This legal agreement ("Agreement") is between you ("Customer" or "you") and the contracting entities listed at https://www.fullingway.com/ ("Fullingway", "KEYNICE", "us", or "we"). By accepting these Terms of Service ("Terms"), signing an order, or using the services, you affirm that you are legally competent to enter into this Agreement, and you have the authority to bind the Customer to this Agreement, which includes the Order, these Terms, and the "Service Descriptions" available at https://www.fullingway.com/.
1. **Access and Use of Services** § 1.1. **Right to Use Services**. You are authorized to use the Services as per the defined use levels, which determine our pricing and offerings as detailed on our websites, your Order, or the Service Descriptions. This limited right is granted solely for business and professional purposes. You also agree to adhere to our Privacy Policy, incorporated here by reference. § 1.2. **Limitations on Use**. You, your users, and attendees are prohibited from modifying, reverse engineering, or creating derivative works of the Services; using the Services in a manner that disrupts our networks or services; transmitting unlawful or fraudulent material through the Services; reselling the Services; violating any applicable laws or regulations; or infringing on intellectual property or other rights of third parties. § 1.3. **Changes to Services**. We reserve the right to modify, enhance, or upgrade the Services, ensuring that such changes do not materially reduce the core functionality described in the Service Descriptions without prior notice. § 1.4. **Proprietary Rights**. All rights, title, and interest in the Services and Fullingway Marks remain with us or our licensors. You are prohibited from using or registering any trademark or domain name that includes any Fullingway Marks or is similar to them.
2. **Orders, Fees, and Payment** § 2.1. **Orders**. Services must be ordered through our current ordering processes, and each Order is deemed independent. Orders become effective upon the earliest of submission or the date indicated on the Order. § 2.2. **Fees and Payment**. You agree to pay all applicable fees as specified in the invoice. Payments are non-refundable except as specified in the Service Descriptions or Section 3.3. You are also responsible for charges imposed by your telecommunications providers. § 2.3. **Sales and Promotions**. Any sales or promotional pricing is temporary and subject to change upon renewal of your subscription. § 2.4. **Disputes and Delinquent Accounts**. Disputes about fees must be reported within 15 days of the invoice date. We may suspend or terminate Services for non-payment of undisputed fees. § 2.5. **Taxes and Withholding**. You are responsible for all applicable taxes and fees related to the Services, excluding taxes based on our net income.
3. **Term and Termination** § 3.1. **Term**. The initial term of Service begins on the Effective Date and continues as specified in the Order. Services automatically renew unless non-renewal is requested at least 30 days before the term expires. § 3.2. **Termination for Cause**. Either party may terminate the Agreement for material breach if the breach is not cured within 30 days of written notice, or immediately under certain conditions such as insolvency. § 3.3. **Effect of Termination**. Upon termination, you must cease using the Services, and we may convert your account to a free version at our discretion. We are not liable for damages resulting from termination. § 3.4. **Survival**. Certain provisions will survive the termination of this Agreement, including obligations related to orders, fees, and indemnification.
4. **Your Content and Accounts** § 4.1. **Your Content**. You retain rights to your content ("Content"), which we may use to provide and operate the Services. You warrant that your Content does not infringe on third-party rights. § 4.2. **Your Accounts**. You are responsible for all activity under your account and for ensuring compliance with applicable laws regarding the collection and processing of Content.
5. **Compliance with Laws**. Both parties will comply with all applicable laws in connection with the use of the Services.
6. **Warranties**. We warrant that the Services will perform as described under normal use. All other warranties are expressly disclaimed.
7. **Indemnification**. You will defend and indemnify us against claims related to your use of the Services or Content that infringes on third-party rights.
8. **Limitation on Liability**. Liability for indirect damages is excluded to the extent permitted by law. Our total liability is limited to the fees paid for the Services during the 12 months preceding the claim.
9. **Additional Terms**. This section includes terms for data processing, trial services, third-party services, and beta services, among others.
This Agreement outlines the terms under which you agree to use the Services and the limitations of liability associated with their use.
