-related technical support and maintenance services that are specified in the Order (or, if not specified in the Order, that are made generally available by Company to its Service customers).

   “Usage Statistics” means any non-Customer-identifying information, data, reporting, suggestions, analyses, and/or intelligence relating to the operation, support, and/or Customer’s use, of the Service (such as metadata, query logs, aggregated data, analytics, etc.), as well as any resulting industry benchmarks, analytics, datasets, and models developed by or on behalf of Company.

   “User” means Customer’s (and/or, pursuant to Section ‎4.3 (Customer Affiliates), its Affiliates’) employees and contractors who are authorized by Customer to use the Service, and for whom Customer (or Company, at Customer’s request) has supplied a user identification and password for the Service.

2. ACCOUNT

   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.

3. TRIAL PERIOD
   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 for 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 DUING 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).
4. SERVICE SUBSCRIPTION
   General. 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“):
   1. Access and use the Service, and view the Service Content, for Customer’s internal end use; and
   2. In respect of Installed Software to which Customer is entitled, to install such Installed Software on the applicable device owned or controlled by Customer. 

   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.

   • Restrictions. 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): (a) copy, create public Internet “links” to, “frame”, or “mirror” the Service; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Service to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (c) publicly perform, display or communicate the Service; (d) modify, adapt, translate, or create a derivative work of the Service; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of, the Service; (f) remove, alter, or conceal any copyright, trademark, or other proprietary rights notices displayed on or in the Service; (g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Service; (h) use the Service to develop any service or product that is the same as (or substantially similar to), or otherwise competitive with, the Service; (i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Service, or use any robot, spider, scraper, or any other automated means to access the Service; (j) employ any hardware, software, device, or technique to pool connections or reduce the number of Users or servers/machines that directly access or use the Service (sometimes referred to as ‘virtualisation’, ‘multiplexing’ or ‘pooling’); (k) forge or manipulate identifiers in order to disguise the origin of any Customer Content; (l) take any action that imposes or may impose (as determined in Company’s reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure; (m) use the Service in connection with any stress test, penetration test, competitive benchmarking or analysis, or vulnerability scanning, or otherwise publish or disclose (without Company’s prior express written approval) any the results of such activities or other performance data of the Service; or (n) use the Service to circumvent the security of another person’s network/information, develop malware, unauthorized surreptitious surveillance, data modification, data exfiltration, data ransom or data destruction.
   • Usage Statistics. 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.
   • Delivery and Hosting. 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.
   • Features and Functionalities. 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.
     
5. SERVICE
   • Setup Services. 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“).
   • Support Services. Subject to Customer remaining current all payment obligations under this Agreement, Customer will be entitled to receive the Support Services.
   • Professional 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. 
   • General. 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. Unless expressly agreed otherwise in writing, Other Services shall be carried out remotely.
6. PAYMENT
   • Fees. Customer agrees to pay Company the fees and other charges set forth in the Order (the “Fees“).
   • Fee Increases. 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: (a) all Fees are stated, and are to be paid, in US Dollars; (b) billing cycles for the Subscription are on a monthly basis; (c) Company shall be entitled to invoice Customer for Fees in advance at the commencement of each billing cycle (except for Fees for overages, which are charged in arrears), and Customer shall pay each invoice within ten (10) days of receipt of invoice; (c) all payments and payment obligations under this Agreement are non-refundable, and are without any right of set-off or cancellation; and (d) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month or the highest amount permitted by applicable Law.

    

   • Payment Dispute. 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. 
   • Taxes. 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.
   • Payment Processing. 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.
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7. CUSTOMER CONTENT
   • Ownership. As between the Parties, Customer is the exclusive owner of all Customer Content.
   • Location of 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
   • No Sensitive Data. 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 (i) categories of data enumerated in Article 9(1) of the European Union’s General Data Protection Regulation (Regulation 2016/679, aka the GDPR) or any successor law; (ii) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS“); (iii) Nonpublic Personal Information (NPI) (as defined by the Gramm-Leach-Bliley Act and its implementing rules and regulations) or Personal Health Information (PHI) data (as defined by the Health Insurance Portability and Accountability Act and its implementing rules and regulations); or (iv) any data similar to the foregoing that is protected under foreign or domestic laws.
   • Responsibility for Customer Content. 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 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: (a) no processing of Customer Content under this Agreement (whether by Company, its Affiliates, or if applicable the Hosting Provider) will violate any Law, proprietary right, or privacy right; and (b) it has obtained and will maintain all required consents and licenses, and will maintain all ongoing legal bases under relevant privacy Laws (if applicable), necessary to provide, make available, and otherwise expose Customer Content to Company, its Affiliates, and the Hosting Provider (if applicable).
   • License to Customer Content. 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).
   • Privacy Policy. 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.
   • US Privacy Addendum. 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. 
   • GDPR DPA. 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.
8. COMPANY INTELLECTUAL PROPERTY
   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: (a) the Service (and all underlying Intellectual Property); (b) Other Services; (c) the Service Content; (d) Company’s Confidential Information; (e) any feedback, suggestions, or ideas for or about the Service or Service Content (collectively, “Feedback“); (f) Usage Statistics; and (g) any improvements, derivative works, enhancements, and/or modifications of/to any of the foregoing, as well as any other Intellectual Property conceived, authored, or otherwise developed pursuant to this Agreement, in each case regardless of inventorship or authorship. 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.

9. CONFIDENTIALITY
   Each Party (as “Receiving Party”) will: (a) protect the Confidential Information (defined below) of the other Party (the “Disclosing Party“) that the Receiving Party receives, using the same degree of care that Receiving Party uses to protect its own Confidential Information of like kind (but not less than reasonable care); (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of Receiving Party and its Affiliates’ employees, contractors, and professional advisors (such as lawyers and accountants) who need that access for purposes consistent with this Agreement and who are bound by obligations of confidentiality to the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. 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: (a) was rightfully in Receiving Party’s possession or known to it (on a non-confidential basis) prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party.
10. DISCLAIMERS 
    • 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. 
11. LIMITATION OF LIABILITY 
    • 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: 
    1. ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; 
    2. ANY LOSS OF PROFITS, BUSINESS, OPPORTUNITY, REVENUE, CONTRACTS, ANTICIPATED SAVINGS, OR WASTED EXPENDITURE;
    3. ANY LOSS OF, OR DAMAGE OR INTERRUPTION TO, DATA, NETWORKS, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL; AND/OR
    4. THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES. 
    • 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.
12. INDEMNIFICATION
    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 a Party (“Indemnitee“) that directly arises from the other Party’s (“Indemnifying Party“) actual or alleged infringement, misappropriation, or violation of any third party Intellectual Property Rights or privacy rights and/or breach of its representations and warranties hereunder of (a “Claim“), the Indemnifying Party shall: (a) at its own expense, defend the Indemnitee against the Claim); and (b) indemnify and hold harmless the Indemnitee for any amount finally awarded against or imposed upon Customer by the court (or otherwise agreed in settlement) under the Claim.

    As a condition to indemnification under this Section (Indemnification), the Indemnitee agrees: (A) to provide the Indemnifying Party with prompt written notice of 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 Indemnitee’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 Indemnitee may participate in the defense of the Claim at its own cost and expense.

13. TERM AND TERMINATION 
    • Term of Agreement. This Agreement commences on the Effective Date and, unless terminated in accordance herewith, shall continue for the duration of the Subscription Term (defined below).
    • Renewals. 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. 
    • Termination. This Agreement may be terminated as follows:
    1. In accordance with any termination rights specified the Order; 
    2. Either Party may terminate this Agreement for cause upon written notice if the other Party commits a material breach under this Agreement, and fails to cure such breach within thirty (30) days after receiving written notice from the other Party alleging the breach. The foregoing 30-day cure period shall: (i) not be required if the breach is not curable; and (ii) be reduced to ten (10) days if the material breach in question is non-payment by Customer; 
    3. Either Party may terminate this Agreement upon written notice to the other Party upon the occurrence of any of the following events in respect of such other Party: (i) a receiver is appointed for the other Party or its property, which appointment is not dismissed within sixty (60) days; (ii) the other Party makes a general assignment for the benefit of its creditors; (iii) the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief Law, which proceedings are not dismissed within sixty (60) days; or (iv) the other Party is liquidating, dissolving or ceasing normal business operations; and/or
    4. Company may terminate this Agreement convenience upon thirty (30) days’ prior written notice to Customer. In case of such termination for convenience by Company, Customer shall be entitled to receive a pro-rated refund of any pre-paid and unutilized Fees under the Order based on the remaining period of the then-current Subscription Term. 
    • Suspension. 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.
    • Effect of Termination. 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 effective 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. 
    • Survival. 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.
14. MISCELLANEOUS
    • Entire Agreement. 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.
    • Amendment. This Agreement may only be modified or supplemented by a written instrument referencing this Agreement, which is duly signed by each Party.
    • Messages. If the Service enables 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 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 consent prior to sending the Message; and (b) agrees to (and hereby does) hold Company harmless, and expressly release Company, from any and all responsibility or liability arising from Messages Customer sends or receives.
    • Third Party Content. 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.
    • Third Party Software. 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. 
    • Assignment. 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. 
    • Governing Law; Jurisdiction. 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. 
    • Severability. 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.
    • Publicity. Company may use Customer’s name and logo on Company’s website and in its promotional materials to state that Customer is a customer. 
    • Waiver and Remedies. 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.
    • Supplemental Terms. 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.
    • No Third Party Beneficiaries. 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.
    • Relationship. 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, 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.
    • Force Majeure.  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. 
    • Notices. 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). 
    • Export Compliance. 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.
    • Customer Resources. 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.
    • Expense. 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).
    • Government Users. 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. 
    • Subpoenas. 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.