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.

If you are an agency, consultant, or other party deploying the Services on a website or property owned by someone else (a “Client”), you represent that you are authorized by that Client to do so, you are responsible for your Client’s compliance with these Terms, and your obligations under Sections 7 and 17 extend to claims arising from each Client’s properties.

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, including any add-on, 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, wiretapping and eavesdropping, 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;
• configure or operate the Services, or any consent management platform connected to them, so that data is collected from or transmitted about an end user who has declined consent, withdrawn consent, or opted out, where the law requires that choice to be honored;
• deploy the Services on any website, page, or application that is directed to children under 16, or that reveals or allows inference of an end user’s health condition, treatment, sexual orientation, religious beliefs, precise geolocation, financial account information, or other sensitive characteristics, unless expressly agreed in a written addendum;
• use the Services to transmit information that identifies an end user as having requested or obtained specific video materials or services, except with the consent required by the Video Privacy Protection Act and comparable state laws;
• 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, including Journey Data (as defined in Section 8). As between the parties, you own all right, title, and interest in Customer Data. You grant FirstParty a non-exclusive, royalty-free license to host, copy, store, transmit, display, and otherwise process Customer Data solely as needed to provide, secure, maintain, and support the Services for you 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.

No sale; no independent use. FirstParty does not sell, rent, or trade Customer Data, and does not “share” it for cross-context behavioral advertising. FirstParty does not use Customer Data for its own advertising or marketing, does not use it to build profiles of end users for itself or for any other customer, does not combine it with Customer Data of any other customer, and does not use it to train artificial intelligence or machine learning models made available to anyone other than you. FirstParty transmits Customer Data to third parties only to our sub-processors, to the destinations you configure, or where required by law.

Our processing of personal data on your behalf is governed by our Privacy Policy and our Data Processing Addendum at gofirstparty.com/dpa (the “DPA”), which applies automatically without signature and is incorporated into these Terms by reference. We may create and use aggregated and de-identified information derived from the operation of the Services (such as system performance, uptime, error rates, and feature usage) to maintain and improve the Services, provided that information does not identify, and cannot reasonably be linked to, you, your end users, or any individual. We will maintain such information in de-identified form and will not attempt to re-identify it.

7.1 You are responsible for compliance. You decide whether, where, and how to deploy the Services, which data is collected, and where it is sent. You, not FirstParty, are solely responsible for ensuring that your websites, applications, advertising, and use of the Services comply with all laws that apply to you and your end users, including: the California Consumer Privacy Act and other US state consumer privacy laws; the California Invasion of Privacy Act (including California Penal Code sections 631, 632.7 and 638.51) and other state wiretapping, eavesdropping, and pen register or trap and trace laws; the federal Electronic Communications Privacy Act; the Video Privacy Protection Act; state consumer health data laws such as the Washington My Health My Data Act; the Children’s Online Privacy Protection Act; and the requirements of each advertising and analytics platform you connect. This includes providing required privacy notices, obtaining required consents before tracking begins, honoring opt-out requests and opt-out preference signals such as Global Privacy Control, and conducting any required data protection assessments.

7.2 How our consent integration works. At initial setup, FirstParty configures the Services to detect and respect the consent state communicated by your consent management platform (“CMP”) through Google Consent Mode v2, and to adjust collection and forwarding of data based on that state. The Services do not independently determine whether consent is required, whether consent was validly obtained, or what an end user chose. They act only on the signals your CMP provides.

7.3 Dependence on your CMP. You acknowledge that the consent integration works as designed only if your CMP is properly installed, configured, and maintained, and correctly implements Google Consent Mode v2. The Services may collect or transmit data without a valid consent, or may fail to collect data you expect, if, among other things: you have no CMP; your CMP does not support or incorrectly implements Google Consent Mode v2; default consent states, regional settings, or banner logic are misconfigured; your CMP loads after, or fails to block, tags or scripts that fire before consent; you choose an implementation (such as “advanced” consent mode) that permits certain data to be sent before or without consent; your CMP does not detect or pass through opt-out preference signals; or you, your developers, your Client, a theme, an app, or another third party changes your site, tags, or CMP after setup. FirstParty is not responsible for, and makes no representation about, the operation of any CMP, and has no obligation to monitor your properties for these conditions.

7.4 No legal advice. FirstParty is a technology provider, not a law firm. Any setup, configuration, onboarding, audit, template, documentation, recommendation, or statement by FirstParty or its personnel about consent, privacy, or tracking laws is provided for convenience only, is not legal advice, and does not represent that any configuration complies with any law. You should consult your own legal counsel. Our setting up or reviewing your consent configuration does not transfer any compliance responsibility to FirstParty.

7.5 Acknowledgment of litigation risk. You acknowledge that website operators are frequently the subject of demand letters, individual and mass arbitration demands, and class action lawsuits alleging that website tracking technologies (including pixels, tags, cookies, server-side tracking, session recording, and conversion APIs) violate wiretapping, pen register, consumer privacy, video privacy, or similar laws, whether or not those claims have merit. You accept that risk as the operator of your properties. Any such claim, demand, investigation, or proceeding brought by an end user, consumer, class, regulator, or other third party that arises out of or relates to data collected or transmitted on or from your properties, your notices, your consent practices, your CMP, or your advertising (a “Privacy Claim”) is your responsibility, including where FirstParty is also named, and is subject to your defense and indemnification obligations under Section 17.

7.6 FirstParty’s role. FirstParty operates the Services solely on your behalf and at your direction, as your service provider and processor. FirstParty does not read, use, or exploit the contents of communications between you and your end users for its own purposes, and processes Customer Data only as necessary to provide the Services to you, as described in Section 6 and the DPA.

7.7 Cooperation and suspension. You will notify us promptly if you receive a Privacy Claim that concerns the Services, and will not make any statement attributing responsibility to FirstParty without our prior written consent. If we reasonably believe that your use of the Services, or your consent configuration, exposes FirstParty to legal risk, we may suspend or modify the affected Services under Section 13 until the issue is resolved. We have no obligation to do so, and our decision not to do so is not an approval of your configuration.

8.1 What it does. If you subscribe to our customer journey and attribution add-on (the “Journey Add-on”), FirstParty will store event, session, touchpoint, conversion, and order or lead data collected through the Services, together with associated contact information such as names, email addresses, and phone numbers (“Journey Data”), so that it can present end-user journeys and attribution reporting to you. Unlike the core Services, the Journey Add-on stores Journey Data on a persistent basis, in the manner described in the DPA.

8.2 Your data, your reports only. Journey Data is Customer Data. FirstParty uses Journey Data only to provide the Journey Add-on and related support to you, and it is subject to the restrictions in Section 6, including that FirstParty never sells it, never shares it for cross-context behavioral advertising, never combines it with any other customer’s data, and never makes it available to any other customer.

8.3 Consent still applies. The Journey Add-on stores only data that the Services collect in accordance with the consent state they receive under Section 7. Because the Journey Add-on associates activity with identifiable individuals, you are responsible for disclosing that activity in your privacy notices and for obtaining any consent the law requires for it.

8.4 Reports are estimates. Journey and attribution reports are models based on the data available to the Services. They may be incomplete or inaccurate, including because of end-user consent choices, ad blockers, browser restrictions, CMP behavior, or platform changes. You are responsible for your own advertising, budgeting, and business decisions.

8.5 Retention and deletion. Journey Data is retained while your Journey Add-on subscription is active, and deleted in accordance with the DPA after your subscription ends. You are responsible for exporting any reports or data you wish to keep before your subscription ends.

The Services interoperate with third-party platforms (such as ad networks, analytics platforms, consent management 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, or for how they process data they receive. 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, 7, 10, or 11, 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, 7, 8.4, 8.5, 10, 11, 15–20, 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.

WITHOUT LIMITING THE FOREGOING, FIRSTPARTY DOES NOT WARRANT THAT THE SERVICES, THEIR CONSENT INTEGRATION, OR ANY CONFIGURATION FIRSTPARTY SETS UP OR RECOMMENDS WILL COMPLY WITH ANY PRIVACY, CONSENT, WIRETAPPING, OR OTHER LAW; WILL CORRECTLY DETECT OR HONOR EVERY CONSENT CHOICE, OPT-OUT, OR PREFERENCE SIGNAL; OR WILL PREVENT ANY CLAIM AGAINST YOU.

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.

WITHOUT LIMITING THE FOREGOING, FIRSTPARTY HAS NO LIABILITY TO YOU FOR ANY PRIVACY CLAIM, OR FOR ANY DAMAGES, SETTLEMENTS, JUDGMENTS, FINES, PENALTIES, OR DEFENSE COSTS ARISING FROM A PRIVACY CLAIM, EXCEPT TO THE EXTENT A COURT OF COMPETENT JURISDICTION FINALLY DETERMINES THAT THE PRIVACY CLAIM WAS CAUSED BY FIRSTPARTY’S USE OR DISCLOSURE OF CUSTOMER DATA IN BREACH OF SECTION 6, AND THEN SUBJECT TO THE LIMITATIONS ABOVE.

THE EXCLUSIONS AND CAP IN THIS SECTION 16 DO NOT APPLY TO YOUR OBLIGATIONS TO PAY FEES, YOUR DEFENSE AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 17, OR YOUR BREACH OF SECTION 5 OR 7.

17.1 Your indemnity. You will defend, indemnify, and hold harmless FirstParty and its affiliates, officers, directors, members, managers, employees, contractors, and agents (the “FirstParty Parties”) from and against any and all third-party claims, demands, arbitrations, suits, investigations, and proceedings, and all resulting damages, judgments, settlements, fines, penalties, liabilities, costs, and expenses (including reasonable attorneys’ fees, expert fees, and arbitration fees), arising out of or related to: (a) Customer Data, including any allegation that its collection, use, or transmission violates law or infringes a third party’s rights; (b) any Privacy Claim, including any claim that a FirstParty Party aided, abetted, conspired in, or itself committed an unlawful interception, recording, eavesdropping, tracking, or disclosure on or from your properties, or that the Services as configured, deployed, or operated on your properties do not comply with any privacy, consent, wiretapping, or similar law; (c) your consent practices, CMP, privacy notices, or failure to obtain any required consent or honor any opt-out; (d) your use of the Services in breach of these Terms or applicable law; (e) your products, services, websites, or advertising; (f) any Client’s properties or claims by any Client; or (g) your breach of any representation, warranty, or covenant in these Terms or the DPA.

17.2 Exception. Your obligations under Section 17.1 do not apply to the extent a court of competent jurisdiction finally determines that a claim was caused by FirstParty’s gross negligence, willful misconduct, or use or disclosure of Customer Data in breach of Section 6.

17.3 Procedure. FirstParty will give you reasonably prompt notice of a claim, although a delay in notice relieves you of your obligations only to the extent the delay materially prejudices your defense. You will assume the defense with counsel reasonably acceptable to FirstParty. FirstParty may participate with its own counsel at its own expense, or at your expense if you fail to assume the defense promptly or if a conflict of interest exists. You will not settle any claim in a way that admits fault by, imposes any obligation on, or fails to fully release any FirstParty Party without FirstParty’s prior written consent.

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 between you and FirstParty 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, and FirstParty may enforce Section 17 in any court in which a third-party claim against a FirstParty Party is pending.

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. Changes that apply only to a new feature or add-on, such as the Journey Add-on, apply to that feature or add-on from the time you first subscribe to or use it.

Entire agreement. These Terms, together with the DPA and any order form 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; the DPA controls over these Terms as to the processing of personal data, except that Sections 7, 16, and 17 of these Terms control as to Privacy Claims; and these Terms control over our Privacy Policy. 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, it will be enforced to the maximum extent permitted and 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. No third-party beneficiaries. These Terms do not confer any rights on any third party, including your end users, except that the FirstParty Parties are intended beneficiaries of Section 17. 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