Terms of Service

These Terms of Service (“Terms”) govern access to and use of the website, services, and any related software, platforms, or tools made available by FirstParty, Inc. (“Company,” “we,” “us,” or “our”). These Terms constitute a binding legal agreement between you, whether acting in an individual capacity or on behalf of an entity (“Client,” “you,” or “your”), and the Company.

 

By accessing or using the Site, Services, or Platform (each as defined below), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind such organization.

 

SCOPE OF SERVICES AND APPLICATION OF TERMS

The Company provides a combination of advisory, technical, and commercial services related to the evaluation, design, development, deployment, and operation of data-driven products and systems (the “Services”). In connection with these Services, the Company may also make available proprietary software, application programming interfaces (“APIs”), automation tools, and related technology, whether hosted by the Company or deployed within client-controlled environments (collectively, the “Platform”).

 

These Terms apply to your access to and use of:

• The Company’s website and any associated digital properties (the “Site”),

• The Services, and

• The Platform, including any updates, enhancements, or new features introduced over time.

 

Certain Services may be provided pursuant to separate written agreements, including statements of work, order forms, or subscription agreements (each, an “SOW”). In the event of any conflict between these Terms and an SOW, the terms of the SOW shall control solely with respect to the subject matter therein.

 

ELIGIBILITY AND PERMITTED USE

You may access and use the Site, Services, and Platform solely for lawful business purposes and in accordance with these Terms. You represent and warrant that you possess the legal capacity to enter into binding agreements and that your use will comply with all applicable laws, regulations, and industry standards.

 

You agree not to, and shall not permit any third party to:

• Access or use the Platform in a manner that interferes with its normal operation or security,

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Platform, except to the extent expressly permitted by law,

• Use the Services or Platform to develop a competing product or service,

• Introduce malicious code, vulnerabilities, or harmful data into the Company’s systems,

• Use automated tools or processes (including scraping or data extraction tools) without the Company’s prior written consent.

 

The Company reserves the right to suspend or restrict access where it reasonably determines that use of the Services or Platform poses a security, legal, or operational risk.

 

COMMERCIAL TERMS; FEES AND PAYMENT

Fees for Services and access to the Platform shall be set forth in applicable SOWs or subscription agreements. Unless otherwise specified, all fees are stated and payable in U.S. dollars and are non-refundable. You agree to pay all fees in accordance with the applicable agreement and to provide accurate and complete billing information. The Company reserves the right to suspend or terminate access to the Services or Platform in the event of non-payment. Where the Company offers subscription-based access to any portion of the Platform, such subscriptions may renew automatically for successive terms unless terminated in accordance with the applicable agreement. The Company may modify pricing upon renewal, provided that reasonable prior notice is given.

 

CLIENT DATA AND DATA PROCESSING

In the course of providing Services or access to the Platform, the Company may process data provided by or on behalf of you (“Client Data”). As between the parties, you retain all rights, title, and interest in and to Client Data. You grant the Company a limited, non-exclusive, worldwide license to access, use, process, and store Client Data solely for the purpose of performing the Services, operating the Platform, and fulfilling its obligations under applicable agreements. You represent and warrant that you have all necessary rights, permissions, and legal bases to provide Client Data to the Company for such purposes. The Company will process Client Data in accordance with its Privacy Policy and any applicable data processing agreements. Each party agrees to comply with applicable data protection and privacy laws in connection with its respective obligations.

 

INTELLECTUAL PROPERTY RIGHTS

The Site, Services, and Platform, including all underlying technology, software, methodologies, models, frameworks, and related materials (collectively, “Company IP”), are and shall remain the exclusive property of the Company and its licensors. Except as expressly provided in an applicable SOW, nothing in these Terms grants you ownership of any Company IP. Subject to your compliance with these Terms and applicable agreements, the Company grants you a limited, non-exclusive, non-transferable license to access and use the Services and Platform for your internal business purposes. To the extent any deliverables are provided as part of the Services, your rights in such deliverables shall be governed by the applicable SOW. Unless otherwise expressly agreed, the Company retains all rights in any underlying tools, reusable components, and general know-how incorporated into such deliverables. Any feedback, suggestions, or recommendations provided by you may be used by the Company without restriction or obligation.

 

CONFIDENTIALITY

Each party agrees to maintain the confidentiality of non-public, proprietary, or sensitive information disclosed by the other party (“Confidential Information”) and to use such information solely for purposes of performing under these Terms or any applicable agreement. Confidential Information shall not include information that is publicly available, independently developed without use of the other party’s information, or rightfully obtained from a third party without restriction. Each party shall implement reasonable safeguards to protect Confidential Information and shall not disclose such information except to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations.

 

THIRD-PARTY SERVICES AND DEPENDENCIES

The Services or Platform may incorporate or depend upon third-party services, infrastructure, or integrations. The Company does not control and is not responsible for the performance, availability, or practices of such third-party services. Your use of third-party services may be subject to separate terms and conditions imposed by those providers.

 

SERVICE AVAILABILITY AND MODIFICATIONS

The Company may, from time to time, modify, enhance, or discontinue aspects of the Site, Services, or Platform. While the Company uses commercially reasonable efforts to maintain availability, it does not guarantee uninterrupted or error-free operation. Maintenance, updates, or external dependencies may result in temporary interruptions.

 

DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE, SERVICES, AND PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES OR PLATFORM WILL MEET YOUR REQUIREMENTS OR RESULT IN ANY SPECIFIC BUSINESS OUTCOMES, INCLUDING REVENUE GENERATION OR PRODUCT PERFORMANCE.

 

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES OR PLATFORM.

 

THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

 

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company and its affiliates, officers, employees, and agents from and against any claims, damages, liabilities, losses, and expenses arising out of or related to:

• Your use of the Services or Platform,

• Your breach of these Terms or any applicable agreement,

• Your violation of applicable law, or

• Any Client Data or materials provided by you.

 

TERM AND TERMINATION

These Terms shall remain in effect for as long as you access or use the Site, Services, or Platform. The Company may suspend or terminate your access at any time where it reasonably determines that you have violated these Terms or that continued access poses risk to the Company or others. Termination of Services governed by an SOW shall be subject to the terms of that agreement.

 

GOVERNING LAW AND DISPUTE RESOLUTION

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms shall be resolved through good faith negotiation. If unresolved, such disputes shall be finally resolved by binding arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules, unless otherwise agreed in writing.

 

MODIFICATIONS TO TERMS

The Company reserves the right to update or modify these Terms at any time. Updated Terms will be posted on the Site with a revised “Last Updated” date. Your continued use of the Site, Services, or Platform following such updates constitutes acceptance of the revised Terms.

 

GENERAL PROVISIONS

These Terms, together with any applicable SOWs or agreements, constitute the entire agreement between the parties with respect to the subject matter herein. If any provision is found to be unenforceable, the remaining provisions shall remain in full force and effect. Nothing in these Terms creates any partnership, joint venture, or agency relationship between the parties. The Company may assign these Terms in connection with a merger, acquisition, or sale of assets.

 

CONTACT INFORMATION

Any comments, questions, or concerns should be directed via email to contact@firstparty.com.