Terms of Service

You must be at least 18 years old and legally able to enter into a contract. If you are using the Services on behalf of an entity, you represent that you have authority to bind that entity, and “you” refers to that entity. The Services are not intended for personal, family, or household use.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You will notify us promptly of any unauthorized use. You will provide accurate, current, and complete information when registering and keep it up to date.

Access to paid Services requires a subscription. Fees, billing frequency, and plan details are set out in your order, the pricing page, or a separate written agreement. Unless otherwise specified:

• fees are charged in advance and are non-refundable except as expressly stated;
• subscriptions automatically renew at the then-current rates until cancelled;
• you authorize us and our payment processors to charge your designated payment method;
• fees are exclusive of taxes, which are your responsibility except for taxes on our net income;
• we may suspend or terminate the Services for non-payment following reasonable notice.

We may change our fees on at least thirty (30) days’ notice; changes take effect at the start of your next renewal term.

Subject to your compliance with these Terms and timely payment of fees, FirstParty grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during your subscription term to access and use the Services for your own internal business purposes.

You will not, and will not permit any third party to:

• use the Services in violation of applicable law, including privacy, data protection, advertising, consumer protection, anti-spam, and export laws;
• use the Services to track, profile, or process information about end users without all required notices, consents, and lawful bases;
• upload, transmit, or process malicious code, or interfere with, disrupt, or attempt to gain unauthorized access to the Services or related systems or networks;
• reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services, except to the extent applicable law expressly prohibits such restriction;
• resell, sublicense, time-share, or use the Services to provide services to third parties except as expressly permitted by us in writing;
• use the Services to build a competing product or to benchmark without our prior written consent;
• process data of a kind we have notified you we do not support, including without limitation protected health information subject to HIPAA, payment card data subject to PCI-DSS beyond what we expressly process for billing, government-issued identifiers, or sensitive categories of personal data unless expressly agreed in a written addendum.

“Customer Data” means data, content, and information, including end-user data, that you or your end users submit to or process through the Services. As between the parties, you own all right, title, and interest in Customer Data. You grant FirstParty a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and otherwise process Customer Data solely as needed to provide, secure, and improve the Services and to comply with law.

You are solely responsible for the accuracy, quality, and legality of Customer Data, for the means by which you acquired it, and for providing all notices and obtaining all consents, authorizations, and lawful bases required to allow FirstParty to process it. You will maintain a privacy policy and cookie/ consent banner on your properties as required by law and that accurately reflects your use of FirstParty.

Our processing of personal data on your behalf is governed by our Privacy Policy and, where applicable, a Data Processing Addendum that is hereby incorporated by reference once executed. We may use aggregated and de-identified data derived from the Services for any lawful business purpose, including improving and benchmarking the Services, provided the data is not identifiable to you or any individual.

The Services interoperate with third-party platforms (such as ad networks, analytics platforms, e-commerce platforms, ESPs, and data warehouses). Your use of those platforms is governed by their own terms and policies, and we are not responsible for their acts, omissions, downtime, pricing, or features. You authorize us to access and exchange data with the third-party platforms you connect.

FirstParty and its licensors own all right, title, and interest in and to the Services, including all software, technology, models, documentation, and improvements, and all related intellectual property rights. No rights are granted to you other than as expressly set out in these Terms. You will not remove, alter, or obscure any proprietary notices.

If you provide feedback, suggestions, or ideas about the Services, you grant FirstParty a perpetual, irrevocable, royalty-free, worldwide license to use them without restriction or obligation.

Each party may disclose non-public business or technical information that is identified as confidential or that should reasonably be understood to be confidential (“Confidential Information”). The receiving party will use Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to its personnel and advisors with a need to know who are bound by similar obligations. These restrictions do not apply to information that is or becomes publicly available without breach, was lawfully known to the recipient before disclosure, is rightfully obtained from a third party, or is independently developed without use of Confidential Information.

We strive to keep the Services available, but we do not guarantee uninterrupted availability. Service-level commitments, if any, are stated in a separate written agreement or in a service-level addendum. Features identified as alpha, beta, experimental, preview, or similar are provided “as-is” without any warranty or service-level commitment, and may be modified or discontinued at our sole discretion.

We may suspend the Services or any user’s access without liability if we reasonably believe (a) the Services are being used in violation of these Terms or applicable law, (b) continued use poses a security, legal, or operational risk to FirstParty, our other customers, or third parties, or (c) suspension is required by law or by a third-party platform we rely on. Where reasonably practicable we will provide advance notice and an opportunity to cure.

These Terms apply for as long as you use the Services or have an active subscription. Either party may terminate for the other party’s material breach if the breach is not cured within thirty (30) days of written notice. We may terminate immediately for non-payment, for breach of Sections 5, 6, 8, or 9, or if continuing the relationship would violate law or third-party platform policies.

Upon termination: (i) your access to the Services will cease; (ii) you will pay all fees accrued before termination; and (iii) Sections 6, 8, 9, 13–18, and any other provisions that by their nature should survive will survive.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, FIRSTPARTY AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED. WE MAKE NO REPRESENTATION REGARDING THE RESULTS YOU WILL OBTAIN, INCLUDING ANY ATTRIBUTION, REVENUE, ROAS, OR CAC OUTCOMES.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, GOODWILL, BUSINESS, DATA, OR ADVERTISING SPEND, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO FIRSTPARTY FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (US$100), WHICHEVER IS GREATER. THESE LIMITATIONS APPLY IN THE AGGREGATE TO ALL CLAIMS AND ALL CAUSES OF ACTION. THE PARTIES AGREE THAT THESE LIMITATIONS ARE A MATERIAL BASIS OF THE BARGAIN.

You will defend, indemnify, and hold harmless FirstParty and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) Customer Data, including any allegation that it violates law or infringes a third-party’s rights, (b) your use of the Services in breach of these Terms or applicable law, including failure to obtain required consents from end users, (c) your products, services, websites, or advertising, or (d) your breach of any representation, warranty, or covenant in these Terms.

These Terms are governed by the laws of the State of Nevada, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution. Before filing any claim, you agree to try in good faith to resolve the dispute by contacting support@gofirstparty.com and giving us thirty (30) days to respond.

Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved informally will be resolved by binding arbitration administered by JAMS under its then-current Streamlined Arbitration Rules. The arbitration will be conducted in the English language, by a single arbitrator, and seated in Las Vegas, Nevada (or another location the parties agree to in writing). Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information without first proceeding to arbitration. Notwithstanding the foregoing, either party may bring an individual claim in small-claims court if it qualifies.

Class-action waiver. EACH PARTY AGREES THAT ANY DISPUTE WILL BE BROUGHT ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR HAS NO AUTHORITY TO CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. IF THIS WAIVER IS HELD UNENFORCEABLE AS TO ANY CLAIM, THAT CLAIM WILL BE SEVERED AND PROCEED IN COURT, WHILE THE REMAINING CLAIMS PROCEED IN ARBITRATION.

You must bring any claim within one (1) year after it accrues, or it is permanently barred, except to the extent applicable law prohibits such limitation.

We may update these Terms from time to time. If we make material changes, we will provide notice (for example, by email or in-product notice) and update the effective date. Material changes take effect no sooner than the start of your next renewal term, unless we identify them as required for legal, security, or regulatory reasons in which case they may take effect immediately. Your continued use of the Services after the effective date constitutes acceptance.

Entire agreement. These Terms, together with any order form, DPA, or written agreement signed by both parties, are the entire agreement between the parties and supersede all prior or contemporaneous understandings. Order of precedence. In a conflict, a signed order form controls over these Terms, and these Terms control over our Privacy Policy except as to privacy matters. Assignment. You may not assign these Terms without our prior written consent; we may assign them without consent in connection with a corporate transaction. No waiver. Failure to enforce any provision is not a waiver. Severability. If any provision is unenforceable, the remaining provisions will remain in full force and effect. Force majeure. Neither party is liable for delays or failures due to events beyond its reasonable control. No agency. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. Notices. Notices to FirstParty must be sent to support@gofirstparty.com; notices to you may be given through the Services or to the email associated with your account. U.S. government. The Services are “commercial items” as defined in 48 C.F.R. 2.101 and licensed to U.S. government end users only with the rights granted to all other end users under these Terms. Export. You will comply with all applicable export-control and sanctions laws and will not use the Services in any embargoed jurisdiction.

Boats LLC (d/b/a FirstParty)
Attn: Legal
Email: support@gofirstparty.com