TERMS AND CONDITIONS

TERMS OF SERVICE

1. ACCOUNT INFORMATION
   • 1.1 Registration; Username and Passwords.
   • You may be required to provide information about yourself to register for and to access or use the Services and Software. You represent and warrant that any such information, including Customer Data, is and will remain accurate and complete, and that Figgro has no liability whatsoever for errors and omissions in your Customer Data. You may also be asked to choose a username and password to access or use the Services and Software. We may reject, or require that you change, any such username or password, in our sole discretion. You are entirely responsible for maintaining the security of your username and password, and you agree not to disclose or make your username or password accessible to any third party.
   • 1.2 Prohibition on Sharing.
   • You may not share an account, Host rights, or any other user rights with any other individual, unless otherwise expressly pre-approved by Figgro in writing. You may not share any login credentials or passwords regarding the foregoing with any other individual. You acknowledge that sharing of any such rights is strictly prohibited. Your right to use or access the Services and Software is personal to you and not assignable or transferable. You may not assign or transfer any account, rights, or any other user rights with any other individual, except upon (i) an individual termination of employment or relationship with their employer, as applicable, or (ii) Figgro's prior express written approval.
2. ACCESS AND USE; SOFTWARE LICENSE
   • 2.1 Access and Use; Software License.
   • Subject to the terms and conditions of this Agreement, you may access and use, during the Initial Subscription Term or then-current Renewal Term, the Services as set forth on each applicable Service Level Agreement. If access to or use of any portion of the Services requires or allows for you to download, use, or install Figgro software (“Software”), Figgro grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license to use the Software in object code format on a compatible device for your internal use only, solely to access and use the Services during the applicable Initial Subscription Term or then-current Renewal Term. You acknowledge and agree that your access to and use of the Services and Software under this Section 2.1 (and as otherwise provided in this Agreement) is revocable in Figgro’s sole discretion.
   • Documentation License.
   • Subject to the terms and conditions in this Agreement, Figgro grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license for you to use Figgro-provided product and services documentation (“Documentation”) solely for your internal business purposes in connection with use of the Services or Software during the applicable Initial Subscription Term or then-current Renewal Term.
   • 2.3 Ownership
   • You acknowledge that, notwithstanding anything to the contrary herein, the Services are provided to you on a subscription basis, and the Software and Documentation is provided to you under a limited license, and neither has been sold to you. You also acknowledge that you have neither obtained nor will obtain any ownership or other right, title, or interest in or to the Services, Software, or Documentation or any Proprietary Rights relating thereto. Any copies of Software will remain the exclusive property of Figgro. The Software may include code that is licensed to you under third party license agreements, including open source software made available or provided with the Software. Without limiting the generality of the foregoing, Figgro owns all right, title, and interest in and to all upgrades, enhancements, new releases, changes, and modifications to the Services or Software, together with all ideas, architecture, algorithms, models, processes, techniques, user interfaces, database design and architecture, and “know-how” embodying the Services and Software. Under no circumstances will you be deemed to receive, have, or be granted title to all or any portion of the Services, Software, or Documentation, title to which at all times vests exclusively in Figgro. None of the Services, Software, or Documentation, or any component thereof, is or shall be deemed to be a “work made for hire,” as that term is defined in 17 U.S.C. § 101.
3. RESPONSIBILITY FOR USE AND END USERS
   • 3.1 Use of the Services; End User Responsibility.
   • You will, and you will cause your End Users to, abide by and ensure compliance with, all the terms and conditions of this Agreement. Use of the Services is void where prohibited. You are responsible for your and your End Users' access to and use of the Services and Software. You are responsible for the activities of all your End Users, including ensuring that all End Users will comply with the terms and conditions of this Agreement and any applicable Figgro policies. You acknowledge that you remain liable for the acts and omissions of any third party that you allow, enable, or otherwise provide access to the Services or Software, whether or not such access was expressly permitted by Figgro.
   • 3.2 Violations by End Users or Third Parties.
   • Figgro assumes no responsibility or liability for violations of this Agreement by End Users or any other third party that you allow, direct, or enable to access the Services or Software. If you become aware of any violation of this Agreement in connection with use of the Services or Software by any person, you must contact Figgro at hello@figgro.com
   • 3.3 Liability for Content and Data.
   • Under no circumstances will Figgro be liable in any way for any data or other content viewed while using the Services, including any errors or omissions in any such data or other content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or other content.
   • 3.4 Investigation of Use.
   • Figgro may investigate any complaints and violations that come to our attention and may take any action, in its sole discretion, including issuing warnings, suspending or disconnecting the Services or Software, removing the applicable data or other content, terminating accounts or End User profiles, or taking other reasonable actions in its sole discretion.
4. SYSTEM REQUIREMENTS; CHANGES
   • Your use of the Services and Software requires one or more compatible devices, Internet access, and certain third-party software, and you may be required to obtain updates or upgrades from time to time for Software or third-party software, which may result in additional costs to you. Because use of the Services and Software involves hardware, software, and Internet access, your ability to access and use the Services and Software may be affected by the performance of the foregoing. High-speed Internet access is recommended. You are solely responsible for any fees that may apply to your access to or use of the Services and Software, including fees for hardware, software, Internet access, or text messages. You agree that the foregoing requirements are your responsibility, and Figgro may, in its sole discretion, discontinue availability or compatibility of the Services or Software, on a particular operating system, device, or platform.
5. USE OF BETA SERVICES
   • If you use any beta services, products, or software offered or made available by Figgro, then you acknowledge that your use of the services, products, or software are governed by separate Beta Program Terms of Use and not by this Agreement.
6. PILOT PROGRAM
   • Figgro, in its discretion, may allow a Customer to participate in a pilot period for new features during which such Cusomter and Customer Users may be granted a Subscription, free of charge ("Pilot Period"). Figgro may renew, extend, shorten or otherwise modify the Pilot Term at its sole discretion, limit access or place any restrictions on any access of the service or feature at Figgro's sole discrection. During the Pilot Term, Figgro grants the Customer a licesnse to use and access the Service via on-line software solely for the purpose of tesing and evaluating the Service. This license is limited, revocable, non-transferable, non-sublicenseable and subject to this Agreement. Customer may not release to any third party the results of any evaluation of the Products and Services performed by or on behalf of Customer for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes without the prior written approval of Figgro.
7. PROHIBITED USES AND RESPONSIBILITIES
   • 7.1 Prohibited uses.
   • You agree that you will not, and will not permit any End Users to, directly or indirectly: (i)modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Services or Software, including any source code, process, data set or database, management tool, development tool, server or hosting site; (ii) knowingly or negligently use the Services or Software in a way that abuses, interferes with, or disrupts Figgro's networks, your account, Host rights, or any other user rights, or the Services; (iii) engage in activity that is illegal under applicable Law, fraudulent, false, or misleading; (iv) transmit through the Services or Software any material that may infringe, misappropriate, or violate the Proprietary Rights of third parties; (v) build or benchmark a competitive product or service, or copy any features, functions, or graphics of the Services or Software; (vi) use the Services or Software for the development, production, or marketing of a service or product substantially similar to the Services or Software; (vii) use the Services or Software to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would infringe or violate the Proprietary Rights of any party, or is otherwise unlawful, or would give rise to civil or criminal liability, under any applicable Law; (viii) upload or transmit any software, Customer Content, or code that does or is intended to harm, disable, destroy, or adversely affect performance of the Services or Software in any way or which does or is intended to harm or extract information or data from other hardware, software, networks, or other users of the Services or Software; (ix) engage in any activity or use the Services, Software, or your account in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, Software, or any servers or networks connected to the Services or Figgro security systems; (x) use the Services or Software in violation of any Figgro policy or in a manner that violates applicable Law, including anti-spam, import and export control, intellectual property, privacy, anti-terrorism, anti-bribery, foreign corrupt practices, and any other Laws requiring the consent of subjects of audio and video recordings; (xi) remove, delete, alter, or obscure any Proprietary Rights notices provided on or with the Services or Software, including any copy thereof; (xii) make, use, or offer the Services or Software for lease, rent, or sale, or reproduce, resell, distribute, publish, display, assign, transfer, sublicense, lend, use on a timeshare or service bureau basis, or use the Services or Software for any commercial or other purpose that is not expressly permitted by this Agreement; or (xiii) make available the Services or Software, or any features or functionality thereof, to any third party for any reason or by any manner, unless expressly permitted by this Agreement or otherwise expressly agreed to in writing by you and Figgro.
   • 7.2 Export Restrictions.
   • Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items" and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
   • 7.3 Compliance with law; Indeminity.
   • Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Figgro's standard published policies then in effect (the "Policy") and all applicable laws and regulations. [Customer hereby agrees to indemnify and hold harmless Figgro against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services.
   • 7.4 Monitoring.
   • Although Figgro has no obligation to monitor Customer's use of the Services, Figgro may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
   • 7.5 Additonal Equipment.
   • Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.
8. COMPLAINCE WITH LAWS
   • You are solely responsible for your and your End Users' compliance with all Laws that apply to your and your End Users' access to and use of the Services and Software, including Laws requiring you to provide proper End User notifications and to obtain proper End User consents, which may be necessary to allow Figgro and Figgro's authorized third parties to access, use, and share Customer Content. You shall comply with, and ensure that all End Users comply with, all applicable Laws in connection with your obligations under this Agreement, including access to and use of the Services and Software.
9. MARKETING
   • You grant Figgro permission and the right to (i) identify you as a customer and to use your logo across Figgro marketing materials (e.g., the Figgro Website, emails, presentations, brochures), and (ii) develop content around your experience as a Figgro customer (e.g., a written case study or video case study). Any content created under the foregoing clause (ii) of this Section 9 will be created in cooperation with you and used only upon your written approval. Figgro will use any trademarks provided by you pursuant to clause (i) of this Section 9 in accordance with any reasonable brand guidelines that you provide to us in writing prior to our use. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Figgro to serve as a reference account upon request.
10. ELIGIBILITY
    • You affirm that you are of legal age to enter into this Agreement and to use the Services and Software. You affirm that you are otherwise fully able and competent to enter into and abide by the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. Your access may be terminated without warning if it comes to our attention that you are under the legal age to enter into this Agreement or are otherwise ineligible to enter into this Agreement or to use the Services and Software.
11. CONFIDENTIALITY; PROPRIETARY RIGHTS
    • 11.1 Diclosures.
    • Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Figgro includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Figgro to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
    • 11.2 Customer Data.
    • Customer shall own all right, title and interest in and to the Customer Data[, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services]
    • 11.3 Rights.
    • Figgro shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
    • 11.4 Perfomance.
    • Notwithstanding anything to the contrary, Figgro shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Figgro will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Figgro offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.] No rights or licenses are granted except as expressly set forth herein.
12. PAYMENT OF FEES
    • 12.1 Charges.
    • Customer will pay Figgro the then applicable fees described in the SLA for the Services and Implementation Services in accordance with the terms therein (the "Fees"). If Customer's use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Figgro reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Figgro has billed Customer incorrectly, Customer must contact Figgro no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Figgro's customer support department.
    • 12.2 Invoice.
    • Figgro may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Figgro thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Figgro's net income.
    • 12.3 Outstanding Balance; Late Payment.
    • Without limiting our rights in any other section of this Agreement, , if any failure to pay Charges continues for five (5) calendar days following the due date, Figgro may terminate, suspend, or disconnect your Services immediately and without prior notice. You further acknowledge that Figgro is not required to provide any new Services set forth in an Order Form until all outstanding balances due and owing for existing Services are paid in full.
    • 12.4 Billing Communications.
    • You agree that Figgro may contact you via email or otherwise at any time with information relevant to your use of the Services, including billing communications, regardless of whether you have opted out of receiving marketing communications or notices.
    • 12.5 Withdrawal; Cooling-Off Period.
    • If under applicable Law you have a time period to terminate your Services based on a right of withdrawal, or a cooling-off period, you may request to terminate the affected Services in accordance with applicable Law and, if applicable, receive a pro rata refund of any prepaid and unused Charges. If the Services begin before any withdrawal or cooling-off period, or you fail to terminate your Services during the right of withdrawal or cooling-off period, then you acknowledge that you lose any termination rights under this Section 12.5. Nothing in this Section 12.5 is intended to limit or exclude any of your rights that cannot be limited or excluded under applicable Law.
    • 12.6 Changes to Pricing.
    • Figgro may change prices for the Services at any time, in its sole discretion. For changes to your Charges, Figgro will provide you with not less than (i) thirty (30) calendar days prior notice, or (ii) the time period prescribed by applicable Law (each, (i) and (ii), a "Rate Change Notice"). Unless prohibited by the terms of your Order Form, any changes to your Charges will be effective upon the commencement of your next Renewal Term or other date calculated in accordance with applicable Law. If you seek to terminate or modify the Services affected by a Rate Change Notice, then you must terminate or modify your affected Services within the applicable Rate Change Notice time period. If you do not terminate or modify the affected Services within the applicable Rate Change Notice time period, then you shall be deemed to have automatically accepted the change to your Charges, unless your affirmative, express consent to such change is required under applicable Law. If required by applicable Law, we will remind you of your termination and modification right, any applicable time-period, and the consequences of not terminating.
    • 12.7 Promotional Rates and Discounts.
    • Prices specified in an Order Form may include a promotional rate, discount, sale, or special offer, which may be temporary and may expire (i) per the terms of the offer, or (ii) upon the commencement of a Renewal Term. The expiration of the discount or promotional pricing may expire without additional notice to you, unless specified in an SLA or as required by applicable Law. Figgro reserves the right to discontinue or modify any promotion, discount, sale, or special offer in its sole discretion.
13. TERM AND TERMINATION
    • 13.1 Term; Automatic Renewal.
    • Each SLA will specify your Initial Subscription Term and any applicable Renewal Term for the Services. Unless your SLA expressly states otherwise or applicable Law prohibits automatic renewal, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the "Term"), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. In order to terminate or modify the affected Services, you must provide notice to Figgro, via the billing portal (if available for your account) or in an email to accounts@figgro.com, in accordance with the Renewal Notice Period. Any statutory rights you may have under the applicable Laws to terminate your Services at an earlier time during the Initial Subscription Term or any given Renewal Term remains unaffected by this clause, and, if required by applicable Law, we will send you a reminder notice prior to the commencement date of the Renewal Term (and in accordance with the notice periods specified in this Agreement or other such deadline set by applicable Law that may apply to you) reminding you of your right to terminate the affected Services and how to do so.
    • 13.2 Customer Termination.
    • In order to terminate or modify the affected Services, you must provide notice to Figgro, via the billing portal (if available for your account) or in an email to accounts@figgro.com. If you have subscribed to one or more Services for a specific term, such termination will be effective as to each such Service on the last day of the then-current term for each applicable Service, provided that you provide proper and timely notice pursuant to Section 13.2. You may terminate this Agreement by providing written notice of termination if Figgro has materially breached this Agreement and has not cured such material breach within thirty (30) business days of Figgro's receipt of your written notice of such breach. Your notice shall state the specific provision in this Agreement that you contend Figgro has breached and set forth in reasonable detail the facts and circumstances you allege provide the basis for such breach.
    • 13.3 Figgro Termination Rights and Suspension.
    • Notwithstanding anything to the contrary herein, if you fail to comply with any provision of this Agreement or any referenced policies, guides, notices, or statements, Figgro may (i) immediately suspend your access to the Services, or (ii) terminate this Agreement, effective immediately. If Figgro chooses to suspend your Services and the failure to comply continues, Figgro may exercise any or all of its termination rights in this Section 13.4 Additionally, Figgro may terminate this Agreement, for any reason or no reason, upon thirty (30) business days' advance notice.
    • 13.4 Effect of Termination or Suspension.
    • Upon any termination of this Agreement, you must cease any further use of the Services and Software, except for any access rights granted in Section 13.2. No expiration or termination of this Agreement will affect your obligation to pay all Charges that may have become due before such expiration or termination, including that Figgro may retain any Charges previously paid by you if this Agreement is terminated, unless prohibited by applicable Law. If your Services are suspended for your failure to comply with this Agreement, you will be liable for all Charges due and owing during the period of suspension.
    • 13.5 Deletion and Access to Customer Content After Termination.
    • For thirty (30) calendar days following expiration or termination of this Agreement, Figgro will provide you access to retrieve your Customer Content, after which time your Customer Content will be deleted according to applicable Law, this Agreement, and our regularly scheduled deletion protocols, policies, and procedures. All access during the period set forth in this Section 13.3 is provided to you subject to and governed by this Agreement.
14. THIRD PARTY PROPRIETARY RIGHTS
    • You agree to not, and to not permit any End User to, post, modify, distribute, or reproduce in any way in connection with your or your End Users' use of the Services or Software any copyrighted material, trademarks, or other proprietary material that may infringe, misappropriate, or otherwise violate another's Proprietary Rights without obtaining the prior written consent of the owner of the Proprietary Rights. You represent and warrant that you are either the author of all Customer Content to be provided under this Agreement or have obtained and hold all rights necessary to provide such Customer Content and receive all Customer Content in the form provided by Figgro, in connection with your or your End Users' use of the Services or Software. Figgro may deny access to the Services to any End User who is alleged to infringe another person's Proprietary Rights and may remove any stored Customer Content upon Figgro's receipt of notice by the Proprietary Rights owner (e.g., a takedown request). Without limiting the foregoing, if you believe that any of your Proprietary Rights have been infringed in connection with the Services, notify Figgro.
15. THIRD-PARTY INTEGRATIONS AND OFFERINGS
    • The Services or Software may interoperate, integrate, or be used in connection with third party offerings and services ("Third-Party Offerings"). Figgro is not responsible for, and Figgro hereby disclaims any liability for, any act or omission of any provider of Third-Party Offerings or the operation of any Third-Party Offerings, including access to, modification of, or deletion of data, regardless of whether Figgro or a Service endorses, approves, or supports any such Third-Party Offerings. Figgro does not guarantee the interoperation, integration, or support of any Third-Party Offerings. Figgro may, at any time, in its sole discretion, modify the Services or Software, which may result in the failed interoperation, integration, or support of Third-Party Offerings. You have sole discretion whether to purchase or connect to any Third-Party Offerings, and your use of any Third-Party Offering is governed solely by the terms of such Third-Party Offerings.
16. WARRANTY AND DISCLAIMER
    • Figgro shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Figgro or by third-party providers, or because of other causes beyond Figgro's reasonable control, but Figgro shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Figgro does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS" AND FIGGRO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
17. INDEMNITY
    • To the extent not prohibited by applicable Law, you agree to indemnify, defend, and hold Figgro and its affiliates and each of our licensors and suppliers ("Indemnified Parties") harmless, including any officers, directors, employees, shareholders, members, consultants, and agents of the Indemnified Parties, from any third party allegation, claim, proceeding, liability, damage, or cost (including reasonable attorneys' fees) arising out of or related to (i) your or your End User's use of the Services or Software, (ii) your or your End User's breach of this Agreement or violation of applicable Law, (iii) your or your End User's infringement or violation of any Proprietary Rights or other right of any person or entity, (iv) your relationship with your End User or any dispute between you and your End User, or (v) a personal injury or property damage to a third party relating to your or your End User's acts or omissions
18. LIMITATION OF LIABILITY FIGGRO AND ITS AFFILIATES AND EACH OF THEIR LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY:
    • - SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
    • - LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF BUSINESS OPPORTUNITY;
    • - UNAUTHORIZED ACCESS TO, LOSS OF, DELETION OF, OR ALTERATION OF SYSTEM DATA, CUSTOMER CONTENT, OR CUSTOMER DATA;
    • - COSTS RELATED TO THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
    • - TERMINATION, SUSPENSION, DISCONTINUANCE, OR DISCONNECTION OF THE SERVICES;
    • - A FAILURE OF YOUR INTERNET SERVICES, DOWNTIME, OR MAINTENANCE;
    • - OUR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES; OR DAMAGES, IN THE AGGREGATE FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEEDING THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS.
    • THESE EXCLUSION OF DAMAGES AND LIMITATIONS ON AVAILABLE DAMAGES APPLY TO ALL CLAIMS, OBLIGATIONS, AND LIABILITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), STATUTE, CONTRACT, OR ANY OTHER LEGAL THEORY, EVEN IF FIGGRO, ITS AFFILIATES, OR OUR LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY BE INCURRED BY YOU AND EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OF DAMAGES OR LIMITATIONS ON LIABILITY, THE ABOVE LIMITATION ONLY APPLIES TO YOU TO THE EXTENT THAT THE EXCLUSIONS OF DAMAGES OR LIMITATIONS ON LIABILITY ARE NOT PROHIBITED UNDER APPLICABLE LAW.
19. MISCELLANEOUS
    • 19.1 Severability.
    • If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement are not affected or impaired in any way. You and Figgro intend that any invalid, illegal, or unenforceable portions of this Agreement will be interpreted to provide the greatest effect and intent of the original. If a construction of the invalid, illegal, or unenforceable portion is not possible, the invalid, illegal, or unenforceable portion will be severed from this Agreement and the rest of this Agreement will remain in full force and effect.
    • 19.2 Survival.
    • All sections of this Agreement which, by their nature should survive termination or expiration, will survive, including sections pertaining to confidential information, Figgro's Proprietary Rights, license rights granted by you to Figgro, payment obligations, warranty disclaimers, indemnification, arbitration, and the limitation on liability.
    • 19.3 Waiver.
    • Figgro's failure to exercise any right or enforce any condition or provision under this Agreement does not operate as a current or future waiver. For any waiver to be effective against us, the waiver must be in a writing signed by Figgro's duly authorized representative.
    • 19.4 Interpretation.
    • Any heading, caption, or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural and vice versa, where appropriate and unless otherwise specified. Any use of the term "e.g." or "including" or variations thereof in this Agreement will be construed as if followed by the phrase "without limitation."
    • 19.5 Assignment: Successors & Assisgns.
    • This Agreement is not assignable, transferable or sublicensable by Customer except with Figgro's prior written consent. We may assign our rights or transfer any or all of our obligations under this Agreement at any time, without prior notice to you, (i) in the event of a merger, acquisition, or sale of all or substantially all of our assets, or (ii) to our affiliate. This Agreement is binding upon, and inures to the benefit of, the parties and their respective permitted successors and assigns.
    • 19.6 Modifications.
    • This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
    • 19.7 No Agency Relationship.
    • No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Figgro in any respect whatsoever.
    • 19.8 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.
    • 19.9 Notice Requirements.
    • We may give notice to you by (i) electronic mail to your email address on record in your account information, (ii) written communication sent by letter delivered by a nationally recognized overnight delivery service, or (iii) first-class postage prepaid mail to your address on record in your account information. You are responsible for ensuring that your email address and property address on record are current. You agree that any notice sent to the then-current email or property address in our systems is adequate and binding notice upon you. You will provide notice to us (such notice is deemed given when received by Figgro) by letter delivered by a nationally recognized overnight delivery service or first-class postage prepaid mail to Figgro at "Attention Legal Dept., Figgro LLC., 2901 S. Michigan Ave. Ste 608, Chicago, IL 60616."
    • 19.10 No Third-Party Rights or Remedies.
    • This Agreement does not and is not intended to confer any enforceable rights or remedies upon any person other than Figgro and you.
    • 19.11 Governing Law; Jurisdiction; and Venue.
    • This Agreement shall be governed by the laws of the State of Illinois without regard to its conflict of laws provisions.
20. DEFINITIONS

    The following definitions apply to this Agreement.

    • "Customer Data" means information provided to Figgro so that Figgro can fulfill the terms of this Agreement and provide access to the.
    • "End User" means a Host or Participant who uses the Services.
    • "Initial Subscription Term" means the initial subscription term for a Service as specified in an SLA.
    • "Law" means all U.S. or non-U.S. national, regional, state, provincial or local law, statute, rule, regulation, ordinance, administrative ruling, judgment, decree, order, directive, or policy applicable to Figgro's provision of and your use of the Services or Software.
    • "Proprietary Rights" means any copyright, patent, trade secret, know-how, trademark, servicemark, trade name, rights of publicity, or other intellectual property or proprietary rights.
    • "Renewal Term" means the renewal subscription term for a Service commencing after the Initial Subscription Term or another Renewal Term as specified in the SLA.
    • "Services" means (i) any services described in the SLA and made available to you as set forth in the SLA that references this Agreement, (ii) any free services provided by Figgro to you, in its sole discretion, in connection with this Agreement and whether or not described in the SLA, (iii) any support services provided by Figgro to you in accordance with our then-current Documentation, and (iv) the Figgro Website, including any access to or use of the Figgro Web-based Application.
    • "Figgro Web-based Application" means Figgro's web client available through the Figgro Website that allows you and End Users to join a Meeting in a web browser without downloading any plugins or software.
    • "Figgro Website" means Figgro's website located at figgro.com or such other website as Figgro may maintain from time to time.
    • "Figgro App" means Figgro's app which is downloaded via Google Store or Apple or such other wapps as Figgro may maintain from time to time.