This is a contract between you (the Customer) and us (Full Fabric). It describes the services we will provide to you, how we will work together, and otheraspects of our business relationship.
"Agreement" means these Customer Terms of Service and all materials referred or linked to in here.
"Billing Period" means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term as specified in the Order Form.
"Order" or "Order Form" means the Full Fabric-approved form or online subscription process by which you agree to subscribe to the SubscriptionService.
“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws (as defined in the DPA).
"Users" means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.
“Full Fabric", "we", "us" or “our” means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section.
"You", "your" or “Customer” means the person or entity using the Subscription Service and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.
Customer’s Proprietary Rights. You own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as
necessary to provide the Subscription Service and Consulting Services to you and as otherwise permitted by this Agreement. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and
permissions to do so.
Protection of Customer Data. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DPA.
Full Fabric’s Proprietary Rights: This is an Agreement for access to and use of the Subscription Service. The Subscription Service and Implementation Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Full Fabric Content, the Subscription Service, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us.
Confidentiality: Each party agrees to respect the Confidential Information of the other whether before or after termination of this Agreement. ‘Confidential Information’ for this purpose will include all information which relates to the business, services, trade secrets, personnel of either party.
Limitations of Liability: To the extent permitted by law, in no event shall either party be liable for any indirect or consequential damages, including lost profits or business opportunities.
Force Majeure: Neither party will be liable to the other for any delay in or failure to perform any terms of this Agreement as a result of any cause or event beyond the reasonable control of the defaulting party. In such a case the affected party will give prompt written notice of such event and take such reasonable steps as
may be required to mitigate the effect and to reduce any delay.
Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
Effect of Termination or Expiration. You may request the deletion of your Full Fabric account after expiration or termination of your subscription. You will continue to be subject to this Agreement for as long as you have access to a Full Fabric account.
Publicity. You grant us the right to add your name and company logo to our customer list and website.
Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
Access. Full Fabric has designed, developed and provisioned a software platform and associated services (the Service) for the use of universities and other academic institutions. During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement and the
Term and Renewal. Your initial subscription period will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription period. To prevent renewal of the subscription, the required notice must be provided within the timeframe specified in the order form.
Implementation Services. You may purchase Implementation Services by placing an order with us. All Implementation Services are performed remotely, unless you and we otherwise agree.If there are a specific number of hours included in the Implementation Services purchased, those hours will commence upon purchase. Implementation Services are non-cancellable and non-refundable.
Customer Support. If you pay us a Subscription Fee, phone, email and in-app chat support is included at no additional cost. Email and in-app questions can be submitted through the help widget in the lower right hand corner of your account. We attempt to respond to email and in-app support questions within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time. Notice of non-renewal: Unless otherwise specified in your Order, to prevent renewal of a Subscription, you or we must give written notice of non-renewal and this written notice must be received no less than ninety (90) days in advance of the end of the Subscription Term. Unless otherwise specified in your Order, to
prevent renewal of a Limited Service Subscription, you or we must give written notice of non-renewal and this written notice must be received before the next renewal period begins.
Fees and Payments: The License Fee will remain fixed during the Subscription Term unless you: (i) exceed your maximum usage tier, (ii) upgrade products or base packages, (iii) subscribe to additional features or products, or (iv) unless otherwise agreed to in the Order.
Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
Payment against invoice. If you are paying by invoice, we will invoice you before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.
Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement.
Suspension for non-payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services fifteen days after such notice.
Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Service. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state.