FADEL Terms of Service

 Fadel Partners, Inc. and our Affiliates (collectively, “FADEL” or “we,” “us” or “our”) are pleased to provide you with our suite of solutions.

If you will be using the Services on behalf of an organization, you agree to these Terms of Service (“Terms of Service” or “Agreement”) 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”) (each, a “Party” and collectively, the “Parties”).

Please read this Agreement 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 this Agreement, and the then-current versions of the Acceptable Use Policy, Privacy Policy, Service Level Agreement, and TSS Guidelines (collectively, the “Additional Terms”). If you do not agree to all of the terms and conditions in this Agreement, you may not access or use the Services.

Services

Your use of the offerings listed on your Order Form or provided to you as part of our Affiliate Program (collectively the “Services”) are subject to the terms and conditions of this Agreement and the Additional Terms.

The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by FADEL. FADEL reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, FADEL grants to you a limited, nonexclusive, nontransferable right and license to use the Services.

Our Services are not directed to persons younger than 18, and access and use of our Services is only offered to users 18 years of age or older. If you are under 18 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 18 years of age or older.

Use of our Services requires an Account. You agree to provide us with complete and accurate information when you register for an Account. You will be solely responsible and liable for any activity that occurs under your Account, and under the Accounts of your End Users. You and your End Users are responsible for keeping their passwords and other Account information and credentials secure.

Service Delivery

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. 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. 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, you consent 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. If FADEL makes a change to the Services it deems material (as determined in FADEL’s sole discretion), FADEL will inform you via the Support Portal or sending notice to the Notification Email Address (provided that you have subscribed with FADEL to be informed about such change) at least fourteen (14) days before the changes are to take effect. If the change constitutes a material adverse change in the Services (as reasonably determined by you), you may notify FADEL by Written Notice (which, to be effective, must be received by FADEL prior to the effective date of the change) of your request to terminate the Services based upon your objection to the change, which such termination shall be effective prior to or on the date of the change. Your strict compliance with the preceding sentence will result in the termination of the Services on or before the effective date of the change and you will be granted a Release. You are encouraged to review any updates to the Services, which may be identified on the Support Portal.

Modifications to this Agreement 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 this Agreement or any of the Additional Terms on one or more occasions by posting the modifications, the new agreement or policy on the Support Portal. If FADEL makes a material change (as determined solely by FADEL in its reasonable discretion) to this Agreement or the Additional Terms, FADEL will inform you by either sending an email to the Notification Email Address or alerting you via the Support Portal at least fourteen (14) days before the changes are to take effect. If the material change will have a material adverse impact on you (as reasonably determined by you) and you do not agree to the change, you must notify FADEL by Written Notice (which, to be effective, must be received by FADEL prior to the effective date of the change) of your request to terminate the Services based upon your objection to the change, which such termination shall be effective prior to or on the date of the change. Your strict compliance with the preceding sentence will result in the termination of the Services on or before the effective date of the change and you will be granted a Release. By continuing to access or use the Services once the changes are effective and in the absence of providing FADEL with the notice of objection and termination as provided for in this Section, you acknowledge and agree that you and your End Users are bound by the updated terms and conditions. Any dispute arising prior to a change in terms will be governed by the terms in place when the dispute arose. You are obligated to inform your End Users of any updates to this Agreement and the Additional Terms prior to the effective date of change and to secure and enforce compliance in accordance with the terms herein. You and your End Users are responsible for regularly reviewing any updates to this Agreement and the Additional Terms.

Use of Customer Data

Unless we receive your prior written consent, we shall not: (a) access, process, or otherwise use Customer Data other than as necessary to facilitate the Services; and (b) grant any third party access to Customer Data. Notwithstanding the foregoing, we may disclose Customer Data as required by applicable law or by proper legal or governmental authority. You agree that we may use and maintain your data according to the Privacy Policy. You give FADEL permission to use your Customer Data in a non-identifiable and non-personal aggregated form.

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 your agreement to Additional Terms. You may also be presented with additional policies or guidelines at the time you register or access any other FADEL services. You and your End Users shall use the Services in accordance with this Agreement and the Additional Terms.

Content

You will use the Services in accordance with the Acceptable Use Policy. You acknowledge that you are responsible for all materials and content uploaded, posted or stored through your and your End Users’ use of the Services.

Data Accuracy

You are responsible for all results, data, materials and content uploaded, posted, stored, or processed through your use of the Services.

Customer Administration of the Services

You 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. You are responsible for: (a) maintaining the confidentiality of the password and credentials of 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 this Agreement and the Additional Terms, as applicable. You agree 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.

Unauthorized Use

You will use commercially reasonable efforts to prevent unauthorized use of the Services, including without limitation by protecting all credentials, Accounts, passwords and other log-in information, and will terminate any unauthorized use. You will promptly notify FADEL of any unauthorized use of, or access to, the Services of which you become aware.

Restrictions on Use

In addition to the restrictions on use as set forth in the Acceptable Use Policy, and unless FADEL specifically agrees in writing, you will not, and will use commercially reasonable efforts not to: (a) sell, resell, lease, or the functional equivalent thereof, the Services to a third party (unless expressly authorized in this Agreement); (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; (d) or use the Services to store or transfer any Customer Data that is controlled for export under Export Control Laws.

You are 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

You are 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 your expense: (a) promptly notify you of its receipt of a Third Party Request; (b) comply with your reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide you with the information or tools required for you to respond to the Third Party Request. You will first seek to obtain the information required to respond to the Third Party Request on your own, and will contact FADEL only if you cannot reasonably obtain such information.

End Users

You are responsible for ensuring your End Users comply with this Agreement and the Additional Terms. You shall be jointly and severally liable to FADEL for (a) your End Users’ noncompliance with this Agreement and the Additional Terms; and (b) any use of the Services through your account, whether authorized or unauthorized.

Feedback

If you have comments on the Services or ideas on how to improve them, please submit them via the Support Portal. Such feedback may include bug reports, problems or deficiencies encountered by you while using the Services.  By submitting ideas, suggestions, documents, and/or proposals (“Contributions“) to FADEL through email or its suggestion or feedback pages on the Support Portal, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) FADEL is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) FADEL shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) FADEL may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of FADEL without any obligation of FADEL to you; (f) you will keep all Contribution confidential; and (g) you are not entitled to any compensation or reimbursement of any kind from FADEL under any circumstances for the Contributions.

Payment

Terms

All payments due are in U.S. dollars unless otherwise indicated on the Order Form or invoice. Any outstanding fee balance will be immediately due and payable upon termination of the Service, and may be charged to the credit card or other billing mechanism associated with your account.

Credit Card Orders

If applicable, fees for credit card orders are due immediately upon order placement. FADEL will bill the credit card provided via the Order Form for all applicable Fees when due. If credit card authorizations or charge attempts are declined, FADEL may immediately disable or cancel the Services in its sole discretion.

Invoice Orders

Fees for orders where FADEL issues an invoice are due upon Customer’s receipt of the invoice and are considered delinquent thirty (30) days after the date of the applicable invoice.

Delinquent Payments

Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by FADEL in collecting such delinquent amounts except where such delinquent amounts are due to FADEL’s billing inaccuracies.

Taxes

Customer is responsible for any and all Taxes associated with the use of the Services and Customer will pay FADEL for the Services without any reduction for Taxes. If FADEL is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer unless Customer provides FADEL with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is required by law to withhold any Taxes from its payments to FADEL, Customer must provide FADEL with an official tax receipt or other appropriate documentation to support such withholdings.

Suspension

End User Accounts

If FADEL becomes aware of an Account in violation of this Agreement or any of the Additional Terms, FADEL may specifically request that you Suspend the applicable Account. If you fail to comply with FADEL’s request to Suspend an 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 Account has cured the breach which caused the Suspension.

Suspension and Termination in the Event of an Injunction

FADEL may Suspend this Agreement and your access to the Services if FADEL is directed to do so by final or temporary court order or magisterial decision. If any Suspension under this Section continues for more than six (6) months, FADEL may terminate this Agreement.

Emergency Security Issues

Notwithstanding the foregoing, if there is an Emergency Security Issue, then FADEL may automatically Suspend the offending Account or Services. 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 you or your End Users believe that anything on FADEL’s website or Services infringes any copyright that you or your End Users own or control, 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

In accordance with the DMCA and applicable law, FADEL will terminate Accounts deemed to be “repeat infringers”, as determined in FADEL’s sole discretion. FADEL may also terminate an Account of or access by any Customer who infringes any intellectual property rights (whether FADEL’s or others), regardless of whether or not there is repeat infringement.

Confidential Information; Intellectual Property Rights; Brand Features

Confidential Information

Each Party will: (a) protect the other Party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information, except to Affiliates, employees, agents, representatives or contractors (collectively, “Authorized Personnel”) who need to know it and have agreed in writing to keep in confidential. Each Party (and any Authorized Personnel to whom it has disclosed Confidential Information), may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each Party is responsible for any actions of its Authorized Personnel in violation of this Section. The recipient shall have a duty to protect Confidential Information during the Term and for a period of five (5) years thereafter.

Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no act or omission of the recipient; (b) was rightfully given to the recipient by another party; (c) the recipient already knew; or (d) was independently developed by the recipient without violation of this Agreement. Additionally, each party may disclose the other party’s Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.

Intellectual Property Rights

Except as expressly set forth herein, this Agreement does 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, you own all Intellectual Property Rights in Customer Data, and FADEL owns all Intellectual Property Rights in the Services. Except as expressly allowed by FADEL, any Brand Features, copyright or other proprietary notices, legends, symbols or labels appearing on or in the Service shall not be removed or altered by Customer.

Publicity

Customer will not unreasonably withhold the ability for FADEL to include your name or Brand Features in a list of FADEL customers, whether online or in promotional materials. You also agree that you will not unreasonably withhold the ability for FADEL to verbally reference you as a customer of the FADEL products or services that are the subject of this Agreement. This Section is subject to the Brand Features Limitation section below.

Display of Brand Features

FADEL may display its 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 this Agreement 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 this Agreement with notice to the other and a reasonable period to stop the use. You shall not challenge or assist others to challenge the FADEL Brand Features or the registration thereof, nor shall you attempt to register any FADEL Brand Features or domain names that are confusingly similar to those of FADEL.

Service Term

Term

This Agreement shall commence and expire on the date as provided for in the Order Form, unless sooner terminated in accordance with this Agreement (the “Term”).

Purchases During Services Term

Unless the parties agree otherwise in writing, End User Accounts for use in conjunction with the Services that are purchased during the term specified on the Order Form (the “Service Term”) will have a prorated term ending on the last day of that term.

Auto-Renewal

At the end of each Service Term, the Services will automatically renew for an additional term of twelve (12) months by default at the then-current yearly Fees unless you and FADEL mutually agree otherwise. If either party does not want the Services to renew, then it will provide the other party Written Notice to this effect at least fifteen (15) days prior to the end of the then-current Service Term. This notice of non-renewal will be effective upon the conclusion of the then-current Service Term.

Revising Rates

FADEL may revise its rates for the renewal Service Term by providing you notice at least thirty (30) days prior to the start of the renewal Service Term.

Termination by Customer

You may terminate this Agreement for any reason or for no reason upon written notice to FADEL. If you terminate this Agreement pursuant to this Section prior to the conclusion of the Term, FADEL will bill you, and you are responsible for paying FADEL, for any fees and other remaining unpaid amounts for the remainder of the Term that would otherwise have been owed had this Agreement not been terminated.

Termination by Customer with a Release

You may terminate this Agreement, and FADEL will provide you with a Release, if FADEL materially breaches this Agreement, and such breach remains uncured within thirty (30) days after receipt of written notice.

Termination by FADEL

FADEL may suspend performance or terminate this Agreement: (a) with six (6) months’ prior notice to you, in which case FADEL will provide Customer with a Release; (b) if you breach this Agreement, and such breach remains uncured within thirty (30) days after receipt of written notice; (c) if you are in material breach of this Agreement more than two (2) times notwithstanding any cure of such breaches; or (d) if FADEL reasonably determines that it is commercially impractical to continue providing the Services in light of applicable laws, in which case FADEL will provide you with a Release.

Effects of Expiration or Termination

You are responsible for maintaining, protecting, and making backups of Customer Data prior to loading into the Services. 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. You are encouraged to frequently backup and archive Customer Data which will be uploaded to the Services. FADEL shall provide you access to, and the ability to export, the Customer Data following the expiration or termination of an account or of the Services if requested by you by notice to FADEL within twenty (20) days of the expiration or termination. 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, and you acknowledge and agree that FADEL shall not be liable for the same if you do not request the data within the timeframe set forth in the preceding sentence. The termination of the Services will result in the automatic cancellation of all associated Accounts (e.g., End User Accounts, Admin Accounts, etc.). Upon request, each party shall promptly return to the other party, or destroy and certify the destruction of, all Confidential Information of the other party. Any termination of this Agreement shall not affect FADEL’s rights to any payments due by you. All provisions of this Agreement 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

Customer Representations and Warranties

You represent, warrant, and covenant that: (a) You own and control one hundred percent (100%) of the Customer Domain Names accessing the Service; (b) you have and will maintain all rights, authorizations and licenses that are required to permit you to use the Service; (c) the execution and delivery of this Agreement, and the performance by you of its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which you or any of your Affiliates are a party or violate any rights of any third parties arising therefrom; (d) you, including whether you are in a country outside of the United States, or if you provide Accounts to End Users located outside the United States, shall comply with all laws, regulations and ordinances applicable to or otherwise connected with your use of the Services, including without limitation applicable security breach notification laws and any laws regulating the export and re-export of data to and from the United States or any other country; and (e) you have and will maintain all rights as shall be required to send the information it provides to FADEL pursuant to this Agreement.

FADEL Representations and Warranties

FADEL represents and warrants that: (a) FADEL will comply with all applicable laws and regulations; (b) FADEL is the owner of the Services and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party; and (c) FADEL is not intentionally infringing on the intellectual property rights of a third party. FADEL’s representations and warranties in the preceding sentence do not apply to use of the Services in combination with hardware or software not provided by FADEL. In the event of a breach of the warranty in this Section, FADEL, at its own expense, will promptly take the following actions: (a) secure for you the right to continue using the Services; (b) replace or modify the Services to make it noninfringing; or (c) terminate the infringing features of the Service and refund to you any prepaid fees for such features, in proportion to the portion of the Term left after such termination. Other than any indemnification obligation of FADEL with respect to third party-claims, the preceding sentence states FADEL’s sole obligation and liability to you, and your sole remedy, for breach of the warranty in this Section and for potential or actual intellectual property infringement by the Services.

 Indemnification Obligations

You agree 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) your or an End User’s use of the Services (including any actions or inactions taken under your account, whether authorized or unauthorized) in violation of the Acceptable Use Policy; (ii) any improper or illegal use of your account, an Admin Account or End User Account, including improper or illegal use by you, an Administrator, an End User, or any third party authorized by you to access the Services; (iii) Customer Data, Customer Domain Names, or Customer Brand Features; (iv) any breach or violation of this Agreement or the Additional Terms by you or an End User; or (v) Customer’s disclosure of End User information. Customer will pay or reimburse FADEL any costs incurred in performing its obligations above, and any settlement amounts or court-awarded damages, liabilities, costs, and expenses, including reasonable attorneys’ fees.

FADEL will indemnify, defend and hold Customer, its affiliates, officers, agents, employees, 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) that the Services (and its underlying technology) or any other materials infringe or misappropriate an intellectual property right of another; (ii) any breach or violation of this Agreement by FADEL; or (iii) any breach of any applicable law by FADEL. FADEL will pay or reimburse Customer any costs incurred in performing its obligations above, and any settlement amounts or court-awarded damages, liabilities, costs, and expenses, including reasonable attorneys’ fees.

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, the party seeking indemnification will endeavor to provide the other with prompt notice of the same; provided, however, that any failure to deliver notice promptly will not eliminate or reduce such party’s indemnification obligations under this Agreement. The indemnifying party shall have 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

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND AS AVAILABLE. FADEL MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FADEL DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, DATA LOSS, NON-INTERFERENCE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PREROPTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. FADEL DOES NOT WARRANT THAT THE SERVICE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION OR ERRORS. FADEL AND ITS SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT CUSTOMER’S USE OF THE SERVICE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS, LAWS OR REGULATIONS.

Limitation of Liability

OTHER THAN ANY INDEMNIFICATION OBLIGATION OF FADEL WITH RESPECT TO THIRD-PARTY CLAIMS, YOU AGREE THAT FADEL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OR CORRUPTION OF DATA, LOSS OF BUSINESS, LOSS OF REVENUES, PROFITS OR INVESTMENT, 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. THIS AGREEMENT SETS FROTH THE ENTIRE LIABILITY OF FADEL AND ITS AFFILIATES, AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICE AND ITS USE. TO THE EXTENT PERMITTED BY LAW, THE ENTIRE LIABILITY OF FADEL (WHICH INCLUDES, COLLECTIVELY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIES AND LICENSORS) SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO FADEL DURING THE NINE (9) MONTHS BEFORE THE LAST EVENT THAT GAVE RISE TO CUSTOMER’S CLAIM. 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.

Miscellaneous

Notices

Any notice by FADEL to you under this Agreement will be deemed effective upon sending an email to the Notification Email Address, alerting you via the Admin Console or the Support Portal. Any notice by you to FADEL under this Agreement will be deemed effective upon alerting FADEL via the Support Portal. Notwithstanding the foregoing, a provision expressly requiring Written Notice by you to FADEL herein must be delivered to FADEL Legal Department at its current address, and must be provided by (i) personal delivery, deemed effective upon receipt; (ii) overnight courier, deemed effective upon written or electronic verification of receipt; or (iii) registered or certified mail, deemed effective upon verification of receipt through the U.S.P.S. (the foregoing, constituting “Written Notice”). Any invoices and payments to FADEL shall be sent to the attention of FADEL Accounting, to be deemed effective in a manner consistent with the Written Notice provisions of the preceding sentence. FADEL may update its address or addressee information in a manner consistent with this Section.

FADEL may modify this Section on one or more occasions, which such modification will not constitute a material change to this Agreement.

Compliance With Laws

FADEL will stay informed of all legal and regulatory requirements applicable to its Processing of Personal Information.  Processing shall comply with all privacy, data protection and information security laws and regulations that are applicable to the Processing, including, but not limited to, the US federal Family Educational Rights and Privacy Act of 1974 (FERPA) and any applicable US state law governing student privacy, the EU Data Protection Directive 95/46/EC and GDPR as well as other relevant international laws and FADEL privacy policies.

FADEL certifies that it is now and shall remain in compliance with all applicable federal, state, local and non-US laws, including (without limitation) Massachusetts 201 CMR 17.00: Standards for The Protection of Personal Information of Residents of the Commonwealth and similar state statutes.

Assignment

You may not assign or otherwise transfer your rights or delegate your obligations under this Agreement 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 Agreement; and (b) the assigning party remains liable for obligations incurred under this Agreement 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 this Agreement 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 this Agreement 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 this Agreement, which shall remain valid and enforceable according to its terms.

No Agency; No Third Party Beneficiaries

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

Governing Law; Equitable Relief

This Agreement is 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 you and FADEL agree to submit to the personal and exclusive jurisdiction of the courts located in New York City, New York. Nothing in this Agreement will limit either party’s ability to seek equitable relief.

Interpretation Of Conflicting Terms

Except as otherwise expressly set forth in the Additional Terms, if there is a conflict between a term in this Agreement and the Additional Terms, the terms of this Agreement will control.

FADEL Service Level Agreement

During the term of the applicable Services Term (the “Services Term”), the Services will be operational and available to Customer at least 99.9% of the time in any calendar month (the “SLA”). If FADEL does not meet the SLA, and if Customer meets its obligations under this SLA, Customer will be eligible to receive the Service Credit described below.

Customer Must Request Service Credit

In order to receive a Service Credit, Customer must notify FADEL within thirty (30) days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer’s right to receive a Service Credit.

Maximum Service Credit

The aggregate maximum number of Service Credits to be issued by FADEL to Customer for all Downtime that occurs in a single calendar month shall not exceed fifteen (15) days of Service added to the end of Customer’s term for the Service.

Exclusions

The SLA does not apply to any services that expressly exclude this SLA (as stated in the documentation for such services) or any performance issues: (i) caused by factors described in the “Force Majeure” section of the Terms of Service; or (ii) that resulted from Customer’s equipment, Customer’s End Users’ equipment, or third party equipment, or any combination of the foregoing (not within the primary control of FADEL).

Exclusive Remedy

This SLA states Customer’s sole and exclusive remedy for any failure by FADEL to meet the SLA.

Modifications

FADEL may modify the terms of this SLA to, for example, reflect changes to the law or changes to the Services, notice of which will be posted on this page. Any changes will not apply retroactively and will become effective no sooner than fourteen (14) days after they are posted; provided, however, that changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. Customer shall discontinue use of the Services if Customer does not agree to the revised terms.

Conflict of Terms

If there is a conflict between the terms herein and the terms set forth in the Additional Terms, this SLA will control for that conflict.

Definitions

The following definitions shall apply to the SLA. Any terms capitalized but not defined in this SLA shall have the meaning ascribed to such terms in the Terms of Service.

• “Downtime” for the server is defined as a user connection error rate of more than a five percent, and is measured based on server side connectivity error rate.
• “Planned Downtime” is defined as Downtime which has been planned and notifications have been issued at least 24 hours in advance or regularly scheduled maintenance or for the application of emergency security patches.
• “Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, minus the planned and announced downtime, divided by the total number of minutes in a calendar month minus the planned and announced  downtime.

(Total Minutes In A Month) – (Planned Downtime) – (Unplanned Downtime)

                      (Total Minutes in A Month) – (Planned Downtime)

•  “Service Credit” means the following:

Monthly Uptime Percentage	Days of Service added to the end of the Service term
< 99.9% – >= 99.0%	3 days
< 99.0% – >= 95.0%	7 days
< 95.0%	15 days

 

FADEL Rights Cloud API Terms and Conditions

Using Rights Cloud API

FADEL has an integrated Application Program Interface (“API“) that you can use to enable applications to access the Services protected by an Account with your permission. By using any API, you agree, on behalf of yourself, your company, and any affiliates identified by you in any information about or relating to your application provided by you, to be bound by the following terms and conditions (the “API Terms and Conditions“). Capitalized terms not defined in the API Terms and Conditions shall have their meaning set forth in the Terms of Service. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind them to these API Terms and Conditions.

Conditions of Use

You must comply with the provisions of these API Terms and Conditions and the Terms of Service. FADEL reserves the right to modify these API Terms and Conditions from time to time in its sole discretion, without notice or liability to you. If a modification is unacceptable to you, you may terminate these API Terms and Conditions by ceasing use of the API. By continuing to use the API, you will be deemed to have accepted these modifications. Please review all notifications in the Support Portal so that you will be apprised of any changes. In the event of a conflict between the API Terms and Conditions and the Terms of Service, the API Terms and Conditions will control.

Subject to the provisions in these API Terms and Conditions and Terms of Service, you may develop, display and/or distribute your application as part of a commercial or non-commercial enterprise. If you provide information about you or relating to your application, you must provide complete and accurate information. In addition, in the event that you submit your application for inclusion in our directory of integrated applications, FADEL may use this information when featuring your application in our directory or for other uses. You provide your application and any content at your sole option and FADEL is not in any way responsible for the subsequent use or misuse by users who access your application, whether through a FADEL Rights Cloud service or otherwise. You may discontinue use of the API and remove your application from the internet at any time. FADEL reserves the right to refuse or discontinue participation to anyone, and to disable End Users’ access to the Services, in accordance with the Terms of Service. In the event either you or FADEL chooses to discontinue your use of the API or one of your applications’ use of the API, you will promptly cease all use of the API or, if FADEL expressly so requests, use of the API by that application.

Prohibited Actions

You will not and will not allow on your behalf third parties to (a) make and distribute copies of any aspect of the FADEL Rights Cloud API or any accompanying documentation except as permitted by these API Terms and Conditions; (b) attempt to copy, reproduce, alter, modify, reverse engineer, disassemble, decompile, translate, or attempt to discover any prototypes, software, algorithms, or underlying ideas which embody the FADEL Rights Cloud API or any associated Services; or (c) create or attempt to create derivative works of or from the FADEL Rights Cloud API or any FADEL service except as expressly described herein. In connection with your use of the FADEL Rights Cloud API, neither you, any third party on your behalf, nor any application developed by you may: (i) violate any applicable laws; (ii) violate any posted program policies for the FADEL Rights Cloud API or associated FADEL Rights Cloud service (the “Program Policies”); (iii) violate the legal rights of any third party, including but not limited to copyrights, trademarks, rights of privacy, and rights against defamation; (iv) include content or link to content that is obscene, pornographic, hateful or illegal; (v) mislead or attempt to mislead End Users; (vi) distribute or attempt to distribute harmful code, including but not limited to viruses and worms; or (vii) violate the Acceptable Use Policy or other policies as FADEL may develop from time to time.

API Usage Limits

To insure the highest quality service and responsiveness to all client’s APIs calls are limited as follows:

Rights Cloud™ Edition	API Types	Combined Quota / Day	Concurrency Rate	Request Rate Limit / Second
Community	Read / Write	500	1	1
Community	Clearance	1,000	1	1
Professional	Read / Write	3,000	3	5
Professional	Clearance	5,000	3	5
Enterprise	Read / Write	15,000	5	10
Enterprise	Clearance	30,000	5	10
Test Environments	Read / Write	3,000	3	5
Test Environments	Clearance	5,000	3	5

Clearance APIs are considered to be those that return results from a clearance function either directly or indirectly.  Read / Write APIs are all APIs exclusive of Clearance APIs.

Intellectual Property

You direct and authorize FADEL to link to or otherwise incorporate your application into the associated Services, and to carry out any copying, modification, distribution, internal testing, or other processes necessary in order to make this authorized use. In addition, FADEL, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and web site listings (including links to your web site or applications) for the purpose of advertising or publicizing your use of the FADEL Rights Cloud API, any associated FADEL service, and/or your creation of an integrated application. You also agree that you will not yourself (and will not allow third parties to) remove, obscure, or alter FADEL Rights Cloud  or any third party’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through any FADEL Rights Cloud API. Neither you nor your employees, agents or contractors acquire nor will acquire any intellectual property rights under these API Terms and Conditions (including but not limited to patent, copyright, and trademark rights) except, for the authorized duration of your use of the API, a non-exclusive, revocable, non-sublicensable license to use the API to develop applications in accordance with and pursuant to these API Terms and Conditions, the Terms of Service and all applicable Program Policies.

Feedback

If you have comments on the API or ideas on how to improve them, please submit them via the Support Portal. Such feedback may include bug reports, problems or deficiencies encountered by you while using the API.  By submitting ideas, suggestions, documents, and/or proposals (“Contributions“) to FADEL through email, its suggestion or feedback pages on the Support Portal, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) FADEL is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) FADEL shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) FADEL may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of FADEL without any obligation of FADEL to you; (f) you will keep all Contribution confidential; and (g) you are not entitled to any compensation or reimbursement of any kind from FADEL under any circumstances for the Contributions.

Miscellaneous Provisions

These API Terms and Conditions do not create any agency or partnership relationship. These API Terms and Conditions are not intended to benefit, nor shall they be deemed to give rise to, any rights in any third party. These API Terms and Conditions will not be assignable or transferable by you without FADEL’s prior written consent. These API Terms and Conditions will be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflict of laws provisions of New York or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of these API Terms and Conditions to be unenforceable, the remainder of these API Terms and Conditions will continue in full force and effect. These API Terms and Conditions, together with the various Associated Service Terms, Program Policies, and other FADEL documents referenced herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these API Terms and Conditions will be effective only if in writing and signed by FADEL.

 

FADEL Acceptable Use Policy

Use of the FADEL Services is subject to this policy (the “Acceptable Use Policy” or “AUP”).

By your use of or access to the Services, you thereby agree not to, and not to allow your End Users, and other third parties to use the Services:

• to violate, or encourage the violation of, the legal rights of others (for example, this may include, but not be limited to, allowing End Users to infringe or misappropriate the intellectual property rights of others in violation of the Digital Millennium Copyright Act);
• to engage in, promote or encourage illegal activity;
• for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, distributing illegal materials, creating a pyramid scheme or mirroring a website);
• to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
• to interfere with the use of the Services, the networks connected to the Service, or the equipment used to provide the Services
• to disable, interfere with or circumvent any aspect of the Services;
• to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisements or other solicitations (“SPAM”);
• to alter the Service or any information transmitted through the Service to End Users (except, with respect to the latter, as otherwise may be necessary to comply with the terms of the TOS and/or commercially reasonable internal policies of Customer)
• to transmit, display or otherwise make available publicly any content or documentation provided by FADEL to Customer in connection with the Services;
• to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Service or any other FADEL technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, and documentation;
• to remove, deface, obscure, or alter FADEL’s copyright notice, trademarks, Brand Features, or other proprietary rights notices affixed to or provided as a part of any Service, or any other FADEL technology, software, materials and documentation;
• to create or attempt to create a substitute or similar service or product through use of or access to any of the Services or proprietary information related thereto;
• to use the Services in a service bureau or similar commercial model for delivering services or capabilities to affiliates, individuals, or corporations unless explicitly permitted by FADEL;
• to use the Services or any interfaces provided with the Services or to access any other FADEL product or service in a manner that violates the terms of service of such other FADEL product or service; or
• to test or reverse-engineer the Services in order to find limitations, vulnerabilities or evade filtering capabilities.

Your failure to comply with this Acceptable Use Policy may result in suspension and termination of the Services pursuant to one or more policies, terms and agreements to which you are bound, as well as any possible legal and equitable remedies.

FADEL Technical Support Services Guidelines

The following FADEL Technical Support Services (“TSS”) Guidelines (the “TSS Guidelines” or “Guidelines”) apply to Customer’s use of the Services as identified on the Order Form.

FADEL reserves the right, without advance notice to Customer, to modify these Guidelines. Such notifications will be made via the Support Portal. If Customer does not agree to abide by these (or later versions of FADEL’s) Guidelines, Customer shall not use or access (or continue to use or access) the Technical Support Services.

Technical Support Services

By Customer

Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customer’s or End Users’ use of the Services. Customer will use commercially reasonable efforts to resolve support issues before escalating them to FADEL.

By FADEL

If Customer cannot resolve a support issue consistent with the above, then Customer may escalate the issue to FADEL in accordance with these Guidelines. FADEL will provide TSS to Customer in accordance with these Guidelines.

Support Request Submission

Characterization of Requests

Customer shall designate a priority upon submission of a Request. Upon receiving a request, FADEL will determine whether the request is a “Service Unusable,” “Standard Request” or a “Feature Request.” Any such determination made by FADEL is final and binding on Customer. FADEL reserves the right to change Customer’s priority designation if FADEL believes that Customer’s designation is incorrect and will inform Customer of any such change in its response to the support Request. Customer may appeal any such reclassification to FADEL’s Support management for review through any available support channel.

Procedures for Acknowledgement and Resolution of Requests

When making a Request, Customer will provide all requested diagnostic information and assist FADEL Support Personnel as may be required to resolve a Request.

Request Acknowledgement

FADEL may respond to a Request by acknowledging receipt of the Request. Customer acknowledges and agrees that FADEL may be unable to provide answers to, or resolve all, Requests.

Feature Requests

If FADEL deems a Request to be a Feature Request, FADEL will log such Request for consideration to add to a future update or release of the Services and will consider the matter closed. FADEL is under no obligation to respond to or resolve any Feature Request or to include any such Feature Request in any future update or release.

Building Applications

For clarity, FADEL will not have any obligation to write or build any applications or write code to facilitate the Services.

Alpha and Beta

While FADEL has no obligation to provide TSS for Alpha or Beta versions, features, or functionality of the Services, FADEL will consider Requests on a case-by-case basis when submitted through the Support Portal.

Accessing Support

Designated Support Contacts

Customer will provide first-level support to Customer’s End Users. FADEL will provide second-level support ( break / fix ) to Customer only. If Customer wishes to change its Designated Contacts, it will notify FADEL via the Support Portal at least five (5) Business Days prior to the change. If on the date these updated Guidelines were first posted Customer has more Designated Contacts than are set forth under the applicable support level under the “Support Levels” section below, the current Designated Contacts will continue to be allowed until the expiration of the then-current Term for the applicable Services.

Support Hours and Target Initial Response Times

FADEL will process and measure SLA timings for Requests during the associated Support Level working hours, unless otherwise indicated in these Guidelines. Any Requests received outside of the Hours of Operation will be logged and processed during the next Business Day. Target initial response times are based on the subscribed support level.

General Provisions

Maintenance

To ensure optimal performance of the Services, FADEL performs periodic Maintenance. In most cases, Maintenance will have limited or no negative impact on the availability and functionality of the Services. If FADEL expects planned Maintenance to negatively affect the availability or functionality of the Services, FADEL will use commercially reasonable efforts to provide at least seven (7) days advance notice of the Maintenance. In addition, FADEL may perform emergency unscheduled Maintenance at any time. If FADEL expects such emergency unscheduled Maintenance to negatively affect the availability or functionality of the Services, FADEL will use commercially reasonable efforts to provide advance notice of such Maintenance. Maintenance notices noted above will be provided via the FADEL Support Portal. Regularly scheduled Maintenance may occur at any time between Saturday at 1:00am ET – Sunday 5:00am ET.

Language Support

The parties agree that all support provided by FADEL pursuant to these Guidelines will be provided in the English language.

Support Levels

Standard

Standard support level includes the following:

• Access to the FADEL Support Portal
• Support requests accepted for:

o   Incidents

o   Questions about Services functionality and best practices

o   Product enhancement suggestions

o   Billing inquiries

• Access to online documentation and forums
• Automatic Services upgrades and maintenance updates
• One (1) Designated Contact

P1 Priority support Requests are responded to with a target initial response time of four (4) hours and are responded to during the Hours of Operation.  P2, P3, and P4 Priority support Requests are responded to with an initial target response time of eight (8) hours and are responded to during the Hours of Operation.

Professional

Professional support level includes all the items in the standard support level plus the following:

• Live agent phone support during Hours of Operation
• Two (2) Designated Contacts

Enterprise

Enterprise support level includes all the items in the Professional level plus the following:

• 24 x 7 live agent phone support
• Advice on standard application configuration or integration questions
• Advice on how to configure or use Services to support Customer’s proposed use case
• Five (5) Designated Contacts

P1 Priority support Requests are responded to with a target initial response time of one (1) hour and are responded to 24 x 7. P2 Priority support Requests are responded to with an initial target response time of four (4) hours. P3 and P4 Priority support requests are responded to with an initial target response time of eight (8) hours. P2, P3, P4 requests are responded to during the Hours of Operation.

TSS Definitions

• “Business Day” means any day during the FADEL’s Hours of Operation
• “Designated Contacts” means administrators or technical employees designated by Customer who are allowed to contact FADEL for technical support.
• “Feature Request” means a Request by Customer to incorporate a new feature or enhance an existing feature of the Services that is currently not available as part of the existing Services.
• “FADEL Support Personnel” mean the FADEL representatives responsible for handling technical support requests.
• “Hours of Operation” means 8am to 6pm Eastern Time Zone.
• “Maintenance” means maintenance work that is performed on hardware or software delivering the Services.
• “Request” means a request from a Customer’s Designated Contact to FADEL Support Personnel for technical support to resolve a question or problem report regarding the Services.
• “Service Level Agreement” is the level of service defined in the Service Level Agreement.
• “Service Unusable Request” is any situation where Customer, adhering to published technical guidelines for and the documented correct usage of the Services, is unable to access or use the Services by a majority of Customer End Users for a period of time greater than fifteen (15) minutes.
• “Standard Request” means a Request made by Customer to FADEL that is not a Service Unusable Request or Feature Request.
• “Priority” means the level of impact a Request is having on Customer operations and is used to establish initial target response times.
• “P1” means Critical Impact – Service Unusable in Production
• “P2” means High Impact – Service Use Severely Impaired
• “P3” means Medium Impact – Service Use Partially Impaired
• “P4” means Low Impact – Service Fully Usable

Agreement Definition Of Terms

Unless specified otherwise within specific sections, in which case the definition takes precedence, the definition of terms are as follows.

• “Acceptable Use Policy” means the Acceptable Use Policy for the Services.
• “Account” means any accounts or credentials created by FADEL or by you which provides access to 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 administration console Customer may use to access management, reporting and certain other administration functions of the Services.
• “Administrators” mean the Customer-designated technical personnel who administer the Services to End Users on Customer’s behalf.
• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• “Affiliate Program” means any entity, corporation, or indivdual who has joined our Affiliate Program.
• “API” means Application Program Interface, as further defined in the API Terms and Conditions.
• “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 a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Confidential Information includes, but is not limited to, tangible, intangible, visual, electronic, present, or future information such as: (a) trade secrets; (b) financial information, including pricing; (c) technical information, including research, development, procedures, algorithms, data, designs, and knowhow; (d) business information, including operations, planning, marketing interests, and products; (e) any bugs, defects, security problems, and other issues relating to the Service; (f) the existence and terms of this Agreement and the discussions, negotiations and proposals related thereto; (g) Customer Data or End User information; or (h) any source and object code of the software underlying the Service.
• “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, End Users, APIs or other means.
• “Customer Domain Names” means the one or more domain names owned by Customer which will be accessing the Services and are specified in the Order Form.
• “Emergency Security Issue” means either: (a) Customer’s or an End User’s use of the Services in violation of this Agreement 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 any individual Customer permits to use the Services.
• “End User Account” means a FADEL-hosted account established by Customer through the Services for use of the Services by Customer’s End Users.
• “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.
• “Fees” means the fees and costs for the Services, as provided for in the Order Form.
• “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. FADEL reserves all other rights in the Services not granted to Customer herein in writing.
• “Notification Email Address” means the email address designated and maintained by Customer to receive email notifications from FADEL. Customer must change this email address as applicable through the Admin Console and Support Portal.
• “Order Form” means the written or electronically presented offer by FADEL to provide a specific set of Services to Customer subject to this Agreement. Each Order Form incorporates this Agreement and will contain, without limitation: (i) Service SKUs; (ii) the term of the Services; (iii) the Fees for the Services; (iv) Customer Domain Names and (v) a reference number.
• “Personal Information” means any and all data (regardless of format or source) that (i) identifies or can be used to identify, contact or locate a natural person, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual, or (ii) pertains in any way to an identified natural person.  Examples of Personal Information include: First name, last name, maiden name, physical or email address.
• “Privacy Policy” means FADEL’s Privacy Policy, https://fadel.com/arcdocs/privacypolicy.html
• “Processing” means any operation or set of operations which is performed upon Personal Information, whether or not by automatic means, such as collection, compilation, use, disclosure, duplication, organization, storage, alteration, transmission, combination, redaction, erasure, or destruction.
• “Release” means that (a) you shall receive a pro-rated refund of the unearned Fees actually paid by you applicable to the period following termination; and (b) you will not be required to pay the monthly fees otherwise accrued and owing for the duration of the Term if the same had not been cancelled.
• “Service Level Agreement” or “SLA” means FADEL’s Service Level Agreement for the Services.
• “Service Pages” mean the web pages displaying the Services.
• “Services” has the meaning set forth in the Agreement.
• “Support Portal” means FADEL’s Support Portal which, among other things, may be used to by FADEL to disseminate information regarding Service feature and function revisions and provide notifications as to updates to this Agreement or the Additional Terms.
• “Suspend” or “Suspension” means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.
• “Taxes” means any duties, customs fees, or taxes (other than FADEL’s income tax) associated with the sale of the Services, including any related penalties or interest.
• “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.
• “TSS” means the technical support services provided by FADEL to the Administrators during the Term pursuant to the TSS Guidelines.
• “TSS Guidelines” means FADEL’s technical support services guidelines then in effect for the Services.

FADEL is a registered trademark of Fadel Partners, Inc.

Rights Cloud is a trademark of Fadel Partners, Inc.

Licensing Cloud is a trademark of Fadel Partners, Inc.

IPM Suite is a trademark of Fadel Partners, Inc.

ARC is a trademark of Fadel Partners, Inc.