Terms of Service

These fcontext.com Terms of Service (these "Terms"), including any Order Form(s) and all referenced policies, pages, and other agreements incorporated herein by reference (collectively, this "Agreement") form a legal agreement between fcontext.com ("fcontext") and the person or entity on whose behalf a fcontext account is created ("Customer") and governs Customer's access to and use of the Services (as defined below). By creating an account and using the Services labeled for business, enterprise, or commercial use or by executing an Order Form that references these Terms, Customer expressly agrees to these Terms and to be bound by all of the terms and conditions of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to commit the entity to this Agreement and the term "Customer" or "you" will refer to that entity. If you do not have this authority, are under the age of 18 or if you do not agree with this Agreement, you must not accept these Terms and you may not access or use the Services.

1. Definitions

Unless otherwise defined in this Agreement, the capitalized terms used herein are defined in this Section 1.

2. Services

2.1 fcontext Services Access Grant

Subject to the terms and conditions of this Agreement, including any Order Forms, fcontext grants to Customer a worldwide, royalty-free, revocable, non-exclusive, non-transferable, non-assignable (except as provided herein), and limited right to access and use the Services solely for Customer's internal purposes. Notwithstanding the foregoing, Customer may use the Services to provide commercial services only if Customer has a valid, written commercial license with fcontext that expressly authorizes such use (a "Commercial License"), and any such commercial use must comply with the Commercial License and this Agreement.

2.2 Information Access Grant

Subject to the terms and conditions of this Agreement, including any Order Forms and any Third-Party Agreements, fcontext grants to Customer a worldwide, royalty-free, revocable, non-exclusive, non-transferable, non-assignable (except as provided herein), and limited right to access, receive, process, transmit, store, and use the Information available via the Services solely for its use in websites or software applications owned or licensed by Customer.

2.3 Support Services

fcontext will provide customer support services, as available, via email during its normal business hours (typically 9:00am – 5:00pm Eastern Time, Monday through Friday, excluding holidays).

3. Grant of Information Access Authorization

Subject to the terms and conditions of this Agreement, fcontext.com grants Customer during the Term a limited, non-exclusive, non-transferable, non-sublicensable license to access, use, and display the Information solely for Customer's internal business purposes and in accordance with the terms of this Agreement, any applicable Order Forms, and any applicable Third-Party Provider agreements. Customer acknowledges that the Information may be subject to additional terms and conditions imposed by Third-Party Providers.

3.1 Support Services

fcontext.com will provide Customer with reasonable technical support for the Services during normal business hours. Support may include assistance with account setup, API integration, and troubleshooting technical issues.

3.2 Third-Party Providers

The Services may include data, content, or functionality provided by Third-Party Providers. Customer's use of such third-party content may be subject to additional terms and conditions imposed by such Third-Party Providers. Customer agrees to comply with all applicable Third-Party Provider terms and acknowledges that fcontext.com makes no representations or warranties regarding Third-Party Provider content.

3.3 Account Management

In order to access the Services, fcontext.com will provide Customer with a fcontext.com account. Customer and its Authorized Users are, respectively, fully responsible for all activities performed on or through their account. Customer agrees that Customer will, and will inform each Authorized User that it shall, to the best of its knowledge and ability: (a) provide true, accurate, current, and complete information as prompted by the account registration form, (b) maintain and promptly update the Registration Data to ensure the information is always true, accurate, current, and complete, (c) promptly inform fcontext.com of any confirmed or reasonably suspected unauthorized use of an account or any other breach of security, and (d) endeavor to exit from the account at the end of each work session. Customer acknowledges and agrees that Customer will be responsible for any liability arising from unauthorized access, disclosure, sharing, or use of Customer's or its Authorized Users' account or API Credentials. Customer must prevent any credential compromise and ensure that its account and API Credentials are not used by anyone other than Customer or its Authorized Users.

4. Ownership Rights

4.1 fcontext.com Intellectual Property

Subject to the limited rights expressly granted hereunder, fcontext.com, its Affiliates, and its Third-Party Providers and other licensors reserve all of their right, title, and interest in and to the Services and Information, including all of their related Intellectual Property Rights. This Agreement is not a sale, and no rights are granted to Customer hereunder other than as expressly set forth herein.

4.2 Customer Intellectual Property

Except as set forth herein, this Agreement does not give fcontext.com any rights of ownership in, or related to, any Intellectual Property Rights owned by Customer. Unless otherwise specified in a Third-Party Agreement and subject to fcontext.com's Intellectual Property Rights in the Services, Customer will own all rights in and to any data produced by Customer from Customer's use of the Information in accordance with the terms of this Agreement and any Third-Party Agreements.

4.3 Use Information, Feedback, and De-Identified Data

Customer hereby acknowledges and agrees that fcontext.com has a perpetual and irrevocable right to use and evaluate all Use Information for fcontext.com's own purposes without accounting or compensation to Customer. Customer may provide Feedback to fcontext.com relating to fcontext.com's software, the Services, or business operations. To the extent Customer provides Feedback to fcontext.com, Customer grants fcontext.com a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate any such Feedback into its software, the Services, or its business operations. Customer acknowledges and agrees that fcontext.com may compile data that is aggregated, de-identified, or not otherwise reasonably associated or linked to Customer from all or part of the Use Information for the purposes of improving the Services, for evaluating platform wide trends, for product development and marketing, and for optimizing the performance or metrics of the Service.

5. Confidentiality

5.1 Confidential Information

The Disclosing Party may disclose to the Receiving Party certain Confidential Information. The Disclosing Party agrees that these confidentiality obligations and restrictions on use will not apply to any information that the Receiving Party can document: (a) is or becomes generally available to the public through no action or inaction of the Receiving Party; (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of or reference to any Confidential Information of the Disclosing Party.

5.2 Protection of Confidential Information

The Receiving Party will take at least those measures that it takes to protect its own confidential information, but never less than a standard of reasonable care. The Receiving Party agrees: (a) not to use any Confidential Information of the Disclosing Party for any purpose except to perform its obligations or to exercise its rights under this Agreement and (b) not to disclose any Confidential Information of the Disclosing Party to third parties, except to the Receiving Party's Personnel who have a legitimate need to know such Confidential Information in order to perform work in connection with this Agreement and who are subject to written confidentiality obligations at least as protective as those in this Agreement.

5.3 Return of Confidential Information

Promptly following the earlier of (a) the expiration or termination of this Agreement or (b) the request of the Disclosing Party, the Receiving Party will return to the Disclosing Party, or, at the Disclosing Party's option, destroy all Confidential Information of the Disclosing Party that are in written, electronic, or other tangible form, including all copies of such Confidential Information.

5.4 Redundancy

Notwithstanding the foregoing, the Receiving Party may retain Confidential Information (a) contained in electronic archives and backups made in the ordinary course of business; (b) that such Party is required by law to maintain; or (c) that such Party reasonably determines is necessary to demonstrate compliance with this Agreement or any applicable laws or regulations; provided that all such Confidential Information retained will remain subject to the protections set forth herein.

5.5 Injunctive Relief

If the Receiving Party discloses (or threatens to disclose) any Confidential Information of the Disclosing Party in breach of this Section 5, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being acknowledged by the Parties that any other available remedies may be inadequate.

6. Customer Obligations

6.1 Customer Use Restrictions

Except as permitted under this Agreement or as licensed by a Third-Party Provider, Customer will not and will not permit or encourage anyone else to:

• violate the integrity of the Services, including attempting to bypass, exploit, defeat, or disable limitations or restrictions placed on the Services;
• use the Services to transmit or store infringing, obscene, threatening, libelous, or otherwise unlawful, harmful, inappropriate, or tortious material;
• misrepresent, or in any other way falsely identify, Customer's identity or affiliation;
• violate the terms of any Third-Party Agreements or violate applicable laws, rules, regulations, or governmental orders;
• use, redistribute, reverse assemble, reverse compile, copy, modify, display, disseminate, sublicense, sell, publish, reproduce, resell, transfer, or otherwise make available any portion of the Information to anyone other than Customer, its Authorized Users, or its Edge Users;
• access the Services if Customer is a direct competitor of fcontext.com, use the Information to infringe on or compete with the Services;
• use the Services to defame, abuse, or otherwise violate or infringe the legal rights of others or fcontext.com;
• copy, modify, disassemble, reproduce, republish, license, sublicense, sell, resell, transfer, assign, distribute, or create derivative works of the Services;
• disassemble, decompile, reverse engineer or attempt to reverse engineer the Services;
• use the Information to create derivative works based on the Information unless licensed to do so;
• modify, remove, or obstruct any proprietary rights statement or notice contained in the Services or the Information;
• provide fcontext.com with any Edge User Personal Data.

Customer is responsible for any breach of this Agreement by its Authorized Users and its Edge Users (if any). Customer agrees that it will promptly notify fcontext.com of any violation or suspected violation of this Agreement.

6.2 Monitoring Customer's Use of the Services

fcontext.com has no obligation to Customer to monitor Customer's use of the Services; however, fcontext.com reserves the right, upon suspicion of material non-compliance with the terms of this Agreement, to monitor such use, and to review, retain, and disclose any information as necessary to ensure compliance with the terms of this Agreement.

6.3 Suspension of Services for Compliance and Security

Without limiting any other suspension rights that fcontext.com may have, fcontext.com may immediately suspend providing any or all Services to Customer or its Authorized Users, if: (a) fcontext.com reasonably believes that further provision of the Services would be in contravention of any applicable laws, rules, regulations, or any Third-Party Provider Agreements; (b) a Third-Party Provider requires or directs fcontext.com to do so; (c) Customer breaches this Agreement or any other agreement between the Parties; (d) Customer or its Authorized Users breach any use restrictions; or (e) fcontext.com believes that Customer's use of the Services is or may be harmful to fcontext.com or any third party, degrades the security, stability, or reliability of the Services, or is or may be unlawful.

7. Payment Obligations

7.1 Fees

Customer will pay all Fees as specified in the applicable Order Forms. All Fees paid and expenses reimbursed under this Agreement will be in US Dollars. Except as specified herein, payment obligations are non-cancelable and fees paid are non-refundable. The Fees shall not be subject to any setoff, recoupment, counterclaim, deduction, debit, or withholding, for any reason (other than any deduction or withholding of tax, as may be required by applicable law). Unless otherwise agreed to by the Parties or as set forth on an Order Form, all Fees for any Subscription Renewal Terms will be fcontext.com's then-current Fees for the applicable Services.

7.2 Invoicing and Payment

Customer will provide fcontext.com with valid and updated credit card information, or with a valid alternative payment method reasonably acceptable to fcontext.com. If Customer provides credit card information to fcontext.com, Customer authorizes fcontext.com to charge such credit card for all Fees listed in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, fcontext.com will invoice Customer in accordance with the relevant Order Form, and fcontext.com may assess Customer a five percent (5%) administrative fee. Customer is responsible for providing complete and accurate billing and contact information to fcontext.com and notifying fcontext.com of any changes to such information. Unless otherwise stated in the Order Form, Fees are due on the invoice date. fcontext.com may elect to charge interest in the amount of one and one-half percent (1.5%) per month (or the highest rate permitted by law, if less) on all late payments not reasonably in dispute.

7.3 Taxes

Customer is responsible for all taxes, duties, and other governmental charges (except income taxes on fcontext.com's net income) that may be imposed or become due in connection with Customer's use of the Services. If fcontext.com is required to pay any such taxes, duties, or charges, Customer will reimburse fcontext.com for such amounts.

8. Representations and Warranties; Disclaimer

8.1 Mutual Warranties

Each Party represents and warrants that: (a) it has the corporate power and authority to enter into this Agreement; (b) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the Party; (c) when executed and delivered by both Parties, this Agreement will constitute the valid and binding obligation of the Party enforceable in accordance with its terms; and (d) the execution, delivery and performance of this Agreement by the Party does not and will not violate any agreement to which it is a party or by which it is bound.

8.2 Disclaimer

DISCLAIMER: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND FCONTEXT.COM EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT FCONTEXT.COM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES FCONTEXT.COM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY CUSTOMER FROM FCONTEXT.COM OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

9. Indemnification

9.1 Customer Indemnification

Customer will defend, indemnify, and hold harmless fcontext.com and its affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) incurred by fcontext.com arising out of or in connection with: (a) any claim alleging that Customer Data infringes or misappropriates the rights of any third party; (b) any claim alleging that Customer's use of the Services in violation of this Agreement infringed or misappropriated the rights of any third party; (c) any claim alleging facts that would constitute a violation by Customer of its obligations under this Agreement; or (d) any claim arising from the breach of any of Customer's representations or warranties set forth in this Agreement.

9.2 fcontext.com Indemnification

fcontext.com will defend, indemnify, and hold harmless Customer against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) incurred by Customer arising out of or in connection with any claim by a third party alleging that the Services, when used as permitted hereunder, infringes or misappropriates such third party's intellectual property rights; provided that Customer promptly notifies fcontext.com in writing of the claim, cooperates with fcontext.com, and allows fcontext.com sole authority to control the defense and settlement of such claim.

9.3 Exclusive Remedy

THIS SECTION 9 STATES THE INDEMNIFYING PARTY'S SOLE LIABILITY TO, AND THE INDEMNIFIED PARTY'S EXCLUSIVE REMEDY AGAINST, THE OTHER PARTY FOR ANY TYPE OF CLAIM DESCRIBED IN THIS SECTION.

10. Limitation of Liability

10.1 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FCONTEXT.COM OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, EVEN IF FCONTEXT.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Maximum Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, FCONTEXT.COM AND ITS SUPPLIERS' MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT.

11. Term and Termination

11.1 Agreement Term

This Agreement starts on the Effective Date and remains in effect until terminated in accordance with this Agreement. The term of each Service commences on the applicable Service Commencement Date and continues for the Service Term set forth in the applicable Order Form.

11.2 Termination for Convenience

Either Party may terminate this Agreement for any reason by providing the other Party at least thirty (30) days prior written notice.

11.3 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party materially breaches this Agreement and such breach remains uncured for a period of thirty (30) days after the non-breaching Party provides written notice of the breach.

11.4 Effect of Termination

Upon any termination of this Agreement: (a) all rights granted to Customer will cease immediately; (b) Customer will immediately discontinue use of the Services; and (c) within thirty (30) days, each Party will return or destroy all Confidential Information of the other Party in its possession or control. Customer will pay in full for Services up to and including the last day on which the Services are provided.

12. Dispute Resolution

12.1 Informal Dispute Resolution

In the event of any controversy or claim arising out of or relating to this Agreement, the Parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both Parties. If the Parties do not reach settlement within a period of sixty (60) days, then either Party may pursue other available remedies.

12.2 Binding Arbitration

Any disputes will first be addressed through good faith consultation. If unsuccessful, outstanding issues will be submitted to final and binding arbitration in accordance with JAMS commercial arbitration rules. Arbitration proceedings will take place in English in New York, New York. EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY.

12.3 Jurisdiction

Any action or proceeding arising from or relating to this Agreement will be brought in the federal courts of the United States or the courts of the State of New York, and each Party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.

13. Legal Compliance

13.1 Compliance with Laws

In performing its obligations under this Agreement, each Party will comply with all applicable laws, regulations, and governmental orders.

13.2 Export Control

Customer acknowledges that the Services may be subject to export control laws and regulations. Customer will not export, re-export, or transfer the Services to any prohibited country, person, or entity without proper government authorization.

13.3 Data Protection

Each Party will comply with all applicable data protection and privacy laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), as applicable.

14. Miscellaneous

14.1 Publicity

fcontext.com may identify Customer as a user of the Services and may use Customer's name, logo, and other trademarks in fcontext.com's customer lists, press releases, and marketing materials.

14.2 Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

14.3 Notices

All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

14.4 Entire Agreement

This Agreement, including all referenced Order Forms and exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

14.5 Amendment and Modification

No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

14.6 Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

14.7 Assignment

Customer may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of fcontext.com. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the Customer of any of its obligations hereunder.