FARADAY TERMS OF SERVICE

Date of Last Revision: September 1st, 2024

These Faraday Terms of Service (the “Terms”) are agreed and accepted by the parties as of the date (the “Effective Date”) that the first Order Form (as defined below) expressly incorporating these Terms is signed by Faraday, Inc. (“Faraday”) and the client identified in such Order Form (“Client”). Client is purchasing from Faraday a subscription to use one or more Faraday Products (defined herein), on the terms and conditions set forth herein. The Agreement (as defined herein) establishes the terms and conditions for Client’s subscription to the Faraday Product(s) and Support identified in the applicable Order Form. Capitalized terms used in these Terms and not otherwise defined herein shall have the meanings given in Section 26.

1. Subscriptions. Subject to the terms and conditions of the Agreement, including full payment of all fees and other amounts owed to Faraday, during the term of Client’s subscription to a Faraday Product, Client is permitted to use such Faraday Product. Faraday Products will be hosted by Faraday or a third-party hosting provider and will not be provided to or installed by Client. Each Faraday Product subscription includes the Support specified in the applicable Order Form. For the avoidance of doubt, Faraday will not be required to provide any Support or other services, except as expressly set forth in an Order Form.  
2. Accounts and Registration. To access most features of a Faraday Product, Client must register for an account with Faraday. Client is solely responsible for maintaining the confidentiality of Client’s account and password(s), and agrees to accept responsibility for all activities that occur under Client’s account, including by any Authorized Users. If Client has reason to believe that Client’s account is no longer secure, then Client will immediately notify Faraday at support@faraday.io.
3. Payment. Client will pay Faraday the fees set forth in the Agreement including, without limitation, the fees set forth in each Order Form, in accordance with this Section 3. All fees are in U.S. Dollars and are non-refundable except as otherwise expressly set forth in the Agreement. Unless otherwise provided in the applicable Order Form, (i) all fees will be due and payable within thirty (30) days of Client’s receipt of an invoice from Faraday, (ii) recurring fees for Faraday Product subscriptions will be invoiced annually, in advance, and (iii) usage fees for Faraday Product subscriptions will be invoiced monthly, in arrears. Any amounts not paid when due shall be subject to a late fee equal to the lesser of one and one-half percent (1.5%) per month or the highest amount permitted by applicable law. If Client fails to pay any amounts when due, in addition to any other rights and remedies available to Faraday, Faraday also reserves the right to immediately suspend its performance of and/or Client’s use of or access to any Faraday Product(s), Support or Materials until all payments are brought current without incurring any obligation or liability to Client or any other person by reason of such action. Client will also promptly reimburse Faraday for all reasonable costs and expenses incurred by Faraday in collecting any past due fees or any late fees, including, without limitation, attorneys’ fees, court costs, and collection agency fees. All amounts payable by Client under the Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental or regulatory authority on any amounts payable by Client hereunder, other than taxes imposed on Faraday’s net income. Faraday may change the fees for any renewal term of an Order Form by providing Client with written notice of such change at least sixty (60) days prior to the start of the applicable renewal term. If Client does not agree to the change in fees, Client may terminate the Order Form to which the change applies, effective as of the expiration of the then-current term of such Order Form, by providing Faraday with written notice of termination within thirty (30) days of Client’s receipt of notice of the change.
4. Authorized Users; Limitations.  

1. Authorized Users. The Faraday Product(s) may be accessed only by Client’s employees and by Client’s authorized agents who have agreed in writing to be bound by the terms and conditions of the Agreement, in each case, who Client has authorized to use the Faraday Product(s) (collectively, “Authorized Users”). Client shall be solely responsible for the actions and inactions of Client’s Authorized Users.
2. Limitations. The Faraday Product(s), Support and Materials may be used solely (i) by Client’s Authorized Users, (ii) for Client’s internal business purposes, and (iii) for assisting Client in improving customer acquisition, engagement and retention in connection with products and services sold directly by Client. Client hereby represents and warrants that neither Client nor Client’s Authorized Users will utilize any Faraday Product(s), Support or Materials, including any data, analytical results or content provided by any Faraday Product(s), Support or Materials on behalf or for the benefit of any third party without the prior written consent of Faraday. Client’s right to use the Faraday Product(s) and Materials is limited as described in the Agreement, including any Order Form, and Client shall not use any Faraday Product(s) or Materials in excess of any such limitation. Faraday may monitor and collect data regarding usage of the Faraday Product(s), Support and Materials to confirm compliance with the Agreement, including any applicable limitations, or for product or service quality control, development or enhancement. Faraday shall not be required to provide any Faraday Product(s), Support or Materials except as expressly set forth in an Order Form. If an Order Form specifies that a subscription to a Faraday Product includes data appends, then (a) Client’s access to and use of such data appends shall be subject to the additional terms relating to such data appends available at https://faraday.ai/legal/appendterms (the “Data Append Terms”), and (b) the Data Append Terms are hereby incorporated by reference into, and made a part of, these Terms.

5. Client Data

1. Client Data Ownership. Certain features of the Faraday Product(s) may permit users to upload Client Data to the Faraday Product(s). Title to and ownership of Client Data and all rights therein (including without limitation, all intellectual property rights therein) shall, as between Faraday and Client, be the exclusive property of Client, provided that Client hereby grants Faraday all rights and permissions in or relating to Client Data as are reasonably necessary for Faraday to use, process, distribute and display the Client Data as contemplated by the Agreement.
2. Client Data Use. Faraday agrees to collect, store, use, or otherwise process Client Data solely to provide the Faraday Product(s), Support and Materials to and at the direction of Client. In addition, Faraday may use Client Data to create de-identified or aggregate data for the purposes of aggregating with other data to calculate, model, and analyze trends, events, costs, and outcomes in connection with the Faraday Product(s), Support and Materials, to the extent not prohibited by applicable law.
3. Client Personal Data. Faraday’s Data Processing Addendum, available at https://faraday.ai/legal/dpa (the “Data Processing Addendum”), describes certain data processing obligations with respect to Client Personal Data (as such term is defined in the Data Processing Addendum). Faraday and Client agree to the Data Processing Addendum, which is hereby incorporated by reference into, and made a part of, these Terms.

4. Client Data Representations and Warranties. By using Client Data with any Faraday Product or otherwise providing Client Data to Faraday, Client affirms, represents, and warrants that:

a.        Client’s acquisition and use of Client Data in connection with the Faraday Product(s) and Support complies with all appliable local, state, national and international laws, and Client is the creator and owner of, or else has all necessary licenses, rights, consents, and permissions, to use and to authorize Faraday to use, process, distribute and display the Client Data in the manner contemplated by the Agreement, including to use, process, distribute and display the Client Data to provide the Faraday Product(s) and Support; and

b.        Client Data, and the use of Client Data as contemplated in the Agreement, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) cause Faraday to violate any appliable local, state, national or international law.

5. Client Data Removal. Faraday may, at any time and without prior notice, screen, remove, edit, or block any Client Data that, in Faraday’s sole judgment, violates the Agreement, or that is inaccurate, outdated, or otherwise objectionable. If Faraday is notified that Client Data allegedly does not conform to the Agreement, including any notice under the Digital Millennium Copyright Act (DMCA), Faraday may investigate the allegation and determine, in Faraday’s sole discretion, what action to take, which may include terminating accounts of repeat infringers and/or removing Client Data from use with the Faraday Product(s) and Support, which Faraday reserves the right to do at any time and without notice.

6. Prohibited Conduct. Client agrees not to:

1. use any Faraday Product, Support or Materials for any illegal purpose or in violation of any local, state, national, or international law;
2. use any Faraday Product, Support or Materials to violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
3. post, upload, or distribute any Client Data or other content to any Faraday Product that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, pornographic, harassing, threatening, hateful, or otherwise inappropriate;
4. use any Faraday Product, Support or Materials, or any consumer data provided by Faraday: (a) as a factor in establishing an individual’s eligibility for credit or insurance; (b) in evaluating an individual for employment purposes; (c) in connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority; (d) in a way that would cause the consumer data provided by Faraday to constitute a “consumer report” under the Fair Credit Reporting Act; (e) in any other manner that would cause such use of any Faraday Product, Support or Materials or any consumer data provided by Faraday to be construed as a consumer report by any authority having jurisdiction over any of the parties; or (f) other than in accordance with applicable local, state, national or international law;
5. use any Faraday Product, Support or Materials, or any consumer data provided by Faraday for the transmission of “junk mail”, “spam”, “chain letters”, “phishing” or unsolicited mass distribution of email;
6. interfere with security-related features of any Faraday Product, Support or Materials, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering, disassembling, decompiling or otherwise attempting to discover the source code of any portion of any Faraday Product, Support or Materials, except to the extent that the activity is expressly permitted by applicable law;
7. interfere with the operation of any Faraday Product or any user’s enjoyment of any Faraday Product, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of any Faraday Product; (c) attempting to collect, personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide any Faraday Product, or violating any regulation, policy, or procedure of any network, equipment, or server;
8. perform any fraudulent activity, including impersonating any person or entity, claiming a false affiliation, accessing any Faraday Product account without permission, or falsifying age or date of birth information;
9. sell or otherwise transfer the access granted under the Agreement to any Faraday Product, Support or Materials or any right or ability to view, access, use or benefit from any Faraday Product, Support or Materials;
10. use any Faraday Product, Support or Materials to create or assist any third party in creating a product or service that is competitive with any Faraday Product; or
11. attempt to do any of the acts described in this Section 6, or assist or permit any person in engaging in any of the acts described in this Section 6.

7. Third-Party Services and Linked Accounts.

1. Faraday may provide tools through the Faraday Product(s) or Support that enable Client to export information, including Client Data and content, to third-party services. By using one of these tools, Client agrees that Faraday may (and represents that Client is authorized to allow Faraday to), transfer that information to the applicable third-party service. Third-party services are not under Faraday’s control, and Faraday is not responsible for any third-party service’s use of Client’s exported information.
2. The Faraday Product(s) and Support may also contain links to third-party websites. Linked websites are not under Faraday’s control, and Faraday is not responsible for their content.  
3. Faraday may allow Client to link Client’s account(s) on the Faraday Product(s) to accounts Client controls or has access to on certain third-party services, such as LinkedIn or Facebook (“Linked Accounts”). If Client links Client’s account on any Faraday Product to a Linked Account, Client is authorizing, and represents that Client has the requisite rights to and permission to so authorize, Faraday to store and use Client’s access credentials to access Linked Accounts on Client’s behalf as Client’s agent to integrate Client’s experience with the Faraday Product(s) with content, information, and features available through Linked Accounts. This may include transmission, storage, and retrieval of documents from Linked Accounts. Linking, accessing or using a third-party service through any Faraday Product in this manner may be subject to additional terms and policies established by the applicable third-party service, and it is Client’s sole responsibility to ensure that Client has a valid and continuing right to use Linked Accounts, and that Client complies with such third-party service terms and policies.  

8. Term. The term of the Agreement shall commence on the Effective Date and continue until terminated as provided herein. If an Order Form is for any Faraday Product subscription or any optional addition thereto, then, unless otherwise set forth in the Order Form, (i) the initial term of the Order Form shall begin on the date of the Order Form is signed by Client and Faraday and continue for a period of twelve (12) months, and (ii) such Order Form shall then automatically renew for additional, successive twelve (12) month terms unless either party provides the other party with written notice of its intent not to renew at least sixty (60) days prior to the expiration of the then-current term. For the avoidance of doubt, Client’s subscription to a Faraday Product shall terminate immediately upon the expiration or termination of the Order Form for such Faraday Product subscription.  
9. Termination.

1. If either party fails to cure a material breach of any provision of the Agreement within thirty (30) days of receipt of written notice from the other party describing the breach, then the non-breaching party may terminate the Agreement (including all Order Forms) upon written notice to the breaching party. In addition, if Client violates any provision of the Agreement, Faraday may immediately suspend Faraday’s performance of and/or Client’s access to any Faraday Product, Support or Materials without incurring any obligation or liability to Client or any other person by reason of such action. The Agreement shall automatically terminate upon the expiration or termination or all Order Forms.  
2. In the event of any expiration or termination of the Agreement for any reason: (i) all rights granted to Client under the Agreement (including all Order Forms) shall immediately terminate, including without limitation, Client’s right to access and/or use any Faraday Product(s) and Materials and to receive any Support, and (ii) Client shall promptly return to Faraday or destroy all Materials. Any provisions of the Agreement which by their nature or express terms should survive expiration or termination of the Agreement shall survive expiration or termination of the Agreement including, without limitation, Section 3 and Sections 5 through 26 of these Terms, and any Client payment obligations accruing prior to expiration or termination and any late fees accruing prior to or after expiration or termination.  

10. Ownership; Confidentiality.  

1. Faraday Products and Materials. The Faraday Products and Materials, including the specific design and structure of programs, and including screen shots, algorithms and user interfaces, are considered proprietary information, trade secrets or copyrighted materials and Confidential Information of Faraday. The Faraday Products and Materials may also include proprietary information or other information or property owned by third parties and licensed to Faraday for use or distribution as contemplated hereby. Title to and ownership of the Faraday Products and Materials and all rights therein (including, without limitation, all intellectual property rights therein) shall, as between Faraday and Client, be the exclusive property of Faraday. Client will not disclose the Materials to any third party other than Authorized Users without the express written consent of Faraday and will not make use of the Faraday Products or Materials for the benefit of any third party or for any purpose not expressly authorized in the Agreement. Faraday reserves all rights to the Faraday Products and Materials not expressly granted to Client in the Agreement.
2. Confidentiality. Each party agrees that it shall not disclose Confidential Information of the other party hereto to any third party or use such Confidential Information for any purpose other than its intended purpose or as permitted hereunder; provided, however, that (a) a party may disclose the Confidential Information of the other party to its officers, employees, contractors, vendors, advisors, representatives and agents in connection with the Agreement who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in the Agreement; and (b) a party may make any disclosure that such party reasonably believes is required by law or regulation if the disclosing party notifies the other party in advance of such disclosure (to the extent legally permitted) and takes reasonable steps to minimize such disclosure and to allow the other party to do the same. Each party shall implement reasonable security measures designed to protect the Confidential Information of the other party from unauthorized disclosure or use that are at least as protective of such Confidential Information as the measures used to protect its own Confidential Information. Because the unauthorized use, transfer or dissemination of any Confidential Information may substantially diminish its value and irreparably harm a party, if the other party breaches this Section 10.2, the first party shall, without limiting its other rights or remedies, be entitled to seek equitable relief, including but not limited to injunctive relief.

11. Indemnification

1. Client Indemnity. Client will defend the Faraday Entities and indemnify them against Indemnified Liabilities in any Third-Party Proceeding against any Faraday Entity to the extent arising from Client’s or any Authorized User’s violation of Section 4.2 (Limitations), Section 5.4 (Client Data Representations and Warranties) or Section 6 (Prohibited Conduct).
2. Faraday Indemnity. Faraday will defend Client and indemnify Client against Indemnified Liabilities in any Third-Party Proceeding against Client to the extent arising from an allegation that a Faraday Product, as used by Client in accordance with the Agreement, infringes the third party’s United States patent or copyright or violates the third party’s trade secret rights (each an “Infringement Claim”).
3. Indemnification Procedures. Sections 11.1 (Client Indemnity) and 11.2 (Faraday Indemnity) are conditioned on the following:

(a) any indemnified party must promptly notify the indemnifying party in writing of the Third-Party Proceeding and cooperate reasonably with the indemnifying party to resolve the Third-Party Proceeding. A failure to notify the indemnifying party in compliance with this Section 11.3(a) does not relieve the indemnifying party of its obligations hereunder; except to the extent the indemnifying party is actually prejudiced by the delay.    

(b) any indemnified party must tender sole control of the indemnified portion of the Third-Party Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense and (ii) except in the case of an Infringement Claim, any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

4. Infringement Cures. Following notice of any Infringement Claim, or if Faraday believes such a claim is likely, Faraday will, at its sole expense and option: (i) procure for Client the right to continue to use the allegedly infringing Faraday Product or portion thereof; (ii) replace or modify the allegedly infringing Faraday Product or portion thereof; or (iii) terminate Client’s right to use the allegedly infringing Faraday Product or portion thereof and refund any fees prepaid by Client to Faraday for use of the terminated Faraday Product or portion thereof for time periods after the date of termination.    
5. Limitation. Faraday assumes no liability, and shall have no liability for any Infringement Claim to the extent the underlying allegation arises from: (i) Client’s breach of the Agreement, (ii) Client’s use of any Faraday Product or portion thereof after notice that Client should cease use of such Faraday Product or portion thereof due to an Infringement Claim; (iii) any modification of any Faraday Product or portion thereof by Client or at its direction; or (iv) Client’s combination of any Faraday Product with any programs, data (including any Client Data), software, hardware, business processes or other materials not specifically provided by Faraday, if such Infringement Claim would have been avoided by the exclusive use of the Faraday Product alone. THIS SECTION 11 STATES CLIENT’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY INFRINGEMENT CLAIM.  

12. Disclaimers; No Warranties

THE FARADAY PRODUCTS, SUPPORT, AND MATERIALS, AND ALL DATA, ANALYTICAL RESULTS AND CONTENT AVAILABLE THROUGH THE FARADAY PRODUCTS AND SUPPORT ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND. THE FARADAY ENTITIES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE FARADAY PRODUCTS, SUPPORT AND MATERIALS, AND ALL DATA, ANALYTICAL RESULTS AND CONTENT AVAILABLE THROUGH THE FARADAY PRODUCTS AND SUPPORT, INCLUDING, WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, THE FARADAY ENTITIES MAKE NO WARRANTY OF ANY KIND THAT THE FARADAY PRODUCTS, SUPPORT OR MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL COMPONENTS, OR ERROR FREE. CLIENT DATA AND ANY DATA, ANALYTICAL RESULTS AND CONTENT AVAILABLE THROUGH THE FARADAY PRODUCTS OR SUPPORT MAY BE LOST IN CONNECTION WITH USE OF THE FARADAY PRODUCTS OR SUPPORT. THE FARADAY ENTITIES MAKE NO WARRANTY AS TO THE ACCURACY OF ANY DATA, ANALYTICAL RESULTS OR CONTENT MADE AVAILABLE THROUGH THE FARADAY PRODUCTS OR SUPPORT AND DISCLAIM ANY ENHANCED ABILITY TO VERIFY THAT ANY SUCH DATA, ANALYTICAL RESULTS OR CONTENT ARE UP-TO-DATE.

13. Limitation of Liability

IN NO EVENT SHALL THE FARADAY ENTITIES HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY OTHER INTANGIBLE LOSSES OR DAMAGES, OR (B) ANY LOST REVENUE, BUSINESS OR PROFIT, LOSS OF OR DAMAGE TO REPUTATION, GOODWILL OR SIMILAR LOSSES, ANY LOSS, CORRUPTION OR DAMAGE TO SOFTWARE, DATA OR INFORMATION (IN EACH CASE, WHETHER DIRECT OR INDIRECT), HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY FARADAY ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE FARADAY ENTITIES ARISING OUT OF OR RELATING TO THE AGREEMENT, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EXCEED THE GREATER OF: (A) THE AMOUNT PAID BY CLIENT TO FARADAY FOR ACCESS TO AND USE OF THE FARADAY PRODUCTS IN THE 12 MONTHS PRIOR TO THE CLAIM; OR (B) $100.  

EACH PROVISION OF THE AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THE AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THE AGREEMENT. THE LIMITATIONS IN THIS SECTION 13 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. Privacy Policy. Faraday’s Privacy Policy, available at http://terms.faraday.io/, contains information relating to Faraday’s collection, use, storage and disclosure of Client’s personal information (the “Faraday Privacy Policy”). Client hereby agrees to the Faraday Privacy Policy, which is incorporated by this reference into, and made a part of, these Terms. Client consents to receiving certain electronic communications from Faraday, as further described in the Faraday Privacy Policy.
15. Notices. Unless otherwise provided in the Agreement, (i) notices to Client must be sent via email to the Client email notice address identified on the most recent Order Form, or to such other email address as Client may subsequently identify for receipt of notices in accordance with this Section 15, and (ii) notices to Faraday must be sent via email to legal@faraday.ai, or to such other email address as Faraday may subsequently identify for receipt of notices in accordance with this Section 15.  Notices sent before 5:00pm ET on a business day will be effective when sent. Notices sent after 5:00pm ET on a business day or on a day other than a business day will be effective on the following business day. A notice provided in accordance with this Section 15 will satisfy the requirement that a notice be “in writing” for purposes of the Agreement.  
16. Independent Contractors; Third-Party Beneficiaries. The relationship of Client and Faraday is that of independent contractors, and neither Client nor Faraday is an employee, agent, partner or joint venturer of the other. Except as set forth in Sections 11, 12 and 13 with respect to Faraday Entities, the Agreement is for the sole benefit of the parties and their respective successors and permitted assigns.
17. Governing Law and Jurisdiction. The Agreement shall be governed by and construed under the laws of the State of Vermont without regard to conflict of laws provisions. The federal and state courts located in the State of Vermont shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of the Agreement. Each party hereto expressly consents to the personal jurisdiction of such courts located in the State of Vermont and to service of process being effected upon it by certified mail, return receipt requested, sent to the physical notice address set forth on the most recent Order Form or such other physical address as may be identified by a party for receipt of such notice in a notice provided in accordance with Section 15. Judgement upon an award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award, as the case may be.  
18. Limitation on Claims. No action arising under or in connection with the Agreement may be brought by Client more than two (2) years after Client becomes aware of or should reasonably become aware of the occurrence of events giving rise to the cause of action.
19. Force Majeure. Faraday will be excused from any failure to perform or delay in performing caused by any acts of God, floods, fires, earthquakes, epidemics, pandemics, wars, invasions, hostilities (whether war is declared or not), terrorist threats or acts, riots or other civil unrest, government orders, laws, or actions, embargoes or blockades, national or regional emergencies, strikes, labor stoppages or slowdowns, or any circumstances beyond Faraday’s reasonable control.
20. Modifications.

1. Faraday reserves the right to modify any Faraday Product at any time (including by limiting or discontinuing certain features of the Faraday Product) without notice to Client, provided that, if such modification materially adversely effects Client’s ability to access or use the applicable Faraday Product, Client may provide Faraday with written notice of such material adverse effect, and Faraday will have thirty (30) days to mitigate this effect. If, at the end of such thirty (30) day mitigation period, Client is still materially adversely affected by the modification, Client may terminate the Agreement (including all Order Forms) by providing Faraday with written notice of such termination within thirty (30) days of the expiration of such thirty (30) day mitigation period.  
2. Faraday reserves the right to make changes to these Terms at any time. Unless otherwise agreed by the parties in writing, changes to these Terms will become effective on the effective date of an Order Form expressly incorporating the updated Terms. Faraday also reserves the right to make changes to the Data Processing Addendum and the Faraday Privacy Policy, as provided in the Data Processing Addendum and Faraday Privacy Policy, respectively.  

21. Entire Agreement; Amendments. The Agreement represents the entire and exclusive understanding and agreement between Client and Faraday regarding the subject matter of the Agreement and supersedes and overrides all prior agreements with respect to such subject matter, including without limitation, any confidentiality or non-disclosure agreements entered into by the parties in advance of the Agreement. If Client provides a purchase order or other documentation in connection with the Agreement it will not supersede or supplement the terms and conditions of the Agreement, and any such purchase order or documentation will be for administrative purpose only and will have no legal effect. Except as otherwise expressly set forth herein, any amendment to the Agreement must be in writing, signed by both parties, and expressly state that it amends the Agreement.
22. Conflicts. If there is any conflict between these Terms, the Data Processing Addendum, and other addenda to the Agreement (other than an Order Form), then the following order of precedence shall apply: the Data Processing Addendum, the Terms and any other addenda to the Agreement. If there is any conflict between the Order Form and any other aspect of the Agreement, the conflicting term in the Order Form shall control, but only with respect to the subject matter of that Order Form.  
23. Assignment. Client may not assign or transfer the Agreement or any of Client’s rights or obligations under the Agreement, in whole or in part, by operation of law or otherwise, without Faraday’s prior written consent, and any attempt to do so shall be null and void. Subject to the foregoing, the Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties.  
24. Severability; Waiver. If any part of the Agreement is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. The failure to require performance of any provision of the Agreement will not affect a party’s right to require performance at any other time after that, nor will a waiver by a party of any breach or default of the Agreement, or any provision of the Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself.
25. Miscellaneous. Use of section headers in the Agreement is for convenience only and will not have any impact on the interpretation of any provision. The Agreement may be executed in two or more counterparts (including via .pdf or electronic transmission), each of which will be deemed an original and all of which together will constitute one and the same instrument.
26. Definitions: Capitalized terms used in these Terms and not otherwise defined herein shall have the following respective meanings:

“Agreement” means these Terms and all exhibits, schedules, amendments, addenda, and Order Forms with respect hereto, including all terms and conditions incorporated into these Terms by reference.        

“Client Data” means information that is: (i) submitted, stored, posted, displayed, or otherwise transmitted by Client or Authorized Users to Faraday solely for the purpose of providing the Faraday Product(s) or Support to Client; and (ii) pertains to the sales, customers, or business of Client’s customers.

“Confidential Information” means all information of a confidential or proprietary nature obtained by one party from the other party in connection with the Agreement that (i) is identified by the disclosing party to the receiving party as confidential or proprietary or (ii) should reasonably be understood by the receiving party to be of a confidential or proprietary nature. However, the term “Confidential Information” shall not include information that (a) is independently derived by the receiving party without use of the other party’s Confidential Information, (b) is or becomes a matter of public knowledge through no fault of the receiving party, (c) is or was lawfully obtained by the receiving party from a third party that, to the knowledge of the receiving party, is under no obligation of confidentiality to the other party hereto, or (d) is aggregated and anonymized.

“Faraday Entities” means Faraday and its officers, directors, employees, consultants, affiliates, subsidiaries and agents.

“Faraday Product” means a product for which Client orders a subscription pursuant to an Order Form. A Faraday Product may be accessed via Faraday’s web site at faraday.io and may include Faraday’s related web sites, services, networks, embeddable widgets, downloadable software, and mobile applications (including tablet applications).

“Indemnified Liabilities” means any (i) settlement amounts approved by the indemnifying party, and (ii) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction.

“Materials” means, with respect to the Faraday Product(s), the visual interfaces, graphics, design, compilation, information, data, results, computer code (including source code or object code), software, services, and all other elements of the Faraday Product(s).

“Order Form” means an order form signed by the parties pursuant to which Client orders a subscription to any Faraday Product(s), any optional addition thereto or any related service, and including any amendments or additions thereto agreed to by the parties from time to time.  

“Support” means those support services expressly identified in the applicable Order Form.

“Third-Party Proceeding” means any claim, suit, action or proceeding brought by an unaffiliated third party.