Last Updated: May 8, 2026
These Terms of Service (the “Terms”) govern access to and use of Fulcrum Tech Incorporated’s platforms, software, workflows, professional services, output, documentation, websites, and related services (collectively, the “Services”). These Terms apply to each customer, user, or other person or entity that accesses or uses the Services (“Customer,” “you,” or “your”). If you access or use the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms. If Fulcrum Tech Incorporated (“Fulcrum,” “we,” “us,” or “our”) and Customer have entered into a separate signed master services agreement, order form, statement of work, or other written agreement that incorporates these Terms, these Terms form part of that agreement.
1. Definitions
1.1. “Agreement” means the applicable order form, statement of work, online order, master services agreement, or other written or electronic agreement between Customer and Fulcrum that incorporates or references these Terms.
1.2. “Authorized Users” means Customer’s employees, contractors, representatives, or other personnel authorized by Customer to access or use the Services for Customer’s internal business purposes, subject to the applicable Agreement.
1.3. “Customer Data” means materials, content, data, documents, information, credentials, files, records, and other inputs submitted, uploaded, transmitted, or otherwise made available by or on behalf of Customer or its Authorized Users in connection with the Services, including data derived from Customer’s or its Authorized Users’ use of the Services.
1.4. “Documentation” means user guides, service descriptions, specifications, technical documentation, policies, instructions, or other materials provided or made available by Fulcrum in connection with the Services.
1.5. “Fulcrum Platform” means Fulcrum’s hosted software platform, workflows, user interfaces, application features, models, tools, integrations, systems, data, and related technology made available as part of the Services.
1.6. “Output Data” means materials, content, results, analyses, reports, comparisons, data, or other outputs generated for Customer through use of the Services, excluding the Fulcrum Platform and Fulcrum Materials.
1.7. “Fulcrum Materials” means the Fulcrum Platform, Services, Documentation, software, workflows, templates, models, algorithms, configurations, methodologies, know-how, data schemas, connectors, improvements, derivative works, and all related intellectual property owned by or licensed to Fulcrum.
2. Access to and Use of the Services
2.1. Subject to Customer’s compliance with the Agreement and these Terms, Fulcrum grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription or service term to permit Authorized Users to access and use the Services solely for Customer’s internal business purposes and only as described in the Agreement and Documentation.
2.2. Customer is responsible for all acts and omissions of its Authorized Users and for maintaining the confidentiality and security of user credentials. Customer will promptly notify Fulcrum of any unauthorized access to or use of the Services or any credentials.
2.3. Customer is responsible for obtaining and maintaining all internet access, systems, equipment, third-party software, third-party accounts, permissions, and integrations necessary for Customer and its Authorized Users to access and use the Services.
2.4. Fulcrum may monitor use of the Services to operate, support, secure, improve, and enforce the Agreement and these Terms, including monitoring usage volumes, user counts, Customer Data submitted to the Services, and compliance with applicable usage limits.
2.5. Fulcrum may modify, enhance, discontinue, or otherwise change features or functionality of the Services from time to time, provided that Fulcrum will not materially reduce the core functionality of paid Services during an active subscription term without providing Customer a commercially reasonable alternative or remedy.
2.6. No service level agreement, service availability commitment, uptime commitment, support response time, support resolution time, service credit, or similar performance or support obligation applies to the Services unless expressly included in a written Agreement signed by Fulcrum or otherwise expressly incorporated into the Agreement by Fulcrum in writing.
3. Customer Responsibilities
3.1. Customer is responsible for all access to and use of the Services by Customer and its Authorized Users, including compliance with the Agreement, these Terms, the Documentation, and all applicable laws and regulations.
3.2. Customer shall ensure that Authorized Users use the Services only for Customer’s internal business purposes and in accordance with the applicable Agreement, these Terms, and the Documentation. Customer shall be responsible for any breach of the Agreement or these Terms by its Authorized Users.
3.3. Customer is responsible for maintaining the confidentiality, accuracy, and security of all account information, user credentials, authentication methods, access permissions, SDK keys, authentication keys, tokens, and similar access credentials used in connection with the Services. Customer shall promptly notify Fulcrum of any actual or suspected unauthorized access to or use of the Services, Customer Data, or any such credentials.
3.4. Customer is responsible for obtaining, maintaining, and complying with all rights, licenses, consents, permissions, notices, authorizations, legal bases, and third-party terms necessary for Customer and its Authorized Users to access and use the Services and to submit, process, transmit, and use Customer Data and Output Data in connection with the Services.
3.5. If Customer requests that Fulcrum configure or integrate the Services with Customer’s customer relationship management platform, systems of record, or other third-party systems, Customer shall provide Fulcrum with the access, credentials, keys, licenses, technical information, and cooperation reasonably required for configuration, integration, testing, validation, deployment, support, and troubleshooting. This may include generating and providing applicable integration access credentials and authentication mechanisms, including SDK key access, SDK authentication keys, API credentials, OAuth credentials, service accounts, tokens, certificates, or other authentication materials required for the integration.
3.6. Customer shall provide Fulcrum with access to appropriate test, sandbox, staging, and production environments as reasonably required for configuration, integration, testing, validation, deployment, support, and troubleshooting, subject to Customer’s applicable security policies and access procedures. Customer shall provide only the minimum necessary access rights required for Fulcrum to perform the applicable Services and is responsible for provisioning, maintaining, monitoring, rotating, disabling, and otherwise managing the lifecycle of all Customer-provided credentials, keys, tokens, user accounts, and access permissions, unless otherwise expressly agreed in the Agreement.
3.7. Customer shall provide any test user licenses, pilot user licenses, administrative user licenses, or similar access rights within Customer’s CRM or other applicable third-party systems that Fulcrum reasonably requires for configuration, validation, testing, and support of the Services. Customer is responsible for ensuring that the terms, policies, and requirements of its third-party vendors permit Fulcrum’s access to, configuration of, use of, testing within, validation of, and processing of data in the applicable CRM or other third-party system as contemplated by the Agreement.
3.8. Customer shall provide Fulcrum with the names, email addresses, roles, and other reasonably required access information for all pilot users, administrative users, and other Authorized Users requiring access to the Services.
3.9. If Single Sign-On or similar identity and access management functionality is applicable, Customer shall confirm whether Single Sign-On is enabled and shall cause its IT, security, or identity management personnel to reasonably cooperate with Fulcrum in the configuration, testing, validation, and troubleshooting of such functionality.
3.10. Customer is responsible for configuring, using, and maintaining the Services, Customer systems, third-party services, integrations, access controls, and user permissions in a manner designed to protect the security and confidentiality of Customer Data and to prevent unauthorized access to or use of the Services.
3.11. Customer is responsible for the accuracy, quality, completeness, legality, reliability, integrity, and appropriateness of Customer Data, including ensuring that Customer Data does not infringe, misappropriate, or otherwise violate any third-party rights or applicable law.
3.12. Customer is responsible for reviewing, validating, and independently determining whether Output Data is accurate, complete, appropriate, and suitable for Customer’s intended use. Output Data may be incomplete, inaccurate, delayed, or require human review. Customer is solely responsible for all final decisions, actions, omissions, approvals, determinations, and other uses made or taken based on Output Data. Customer shall not rely on Output Data as a substitute for professional judgment, legal advice, or independent review where such review is appropriate or required, and Customer shall not use Output Data as the sole basis for any employment, compensation, insurance, financial, legal, regulatory, or other materially adverse decision without appropriate human review. Fulcrum is not responsible for Customer’s reliance on Output Data where Customer fails to review, validate, or independently verify the Output Data before using it.
3.13. Customer is responsible for backing up, retaining, and preserving Customer Data and Output Data as necessary for Customer’s business, legal, regulatory, compliance, and recordkeeping requirements, except to the extent the Agreement expressly requires Fulcrum to provide specific backup, retention, or archival services.
3.14. Customer shall provide Fulcrum with timely, accurate, and complete information, cooperation, access, credentials, decisions, approvals, and materials reasonably required for Fulcrum to provide, support, secure, troubleshoot, and improve the Services. Fulcrum is not responsible for delays, failures, errors, or deficiencies resulting from Customer’s failure to provide such information, cooperation, access, credentials, decisions, approvals, or materials.
3.15. Customer shall participate in scheduled review, testing, validation, implementation, and go-live readiness sessions as reasonably requested by Fulcrum. Customer is responsible for timely reviewing configuration, integration, and implementation items and for reviewing and approving any production deployment, sync configuration, field mapping, workflow automation, and go-live readiness before production deployment or launch. Fulcrum is not responsible for Customer-approved configurations unless Fulcrum fails to perform in accordance with the Agreement.
3.16. Customer shall not use the Services, Output Data, or Fulcrum Materials in any manner that violates the Agreement, these Terms, the Documentation, applicable law, third-party rights, or any applicable third-party service terms.
3.17 Customer shall provide Fulcrum with applicable integration access credentials and authentication mechanisms, including SDK key access, SDK authentication keys, API credentials, OAuth credentials, service accounts, tokens, certificates, or other authentication materials
4. Usage Restrictions
Customer shall not, and shall ensure that its Authorized Users do not:
4.1. license, sell, resell, rent, lease, lend, transfer, distribute, outsource, provide service bureau access to, or otherwise make the Services, Fulcrum Platform, Documentation, or Output Data available to any third party except as expressly permitted in the Agreement;
4.2. reverse engineer, decompile, disassemble, decipher, translate, modify, copy, frame, mirror, scrape, or create derivative works of the Services, Fulcrum Platform, Documentation, or any underlying software, source code, models, workflows, or systems;
4.3. access or use the Services to build, train, improve, benchmark, or provide a product or service that competes with Fulcrum;
4.4. circumvent, disable, or interfere with security, authentication, rate limits, usage limits, access controls, or other protective measures of the Services;
4.5. use the Services in a manner that is unlawful, harmful, abusive, fraudulent, deceptive, infringing, defamatory, obscene, invasive of privacy or publicity rights, or otherwise objectionable;
4.6. submit Customer Data that Customer lacks the legal right, license, consent, or authority to submit or process through the Services;
4.7. introduce viruses, malware, Trojan horses, worms, time bombs, corrupted files, harmful code, or similar materials into the Services or Fulcrum systems;
4.8. interfere with or disrupt the Services, Fulcrum systems, networks, equipment, or other customers’ use of the Services;
4.9. use unauthorized application programming interfaces, automated scripts, bots, crawlers, or other automated means to access the Services except as expressly permitted by Fulcrum in writing;
4.10. remove, obscure, or alter any copyright, trademark, proprietary rights, or confidentiality notices; or
4.11. use the Services for unlawful discrimination;
4.12. use the Services to make automated employment, credit, housing, insurance, healthcare, financial, or other eligibility decisions without any human review required by applicable law or otherwise appropriate for the context;
4.13. use the Services to develop, deploy, or support surveillance, biometric identification, biometric verification, or profiling systems unless expressly permitted in the Agreement or otherwise approved by Fulcrum in writing;
4.14. use the Services to process highly sensitive data, including sensitive personal information, protected health information, biometric information, precise geolocation data, government identification numbers, financial account information, credentials, or similarly sensitive categories of data, without Fulcrum’s prior written approval;
4.15. use the Services in a manner that violates applicable artificial intelligence, privacy, data protection, consumer protection, employment, anti-discrimination, civil rights, or similar laws or regulations;
4.16. use the Services to generate, publish, transmit, or distribute deceptive, defamatory, fraudulent, misleading, or materially inaccurate outputs, including impersonation, synthetic media, or content intended to mislead any person as to its source, authenticity, or purpose; or
4.17. use the Services in any manner not authorized by the Agreement, these Terms, or the Documentation
5. Customer Data; Output Data; Data Rights
5.1. As between Customer and Fulcrum, Customer owns Customer Data. Customer grants Fulcrum a non-exclusive, worldwide, royalty-free license to access, use, host, copy, process, transmit, display, and create technical or operational derivatives of Customer Data as necessary to provide, secure, support, maintain, and improve the Services for Customer and to perform Fulcrum’s obligations under the Agreement.
5.2. Customer represents and warrants that it has all rights, licenses, permissions, consents, notices, and legal bases necessary to submit Customer Data to Fulcrum and to permit Fulcrum to process Customer Data as contemplated by the Agreement and these Terms.
5.3. Customer is solely responsible for the accuracy, quality, legality, reliability, integrity, and appropriateness of Customer Data and for Customer’s and its Authorized Users’ use of Output Data.
5.4. As between Customer and Fulcrum, and subject to Customer’s compliance with the Agreement and these Terms, Customer owns Output Data generated specifically for Customer through use of the Services. Customer may use Output Data for Customer’s internal business purposes, subject to any restrictions in the Agreement, these Terms, and applicable law.
5.5. Customer shall not resell, redistribute, publish, share, or provide access to Output Data to any third party except as expressly permitted in the Agreement or with Fulcrum’s prior written consent.
5.6. Fulcrum may use aggregated, anonymized, or de-identified data derived from use of the Services to operate, analyze, improve, and develop Fulcrum’s products and services, provided that such data does not identify Customer or any individual and does not reveal Customer’s Confidential Information
6. Security; Privacy; Data Protection
6.1. Fulcrum will maintain commercially reasonable administrative, physical, organizational, and technical safeguards designed to protect the security, confidentiality, availability, and integrity of Customer Data.
6.2. Fulcrum will not intentionally introduce into Customer’s systems any code, file, script, agent, or program intended to do harm, including viruses, worms, time bombs, or Trojan horses.
6.3. Fulcrum personnel and contractors will access Customer Data only as reasonably necessary to provide, support, secure, troubleshoot, improve, or maintain the Services; as required by law; or as otherwise permitted by Customer.
6.4. Fulcrum will notify Customer without undue delay after Fulcrum confirms an actual unauthorized access to or disclosure of Customer Data within Fulcrum’s systems that requires notice under applicable law or materially compromises Customer Data. Fulcrum will reasonably investigate the incident, take commercially reasonable steps to mitigate harmful effects, and provide information reasonably requested by Customer to support Customer’s legal obligations.
6.5. Customer is responsible for using the Services in compliance with all applicable privacy, cybersecurity, data protection, consumer protection, insurance, employment, financial services, and other laws applicable to Customer, Customer Data, and Customer’s use of Output Data.
6.6. If Fulcrum and Customer enter into a separate data processing addendum, business associate agreement, information security addendum, or similar data protection agreement, that agreement will govern the subject matter it covers in the event of conflict with these Terms.
6.7. Fulcrum’s data protection, privacy, confidentiality, and security obligations with respect to Customer Data apply only to Customer Data while it is within systems, environments, infrastructure, applications, or accounts controlled by Fulcrum.
6.8. Fulcrum is not responsible for unauthorized access, disclosure, loss, alteration, unavailability, compromise, or other security or data protection incidents to the extent caused by Customer systems, Customer credentials, Customer-authorized integrations, third-party services, third-party platforms, Customer-provided configurations or misconfigurations, or acts or omissions of Customer or its Authorized Users.
6.9. Customer is responsible for determining whether Customer Data is appropriate for submission to and processing through the Services, including whether the nature, sensitivity, regulatory status, confidentiality, and legal restrictions applicable to Customer Data permit such submission and processing.
6.10. Customer shall not submit to the Services any sensitive categories of data, including sensitive personal information, protected health information, biometric information, precise geolocation data, government identification numbers, financial account information, credentials, or similarly sensitive categories of data, unless expressly permitted by the Agreement or otherwise approved by Fulcrum in writing.
6.11. Fulcrum may use sub processors, contractors, service providers, hosting providers, infrastructure providers, and other third-party providers to provide, support, secure, maintain, and improve the Services, subject to commercially reasonable oversight appropriate to the nature of the Services and the provider’s role.
6.12. Fulcrum’s security obligations are limited to Fulcrum-controlled systems and do not extend to third-party platforms, systems, accounts, networks, environments, or services controlled by Customer, Customer’s vendors, or other third parties
7. Fulcrum Intellectual Property
7.1. Fulcrum and its licensors own and retain all right, title, and interest in and to the Fulcrum Materials. Except for the limited rights expressly granted to Customer, no rights are granted to Customer by implication, estoppel, exhaustion, or otherwise.
7.2. Customer shall not contest Fulcrum’s ownership of the Fulcrum Materials or register, attempt to register, or assist anyone in registering any intellectual property rights confusingly similar to or derived from the Fulcrum Materials.
7.3. If Customer or any Authorized User provides suggestions, comments, ideas, enhancement requests, recommendations, or other feedback relating to the Services (“Feedback”), Customer grants Fulcrum a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable license to use, disclose, reproduce, modify, distribute, and otherwise exploit the Feedback without restriction or obligation, subject to Fulcrum’s confidentiality obligations regarding Customer’s Confidential Information
8. Confidentiality
8.1. “Confidential Information” means non-public information disclosed by or on behalf of one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including business, technical, financial, pricing, product, security, customer, employee, and strategic information. Customer Data is Customer’s Confidential Information. Fulcrum Materials and non-public information about the Services are Fulcrum’s Confidential Information.
8.2. Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available without breach of the Agreement or these Terms; (b) was known to the receiving party without restriction before disclosure; (c) is received from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of or reference to the disclosing party’s Confidential Information.
8.3. The receiving party shall use Confidential Information only to exercise rights or perform obligations under the Agreement and these Terms. The receiving party shall protect Confidential Information using at least reasonable care and shall not disclose Confidential Information except to its affiliates, employees, contractors, professional advisors, and representatives who need to know the information and are bound by confidentiality obligations at least as protective as these Terms.
8.4. If the receiving party is required by law, subpoena, court order, or similar process to disclose Confidential Information, it will, to the extent legally permitted, provide prompt notice to the disclosing party and reasonably cooperate with efforts to seek confidential treatment or limit disclosure. The receiving party may disclose only the portion of Confidential Information legally required to be disclosed.
8.5. The confidentiality obligations in these Terms continue during the applicable term and for five years after termination or expiration, except that trade secrets remain protected for so long as they remain trade secrets under applicable law
9. Fees; Payment; Taxes
9.1. Customer shall pay all fees set forth in the applicable Agreement. Unless otherwise stated in the Agreement, fees are non-cancellable and non-refundable.
9.2. Unless otherwise stated in the Agreement, invoices are due within 30 days after the invoice date. Past-due amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
9.3. Customer shall not withhold, reduce, or set off amounts due to Fulcrum except to the extent expressly permitted in the Agreement.
9.4. Fees are exclusive of taxes, duties, levies, assessments, and similar governmental charges. Customer is responsible for all such amounts other than taxes based on Fulcrum’s net income. If Customer is required to withhold taxes from payment, Customer shall gross up the payment so Fulcrum receives the full amount invoiced, unless prohibited by law.
9.5. If Customer fails to pay undisputed amounts when due, Fulcrum may suspend access to the Services after providing reasonable notice and an opportunity to cure, unless the Agreement provides otherwise.
10. Term; Suspension; Termination
10.1. The term of each subscription, order, or statement of work is stated in the applicable Agreement. If no term is stated, the Services continue until terminated in accordance with the Agreement or these Terms.
10.2. Either party may terminate the applicable Agreement for material breach if the breaching party fails to cure the breach within 30 days after receiving written notice describing the breach in reasonable detail.
10.3. Fulcrum may suspend or terminate Customer’s or any Authorized User’s access to the Services immediately if Fulcrum reasonably determines that: (a) continued use may harm the Services, Fulcrum systems, other customers, or any third party; (b) Customer or an Authorized User is using the Services in violation of law or the Agreement; (c) Customer’s use creates a security risk; or (d) suspension is required by law or by a third-party service provider. Fulcrum will use commercially reasonable efforts to limit the suspension to the affected portion of the Services.
10.4. Upon termination or expiration, Customer’s access to the applicable Services will end, Customer shall stop using the Services and Fulcrum Materials, and all amounts accrued or payable through the effective date of termination will become due.
10.5. For 30 days after termination or expiration, Fulcrum will use commercially reasonable efforts to make Customer Data available for export or retrieval, subject to Customer’s payment of all amounts due and any reasonable transition or media fees. After that period, Fulcrum may delete Customer Data and Output Data in accordance with Fulcrum’s standard retention and deletion practices, unless legally required to retain it.
10.6. Provisions that by their nature should survive termination or expiration will survive, including provisions regarding payment obligations, ownership, confidentiality, data rights, restrictions, disclaimers, indemnification, limitation of liability, dispute resolution, and general terms.
11. Warranties; Disclaimers
11.1. Each party represents that it has the legal power and authority to enter into the Agreement and perform its obligations.
11.2. Fulcrum represents that it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards for similar services.
11.3. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT OR THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, FULCRUM PLATFORM, OUTPUT DATA, DOCUMENTATION, AND FULCRUM MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. FULCRUM DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, ERROR-FREE OPERATION, AND RESULTS.
11.4. Customer acknowledges that the Services and Output Data may involve automated processing, extraction, classification, comparison, or analysis of Customer Data and third-party materials. Customer is responsible for reviewing, validating, and determining whether Output Data is accurate, complete, appropriate, and suitable for Customer’s intended use. Fulcrum does not warrant that Output Data will identify, detect, surface, or include every issue, risk, anomaly, fact, inconsistency, error, omission, or other matter that may be relevant to Customer or Customer’s intended use.
11.5. Fulcrum does not provide legal, insurance, financial, tax, regulatory, or professional advice through the Services unless expressly stated in a signed Agreement. Customer remains responsible for decisions made based on use of the Services or Output Data.
12. Indemnification
12.1. Fulcrum shall defend Customer against third-party claims alleging that Customer’s authorized use of the Services, excluding Customer Data and third-party materials, directly infringes or misappropriates a U.S. patent, copyright, trademark, or trade secret, and Fulcrum shall pay damages finally awarded or settlement amounts approved by Fulcrum for such claims.
12.2. Fulcrum’s obligations under Section 12.1 do not apply to claims arising from: (a) Customer Data; (b) use of the Services in combination with products, services, software, data, or materials not provided by Fulcrum; (c) modification of the Services not made by Fulcrum; (d) Customer’s breach of the Agreement or these Terms; (e) use of the Services after Fulcrum provides notice to stop using the allegedly infringing portion; or (f) free, trial, beta, evaluation, or preview services.
12.3. If the Services are or may become subject to an infringement claim, Fulcrum may, at its option: (a) procure the right for Customer to continue using the Services; (b) modify or replace the Services with substantially equivalent non-infringing services; or (c) terminate the affected Services and refund any prepaid unused fees for the terminated portion of the Services.
12.4. Customer shall defend Fulcrum and its affiliates, officers, directors, employees, contractors, and agents against third-party claims arising from or relating to: (a) Customer Data; (b) Customer’s or Authorized Users’ use of the Services in breach of the Agreement or these Terms; (c) Customer’s violation of law or third-party rights; (d) Customer’s failure to obtain required consents, permissions, authorizations, licenses, approvals, legal bases, or third-party vendor rights for Customer Data, integrations, third-party systems, or third-party platforms; (e) materials or data Fulcrum obtains or processes at Customer’s request; (f) Fulcrum’s access to or use of Customer-designated third-party systems, platforms, accounts, environments, or data sources as authorized, requested, approved, or enabled by Customer; (g) Customer’s or its Authorized Users’ failure to comply with any applicable third-party platform, vendor, marketplace, API, SDK, data-source, or integration terms, policies, documentation, or requirements; (h) Customer’s failure to obtain or maintain any rights, licenses, consents, permissions, notices, approvals, vendor authorizations, or access rights required for any integration or for Fulcrum’s access to, configuration of, testing within, validation of, use of, or processing of data in any Customer-designated third-party system; (i) Customer’s provision, configuration, authorization, or use of credentials, user accounts, SDK keys, API keys, authentication keys, tokens, secrets, certificates, or other access materials used in connection with the Services or any integration; or (j) Customer-approved configurations, field mappings, sync settings, workflows, automations, automated actions, production deployments, or go-live approvals, except to the extent the claim arises from Fulcrum’s failure to perform in accordance with the Agreement.
12.5. The indemnified party must promptly notify the indemnifying party of the claim, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement, provided that the indemnifying party may not settle any claim in a manner that imposes a payment obligation, admission of liability, or non-monetary obligation on the indemnified party without its prior written consent.
12.6. This Section states the indemnifying party’s sole liability and the indemnified party’s exclusive remedy for third-party intellectual property infringement claims.
13. Limitation of Liability
13.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE, OR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2. Subject to Sections 13.3, 13.4, and 13.5, and to the maximum extent permitted by law, each party’s total aggregate liability arising out of or relating to the Agreement, these Terms, or the Services will not exceed the amounts paid or payable by Customer to Fulcrum for the affected Services during the 12 months before the event giving rise to liability (the “General Cap”).
13.3. The General Cap does not apply to, and does not limit, Customer’s payment obligations or Customer’s indemnification obligations under Section 12.4.
13.4. The General Cap does not apply to, and does not limit, Customer’s liability arising from or relating to: (a) Customer’s or its Authorized Users’ misuse of the Services, Output Data, or Fulcrum Materials; (b) Customer’s or its Authorized Users’ infringement, misappropriation, theft, or unauthorized use of Fulcrum’s intellectual property or proprietary rights; or (c) Customer’s or its Authorized Users’ breach of the usage restrictions in Section 4.
13.5. Fulcrum’s total aggregate liability for its indemnification obligations under Section 12.1 will not exceed USD $2,000,000 (the “IP Indemnity Super-Cap”). For clarity, Fulcrum’s indemnification obligations under Section 12.1 are not uncapped.
13.6. Fulcrum’s total aggregate liability for any claim arising from or relating to Fulcrum’s breach of its confidentiality, security, privacy, or data protection obligations, including any unauthorized access to or disclosure of Customer Data within Fulcrum’s systems, will not exceed USD $2,000,000 (the “Security/Confidentiality Cap”). The Security/Confidentiality Cap is the sole and exclusive cap applicable to all such claims, regardless of the theory of liability, form of action, or legal basis asserted, including contract, tort, negligence, statute, indemnity, warranty, or otherwise. For clarity, such claims are not subject to the General Cap or any higher or uncapped liability treatment.
13.7. The limitations in this Section 13 do not apply to either party’s gross negligence, willful misconduct, fraud, or fraudulent misrepresentation; death or personal injury caused by negligence; or liability that cannot be limited under applicable law.
14. Publicity
Fulcrum may identify Customer as a customer and use Customer’s name and logo in customer lists and marketing materials unless Customer opts out in writing.
15. Third-Party Services and Integrations
15.1. The Services may interoperate with third-party products, services, platforms, systems, data sources, or integrations selected or enabled by Customer, including Customer’s CRM, application programming interfaces, identity providers, and systems of record. Customer is responsible for obtaining and maintaining all rights, accounts, credentials, licenses, consents, permissions, approvals, and vendor authorizations required for such third-party services, and for ensuring that the applicable third-party vendor terms permit Fulcrum’s access to, use of, configuration of, testing within, validation of, and processing of data in such systems as contemplated by the Agreement.
15.2. Fulcrum is not responsible for third-party services, including their availability, security, performance, data practices, functionality, changes, limitations, outages, rate limits, API behavior, data-quality issues, permission issues, SSO or identity provider configuration delays, or Customer-provided configurations or misconfigurations, except to the extent expressly stated in the Agreement. Fulcrum is not responsible for delays, failures, errors, deficiencies, or inability to perform caused by CRM or API limitations, permission issues, SSO configuration delays, third-party vendor outages, rate limits, data-quality issues, or Customer-provided configurations or misconfigurations.
15.3. Customer authorizes Fulcrum to access and use Customer’s third-party accounts, credentials, data, and systems as reasonably necessary to provide the Services and perform the applicable Agreement, including to perform configuration, testing, validation, troubleshooting, support, deployment preparation, and data processing in the relevant CRM or other third-party system.
15.4. Customer is responsible for reviewing and approving any production deployment, sync configuration, field mapping, workflow automation, or other configuration before go-live. Fulcrum is not responsible for Customer-approved configurations unless Fulcrum fails to perform in accordance with the Agreement.
16. Export Compliance; Sanctions
Customer acknowledges that the Services may be subject to U.S. export control and sanctions laws and regulations. Customer shall comply with all applicable export control, sanctions, import, and trade laws and shall not access or use the Services in embargoed jurisdictions, for prohibited end uses, or by or for prohibited parties.
17. Assignment
Customer may not assign the Agreement or these Terms without Fulcrum’s prior written consent, except to an affiliate or in connection with a merger, reorganization, sale of substantially all assets, or similar transaction, provided that the assignee assumes Customer’s obligations. Fulcrum may assign the Agreement or these Terms to an affiliate or successor in connection with a merger, reorganization, sale of substantially all assets, or similar transaction. Any prohibited assignment is void.
18. Force Majeure
Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic, pandemic, labor disputes, war, terrorism, civil unrest, governmental action, internet or utility failures, third-party service failures, supply shortages, or denial-of-service attacks, provided that the affected party uses commercially reasonable efforts to mitigate the impact and resume performance. This Section does not excuse Customer’s payment obligations for Services already provided.
19. Notices
19.1. Notices must be in writing and delivered to the notice address or email address stated in the applicable Agreement or otherwise designated by a party in writing. Notices are deemed given upon personal delivery, confirmed email transmission, receipt by nationally recognized overnight courier, or receipt by certified or registered mail.
19.2. Fulcrum’s designated address and email address for legal notices are:
Fulcrum Tech Incorporated
221 Main St, Ste 770
San Francisco, CA 94107
Email: arjun@withfulcrum.com
19.3. Notices to Customer may be sent to the account owner, billing contact, administrative user, or any email address associated with Customer’s account.
19.4. Operational, service, billing, security, product, support, and other non-legal notices may be provided through the Services, by email, or by other reasonable electronic means.
19.5. Legal notices must be clearly identified as legal notices and must include any subject line, delivery method, or other notice requirements specified in the applicable Agreement or otherwise designated by the receiving party in writing.
20. Governing Law; Venue
20.1. Governing Law. Unless the applicable Agreement states otherwise, these Terms and the Agreement are governed by the laws of the State of California, without regard to conflict-of-law rules.
20.2. Informal Dispute Resolution. Before initiating arbitration or any court proceeding, the party asserting a dispute shall provide written notice describing the nature and basis of the dispute and the relief sought. The parties shall attempt in good faith to resolve the dispute through informal negotiations for 30 days after receipt of the notice. If the dispute is not resolved within that 30-day period, either party may proceed as permitted under this Section 20.
20.3. Binding Arbitration. Except as expressly provided in Sections 20.6 and 20.7, any dispute, claim, or controversy arising out of or relating to the Agreement, these Terms, or the Services shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in San Francisco County, California, unless the parties agree otherwise. The arbitrator shall have authority to award any relief available in a court of competent jurisdiction, subject to the limitations, exclusions, and remedies set forth in the Agreement and these Terms. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
20.4. Class-Action Waiver. To the maximum extent permitted by law, each party agrees that any dispute will be conducted only on an individual basis and not as a class, collective, consolidated, representative, or private attorney general action. The arbitrator may not consolidate proceedings or claims of more than one customer, user, or other person, and may not otherwise preside over any form of class, collective, consolidated, representative, or private attorney general proceeding.
20.5. Jury-Trial Waiver. To the maximum extent permitted by law, each party knowingly, voluntarily, and irrevocably waives any right to trial by jury in any action, proceeding, claim, or counterclaim arising out of or relating to the Agreement, these Terms, or the Services, whether heard in court or otherwise permitted to proceed outside arbitration.
20.6. Injunctive Relief Carveout. Nothing in this Section 20 prevents either party from seeking temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, unauthorized use, or disclosure of intellectual property, Confidential Information, Customer Data, Fulcrum Materials, or other proprietary rights.
20.7. Small-Claims Carveout. Either party may bring an individual claim in small-claims court if the claim qualifies and remains within that court’s jurisdiction.
20.8. Attorneys’ Fees; Collection Costs. In any arbitration, litigation, or other proceeding arising out of or relating to the Agreement, these Terms, or the Services, the prevailing party is entitled to recover its reasonable attorneys’ fees, costs, and expenses, except to the extent prohibited by law. Fulcrum is also entitled to recover reasonable attorneys’ fees, costs, and collection expenses incurred in collecting undisputed past-due amounts owed by Customer.
20.9. Venue for Court Proceedings. For any dispute permitted to proceed in court under this Section 20, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco County, California.
21 Order of Precedence; Changes to Terms
21.1. If there is a conflict among documents, the following order of precedence applies unless expressly stated otherwise in a signed Agreement: (a) the applicable order form or statement of work; (b) any signed master services agreement; (c) any signed data processing, security, or similar addendum covering its subject matter; and (d) these Terms.
21.2. Fulcrum may update these Terms from time to time. Fulcrum may provide notice of updated Terms by posting the updated version on its website, by email, through an in-product notice, or by any other reasonable means. Unless otherwise stated in the notice or updated Terms, updates will apply prospectively as of their stated effective date. For website or self-service users, continued access to or use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms. Notwithstanding the foregoing, updates required to address an emergency, legal requirement, regulatory requirement, security issue, or risk to the Services, Fulcrum systems, customers, users, or third parties may apply sooner or immediately to the extent reasonably necessary. Fulcrum may maintain archived versions of prior Terms for reference. For an active signed Agreement, material changes to these Terms will not materially diminish Customer’s rights or materially increase Customer’s obligations during the then-current subscription term unless Customer agrees to the changes or renews, expands, or enters into a new order after the updated Terms are posted.
22. General
22.1. These Terms, together with the applicable Agreement, constitute the entire agreement between Fulcrum and Customer regarding the Services and supersede prior or contemporaneous agreements, proposals, or communications regarding the same subject matter.
22.2. Any purchase order or similar document submitted by Customer is for administrative convenience only, and any terms in such document are rejected and void unless expressly accepted in a signed writing by Fulcrum.
22.3. No waiver is effective unless in writing and signed by the waiving party. No waiver of one breach is a waiver of any other breach.
22.4. If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.
22.5. Except for indemnified parties under the indemnification provisions, there are no third-party beneficiaries to these Terms.
22.6. Electronic signatures and electronic records have the same legal effect as originals.
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