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.
