1. User’s Acknowledgment and Acceptance of Terms
FASTTRAK Technologies, llc (“FASTTRAK”, “Us”, “We” “Our “or “Seller”) provides the Cloud Products and various related services (collectively, the “Cloud Products”) to you (“User” or “Buyer”) as Software as a Service (SaaS), subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Subscribed SaaS License”) hereinafter (“Agreement”, “Subscription”), which supersedes and meets the written notice requirements of any other written agreement or verbal promises between Seller and Buyer and renders such written agreements null and void. This Agreement is binding on both parties when acknowledged, viewed and accepted at Checkout when FASTTRAK’s services are subscribed. Additionally, when using particular services or published materials, YouTube videos etc., users shall be subject to any posted rules applicable to such services or materials that may contain terms and conditions in addition to those in these in this Agreement. All such guidelines or rules are hereby incorporated by reference into these Terms.
Subject to User’s strict compliance to this Agreement, we grant to Buyer, a non-assignable, nonexclusive, nontransferable and revocable license to use: (i) The products and service features of the products (ii) To subscribe to ADDON products and services, some of which may contain free usage periods but may require certain other paid services to access externally inbound or outbound usage to particular 3rd party service suppliers, affiliates of FASTTRAK and various 3rd party vendors or affiliates.
User shall not use the Product License granted herein in any manner other than as explicitly set forth herein. User shall not, directly or indirectly: (i) sell, lease, loan, rent, transfer, transmit, assign, license, sublicense, disclose to, or allow availability for any purpose, use, copy, modification, distribute copies of, display or transmit the License, and/or the or any other services, provided herein. However, the User may make copies of the License only to the extent necessary to use it with Users version in accordance with the limited right granted hereunder; (ii) disassemble, reverse engineer, emulate, decompile, tamper with, create derivative works from or otherwise attempt to discover the source code of the Licensed applications, and/or any software incorporated in the System or in any other services, or attempt to reduce to human-readable form; (iii) attempt to bypass the licensed application or licenses of third party Add-on products integrated into the licensed application using bots or any robotic applications, services or techniques; or, (iv) bypass, modify, defeat, tamper with or circumvent any of the security features of the Licensed application and/or the add-ons or in any other FASTTRAK service applications. User shall be solely responsible for the use or misuse of the Licensed Applications and agrees to assume full responsibility for any and all actions of its employees or agents related to the use of the Licensed Applications and the Services. Any misuse, as outlined above, must be reported to FASTTRAK immediately.
FASTTRAK reserves the right to review either electronically or manually, virtually or on-site, the use of Licensed Applications by User.
This Agreement does not transfer to the User any right, title or interest in or to any of FASTTRAK’s intellectual property rights or those of FASTTRAK’s suppliers or licensors. Certain trademarks displayed through the Licensed software, suppliers or vendors, are owned by FASTTRAK or its suppliers or licensors or other third parties. Other than the limited license granted herein, no other right, title or interest in or to use the License, the FASTTRAK Applications and/or FASTTRAK Cloud services is provided to User. Any rights not expressly granted herein are fully reserved by FASTTRAK and its suppliers or 3rd Party vendors, as applicable, and no such rights are conferred by estoppel, operation of law, implication or otherwise.
2. Sale and Purchase of Goods
FASTTRAK Technologies, llc (“Seller”) hereby agrees to sell, and You (“Buyer”) hereby agree to purchase services of the description and quantity described on the checkout window (“Checkout”) and incorporated herein by this reference (“services”) on the terms and conditions set forth in this Agreement.
3. Purchase Price
Buyer agrees to pay the publicly published Prices for initial Service plan(s) and after purchase Buyer can select service Add-ons, if any, as posted on the FASTTRAK Cloud website herein. Due to outlays expended on your behalf, Buyer acknowledges that the initial Setup Fees charged and subsequently allocated in purchased internet service fees and configuration labor expended on your behalf, are FULLY EARNED and NON-REFUNDABLE when paid at “Checkout”. Prices setup fees, add-on service items and other related fees for services are subject to change without notice.
4. Payment Terms
The total amount of initial setup fees and monthly services selected by Buyer constitute the total initial Purchase Price that is payable in full at Checkout. All Monthly Recurring Service amounts will be billed in accordance with Paragraph 5 below. All setup fees are fully earned when initial products or services have been purchased including Microsoft Azure databases and services on your behalf as referenced in paragraph 3. Purchase Price: Buyer agrees to provide a 30 day notice of cancellation to allow for the billing of any usage from the previous month’s activity. Unused billed monthly service fees shall be refunded, if any exists, after the 30 day notice period expires. Any additional add-on service fee amounts, if any, shall be refunded back to the credit card charged exclusive of the above the non-refundable Setup Fee. All monthly invoice amounts more than 15 days past due are subject to a late charge of the lesser of one and one-half percent (1 1/2%) per month (being eighteen percent (18%) per annum) or the highest lawful rate. In addition, Seller shall have the right to pursue any remedies available at law or as provided herein and shall be entitled to reimbursement from Buyer for Seller’s costs of collection, including attorney fees, legal fees and costs and disbursements.
5. Monthly Service Cost and Billing:
Services are billed on or before the 5th day of each month for the preceding month’s service usage. Recurring billing to buyer’s credit card or bank account ACH are the only accepted method of payment of monthly invoices and will occur on or about the 5th when billed each month and are due upon receipt based on the CLOUD Services Selected as outlined in this site.
6. Training (Train the Trainer):
One-time setup fees includes three (3) hours training and must be scheduled and completed at a mutually agreed time within 30 days of the date of purchase or the free training will be forfeited by buyer. After the 30 day period, training may be purchased at $ 125.00 per hour and shall be added to your account billing statement.
Seller provides a Trial-Demo system using an identical production application to provide a real-time experience of the feature and functionality of the Cloud Product to prospective buyers. Buyer herein affirms that the product trial-demo system contains the functions, features and requirements, as is, to adequately deliver the buyer’s services needed to initiate and operate buyer’s business. Buyer acknowledges that the internet cable or Wifi speeds for the Ultimate Windows Cloud are recommended to be 50/50 up and down and should be at lease 20/40 up and down. Satellite internet is not supported. Upon acceptance, Seller will purchase a private database and services from a Microsoft Azure facility and provide access credentials to the same version of software used during the Trial Demo as well as product upgrades from time to time.
Unless otherwise agreed in writing, delivery of the intellectual property object code along with buyer’s login credentials shall be made to the Buyer’s email address used at Checkout and shall be evidence of product delivery to Buyer. Delivery dates provided by Seller are estimates only but shall not exceed 48 hours from date of purchase. Seller will make reasonable efforts to meet or exceed the deliver requirements; However, Seller will not be liable for failure to deliver the product outside 48 hours from sign-up. Unless otherwise agreed in writing by Seller, Buyer is solely responsible for providing any customer list data and Vehicle list data to be imported in a form consistent with Seller’s import .csv file templates furnished to Buyer in the product interface menu. Seller accepts no responsibility for the quality of the data provided by Buyer and will use its best efforts to import client/customer, vehicle and venue data for Buyer. Data which cannot be imported are encrypted or masked credit card numbers and Buyer’s customer reservations that were previously created and tied to buyers current accounts. Buyer acknowledges that failure to supply importable data to Seller shall not affect the Delivery provisions herein. Seller agrees that all purchased Services shall be configured and scripted according to Seller’s data standards as well as Internet and Microsoft Windows best practices.
9. Terms and Termination by CLIENT:
This is a monthly agreement for Services to be billed and electronically collected in recurring monthly installments based on the fees and usage identified and selected by you at website checkout. This agreement continues indefinitely until FASTTRAK is provided 30 days notice of cancellation in writing. CLIENT shall be responsible for the balance of the remainder of any term or condition of this agreement or any provision that survives this agreement including any storage and any Invoice billing delivered during the 30-day termination period. User may export all data from the database during the 30-day notice period. FASTTRAK reserves the right to delete databases immediately upon client termination to mitigate its cost of purchased services when payment for services are currently unpaid, unless satisfactory payment arrangements are made, in advance.
10. FASTTRAK Termination:
You acknowledge and agree that FASTTRAK may suspend your service and/or terminate your account and/or deny you access to, use of, or submission of Content for, all or part of the Service if CLIENT’s account is more than twenty-five (25) days past due or if you engage in any conduct that FASTTRAK believes, in its sole discretion: (a) violates any term or provision of the Terms of Sale, (b) violates the rights of FASTTRAK or third parties, (c) or is otherwise inappropriate for continued access and use of the Service with thirty (30) days advance notice in writing. In addition, FASTTRAK reserves the right to terminate inactive membership accounts. You agree that upon termination by FASTTRAK, databases containing your content will be deleted after the Notice period expires. Suspended accounts may export data by paying any fees to the date of scheduled deletion or the export date whichever first occurs. Further, you agree that FASTTRAK shall not be liable to you or any third-party for any termination of your access to the Service. You agree to defend, indemnify and hold FASTTRAK harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys’ fees) arising from your violation of these “Terms and Conditions of Sale & Purchase”, state or federal laws or regulations, or any third party’s rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of Service.
All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Customer Service at the website email address herein (email@example.com
), if by email, or at FASTTRAK Technologies, llc, 13209 N 17th PL, Phoenix, Arizona 85022, if by conventional mail. Notices to you may be sent to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the site to inform you of changes to the site or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.
12. Limited Warranty
Seller supplies as its sole warranty the following:
- A 30 Day Trial per-purchase
- 99% uptime of the products and services purchased herein
- Training offered within the first 30 day period based on an acceptance of mutual dates for said training
- Lifetime email support with a current account status with FASTTRAK for the purchased services being provided. Telephone support is a premium service, can be added to any plan and must be preceded with a ticket outlining the topic and issues to be discussed.
- The warranties provided for herein shall be governed by Seller’s warranty policies in effect on the date of email delivery of the product credentials.
13. Disclaimer of Warranty/Limitation of Liability
Seller undertakes no responsibility for the quality of the Goods or that the Goods will be fit for any particular purpose for which Buyer may be buying the Goods, except as otherwise provided in this Agreement, and Seller disclaims all other warranties and conditions, express or implied.
SELLER (INCLUDING ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, ALL OF WHICH ARE REFERRED TO HEREIN COLLECTIVELY AS THE “SELLER AFFILIATES”) SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCE TO BUYER OR ANY OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE GOODS OR OTHERWISE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF THE GOODS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE OR REPLACEMENT EQUIPMENT, FACILITIES OR SERVICES, DOWN TIME, BUYER’S TIME, LOST DATA, INJURY TO PROPERTY OR ANY DAMAGES OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF SELLER OR ANY OF THE SELLER AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.
IN NO EVENT SHALL SELLER OR ANY SELLER AFFILIATE BE LIABLE TO BUYER OR ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS IN EXCESS OF THE NET PURCHASE PRICE OF THE GOODS ACTUALLY DELIVERED TO AND PAID FOR BY BUYER HEREUNDER.
SELLER DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT WITH RESPECT TO THE GOODS AND NONE OF SELLER OR ANY SELLER AFFILIATE SHALL HAVE ANY DUTY TO DEFEND, INDEMNIFY, OR HOLD HARMLESS BUYER FROM AND AGAINST ANY OR ALL DAMAGES OR COSTS INCURRED BY BUYER ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR VIOLATION OF COPYRIGHTS BY ANY OF THE GOODS.
Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorneys fees, that arise from your use or misuse of this site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses..
15. Force Majeure
Seller shall not be held responsible for any failure of performance to make timely delivery of all or any part of the Goods in the event such failure was due, in whole or in part, to federal, provincial or municipal action, statute, ordinance or regulation, strike or other labor trouble, fire or other damage to or destruction of, in whole or in part, the Goods or the manufacturing facility for the Goods, the lack of or inability to obtain raw materials, labor, fuel, electrical power, water or supplies, or any other cause, act of God, contingency or circumstances not subject to the reasonable control of Seller, which causes delays or hinders the manufacture or delivery of Goods. Seller shall determine in good faith the extent to which it can reasonably control a cause, contingency, or circumstance that affects the performance of its obligations.
Buyer may not assign this Agreement without Seller’s written consent. Seller is the sole intended beneficiary of this Agreement. If there is any inconsistency between this Agreement and any other agreement included with or relating to the Goods, this Agreement shall govern. This Agreement may not be modified, altered or amended without the written agreement of Seller. Any additional or altered terms attached to any order submitted by Buyer shall be null and void, unless expressly agreed to in writing by Seller. If any term of this Agreement is illegal or unenforceable, the legality and enforceability of the remaining provisions shall not be affected or impaired. This Agreement shall be interpreted under the laws of the State of Arizona, without giving effect to conflicts-of-law rules; and in the event of a dispute under this Agreement; Buyer submits to the exclusive jurisdiction and venue of the courts of the State of Arizona.