Fadel Partners, Inc. and our affiliates (collectively, “FADEL” or “we,” “us” or “our”) are pleased to provide you with our suite of Rights Cloud solutions that automate the rights clearance process in real time. In addition to the Additional Terms, your use of the FADEL Rights Cloud Community Edition (the “Services”) is subject to the terms and conditions below (these “TOS”).

If you will be using the Services on behalf of an organization, you agree to these TOS on behalf of that organization, and you represent and warrant that you have the authority to do so. In such case, “you” and “your” will refer to that organization (the “Customer”).

Please read these TOS carefully before accessing or using FADEL’s Services. By accessing or using any part of the Services, you agree to become bound by the terms and conditions of these TOS, our Acceptable Use Policy and our Privacy Policy. If you do not agree to all of the terms and conditions in these TOS, you may not access or use the Services.

We reserve the right, without advance notice, to modify these TOS. If you do not agree to abide by these (or later versions of our) TOS, please do not use or access (or continue to use or access) the Services.

Our Services are not directed to children younger than 13, and access and use of our Services is only offered to users 13 years of age or older. If you are under 13 years old, please do not register to use our Services. Any person who registers as a user or provides their personal information to our Services represents that they are 13 years of age or older.

Use of our Services requires a FADEL account. You agree to provide us with complete and accurate information when you register for an account. Customers will be solely responsible and liable for any activity that occurs under your Customer’s Account and username, and under the accounts and usernames of Customer’s End Users. Customer and End Users are responsible for keeping their passwords secure.

PLEASE CAREFULLY REVIEW THESE TERMS OF SERVICE. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, OBLIGATIONS AND REMEDIES, AND ALSO INCLUDE CERTAIN LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

Services

Facilities and Data Transfer

All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where FADEL stores and processes its own information of a similar type. Although FADEL has implemented, at a minimum, industry standard systems and procedures to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data and protect against unauthorized access to or use of Customer Data, FADEL assumes no responsibility or liability for any Customer Data stored as part of the Services. As part of providing the Services, FADEL may transfer, store and process Customer Data in the United States or any other country in which FADEL or its agents maintain facilities. By using the Services, Customer consents to this transfer, processing and storage of Customer Data.

Modifications to the Services

FADEL shall have the right to change, upgrade, suspend or discontinue any aspect of the Services on one or more occasions, without notice.

Modifications to these TOS and Additional Terms

FADEL is constantly updating its Services, which may result in the need to change the legal terms under which the Services are offered. FADEL may make modifications to these TOS or any of the Additional Terms on one or more occasions by posting the new agreement or policy at the location of the previously applicable agreement or policy.

Customer Validation

If Customer does not meet the criteria for usage or account provisioning as determined by FADEL in its sole discretion, or upon FADEL’s election for any or no reason, FADEL shall have no obligation to provide Customer with the Services and may terminate them at any time without notice.

Ads

Customer agrees that FADEL may serve Ads in connection with the Services.

Service Level Agreement

Customer acknowledges that there is no guarantee of uptime or availability of the system and that FADEL may terminate the Services at any time with or without notice to Customer and without liability.

Use of Customer Data

Unless it receives Customer’s prior written consent, FADEL: (a) shall not access, process, or otherwise use Customer Data other than as necessary to facilitate the Services; and (b) shall not intentionally grant any third party access to Customer Data, including without limitation FADEL’s other customers, except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, FADEL may disclose Customer Data as required by applicable law or by proper legal or governmental authority. FADEL shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense. FADEL further agrees that it will not use Customer Data for the specific purpose of soliciting a direct or indirect sales relationship between FADEL and such Customer or End Users with respect to the Services. Notwithstanding the foregoing, FADEL shall not be prohibited from contacting or soliciting those Customers or End Users (a) with whom FADEL already has a direct relationship, (b) who contact FADEL of their own accord, or (c) who are developed by FADEL as prospective customers independent of these TOS and without use of Customer Data that is confidential and/or proprietary that is marked confidential or would normally under the circumstances be considered confidential information.

Aggregated and Anonymized Data

Notwithstanding the provisions above of these TOS, FADEL may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. (“Aggregate Data” refers to Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its End Users or other users.)

Customer Obligations

Compliance

FADEL may make new applications, features or functionality for the Services available from time to time, the use of which may be contingent upon Customer’s agreement to additional terms. Customer may also be presented with additional policies or guidelines at the time Customer registers or accesses any other FADEL services. The terms, policies, and guidelines are collectively referred to herein as the “Additional Terms,” and include without limitation these TOS, the Acceptable Use Policy and Privacy Policy. Except where the context requires otherwise, any reference to the Additional Terms in whole or in part shall refer to the then-current versions of the same. Customer and End Users shall use the Services in accordance with these TOS and the Additional Terms.

Customer Administration of the Services

Customer may specify one or more Administrators through the Admin Console who will have the rights to access Admin Accounts and to administer the End User Accounts. Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Accounts; (b) designating those individuals who are authorized to access the Admin Accounts; and (c) ensuring that all activities that occur in connection with the Admin Accounts comply with the TOS and the Additional Terms, as applicable. Customer agrees that FADEL’s responsibilities do not extend to the internal management or administration of the Services for Customer and that FADEL is merely a data-processor. Customer agrees that End Users may add or purchase third-party applications (subject to separate terms and conditions) from the FADEL Apps Marketplace for use in their specific End User Accounts.

End User Consent

Customer’s Administrators may have the ability to access, monitor, use, or disclose data available to End Users within the End User Accounts. Customer will obtain and maintain all required consents from End Users to allow: (i) Customer’s access, monitoring, use and disclosure of this data and FADEL providing Customer with the ability to do so and (ii) FADEL to provide and monitor the usage of the Services, which Customer acknowledges and agrees shall not be deemed a breach of FADEL’s obligations with respect to Customer Data hereunder.

Unauthorized Use

Customer will use commercially reasonable efforts to prevent unauthorized use of the Services and to terminate any unauthorized use. Customer will promptly notify FADEL of any unauthorized use of, or access to, the Services of which it becomes aware.

Restrictions on Use

Unless FADEL specifically agrees in writing, Customer will not, and will use commercially reasonable efforts to make sure a third party does not: (a) sell, resell, lease, or the functional equivalent thereof, the Services to a third party (unless expressly authorized in these TOS); (b) attempt to reverse engineer the Services or any component; (c) attempt to create a substitute or similar service through use of, or access to, the Services; or (d) use the Services to store or transfer any Customer Data that is controlled for export under Export Control Laws. Customer is solely responsible for any applicable compliance with the Health Insurance Portability and Accountability Act of 1996, as may be amended from time to time, and any regulations issued thereunder.

Third Party Requests

Customer is responsible for responding to Third Party Requests. FADEL will, to the extent allowed by law and by the terms of the Third Party Request and at Customer’s expense: (a) promptly notify Customer of its receipt of a Third Party Request; (b) comply with Customer’s reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide Customer with the information or tools required for Customer to respond to the Third Party Request. Customer will first seek to obtain the information required to respond to the Third Party Request on its own, and will contact FADEL only if it cannot reasonably obtain such information.

Usage Policies and Limits

Customer is allowed: 1 End User Account, 100MB of total storage, 6MB of storage per attachment, use of the APIs in accordance with the API Policy, the ability to process up to 10 clearances per hour of collections of up to 20 assets, and use up to 3 Additional Information fields. Customer shall comply with any additional or modified usage policies and limits concerning use of the Service that FADEL may apply at any time.

End Users

Customer agrees that End Users shall comply with these TOS and the Additional Terms, and further acknowledges and agrees that Customer shall be liable for any End User noncompliance.

User Liability and Access

Customer shall be jointly and severally liable to FADEL for (a) Customer’s End Users’ compliance with the TOS and Additional Terms; and (b) any use of the Services through Customer’s account, whether authorized or unauthorized. Customer shall take reasonable steps to prevent unauthorized access to the Services, including without limitation by protecting its passwords and other log-in information. Customer shall notify FADEL immediately of any known or suspected unauthorized use of the Services or breach of its security and shall use best efforts to stop said breach.

Fees

The Service is provided at no charge to Customer provided that Customer agrees that FADEL may (a) offer optional services to Customer or its End Users for a fee or (b) offer a premium version of the Service for a fee.

Technical Support Services

Customer is responsible for responding to any questions and complaints by End Users or other third parties relating to Customer or its End Users’ use of the Services.

Suspension

End User Accounts

If FADEL becomes aware of an End User’s violation of these TOS, or any of the Additional Terms, FADEL may specifically request that Customer Suspend the applicable End User Account. If Customer fails to comply with FADEL’s request to Suspend an End User Account in the timeframe and as otherwise directed by FADEL, then FADEL may do so without liability. The duration of any Suspension by FADEL will be until the applicable End User has cured the breach which caused the Suspension or an amount of time subject to FADEL’s discretion.

Emergency Security Issues

Notwithstanding the foregoing, if there is an Emergency Security Issue, then FADEL may automatically Suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent, mitigate or terminate the Emergency Security Issue.

Digital Millennium Copyright Act Notice and Repeat Infringers

DMCA

If Customer or End User believes that anything on FADEL’s website or Services infringes any copyright that Customer or End User owns or controls, such party can file notification of infringement with FADEL’s designated agent via the following contact information:

Name of designated agent: Legal Department

Full address to which notification should be sent: 22 Elm Place, Suite 400, Rye, NY 10580

Telephone number of designated agent: 646-736-6083

Fax number of designated agent: 646-417-7555

For the requirements of proper notification under the Digital Millennium Copyright Act (“DMCA”), please see 17 U.S.C. §512(c)(3). FADEL responds expeditiously to notices of claimed copyright infringement.

Termination for Infringement

FADEL has (in accordance with the DMCA and other applicable law), adopted a policy to terminate as appropriate and at FADEL’s discretion accounts deemed to be “repeat infringers.” FADEL may also terminate the account of or access by any Customer or End User who infringes any intellectual property rights (whether FADEL’s or others), regardless of whether or not there is repeat infringement.

Confidential Information

Obligations

Customer shall: (a) protect FADEL’s Confidential Information with commercially reasonable standards; and (b) not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Customer (and any Affiliates, employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under these TOS, while using reasonable care to protect it. Customer is liable for any actions of its Affiliates, employees and agents (including its End Users and Administrators) in violation of this Section.

Exceptions

Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.

Required Disclosure

Customer may disclose FADEL’s Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify Customer; and (b) gives Customer the chance to challenge the disclosure.

Intellectual Property Rights; Brand Features

Intellectual Property Rights

Except as expressly set forth herein, these TOS do not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and FADEL owns all Intellectual Property Rights in the Services.

Publicity

Customer agrees that FADEL may include Customer’s name or Brand Features in a list of users of the Services, online or in promotional materials. Customer also agrees that FADEL may verbally reference Customer as a user of the Services that are the subject of these TOS. This Section is subject to the Brand Features Limitation section below.

Display of Brand Features

FADEL may display FADEL Brand Features on the Service Pages to indicate that the Services are provided by FADEL. Neither party may display or use the other party’s Brand Features beyond what is allowed in these TOS without the other party’s prior written consent.

Brand Features Limitation

Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party’s right to use its Brand Features pursuant to these TOS with written notice to the other and a reasonable period to stop the use.

Termination

By Customer

Customer may discontinue use of the Service at any time for any reason and without notice to FADEL. If Customer wishes to terminate its account or an End User Account, it may simply discontinue using the Services.

By FADEL

FADEL may terminate Customer’s or an End User’s access to all or any part of the Services or the Customer or End User Accounts at any time, with or without cause, with or without notice, effective immediately.

Effects of Expiration or Termination

Customer is responsible for maintaining, protecting, and making backups of Customer Data. To the extent permitted by applicable law, FADEL will not be liable for any failure to store, or for loss or corruption of, Customer Data. Customer is encouraged to frequently backup and archive Customer Data. FADEL may but is not obligated to provide Customer access to, and the ability to export, the Customer Data following the termination of an account or of Services, and it is FADEL’s standard practice following the same to delete Customer Data by removing pointers to it on FADEL’s active servers and overwriting it over time. The termination of these TOS and/or the Services will result in the automatic cancellation of all associated accounts (e.g., End User Accounts, Admin Accounts, etc.). All provisions of these TOS which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Representations and Warranties; Indemnification

Additional Representations and Warranties

Customer represents that it has full power and authority to enter into these TOS, and that Customer and its End Users shall comply with all laws and regulations applicable to the use of the Services (including applicable security breach notification laws).

Indemnification Obligations

Customer agrees to indemnify, defend, and hold FADEL, its affiliates, officers, agents, employees, advertisers, partners, and licensors harmless from and against any and all Claims arising out of or related to any direct or third party claims relating to (i) Customer’s use of the Services (including any actions or inactions taken under Customer’s account); (ii) an End User’s use of the Services; (iii) any improper or illegal use of Customer’s account, an Admin Account or End User Account, including improper or illegal use by Customer, an Administrator, an End User, or a third party; (iv) Customer Data, Customer Domain Names, or Customer Brand Features; or (v) any breach or violation of these TOS or the Additional Terms by Customer or an End User.

As used in this Section, “Claims” includes any and all claims, liabilities, damages (actual and consequential), losses and expenses (including settlement costs and reasonable attorneys’ fees).

General

In the event of such a claim, FADEL will endeavor to provide Customer with prompt notice of the same; provided, however, that any failure to deliver notice promptly will not eliminate or reduce Customer’s indemnification obligations under these TOS. Customer has full control and authority over the defense, except that: (a) any settlement requiring the indemnified party to admit liability or to pay any money will require that party’s prior written consent; and (b) the indemnified party may join in the defense or assume the exclusive control of the defense with its own counsel at its own expense.

Disclaimers and Limitation of Liability

Warranty Disclaimers

CUSTOMER ACCEPTS THE SERVICES “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) FADEL HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR END USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (B) FADEL DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL PERFORM WITHOUT INTERRUPTION OR ERROR; (C) FADEL DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE; (D) FADEL ASSUMES NO RESPONSIBILITY FOR THE USE OF THE SERVICES; (E) FADEL AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICE; AND (F) FADEL MAKES NO REPRESENTATION OR WARRANTY THAT FADEL WILL ISSUE UPDATES OR ENHANCEMENTS TO THE SERVICE.

Limitation of Liability

CUSTOMER AGREES THAT FADEL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OR CORRUPTION OF DATA, LOSS OF REVENUES, PROFITS, GOODWILL OR ANTICIPATED SALES OR SAVINGS, PROCUREMENT OF SUBSTITUTE SERVICES, OR INTERRUPTION TO BUSINESS OR WASTED ADMINISTRATIVE TIME. THESE EXCLUSIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY, OR WHETHER RELATED TO CUSTOMER’S OR END USER’S USE OR INABILITY TO USE THE SERVICES, OR OTHERWISE. THESE EXCLUSIONS APPLY EVEN IF FADEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT ALLOWED BY LAW, THE MAXIMUM LIABILITY OF FADEL (WHICH INCLUDES, COLLECTIVELY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIES AND LICENSORS) SHALL NOT EXCEED $1.00. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE CLAIMS ARE CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. THIS LIMITATION OF LIABILITY FOR SERVICES IS IN THE AGGREGATE AND NOT PER INCIDENT.

Clarification, Exclusions and Limitations

FOR THE AVOIDANCE OF DOUBT, FADEL’S LIABILITY LIMITS AND OTHER RIGHTS SET FORTH IN THIS DISCLAIMERS AND LIMITATION OF LIABILITY SECTION APPLY LIKEWISE TO CUSTOMER’S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS AND LICENSORS. NOTHING IN THESE TOS (INCLUDING THE LIMITATION OF LIABILITY PROVISIONS) IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN CUSTOMER’S JURISDICTION (IF ANY) WILL APPLY TO CUSTOMER, AND FADEL’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF THE EXCLUSION OF IMPLIED WARRANTIES IS DISALLOWED, THEN, TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO TEN (10) DAYS FROM THE COMMENCEMENT OF THE LICENSE TERM.

Miscellaneous

Notices

Any notice by FADEL to Customer will be deemed effective upon sending an email to the Notification Email Address.

Assignment

Customer may not assign or otherwise transfer its rights or delegate its obligations under these TOS without the prior written consent of FADEL. If assignment or transfer is approved by FADEL, the same may be conditioned on the following: (a) the assignee agrees in writing to be bound by the terms of the then-current TOS; and (b) the assigning party remains liable for obligations incurred under the TOS prior to the assignment. Any other attempt to transfer or assignment is void. For the purposes of this Section, a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction) is considered an assignment or transfer.

Force Majeure

Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

No Waiver

The failure to require performance of any provision of these TOS shall not affect a party’s right to require performance at any time thereafter; nor shall waiver of a breach of any provision constitute a waiver of the provision itself.

Severability

If any provision of these TOS is found void or unenforceable, it shall be replaced to the extent possible with a provision that comes closest to the meaning of the original provision. The unenforceability of any provision, however, shall not affect the validity of the balance of the TOS, which shall remain valid and enforceable according to its terms.

No Agency; No Third Party Beneficiaries

The parties are independent contractors, and these TOS do not create an agency, partnership or joint venture. Except as otherwise expressly set forth herein, there are no third-party beneficiaries to these TOS.

Governing Law; Equitable Relief

These TOS are governed by and construed in accordance with the laws of the State of New York and the federal U.S. laws applicable therein, excluding its choice of law provisions, and Customer and FADEL agree to submit to the personal and exclusive jurisdiction of the courts located in New York City, New York. Nothing in these TOS will limit either party’s ability to seek equitable relief.

Interpretation of Conflicting Terms

Except as otherwise expressly set forth in these TOS, if there is a conflict between a term in these TOS and the Additional Terms, the foregoing will control in the following order: these TOS, and the Additional Terms.

Definitions

• “Acceptable Use Policy” or “AUP” means the Acceptable Use Policy for the Services.
• “Admin Accounts” means the one or more administrative accounts provided to Customer by FADEL for the purpose of administering the End User Accounts of Customer’s End Users. The use of an Admin Account requires a password, which FADEL may provide to Customer.
• “Admin Console” means the online tool Customer may use to access management, reporting and certain other administration functions.
• “Administrators” mean the Customer-designated technical personnel who administer the Services to End Users on Customer’s behalf.
• “Ads” means online advertisements displayed by FADEL to End Users.
• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• “API Policy” means the API Policy for the Services.
• “Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
• “Confidential Information” means information disclosed by FADEL to Customer (or Customer’s End User) under these TOS that is marked as confidential, or would normally be considered confidential under the circumstances, and further includes the source and object code of the software underlying the Service (the “Software”).
• “Customer Data” means data, including email, provided, generated, transmitted or displayed via the Services by Customer or End Users, and includes data in electronic form input or collected through the Services by or from Customer or End Users, including without limitation by End Users and other users.
• “Emergency Security Issue” means either: (a) Customer’s or an End User’s use of the Services in violation of these TOS or any Additional Terms which could (i) disrupt the Services or other customers’ use of the Services; (ii) negatively impact the FADEL network or servers used to provide the Services; or (iii) give rise to liability or negatively impact FADEL, as determined by FADEL in its sole discretion, or (b) unauthorized third party access to the Services, or (c) infringe or misappropriate the Intellectual Property Rights of any person.
• “End Users” means a FADEL-hosted account established by and provided to Customer’s End Users by Customer through the Service for the purpose of enabling such End Users to use the Services. The term “End User” also includes Customer’s Administrators.
• “End User Account” means a FADEL-hosted account established by Customer through the Services for use of the Services by Customer’s End Users. For the purposes of expressing Customer’s liability and obligations with respect to a user, “End User” also includes any company or individual who uses the Services on Customer’s behalf or through Customer’s account or an End User’s Account or passwords, whether authorized or not.
• “Export Control Laws” means all applicable export and reexport control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the Department of State.
•  “Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.
•  “Notification Email Address” means the email address designated by Customer to receive email notifications from FADEL. Customer may change this email address through the Admin Console.
• “Privacy Policy” means FADEL’s Privacy Policy.
• “SDN List” is the US Treasury Department’s List of Specially Designated Nationals.
• “Service Pages” mean the web pages displaying the Services.
• “Services” has the meaning set forth in the first paragraph of these TOS. The Rights Cloud editions are more fully described here.
• “Support Portal” means FADEL’s Community Portal which, among other things, may be used by FADEL to disseminate information regarding Service feature and function revisions and provide notifications as to updates to these TOS or the Additional Terms.
• “Suspend” means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.
• “Third Party Request” means a request from a third party for records relating to an End User’s use of the Services. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure.

FADEL is a registered trademark of Fadel Partners, Inc.

Rights Cloud is a trademark of Fadel Partners, Inc.

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