FullVue Subscription Agreement
This FullVue Subscription Agreement (this “Agreement”) is a contract between Foundational Technologies, LLC, a Wisconsin limited liability company with its principal place of business in Appleton, Wisconsin (“FoundTech,” “we,” “us”), and the business on whose behalf it is accepted (“Customer,” “you”). It governs your free trial of, and any paid subscription to, FullVue.
You accept this Agreement by checking a box referencing it, by clicking a button to start a trial of or subscribe to the Service, or by accessing or using the Service. The person accepting this Agreement represents that they are authorized to bind Customer. The Service is offered for business use only, not for personal, family, or household use. If you do not agree to this Agreement, do not start a trial and do not use the Service.
Automatic renewal notice: paid subscriptions renew automatically for successive terms unless canceled as described in Section 7. Free trials do not renew and do not convert to paid subscriptions automatically.
Your use of our public website is governed by our Website Terms of Use. Our handling of personal data is described in our Privacy Policy.
1. Definitions
“Service” means FullVue, our cloud-hosted business management software, including its Modules, and the hosting, support, and related services we provide under this Agreement.
“Workspace” means the dedicated FullVue instance and database we provision for Customer.
“Customer Data” means data, content, and materials submitted to the Service by or on behalf of Customer or its Users, including records about Customer’s own employees, customers, jobs, and finances.
“User” means a user account in Customer’s Workspace that is indicated as active in the Service, with access to creation or editing features. Deactivated accounts, accounts used by external people or systems with only limited portal-style access, and the Support Account described in Section 5.3 are not counted as Users and are never billable.
“Support Account” means the single account in Customer’s Workspace, labeled as belonging to FoundTech Solutions, that we use to provide the support described in Section 5.
“Module” means a specialized group of features available for activation in the Service (for example, Field, Invoicing, or Attendance).
“Subscription Plan” means the set of Modules, company-size band or User count, and hosting included in Customer’s subscription, as reflected in the Order Details.
“Order Details” means the commercial details of Customer’s trial or subscription — the selected Modules, company-size band or User count, prices, billing cycle, and term — as presented and confirmed in the signup or checkout flow, in our confirmation emails, or in a written order we both accept. Order Details are part of this Agreement.
“Trial” means a free evaluation Workspace provided under Section 2.
“Bug” means a failure of the Service that results in a complete stop, an error traceback, or a security vulnerability, and that is not directly caused by misuse or by a configuration we do not control. Whether other departures from documented behavior are Bugs is determined at our reasonable discretion.
“Base Fees” means the recurring subscription fees for Customer’s Subscription Plan at Customer’s then-applicable rates, excluding promotional or introductory discounts, one-time services, and Taxes.
“Data Protection Laws” means the data protection and privacy laws applicable to a party’s processing of personal data under this Agreement.
2. Free Trial
2.1 Scope. A Trial runs for 14 days unless a different period is stated at signup. During the Trial you may use the Modules you selected, at no charge and with no payment method required. Trial Workspaces come pre-loaded with sample data for the Modules you picked; sample data is illustrative only, and you may edit or remove it.
2.2 No automatic charge. A Trial does not convert to a paid subscription automatically, and you will not be billed unless you subscribe.
2.3 End of Trial. Either party may end a Trial at any time, with or without cause. When a Trial expires or is ended without a subscription, the Workspace becomes read-only: you can still sign in, view, and export your Customer Data, but cannot make changes. We retain the Workspace in that state for 30 days so you can still subscribe and keep your data, and may permanently delete it after that period. If you subscribe during the Trial or within that 30-day window, your Workspace and Customer Data carry over to your paid subscription unchanged.
2.4 Trial disclaimer. Notwithstanding anything else in this Agreement, Trials are provided “as is” and without any warranty, service commitment, indemnity, or credit; support during a Trial is provided at our reasonable discretion.
3. Access to the Service
3.1 Right to use. For the duration of this Agreement, and subject to payment of applicable fees, we grant Customer a non-exclusive, non-transferable right for its Users to access and use the Service for Customer’s internal business operations, in accordance with this Agreement and the Order Details.
3.2 Restrictions. Customer will not, and will not permit anyone to: (a) resell, sublicense, or provide the Service to third parties as a service bureau or otherwise, except to its own customers through features designed for that purpose (such as portal access); (b) copy, modify, or create derivative works of the Service, or reverse engineer it except to the extent a right to do so cannot be excluded by law; (c) circumvent usage limits or security controls; (d) use the Service to store or transmit malicious code or material that is unlawful, infringing, or defamatory; (e) use the Service in any manner that damages, disables, overburdens, or impairs the Service or interferes with any other customer’s use; or (f) attempt to gain unauthorized access to the Service or to any other account, system, or network connected to it.
3.3 Accounts and security. Customer will keep registration information current, complete, and accurate; will take reasonable measures to keep its User accounts secure, including strong passwords that are not shared; is responsible for all activity under its accounts, other than activity under the Support Account, for which we are responsible; and will notify us promptly of any unauthorized use of its accounts or any other breach of security affecting the Service.
3.4 Lawful use. Customer will use the Service in compliance with applicable laws, including employment, tax, consumer-protection, and communications laws that apply to Customer’s business and to the content Customer sends through the Service.
3.5 Suspension. We may suspend access to all or part of the Service, to the extent reasonably necessary, if: (a) we reasonably believe the Service is being used in violation of Section 3.2 or 3.4 or in a way that threatens the security or integrity of the Service or other customers; (b) suspension is required by law; or (c) undisputed fees are overdue as described in Section 6.5. Except where prohibited or where a threat is immediate, we will give notice before suspending and will restore access promptly once the cause is resolved.
4. Our Services
4.1 Provision of the Service. We will make the Service available to Customer, host and operate Customer’s Workspace, and provide the Modules included in Customer’s Subscription Plan.
4.2 Bug fixing. For the duration of a paid subscription, we commit to making all reasonable efforts to remedy any Bug submitted by Customer through the support channels we designate, and to begin handling each submission within 2 business days. As soon as a Bug is fixed, an appropriate remedy will be communicated to Customer. Both parties acknowledge that, as specified in Sections 13 and 14, we cannot be held liable for Bugs beyond the commitments in this Agreement.
4.3 Security updates. We use commercially reasonable efforts to apply security remedies for security Bugs discovered in the Service to all systems under our control promptly after a remedy becomes available, without requiring any action from Customer.
4.4 Backups and continuity. We take commercially reasonable measures designed to back up Customer Data regularly and to enable restoration of the Service in the event of data loss or infrastructure failure.
4.5 Availability and maintenance. We work to keep the Service available at all times, but we do not warrant uninterrupted availability. We will use commercially reasonable efforts to perform planned maintenance during low-usage hours and to give advance notice of maintenance we expect to be disruptive.
4.6 Previews. We may offer optional features identified as beta, preview, or early access. They are provided “as is,” may be changed or discontinued at any time, and are excluded from the commitments in Sections 4.2 through 4.5 and the warranty in Section 13.2; Sections 10 (Data Protection) and 14 (Limitation of Liability) still apply to them.
5. Support
5.1 Scope. For the duration of a paid subscription, Customer may open an unlimited number of support tickets free of charge, exclusively for questions regarding Bugs or guidance with respect to the use of the standard features of the Service.
5.2 Out of scope. Other requests — such as development, customization, data-migration, or training work — may be covered through a separate services agreement. If it is unclear whether a request is covered, the decision is at our reasonable discretion.
5.3 Our access to the Workspace. Each Workspace contains one Support Account belonging to us. We use it to diagnose and fix problems, verify that fixes work in Customer’s own environment, and check configuration or data when Customer reports that something is wrong. We do not use it to monitor Customer’s business activity. Specifically:
- The Support Account is visible in Customer’s user list and clearly labeled as ours. It is not a User, is never billable, and does not count toward any User limit.
- Its password is unique to Customer’s Workspace. We do not reuse one credential across customers.
- Sign-ins and changes made through it are recorded in Customer’s own activity log, where Customer can review them.
- We restrict use of the Support Account to personnel who need it to perform the support described in this Section, and we access Customer Data through it only as necessary for that purpose or as Section 10 otherwise permits.
- Customer may ask us to disable the Support Account by writing to sales@foundtechsolutions.com. If Customer does, we will still provide support, but our ability to diagnose problems without Customer’s live participation will be limited, and some issues may take longer to resolve or may require a scheduled screen-sharing session.
5.4 Operating access. Separately from the Support Account, operating the Service requires us to administer the servers and databases on which Customer’s Workspace runs, including automated processes that read Workspace databases to monitor health, capacity, and usage. This access is part of hosting and operating the Service and is subject to Section 10.
5.5 Channels. Tickets may be submitted through the contact form on our website or any additional support channels we designate in the Service.
6. Fees, Billing, and Payment
6.1 Fees. Fees for paid subscriptions are based on the Modules and the company-size band or number of Users in Customer’s Subscription Plan, at the prices stated in the Order Details, billed monthly or annually as selected.
6.2 Growth during a term. If during a term Customer’s actual number of Users exceeds its Subscription Plan, or Customer activates Modules not included in it, Customer agrees to notify us promptly and to pay the applicable list price for the additional Users or Modules for the remainder of the term. We may also detect and invoice such usage directly.
6.3 Payment. Fees are due as stated in the Order Details or invoice. Amounts more than 30 days overdue may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable costs of collection.
6.4 Invoice disputes. If Customer disputes an invoice in good faith, it must notify us within 30 days of the invoice date, and the parties will work promptly to resolve the dispute. Undisputed amounts remain due.
6.5 Non-payment. If undisputed fees remain unpaid 14 days after their due date, we may, after giving at least one written notice, restrict the Service to read-only access: Users can still sign in, view, and export Customer Data, but cannot make changes. Access is restored promptly once the overdue fees are paid. If undisputed fees remain unpaid 30 days after their due date and we have sent at least 3 reminders, we may terminate this Agreement immediately; Customer Data is then retained and deleted as described in Section 8.4. Fees are undisputed for purposes of this Section unless Customer has notified us of a good-faith dispute under Section 6.4 before the date of the restriction or termination; a dispute raised later is handled under Section 6.4, with a credit or refund if resolved in Customer’s favor, but does not make a prior restriction or termination wrongful.
6.6 Taxes. Fees are exclusive of all applicable federal, state, local, or other governmental taxes, fees, or charges (“Taxes”). Customer is responsible for all Taxes associated with its purchases, except taxes on our income, and except where we are legally required to collect Taxes for which Customer is responsible.
6.7 No refunds. Except as expressly provided in this Agreement or required by law, fees are non-refundable.
7. Renewal and Price Changes
7.1 Automatic renewal. Each paid subscription term renews automatically for a successive term of equal length unless declined. For terms of one month, either party may decline renewal by written notice given any time before the end of the current term, effective at the end of that term. For longer terms, either party must give written notice of non-renewal at least 30 days before the end of the current term. Customer may give non-renewal notice through the support channels in Section 5.5 or by any other method described in Section 21.4.
7.2 Renewal reminders. For subscription terms of one year or longer, we will send a renewal reminder to Customer’s account email between 15 and 60 days before the deadline to decline renewal, stating that the subscription will renew, the length of the renewal term, and the renewal price if it will change.
7.3 Renewal price cap. At each renewal, the Base Fees for Customer’s then-current Subscription Plan will not increase by more than 10% in aggregate over any 12-month period. New Modules or additional Users added by Customer are charged at the then-applicable list price and are not limited by this cap.
7.4 Promotional discounts. Promotional, introductory, or other limited-time discounts apply only for the period stated when the discount is granted, as reflected in the Order Details. The scheduled expiration of a discount is not a price increase for purposes of Section 7.3, which applies to Base Fees before discounts. We will state the post-discount price in the Order Details when a discount is granted and in any renewal reminder under Section 7.2.
8. Term and Termination
8.1 Term. This Agreement begins when accepted and continues for the Trial period and any subscription terms stated in the Order Details, until expired or terminated as provided here.
8.2 Termination for breach. Either party may terminate this Agreement immediately if the other party materially breaches it and fails to remedy the breach within 30 calendar days after written notice describing the breach. We may also terminate as provided in Section 6.5 (non-payment).
8.3 Effect of termination. Upon expiration or termination: (a) Customer’s right to access the Service ends, and Customer agrees to stop using the Service; and (b) any fees accrued through the effective date remain payable.
8.4 Data export and deletion. Customer may export Customer Data at any time during this Agreement, at no additional charge, using features of the Service or by request through the support channels in Section 5.5. In addition, upon request made within 30 days after expiration or termination of a paid subscription, we will make Customer Data available to Customer in a commonly used, machine-readable format. Unless legally required to retain it, we will permanently delete all copies of Customer Data in our possession within 90 days after expiration or termination (with copies in routine backups purged in the ordinary rotation within that period), except minimal records we must keep for billing, tax, or other legal purposes. Trial Workspaces are handled as described in Section 2.3.
8.5 Survival. Sections 1, 6 (as to accrued fees), 8.3–8.5, 9, 10 (as to data retained), 11, 13, 14, 15, 16, 20, and 21 survive expiration or termination of this Agreement.
9. Customer Data and Intellectual Property
9.1 Your data is yours. Customer owns all right, title, and interest in Customer Data. Customer grants us a non-exclusive, worldwide license to host, copy, process, transmit, and display Customer Data solely as necessary to provide and support the Service, to comply with law, and as otherwise instructed by Customer.
9.2 Our IP. We and our licensors own all right, title, and interest in the Service, the underlying software, and all related documentation, designs, and trademarks. No rights are granted to Customer other than those expressly stated in this Agreement.
9.3 Feedback. If Customer provides suggestions or feedback about the Service, we may use them without restriction or obligation, provided we do not identify Customer as the source without Customer’s prior written consent.
9.4 Usage data. We may collect and use data about the operation and use of the Service in de-identified, aggregated form that does not identify Customer or any person, to operate, secure, and improve the Service. We may also collect and use identified operational data where necessary for billing (including Section 6.2), security, support, and providing the Service. We do not sell Customer Data.
10. Data Protection
10.1 Roles. The parties acknowledge that Customer Data may contain personal data, for which Customer is the controller and FoundTech is a processor (or the equivalent roles under applicable Data Protection Laws). We process such personal data when Customer instructs us to by using the Service, or when Customer transfers data to us for any reason pertaining to this Agreement.
10.2 Our commitments. We commit to:
- only process personal data in Customer Data when and as instructed by Customer, and for the purpose of providing the Service under this Agreement, unless required by law to do otherwise, in which case we will give Customer prior notice unless the law forbids it;
- ensure that all persons within FoundTech authorized to process such personal data have committed themselves to confidentiality;
- implement and maintain appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration, or disclosure;
- forward promptly to Customer any data-protection request submitted to us regarding Customer’s Workspace;
- notify Customer promptly upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to such personal data;
- notify Customer if, in our opinion, a processing instruction infringes applicable Data Protection Laws;
- make available to Customer information reasonably necessary to demonstrate compliance with Data Protection Laws, and reasonably contribute to audits or inspections conducted or mandated by Customer, no more than once per 12-month period and at Customer’s reasonable expense, unless a confirmed incident under point (e) justifies more; and
- permanently delete or return all copies of Customer Data as described in Section 8.4, unless we are legally required to retain them, in which case we will process them solely for the purposes and duration required by law.
10.3 Subprocessors. Customer authorizes us to use third-party service providers (subprocessors) to help provide the Service — for example, cloud infrastructure, email delivery, and SMS delivery providers — provided each subprocessor is bound by written terms no less protective than this Section 10. Our Privacy Policy describes the categories of subprocessors we use, and a current list is available on request. We remain responsible for our subprocessors’ performance.
10.4 Contact accuracy. Customer agrees to keep accurate contact information on file with us at all times, as necessary to reach the person responsible for data protection at Customer.
11. Confidentiality
11.1 Definition. “Confidential Information” means all information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure — including business, financial, product, personnel, customer, and supplier information. Customer Data is Customer’s Confidential Information.
11.2 Protection. The Receiving Party will protect the Disclosing Party’s Confidential Information using the same degree of care it uses for its own similar information, and no less than reasonable care, and will use it only to perform under this Agreement.
11.3 Compelled disclosure. The Receiving Party may disclose Confidential Information to the extent compelled by law, provided it gives the Disclosing Party prior notice of the compelled disclosure to the extent legally permitted.
12. Text Messaging (SMS)
12.1 The Service includes features that allow Customer to send SMS messages to its own customers — for example, account notification messages such as job status updates. We provide the platform and technical delivery; Customer is the party collecting recipient phone numbers and securing consent.
12.2 Customer agrees to use SMS features only in compliance with applicable law (including the Telephone Consumer Protection Act and state equivalents), applicable carrier and industry rules, and this Agreement — including obtaining legally sufficient consent before messaging recipients, honoring opt-outs promptly, and sending only content permitted for its registered messaging use case.
12.3 Program terms for message recipients (including HELP/STOP instructions) are published in the Text Messaging section of our Website Terms of Use. Text messaging originator opt-in data and consent will not be shared with any third parties, consistent with our Privacy Policy.
13. Warranties and Disclaimers
13.1 Mutual warranty. Each party warrants that it has the legal power and authority to enter into this Agreement.
13.2 Our warranty. For the duration of a paid subscription, we warrant that we will use commercially reasonable efforts to provide the Service in accordance with generally accepted industry standards, provided that: (a) Customer’s systems and connectivity are in good operational order; (b) Customer provides adequate information for troubleshooting; and (c) all amounts due to us have been paid. Customer’s sole and exclusive remedy, and our only obligation, for any breach of this warranty is for us to resume performance of the Service at no additional charge.
13.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT COMPLIES WITH LAWS APPLICABLE TO CUSTOMER’S BUSINESS.
13.4 No professional advice. The Service is a software tool. Outputs of the Service — including invoices, payroll and attendance calculations, and reports — are not accounting, tax, or legal advice, and Customer is responsible for reviewing them and for its own compliance with laws applicable to its business.
14. Limitation of Liability
14.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EACH PARTY, TOGETHER WITH ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) 50% OF THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE FIRST CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD 100). MULTIPLE CLAIMS DO NOT ENLARGE THIS LIMIT.
14.2 Exclusion of indirect damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND — INCLUDING LOSS OF REVENUE, PROFITS, OR SAVINGS, LOSS OF BUSINESS, COSTS OF STANDSTILL OR DELAY, OR LOST OR CORRUPTED DATA — ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.3 Exceptions. The limits in this Section 14 do not apply to: (a) Customer’s payment obligations under Section 6; (b) a party’s indemnification obligations under Section 15; (c) liquidated damages under Section 16; (d) Customer’s breach of Section 3.2 (Restrictions), Section 9.2 (Our IP), or Section 11 (Confidentiality); or (e) a party’s gross negligence, willful misconduct, or fraud, or any other liability that cannot be limited under applicable law.
15. Indemnification
15.1 By Customer. Customer will defend and indemnify FoundTech against any third-party claim, and resulting damages, costs, and reasonable attorneys’ fees finally awarded or agreed in settlement, to the extent arising from: (a) Customer Data; (b) Customer’s use of the Service in violation of law or this Agreement; (c) Customer’s text messaging practices, including any failure to obtain legally sufficient consent; or (d) disputes between Customer and its own customers, employees, or contractors.
15.2 By FoundTech. For the duration of a paid subscription, we will defend and indemnify Customer against any third-party claim, and resulting damages, costs, and reasonable attorneys’ fees finally awarded or agreed in settlement, alleging that the Service, as provided by us and used as permitted under this Agreement, infringes a United States patent, copyright, or trademark, or misappropriates a trade secret. If such a claim arises or appears likely, we may, at our option: procure the right for Customer to continue using the Service; modify or replace the affected part without materially reducing functionality; or, if neither is commercially reasonable, terminate the affected subscription and refund any prepaid fees for the unused portion of the term. This Section 15.2 does not apply to claims arising from Customer Data, from combination of the Service with items not provided by us, or from use in violation of this Agreement, and states our entire liability and Customer’s exclusive remedy for infringement claims.
15.3 Procedure. The indemnified party must give prompt written notice of the claim, allow the indemnifying party sole control of the defense and settlement (provided any settlement releases the indemnified party unconditionally and imposes no obligation on it other than, for claims under Section 15.2, ceasing use of the affected portion of the Service), and provide reasonable cooperation at the indemnifying party’s expense.
16. Non-Solicitation
Except with the other party’s prior written consent, each party agrees not to solicit or offer employment to any employee of the other party who is involved in performing or using the Service under this Agreement, for the duration of this Agreement and for 12 months after its termination or expiration. If a party breaches this Section and that breach results in the employee’s departure for that purpose, the breaching party agrees to pay the other party liquidated damages of USD 25,000, which the parties agree is a reasonable estimate of the harm and not a penalty. This Section does not restrict hiring resulting from general public job postings not targeted at the other party’s employees.
17. Publicity
Except where notified otherwise in writing, each party grants the other a non-transferable, non-exclusive, royalty-free, worldwide license to reproduce and display the other party’s name, logos, and trademarks, solely to refer to the other party as a customer or supplier on websites, press releases, and other marketing materials. Either party may revoke this license at any time by written notice.
18. Force Majeure
Neither party is liable for delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, such as governmental action, fire, strike, war, flood, accident, epidemic, embargo, or failure of third-party infrastructure, for as long as the cause exists.
19. Changes to this Agreement
19.1 We may update this Agreement from time to time. Each version is identified by the version number and effective date at the top of this page, and archived copies of prior versions are available on request.
19.2 If we make a material change, we will give at least 30 days advance notice before it takes effect, by email to Customer’s account email, by notice in the Service, or by prominent notice on our website. For paid subscriptions, a material change that is adverse to Customer takes effect at Customer’s next renewal, unless the change is required for legal or security reasons or Customer agrees to it earlier.
19.3 If Customer objects to a materially adverse change, Customer may terminate this Agreement by written notice before the change takes effect, and we will refund any prepaid fees for the period after the effective date of termination. Continued use of the Service after a change takes effect constitutes acceptance of the change. Changes do not apply retroactively.
20. Governing Law and Venue
This Agreement is governed by the laws of the State of Wisconsin, without regard to its conflict-of-law rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. Any dispute arising out of or relating to this Agreement or the Service will be brought exclusively in the state courts sitting in Outagamie County, Wisconsin, or the United States District Court for the Eastern District of Wisconsin, and each party consents to the personal jurisdiction and venue of those courts. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY SUCH DISPUTE.
21. General Provisions
21.1 Entire agreement; precedence. This Agreement, together with the Order Details and any documents expressly incorporated by reference, is the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements and understandings on that subject. If there is a conflict, the Order Details control over this Agreement for commercial terms, and this Agreement controls over any referenced policy.
21.2 Independent contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, or employment relationship, and there are no third-party beneficiaries.
21.3 Assignment. Customer may not assign this Agreement without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice to us. We may assign this Agreement to an affiliate or to a successor in a merger, acquisition, or sale of substantially all assets. Any other attempted assignment is void.
21.4 Notices. We may give notices to Customer by email to the account email on file, by notice in the Service, or by posting on our website as described in Section 19. Customer may give notices to us at sales@foundtechsolutions.com, through the contact form on our website, or to any other notice email we designate in the Service; notices of non-renewal, termination, or breach must be in writing (email suffices). Notices from us are deemed given when sent to the account email on file. Notices from Customer are effective when we receive them, and we will confirm receipt of non-renewal and termination notices promptly.
21.5 Severability; waiver. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions remain in full force, and the parties will replace the affected provision with a valid one having as near as possible the same effect. A failure to enforce a provision is not a waiver of it.
21.6 Electronic acceptance. This Agreement may be accepted electronically, and electronic acceptance has the same force as a handwritten signature.