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.
“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.
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.
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 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.
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