Terms

  1. RESTRICTIONS AND RESPONSIBILITIES
    1. 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.
    2. Company will send a registration invitation to the Facebook Page Admin stated in the Order Form.
    3. The Facebook Page Admin may grant more users access to the platform (“Users”).
    4. Customer is solely responsible for the activity that occurs on platform, regardless of whether the activities are undertaken by Facebook Page Admin or any other User.
    5. Each User, including Facebook Page Admin, is responsible for keeping their passwords secure.
    6. Customer will grant Company “Agency Access” to their Facebook Page to run Paid Social campaigns.
    7. The Company has developed the product platform in compliance with the Facebook Messenger Platform Policy (https://developers.facebook.com/docs/messenger-platform/policy/policy-overview), including in regards to transmission, processing and storage procedures of subscriber data received from Facebook or directly from subscribers through interactions with the bots.
    8. Certain aspects of the Facebook Messenger Platform Policy govern what messages and how can be sent to the subscribers. The Company representatives are available for guidance and will do their best to provide advice, however, the Customer is ultimately responsible for approving the content and sending the messages to subscribers and therefore is solely responsible and liable for complying with the Facebook Messenger Platform Policy in regards to communication with subscribers.
  2. CONFIDENTIALITY; PROPRIETARY RIGHTS
    1. 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 Company includes non-public information regarding features, functionality and performance of the Service.  Proprietary Information of Customer includes non-public data provided by Customer to Company 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 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.
    2. When Services include executing advertising campaigns, the Customer might require the Company to create a Custom Audience in Facebook based on the Customer’s constituent list. For security and privacy reasons, Facebook ensures the data is hashed locally on the browser of the person uploading the list, and then sent to Facebook. Once Facebook matches the hashed data against Facebook’s existing list of users’ hashed IDs to create the Custom Audience, the matched and unmatched hashes are automatically deleted by Facebook. For further details on the constituent list upload process please refer to this article: https://www.facebook.com/business/help/112061095610075?helpref=faq_content. For details about deleting a developed Custom Audience, please refer to: https://www.facebook.com/business/help/1537748149838397?helpref=search&sr=1&query=delete%20custom%20audience
    3. The Company has developed the product platform in compliance with the Facebook Messenger Platform Policy (https://developers.facebook.com/docs/messenger-platform/policy/policy-overview), including in regards to transmission, processing and storage procedures of subscriber data received from Facebook or directly from subscribers through interactions with the bots.
    4. Certain aspects of the Facebook Messenger Platform Policy govern what messages and how can be sent to the subscribers. The Company representatives are available for guidance and will do their best to provide advice, however, the Customer is ultimately responsible for approving the content and sending the messages to subscribers and therefore is solely responsible and liable for complying with the Facebook Messenger Platform Policy in regards to communication with subscribers.
    5. Customer shall own all right, title and interest in and to the Customer Data.  Company 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.
    6. Notwithstanding anything to the contrary, Company shall have the right to 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  Company 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 Company 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.  
  3. PAYMENT OF FEES
    1. Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). Customer shall be responsible for all taxes associated with Services other than taxes based on Company’s net income.
    2. Payment obligations are non-cancelable and fees paid are non-refundable. Unless otherwise stated in the Order Form, invoiced fees are due net 10 days from the invoice date.  If any invoiced amount is not received by Company by the due date, then without limiting Company’s rights or remedies, those fees may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.  Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of renewal terms, upon thirty (30) days prior notice to Customer (which may be sent by email).
  4. TERM AND TERMINATION
    1. Either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.  Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter upon Customer request Company is obligated to delete personally identifiable Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
  5. WARRANTY AND DISCLAIMER
    1. Company 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 Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  However, Company 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 COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  6. LIMITATION OF LIABILITY
    1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON OR DELIBERATE INTENT OR GROSS NEGLIGENCE PARTIES AND THEIR SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND PARTIES REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  7. NOTICE
    1. Any notice to either party hereunder must be in writing signed by the party giving it, and shall be Served either personally by registered or certified mail addressed, or electronically to/from the following addresses:
      Company: hello@funderful.com
      Customer: as specified in the initial Order form
      Either party may change the address to which such notices shall be directed by providing the other with a written notification of change of address by certified mail, return receipt requested.
  8. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent.  Company may transfer and assign any of its rights and obligations under this Agreement without consent.  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.  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 Company in any respect whatsoever.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorney’s’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  This agreement shall be governed by and construed in accordance with the law of the state of California without regard to its conflict of laws provisions.