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FarApp Web Services – Subscription Agreement and Terms of Use

THE FOLLOWING DESCRIBES THE TERMS ON WHICH THE SGC GROUP, INC. OFFERS YOU A FARAPP SUBSCRIPTION ACCOUNT. BY SELECTING THE “I Agree” BUTTON, YOU ACCEPT THE TERMS AND CONDITIONS BELOW. BY SELECTING THE “I Don’t Agree” BUTTON, YOU MAY DECLINE TO OBTAIN YOUR SUBSCRIPTION AND YOU WILL NOT BE CHARGED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT US.

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT is made between you (the “Subscriber”), and The SGC Group, Inc. (the “Provider”).

DEFINITIONS:

“FSA” stands for the FarApp Subscription Agreement (this document).

The “FarApp Server” is a computer system or systems, using the domain name of farapp.com, to which access is made available to subscribers by The SGC Group, Inc., including any content and computer programs running on the system(s).

“FarApp Client Software” means the computer programs provided by The SGC Group, Inc. for use in accessing the FarApp server and use, control, or administer the FarApp processes, services, or data.

The term “FarApp Services” as used in this Agreement means, collectively, the subscribed features of the FarApp Server, the FarApp Client Software, access to and use of those features and software, and any documentation or support related to the use, configuration, and administration those features.

“You,” “Your,” “Subscriber,” and “User” refer to the person or company who is being licensed to use the FarApp Services.

“We,” “Us,” “Our” and “Provider” refer to The SGC Group, Inc.

GRANT OF LICENSE

We grant to You a limited, non-exclusive right and license to use the FarApp Services during the Initial Term and any Renewal Term, subject to payment of the applicable subscription fee. You are only permitted to use the FarApp Server with the FarApp Client Software. Access is only permitted for internal business use or personal use, i.e., you may not sub-license the FarApp Services, and you may not allow third parties access to your systems which then make use of the FarApp Services.

LICENSE TERMS

This License is effective when executed by the subscription form provided on the FarApp.com website, and remains in force until You cancel your subscription. The Initial Term is the first month of Service availability after execution of the subscription, and the Renewal Term is each subsequent month You remain a subscriber. At the end of the Initial Term and of each Renewal Term, you will be sent via e-mail an invoice for the previous term’s services, to be paid by credit card (MasterCard or Visa) within fifteen days. Your License shall automatically be renewed at the end of each Term, unless You cancel your subscription or until We terminate this License because of your failure to comply with any of the terms and conditions in this agreement, or due to non-payment.

IMPLEMENTATION/SETUP FEES

We charge an up-front implementation fee for each connector you add to your service. There are various levels of integration support, and you will have the option to select the level upon adding a connector. These fees will be invoiced prior to performing any setup activity, and are due upon receipt of invoice. These fees are non-refundable.

ANNUAL PREPAYMENT

Subscriber has the option to choose to prepay for their FarApp services on an annual basis. If this option is chosen, the Initial Term as defined in this Agreement shall be one year from the date of the most recently paid invoice. Any prepayment applies to features in use at the time of prepayment; if additional features are enabled during the prepayment period, subscriber agrees to prepay for the additional services through the end of the prepayment period; i.e., the prorated amount from the time the additional services are in-use, so as to bring their billing for all services to parity.

The Prepayment is non-refundable. Without limiting the generality of the foregoing sentence, no portion of the Prepayment is refundable in the event either the Subscriber or The SGC Group terminates this Agreement, the Subscriber discontinues to use the FarApp Services, the Subscriber materially lessens its use during the annual term, or the Subscriber indicates that it is not satisfied with the services provided by FarApp Services.

CUSTOM SERVICES

Subscriber has the option to retain The SGC Group for custom professional services. If this option is selected, Subscriber will be presented with a written quote or estimate of the fees anticipated for the custom work. Subscriber will make a non-refundable deposit of not less than Ten Percent (10%) of the total estimated fees and costs for the project to accept the estimate. The SGC Group may issue either an estimate or a quote for any custom work. If an estimate is issued, The SGC Group shall quote an hourly rate for the initial estimate; however, The SGC Group shall retain the right to increase its hourly rate during the term of the project by giving at least 30 days written notice to Subscriber. If a quote is issued, the fee for the project will be fixed, additionally the scope of the project shall be restricted to the statement of work in the quote (changes in scope will require either a revision to the quote, or the generation of an additional quote). Any project shall have a schedule that will require a progress payment by Subscriber of at least Fifty Percent of the remaining estimate of fees and costs when certain itemized goals are reached. Final payment will be due and payable concurrently with completion of the project.

AVAILABILITY OF SERVICE

We will try to make our services always available but cannot guarantee that our website will operate continuously or without interruptions or be error free and can not accept liability for its occasional unavailability. Scheduled maintenance periods will be used periodically to update our servers and software. These will normally occur in the very early hours of non-business days, and should not affect the function or reliability of the Services, but might introduce short delays in the processing of transactions.

At times, the service-providers we connect to on your behalf (Amazon, eBay, etc.) change the behavior of their interfaces without notice. In the event that this affects any features of your subscription, we will make our best effort to restore our features and upgrade our interfaces in the shortest possible time.

CHANGES

We continually strive to improve the features, reliability, and security of the FarApp services, and frequently update and modify the features of our software and service, often without notice. We will not discontinue any feature that is in use by Subscriber, but otherwise we reserve the right to alter, suspend or discontinue any aspect of our Services. Unless explicitly stated any new features, including new content and Services shall be subject to the terms and conditions in this agreement.

TERMINATION/CANCELLATION OF SUBSCRIPTION

You may cancel your subscription at any time. Simply notify us of your cancellation, and your final billing will be pro-rated to the cancellation date (pro-rating will be to the nearest whole week; i.e., in 25% increments). Such notice should be given by email to support@farapp.com. You agree to pay for all services used up to the time of termination.

TITLE TO SOFTWARE

We retain title to and ownership of the all software and documentation, including all enhancements, modifications and updates of the software and documentation.

MODIFICATION AND ENHANCEMENTS

Subscriber will make no efforts to reverse engineer the FarApp Services, or make any modifications or enhancements without our express written consent.

CONFIDENTIALITY

The parties acknowledge that each owns valuable trade secrets (Confidential Information) and that each party may have access to the other party’s Confidential Information in carrying out this Agreement. Each party will:

– Hold and maintain the other party’s Confidential Information in strict confidence and in trust for the sole benefit of the other party.

– Restrict access to the other party’s Confidential Information to persons bound by this Agreement.

– Obtain the prior written approval of the other party before using the other party’s Confidential Information for its own benefit, or publishing or otherwise disclosing it to others, or permitting others to use it for their benefit or to the detriment of the other party.

– Take all necessary action to protect the confidentiality of the other party’s Confidential Information.

PRIVACY POLICY

We collect and store information from and about you during our sign-up and implementation process, and collect and store information during the course of processing your transactions related to your integration. All of the information we collect and store is strictly for the purpose of conducting the business of integrating your systems, and will only be used in the normal course of business. We do not rent, sell, or share your data, and have security measures in place to keep your information private to only you, and to our use in conducting our business with you. The only exception we will make to our non-disclosure/privacy policy would be to comply with any applicable laws or legal processes which mandate compliance.

The information we collect about you includes your contact information (name, email address, phone number(s), address, website, and credentials to access the systems we integrate with on your behalf). This data is end-to-end encrypted. We securely manage and maintain this data during your relationship with us as a customer, and for at least one year after you close your account with us. If you close your account, and request to be forgotten, we will remove or anonymize all of your private data. Requests to be forgotten should be addressed to our Data Protection Officer at dpo@farapp.com.

The information we collect about your customers includes their contact information, as well as the transaction details (order date, items purchased, amount spent, transaction ID - note that we do NOT collect credit card information). We normally retain this information for at least one year (with the exception of Amazon data, which we delete within 30 days per their requirement). We will, upon request, anonymize any such data that you specify. To make such a request, please open a support ticket, or send an email to dpo@farapp.com.

Under GDPR, FarApp is a Data Processor, and you are a Data Controller, as regards your information or your customer information. As such, you direct what to do with the data, and we comply with your requests. Note that any request to "forget" performed by FarApp will only apply to data currently stored in FarApp, and will not prevent the collection of the same or similar data in future transactions. Also note that forgetting data in FarApp does not forget it in any other system or database (e.g.: NetSuite, Amazon, etc.). As the Data Controller, it is your responsibility to manage privacy across the platforms you employ.

GDPR is in a dynamic state, and compliance is not fully defined. As such, we may be updating this privacy policy on an ongoing basis to incorporate new developments, as well as to reflect changes in our operations, or other privacy related rules or regulations. As various systems implement GDPR-related features, we will endeavor to add integration features that automate some of the tasks which GDPR may impose.

INTELLECTUAL PROPERTY RIGHTS

The FarApp application, including FarApp and SGCG marks and data, are the intellectual property of The SGC Group, Inc. protected under U.S. copyright laws. User acknowledges that The SGC Group, Inc. owns all rights, title, and interest in and to the FarApp software and that User owns none. Except as expressly provided for in this Agreement, User shall not use, reproduce, display, distribute, adapt, modify, reverse engineer, or sell any information or software obtained from Us.

SUBLICENSING

Licensee may not sublicense FarApp Services without prior written approval of Provider.

FEES AND PAYMENT

The subscription fee is payable at the end of each period in which services are available for use. Provider will send an e-mail invoice at the conclusion of each service period. Currently, payment must be made by credit card (Visa, MasterCard, or American Express) or by check.

LICENSE TO THE SGC GROUP, INC.; REPRESENTATIONS

You hereby grant The SGC Group, Inc. the right to copy, display, transmit, modify and distribute the data you upload, only for the purpose of operating the FarApp Services to your benefit.

FORCE MAJEURE

We accept no liability for any failure or delay in supply or delivery or for any damage or defect to Service(s) supplied or delivered that is caused by any event or circumstance beyond our reasonable control including, without limitation, network unavailability, changes to or removal of interfaces by service providers, or unavailability of services outside of our servers.

LIMITED WARRANTY

We promise that all Services that you purchase from our site will be of a satisfactory quality. We exclude all other express terms or implied terms, conditions, warranties, representations or endorsements whatsoever with regard to the Service(s), our website or any information or service provided through our website. To the fullest extent permissible pursuant to applicable law, The SGC Group, Inc. disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. The SGC Group, Inc. does not warrant or represent that the site or interfaces will be free of errors or viruses. You must report any deficiencies in the Services within thirty days of use of the deficient feature to receive warranty remedies. Your exclusive remedy for any breach of the above warranty shall be that The SGC Group, Inc. may, at its discretion, suspend charges for use of the Services from the time the deficiency is reported until such time as it is corrected. The determination of whether the repoted deficiency is an actual deficiency rather than a feature not in the scope of the existing FarApp services will be at the sole discretion of The SGC Group, Inc. If We cannot adequately correct the deficiency, then You may terminate Your Subscription without any further obligation or charge.

LIMITATION OF LIABILITY

THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS, OR STATEMENTS MADE PRIOR TO THIS AGREEMENT. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, WILL THE SGC GROUP, INC. BE LIABLE FOR LOSS OF PROFITS, SPECIAL OR CONSEQUENTIAL DAMAGES, ATTORNEY FEES AND COURT COSTS THAT RESULT FROM THE USE OF THE FARAPP SERVICES OR INABILITY TO USE THE SERVICES. THE SGC GROUP IS NOT RESPONSIBLE FOR ANY DAMAGES SUFFERED BY USER AS A RESULT OF ANY NETWORK ACTIVITY THAT PREVENTS THE SGC GROUP OR SUBSCRIBER FROM BEING ABLE TO ACCESS THE FARAPP SERVICES, WHETHER OR NOT SUCH ACTIVITY IS INTENTIONAL OR NOT.

THE SGC GROUP, INC. IS NOT RESPONSIBLE FOR ANY DAMAGES SUFFERED BY USER AS A RESULT OF A THIRD PARTY HACKER INVADING THE SGC GROUP, INC. DATABASE AND MISAPPROPRIATING DATA, INCLUDING, BUT NOT LIMITED TO, CONFIDENTIAL INFORMATION.

EXPIRATION

If your Subscription License expires because you fail to renew (renewal occurs automatically through payment for the previous term) or because you’ve cancelled, your service will be de-activated, and you will lose all functionality of the FarApp Services.

INDEMNIFICATION

User will indemnify and hold The SGC Group, Inc. and its agents harmless from any third-party claims, damages, costs, and expenses related to Your operation of the The FarApp Services. You shall permit The SGC Group, Inc. to participate in any defense and shall seek written consent from The SGC Group, Inc. prior to entering into any settlement.

NOTICES

Notices shall be given to Us via email at support@farapp.com, or to You at either the email or postal address you provided to us during the ordering or registration process. Notices will be deemed received when an email is received in full (or else on the next business day if it is received on a weekend or a public holiday) or 3 days after the date of posting.

SECURITY

You are solely responsible in all respects for all use of and for protecting the confidentiality of login details that may be given to you or selected by you for use with the FarApp Services. You may not share these with or transfer them to any third parties. You must notify us immediately of any unauthorized use of them or any other breach of security regarding our service that comes to your attention.

SEVERABILITY

Each term, condition, and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. If there is any conflict between any term, condition, or provision of this Agreement and any statute, law, ordinance, order, rule, or regulation, the latter shall prevail; provided, that any such conflicting term, condition, or provision shall be curtailed and limited only to the extent necessary to bring it within the legal requirements and the remainder of this Agreement shall not be affected thereby.

REVISIONS AND AMENDMENTS

We may revise the FSA at any time. If we do, we will notify you of any amendments or revisions, which will take effect at the beginning of your next renewal period. You agree to be bound by such future amendments and revisions. By renewing your subscription for the subsequent renewal term, you agree to the revised or amended FSA, unless you notify us of an objection. Upon such notification, we will continue your subscription under the in-effect FSA until we can reach an agreement with you, or arrange for a termination of your subscription.

APPLICABLE LAW

This FSA shall be governed by United States federal law and, if no such law is applicable, then by the law of the State of California.

Any action brought to enforce the terms of this Agreement shall be commenced in the Superior Court of the State of California for the County of Los Angeles.  User consents to personal jurisdiction and venue in said court for any action involving this Agreement.

EXCLUSIVE AGREEMENT

This FSA is the entire Agreement between You and US.

By selecting “I Agree” you will also be providing your electronic signature that will affirm:

– You understand and intend that the FSA is a legally binding agreement and the equivalent of a signed, written contract;

– You will use all FarApp Services, and our Web sites generally, in a manner consistent with applicable laws and regulations and in accordance with the terms and conditions of this agreement, and any other applicable rules, guidelines or other conditions that govern the use of a particular FarApp Service as they may be amended by The SGC Group, Inc. from time to time; and

– You understand and accept the FSA and its terms and conditions, and acknowledge and demonstrate that you can access the FSA on our Web site. If you do not agree with the terms and conditions in this agreement, please do not select “I Agree” and exit the registration process.