Last Updated April 23, 2021
ADDITIONAL TERMS OF SERVICE
FASTSPRING INTERACTIVE QUOTES
The following additional terms of service apply specifically to the FastSpring Interactive Quotes (the “FastSpring Interactive Quotes Terms of Service”). These FastSpring Interactive Quotes Terms of Service incorporate by reference the FastSpring Terms of Service for Vendors (the “FastSpring Terms of Service”) which also may be amended from time to time.
These Terms and Conditions set out the terms on which the Interactive Quotes Service (as defined below) is available to Vendors. Vendor, by executing an applicable Order Form (as defined below) or creating an account on the website [iq.fastspring.com] (the “Website”), hereby agrees to the following.
In the event any terms and conditions of this FastSpring Interactive Quotes Terms of Service conflict with the terms of an Order Form or any other document, the documents shall take precedence, solely to the extent of any conflict or inconsistency, in the following order: (i) Order Forms or Statement of Work with the latest date(s), (ii) FastSpring Terms of Service, (iii) the FastSpring Interactive Quotes Terms of Service, and, (iv) any other documents expressly incorporated herein by reference
SECTION 1. SELECTED DEFINITIONS.
“Business Day” means any day, other than Saturday, Sunday or any statutory holiday in New York.
“Deliverables” means materials and other items to be provided under Services as set out in a Statement of Work.
“Documentation” means the user and reference manuals, in whatever form recorded, provided by FastSpring for access to the Interactive Quotes Service.
“Fees” means the amounts paid or payable by Vendor to FastSpring for use of the Interactive Quotes Service.
“Order Form” means, if applicable, the document(s), regardless of actual name, executed by the parties and describes order-specific information such as subscription term, specific services and fees and payment terms.
“Party” means either FastSpring or Vendor (collectively, the “Parties”).
“Statement of Work” or “SOW” means any written or electronic statement of work executed by the parties under which FastSpring will provide the Interactive Quotes Services.
“Work Product” means any custom Deliverables that are identified as being owned by the Vendor in a SOW.
SECTION 2. SERVICES AND LICENSE
2.1. The Interactive Quotes Service. The Interactive Quotes Service enables registered users to use the FastSpring Interactive Quotes pricing and quoting software-as-service platform (the “Interactive Quotes Service”). The software, models, databases, network storage and related technology required to run the Interactive Quotes Service is provided by FastSpring and its third-party vendors and hosting partners.
2.1. License Grant. Subject to the terms and conditions of these Interactive Quotes Terms of Service and payment of the applicable fees, during the Term FastSpring hereby grants to Vendor a non-exclusive, non-transferable limited license to access and use the Interactive Quotes Service to create, validate, deploy, and send pricing and quotes.
2.2. By accessing or using the Interactive Quotes Service Vendor agrees: (i) that this license grant shall expire upon the termination of this Agreement or termination of Vendor’s subscription to the Interactive Quotes Service, whichever comes first; (ii) the Interactive Quotes Service may only be used for Vendor’s business purposes and shall not be leased, licensed, sub-licensed, transferred, assigned, lent, or shared access allowed to others; (iii) FastSpring owns and controls the Interactive Quotes Service, and the Vendor will not copy, reproduce, modify or create derivative work of the Interactive Quotes Service or its underlying technology; (iv) Vendor will not use the Interactive Quotes Service in a manner not contemplated by these Interactive Quotes Terms of Service; (v) Vendor will not decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Interactive Quotes Service by any means whatsoever; (vi) Vendor will not circumvent any user limits or other use restrictions that are built into the Interactive Quotes Service; (vii) remove any proprietary notices, labels, or trademarks from the Interactive Quotes Service; (viii) Vendor will not access the Interactive Quotes Service in order to (a) build a competitive product or service; or (b) copy any ideas, features, functions or graphics of the Interactive Quotes Service. Vendor’s rights to the Interactive Quotes Service are strictly limited to those granted herewith
2.3. Vendor Responsibilities. Vendor is responsible for any and all Vendor Data and for compliance with this Agreement including obtaining all necessary licenses, permissions and consents to enable all material comprising Vendor Data can be processed and transmitted via the Interactive Quotes Service. Vendor shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of the Vendor Data; (ii) safeguard any login details provided for accessing the Interactive Quotes Service and prevent unauthorized access to or use of the Interactive Quotes Service; and (iii) notify FastSpring promptly upon becoming aware of any such unauthorized access or use; and (iv) comply with all applicable local, state, provincial, federal and foreign laws in using the Interactive Quotes Service.
2.4. FastSpring will use commercially reasonable efforts to make the Interactive Quotes Service available during the Term except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond FastSpring’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, or Internet service provider failures or delays. Unless otherwise specified in an Order Form, Vendor will provide basic Vendor support in respect of the Interactive Quotes Service.
2.5. If Vendor registers for a free trial of the Interactive Quotes Service, then, subject to the FastSpring Interactive Quotes Terms of Service, FastSpring grants Vendor a limited, personal, non-transferable, non-sub-licensable, internal license to use the Interactive Quotes Service for non-production, evaluation purposes during the applicable Trial Period. In addition, Vendor agrees to allow FastSpring to contact you using the provided phone number and/or email address for marketing, sales, support, research, or other purposes. For the purposes of the FastSpring Interactive Quotes Terms of Service, “Trial Period” means the time starting from Vendor’s registration to use a free trial of the Interactive Quotes Service until the earlier of (a) the end of the free trial period for which Vendor registered (which trial period shall be thirty (30) days unless otherwise stated on the registration page for the free trial version of the Service), or (b) the start date of any paid subscription for the Interactive Quotes Service. Vendor will not be entitled to receive any support from FastSpring for Vendor’s use of a free, trial subscription for the Interactive Quotes Service. FastSpring may terminate the Trial Period for any free trial of the Interactive Quotes Service at any time in its sole discretion and may accept or decline any request for a free trial version of the Interactive Quotes Service in its sole discretion. ANY DATA VENDOR ENTERS INTO THE FREE TRIAL VERSION OF THE INTERACTIVE QUOTES SERVICE AND ANY CUSTOMIZATIONS VENDOR MAKES TO THE FREE TRIAL VERSION OF THE INTERACTIVE QUOTES SERVICE WILL BE PERMANENTLY LOST UNLESS VENDOR PURCHASES A PAID SUBSCRIPTION TO THE INTERACTIVE QUOTES SERVICE. VENDOR’S DATA CANNOT BE EXPORTED FROM THE FREE TRIAL VERSION OF THE INTERACTIVE QUOTES SERVICE. NOTWITHSTANDING ANY OTHER PROVISIONS IN THESE TERMS, ACCESS TO THE FREE TRIAL VERSION OF THE INTERACTIVE QUOTES SERVICE IS ON AN “AS-IS” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND. Additional terms and conditions applicable to the free trial version of the Interactive Quotes Service may appear on the applicable registration page. Any such additional terms and conditions are incorporated into these FastSpring Interactive Quotes Terms of Service by reference.
SECTION 3. FEES AND PAYMENT TERMS
3.1. Pricing for use of the Interactive Quotes Service will be set out in an Order Form (the “Fees”). Interactive Quotes may vary the Fees, subject to Interactive Quotes giving Vendor not less than 60 days’ notice of such increase prior to the end of the then-current Term. Upon notice of a price change, Vendor shall have the option to terminate this Agreement within 60 days of being notified of the price change by providing written notice to FastSpring.
3.2. Payment Terms. Unless otherwise specified in an Order Form, all payments of Fees are due annually, in advance. Payments for professional services must be made within 30 days of the date of the applicable invoice unless otherwise agreed in an Order Form or SOW. Any payment not received from Vendor by the due date will accrue late charges at the rate of one and a half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is higher; from the date such payment was due until the date paid.
3.3. Overdue. If Vendor’s account is thirty (30) or more days overdue, in addition to any of its other rights or remedies, FastSpring reserves the right to suspend use of the Interactive Quotes Service provided to Vendor, until such amounts are paid in full or terminate the Interactive Quotes Service. Suspension of Services shall not be deemed to be a termination of these Interactive Quotes Terms of Service by FastSpring.
3.4. Taxes and Deductions. The Fees are exclusive of any applicable sales or use taxes, GST, or value added taxes, fees, duties, or other governmental charges related to its payments to the other under these FastSpring Interactive Quotes Terms of Service (“Taxes”). Vendor shall be responsible for paying all Taxes. All payments required to be made under this Agreement shall be without deduction or withholding for or on account of any taxes or similar governmental charge. Such taxes are referred to herein as “Withholding Taxes” and are the sole responsibility of Vendor. Vendor shall promptly provide to FastSpring a certificate evidencing payment of any Withholding Taxes under these FastSpring Interactive Quotes Terms of Service.
3.5. Credit Cards. A valid credit card may be required for paying accounts. Vendor shall: (i) keep the billing, credit card and payment information provided to FastSpring or its suppliers or payment processors, including name, credit card number and expiry date, mailing address, email address and telephone number, accurate and up to date; (ii) promptly advise FastSpring if Vendor’s credit card information changes due to loss, theft, cancellation or otherwise; (iii) be liable for Vendor’s failure to pay any fees billed to Vendor by FastSpring caused by Vendor’s failure to provide FastSpring with up to date billing information. By providing credit card billing information to FastSpring as part of account set-up for Vendor’s monthly or annual pre-authorized payments, Vendor authorizes FastSpring to charge Vendor’s credit card for all outstanding fees, taxes and charges and outstanding account balances due under these FastSpring Interactive Quotes Terms of Service, and this constitutes FastSpring’s good and sufficient authority for so doing.
SECTION 4. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
4.1. FastSpring may freely use any suggestions, feedback or ideas Vendor may provide. By providing any feedback to FastSpring, Vendor grants FastSpring a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, royalty-free, license to use the feedback that Vendor provides. FastSpring may put Vendor’s provided feedback in various uses that may include but not limited to modifying and improving the Interactive Quotes Service, FastSpring’s other current and future services/products, services advertising or marketing materials.
4.2. Vendor Data. Vendor shall own all Vendor Data. Vendor hereby grants FastSpring a non-exclusive, non-transferable, sublicensable, royalty-free, worldwide right to process and handle Vendor Data to: (i) provide the Interactive Quotes Services or any Professional Services set out in this Agreement and applicable SOW; and (ii) generate Anonymous Service Data and Learned Elements (as defined in Section 4 below).
4.3. Work Product. So long as all Fees owing to FastSpring under this FastSpring Interactive Quotes Terms of Service have been paid in full, Vendor shall own the Work Product.
4.4. Services Data and Machine Learning. FastSpring shall be the owner of aggregated and anonymized data and statistical analytics in respect to use of the Interactive Quotes Service (“Anonymous Service Data”), as well as machine learning models, algorithms, learned elements, biases, attributes and attribute transformations created from inputs, selections, actions, training and interactions in relation to use of the Interactive Quotes Service (“Learned Elements”). FastSpring shall own all right, title and interest in and to the Anonymous Service Data and Learned Elements, including all intellectual property rights in the Anonymous Service Data and Learned Elements, and you hereby assign, transfer and convey to FastSpring any ownership interest you may have in any Anonymous Service Data and Learned Elements.