Terms Of Service – Fast Simon

https://www.www.fastsimon.com is a website that provides Fast Simon web services (referred to as the “Website,” “Site,” or “Service”), operated by Fast Simon, Inc. (“We,” “Us,” “Company,” or “Fast Simon”). By accepting this agreement, either by signing this agreement, clicking a box indicating your acceptance, or executing an order form that references this agreement, and by using the information, Service available through this Site you agree to be bound by the terms and conditions contained herein and the terms of our privacy policy located at https://www.www.fastsimon.com/privacy/ (“Privacy Policy”), which is incorporated by reference into and made a part of this terms of service (these terms and conditions and Privacy Policy collectively referred to as “agreement” or “terms of service”). If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not wish to be bound by the agreement, you must leave the Site immediately and do not use the Service. Any further access of the Site will be considered as an acceptance of the terms and conditions of this agreement. Company may modify this agreement at any time and such modification shall be effective immediately upon posting of the modified agreement on the site, and thereafter, your use of the Service constitutes your acceptance to the updated terms of this agreement. You agree to be bound to any changes to this agreement when you use the Site after any such modification is posted. It is therefore important that you review the agreement regularly to ensure you are updated with the changes.  Violation of any of the terms below will result in the termination of your account. You agree to use the Service at your own risk. Additionally, you may use the Service only if you are 18 years or older and capable of forming a binding contract with us and are not otherwise barred from using the Service under applicable law.

Account

When you register for an account, you may be required to provide us with some information about yourself, such as your e-mail address or other contact information. You agree that the information you provide to us is and will be accurate and up-to-date at all times. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you agree to notify us as soon as possible at info@fastsimon.com.

Acceptable Use Policy

You alone are responsible for your conduct on the Site. Without limitation to the foregoing, you agree that you will not use the Site or Software to take any of the following actions:

• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of others, including any conduct which (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
• You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Fast Simon, or any other Fast Simon service.
• You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Fast Simon.
• Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Fast Simon customer, employee, member, or officer will result in immediate account termination.
• You must not transmit any content or any code of a destructive nature via our API.
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.

Usage Restrictions

You will not:

• Make any Service available to, or use any Service for the benefit of, anyone other than You or your users;
• Sell, resell, license, sublicense, distribute, make available, rent or lease any Service, or include any Service in a service bureau or outsourcing offering;
• Access any Service in order to build a competitive product or service or to benchmark with a competitive product or service;
• Reverse engineer any Service (to the extent such restriction is permitted by law) or create any derivative product;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
• Use, display, mirror or frame the Service, or any individual element within the Service, our name, any of our trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page or in the App, without our express written consent;
• Access, tamper with, or use non-public areas of the Service, our computer systems, or the technical delivery systems of our providers;
• Attempt to probe, scan, or test the vulnerability of any of our systems or networks or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Service;
• Attempt to access or search the Service or download Service content from the Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search
• Collect or store any Personal Data from the Service from other users of the Service without their express permission. “Personal Data” means any information relating to (i) an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

Technical Support

Technical support is only provided to paying account holders via email.

You understand that Fast Simon uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service, and that Fast Simon shall not be responsible for any Service unavailability or other issues affecting the Service which result from the acts or omissions of such third parties.

You understand that the technical processing and transmission of the Service, including your queries, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Participation in the Fast Simon Reference Program 

Under the Fast Simon Reference Program, Customer hereby grants to Fast Simon and its Affiliates (as defined herein) during the term of this Contract and for a period of one (1) year thereafter (i) the right to display Customer’s approved current and future names, trademarks, service marks, copyrights and logos on Fast Simon’s website, including promotional materials, presentation materials (e.g., PowerPoint decks), and (ii) development of case studies highlighting Customer’s adoption of Fast Simon Services. Customer shall have the right to approve and inform any written case studies or related social media promotions.  Customer may be considered for speaking engagements, webinars or press releases.

Third-party sites, products, and Services

This Website may contain links to other sites owned by third parties that contain additional terms of use (“Third Party Terms of Use”). Your use of each of those sites is subject to the Third Party Terms of Use, if any, that each of those sites has posted. Company has no control over such third party sites or Third Party Terms of Use, and Company is not responsible for any Third Party Terms of Use or content on those third party sites. You agree to access and use any such third party links, websites, and other materials at your sole risk.

Delivery of Search Suggestions and Results

By accessing the Site or integrating the Service, you hereby grant Company the permission to display search suggestions and/or results through the Service and any other usage data you may submit or generate through your use the Service or Site in order for us to offer the full functionalities offered by the Service, including without limitation, Smart Collections, Personalized Recommendations, and other features included in the Service. The timing, frequency, placement of these suggestions are determined solely by the Service.

Payment, Refunds, Upgrading and Downgrading Terms

• Payment are done on an annual billing cycle, unless otherwise stated in an order form or if subscribed monthly via our WebSite, using a direct deposit to Fast Simon’ bank account.
• An upgrade from the free plan to any paying plan will end your free trial. You will be billed for your first month immediately upon upgrading.
• The Service is billed in advance and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat all customers equally, no exceptions will be made.
• If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
• If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 10 days’ prior notice that Your account is overdue, before suspending services to You.
• All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
• For any upgrade or downgrade in plan level, you will automatically be charged the new rate on your next billing cycle.
• Downgrading your Service may cause the loss of content, features, or capacity of your account. Fast Simon will not be responsible for any liability related to such loss.

Term and Termination

• This agreement commences on the date you first accept it and continues until all subscriptions hereunder have expired or have been terminated.
• The term of each subscription shall be as specified in the applicable order form. Except as otherwise specified in an order form, subscriptions will automatically renew for additional periods equal to the expiring subscription term, unless either party gives the other notice of non-renewal at least 60 days before the end of the expiring subscription term. We may increase the per-unit pricing upon the commencement of any renewal term by up to 7% above the applicable pricing in the prior term without prior notice.  For any increase in pricing of greater than 7%, we will provide you notice of such increase in pricing at least 75 days prior to the applicable renewal term.
• All of your content access will be immediately unavailable from the Service upon termination.
• Fast Simon, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other Fast Simon service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your account or your access to your account. Fast Simon reserves the right to refuse service to anyone for any reason at any time.

Modifications to the Service and Prices

• Fast Simon reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
• Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the www.fastsimon.com Site or the Service itself.
• Fast Simon shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

Security

Information sent or received over the Internet is generally unsecured and Fast Simon cannot and does not make any representation or warranty concerning security of any communication to or from the Website or any representation or warranty regarding the interception by third parties of personal or other information. If Fast Simon becomes aware of any Security Breach, Fast Simon shall notify You, at its own expense, within twenty-four (24) hours.  You shall fully co-operate with and assist Us, in dealing with the Security Breach and in ensuring compliance with your obligations under applicable law. “Security Breach” means any unauthorized access, processing, deletion, loss or any form of unlawful processing of the personal data. Fast Simon’s notification of or response to a Security Breach will not be construed as an acknowledgement by Fast Simon of any fault or liability with respect to the Security Breach. Fast Simon will make commercially reasonable efforts, in accordance with its security incident management policies and procedures, to identify the cause of such Security Breach, and provide you with sufficient information to allow you to meet your obligations under any applicable privacy or data protection law to report or inform data subjects of the Security Breach.

Liability Disclaimers

The information, services and products available to you on this Web site may contain errors and is subject to periods of interruption. While the Company does its to maintain the information, services and products it offers on the Site, the Company cannot be held responsible for any errors, defects, lost profits, or other consequential damages arising from the use of this Web Site.

THE SITE PROVIDES THE INFORMATION, SERVICES AND PRODUCTS AVAILABLE ON THIS WEB SITE “AS IS” AND “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL FAST SIMON, INC. BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL AND EXEMPLARY DAMAGES, OR ANY DAMAGES WHATSOEVER, ARISING FROM THE USE OR PERFORMANCE OF THIS WEB SITE OR FROM ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED THROUGH THIS WEB SITE, EVEN IF FAST SIMON, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THIS WEB SITE, OR ANY PORTION THEREOF, YOUR EXCLUSIVE REMEDY SHALL BE TO CEASE USING THE WEB SITE. YOU HEREBY RELEASE US AND AGREE TO HOLD US HARMLESS FROM ANY AND ALL CAUSES OF ACTION AND CLAIMS OF ANY NATURE RESULTING FROM THE SERVICE, INCLUDING (WITHOUT LIMITATION) ANY ACT, OMISSION, OPINION, RESPONSE, ADVICE, SUGGESTION, DATA, RESULTS, INFORMATION AND/OR ANY OTHER CONTENT OR INFORMATION ACCESSIBLE THROUGH THE SERVICE.
EXCEPT SOLELY TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICE EXCEED THE GREATER OF: (I) $50.00 OR (II) THE AMOUNTS YOU HAVE PAID TO US FOR USE OF THE SERVICE WITHIN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Proprietary Rights and Licenses

Subject to the limited rights expressly granted hereunder, We and our licensors reserve all of our/their right, title and interest in and to the Services, including all of our/their related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

You grant Us, Our Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Your data, in connection with use of the Services by You, and to use Your data to provide and improve the Services. Subject to the limited licenses granted herein, We acquire no right, title or interest from You under this Agreement in or to any of Your data. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our and/or Our Affiliates’ Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or users relating to the operation of Our services.

You grant to Us and Our Affiliates a license to collect, transmit, display and use data regarding Your use of the Services both during and after the term of this Agreement, to improve and modify our Services based on anonymized, aggregated usage data from our customers.

Indemnity

You agree to indemnify, defend, and hold Fast Simon Inc, its officers, directors, owners, agents and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Site, the violation of this agreement by you, or the infringement by you, or other user of the message boards using your computer, of any intellectual property or other right of any person or entity, or any liability resulting from your negligence, misconduct, fraud, or misrepresentation. Fast Simon Inc. reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

Force Majeure

Our performance hereunder is subject to interruption and delay due to causes beyond its reasonable control including acts of God, acts of government, war, civil disorder, fire, power failure, equipment failure, labor dispute, inability to obtain necessary supplies, and the like.

Feedback

We welcome feedback, comments and suggestions for improvements to the Service (“Feedback”). You can submit Feedback by emailing us at info@fastsimon.com. By submitting Feedback, you hereby grants to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Export Compliance, Anti-Corruption

The Services and other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit any users to access or use any Service in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.

You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of our employees or agents in connection with this agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

Miscellaneous

Fast Simon Inc. reserves the right, in its sole discretion, to suspend, modify, add or erase at any time parts of its web content. Moreover, Fast Simon Inc. has the right to modify the terms of the present Agreement, at any time and without prior warning. You are to verify the Agreement from time to time, because you acknowledge that you are subject to the modifications as soon as they are posted on the web. If at any moment, some services provided by Fast Simon Inc. can be subject to other terms than these stated above, Fast Simon Inc. shall post a visible announcement on the website, regarding the specific regulations for that matter.
You may not assign or transfer this agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this agreement, without such consent, will be null and of no effect. We may freely assign or transfer this agreement without restriction. Subject to the foregoing, this agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
The failure of Fast Simon to exercise or enforce any right or provision of the agreement shall not constitute a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of us. This agreement constitutes the entire agreement between you and Fast Simon and govern your use of the Service, superseding any prior agreements between you and Fast Simon (including, but not limited to, any prior versions of the agreement). If for any reason a court of competent jurisdiction finds any provision of this agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this agreement will remain in full force and effect.
Questions about the agreement should be sent to info@fastsimon.com.
Any notices or other communications provided by us under this agreement will be given: by us (i) via email; or (ii) by posting to the Service. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
This agreement shall be governed by and construed in accordance with the laws of the State of California.  Any action related to or arising out of this agreement will be subject to the exclusive jurisdiction of the state courts in Santa Clara County, California. . In the event that any portion of this agreement is deemed by a court to be invalid, the remaining provisions shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the messages contained on the website, or the use of the website, must be filed within one year after such claim or cause of action arose.