Fast4Cast Service License Agreement

BY USING FAST4CAST APPLICATIONS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE 'AGREEMENT') GOVERNING YOUR USE OF FAST4CAST'S ONLINE SERVICE (THE '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 TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS 'YOU', 'YOUR', 'USER' OR 'THE USER' SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST CEASE USE OF ALL FAST4CAST APPLICATIONS IMMEDIATELY.

Welcome

As part of the Service, Fast4Cast will provide you with use of the Service, including an internet browser interface for entering, editing and modifying data stored on a database server. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Fast4Cast.com website incorporated by reference herein, including but not limited to Fast4Cast's privacy and security policy. For reference, a Definitions section is included at the end of this Agreement.

1. Privacy & Security

   Fast4Cast's privacy and security policy may be viewed at Terms of Use. Fast4Cast reserves the right to modify its privacy and security policy in its reasonable discretion from time to time. Individual users, when they initially log in, may be asked whether or not they wish to receive marketing and other non-critical Service-related communications from Fast4Cast from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their account preferences. Note that because the Service is a hosted, online application, Fast4Cast occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.

2. License Grant & Restrictions

   Fast4Cast grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Fast4Cast and its licensors.

   You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; or (iii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

3. Your Responsibilities

   You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Fast4Cast immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Fast4Cast immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Fast4Cast user or provide false identity information to gain access to or use the Service.

4. Account Information and Data

   Fast4Cast does not own any data, information or material that you submit to the Service in the course of using the Service ('Customer Data'). You, not Fast4Cast, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Fast4Cast shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Fast4Cast will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Fast4Cast reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Fast4Cast shall have no obligation to maintain or forward any Customer Data.

5. Intellectual Property Ownership

   Fast4Cast alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Fast4Cast Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Fast4Cast Technology or the Intellectual Property Rights owned by Fast4Cast. The Fast4Cast name, the Fast4Cast logo, and the product names associated with the Service are trademarks of Fast4Cast or third parties, and no right or license is granted to use them.

6. Third Party Interactions

   During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service.  Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party.  Fast4Cast shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Fast4Cast does not endorse any sites on the Internet that are linked through the Service. Fast4Cast provides these links to you only as a matter of convenience, and in no event shall Fast4Cast be responsible for any content, products, or other materials on or available from such sites. Fast4Cast provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

7. Charges and Payment of Fees

   You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments may be made annually, monthly, or quarterly, consistent with the Initial Term, or as otherwise mutually agreed upon. You are responsible for paying for all application licenses for the entire term, whether or not the applications are used. You must provide Fast4Cast with valid credit card or approved purchase order information as a condition to signing up for the Service.  Fast4Cast reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail.

8. Billing and Renewal

   Fast4Cast charges and collects in advance for use of the Service. Fast4Cast may automatically renew and bill your credit card or issue an invoice to you (a) every month for monthly licenses, (b) every quarter for quarterly licenses, (c) each year on the subsequent anniversary for annual licenses, or (d) as otherwise mutually agreed upon. Fees for other services will be charged on an as-quoted basis, at standard hourly rates or as mutually agreed upon. Fast4Cast's 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 based solely on Fast4Cast's income.

   For billing purposes, you agree to provide Fast4Cast with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Fast4Cast reserves the right to terminate your access to the Service in addition to any other legal remedies.

   Unless Fast4Cast in its discretion determines otherwise all entities will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes.

   If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

9. Non-Payment and Suspension

   In addition to any other rights granted to Fast4Cast herein, Fast4Cast reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for services during any period of suspension. If you or Fast4Cast initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Fast4Cast may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

   Fast4Cast reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledges that Fast4Cast has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

10. Agreement Term

    This Agreement commences on the Effective Date and will remain in effect for an initial Term of six months. Either party may terminate this Agreement, effective only upon the expiration of the then current Term, by notifying the other party in writing at least thirty (30) business days prior to the start of the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Fast4Cast will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Fast4Cast has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

11. Termination for Cause

    Any breach of your payment obligations or unauthorized use of the Fast4Cast Technology or Service will be deemed a material breach of this Agreement. Fast4Cast, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Fast4Cast may terminate a free account at any time in its sole discretion. You agree and acknowledge that Fast4Cast has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

12. Representations & Warranties

    Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Fast4Cast represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Fast4Cast.com help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

13. Mutual Indemnification

    You shall indemnify and hold Fast4Cast and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Fast4Cast (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Fast4Cast of all liability and such settlement does not affect Fast4Cast's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

    Fast4Cast shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Fast4Cast of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Fast4Cast; provided that you (a) promptly give written notice of the claim to Fast4Cast; (b) give Fast4Cast sole control of the defense and settlement of the claim (provided that Fast4Cast may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Fast4Cast all available information and assistance; and (d) have not compromised or settled such claim. Fast4Cast shall have no indemnification obligation, and you shall indemnify Fast4Cast pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

14. Disclaimer of Warranties

    FAST4CAST MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. FAST4CAST DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN 'AS IS' BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY FAST4CAST.

15. Internet Delays

    FAST4CAST'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. FAST4CAST IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

16. Limitation of Liability

    IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Additional Rights

    Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

18. Local Laws and Export Control

    This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. The user of this site ('User') acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States and/or the European Union maintains an embargo (collectively, 'Embargoed Countries'), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, 'Designated Nationals'). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

    This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

    Fast4Cast makes no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

19. Logo

    On reports, graphs and charts that where build using the Fast4Cast Service, a Fast4Cast logo may be present at the bottom right corner the page. This logo must link to http://www.fast4cast.com and must not be removed.

20. Notice

    Fast4Cast may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Fast4Cast's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Fast4Cast's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Fast4Cast (such notice shall be deemed given when received by Fast4Cast) at any time by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Fast4Cast, Inc. at the following address: Fast4Cast, Inc. 1202 Woodhull Road, Webster, NY 14580.

21. Modification to Terms

    Fast4Cast reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

22. Assignment

    This Agreement may not be assigned by you without the prior written approval of Fast4Cast but may be assigned without your consent by Fast4Cast to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

23. General

    This Agreement shall be governed by New York law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Rochester, New York. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, Estimate or Contract, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Fast4Cast as a result of this agreement or use of the Service. The failure of Fast4Cast to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Fast4Cast in writing. This Agreement, together with any applicable Order Form, Estimate or Contact, comprises the entire agreement between you and Fast4Cast and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

24. Definitions

    As used in this Agreement and in any Order Forms, Estimates or Contracts now or hereafter associated herewith:

    Agreement - these online terms of use, any Order Forms, Registration Forms and any materials available on the Fast4Cast website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Fast4Cast from time to time in its sole discretion;

    Content -the documents, software, products and services contained or made available to you in the course of using the Service;

    Customer Data - any data, information or material provided or submitted by you to the Service in the course of using the Service;

    Effective Date - the date this Agreement is accepted by first using the Service;

    Initial Term - the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter);

    Intellectual Property Rights - unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

    Administrator(s) -those Users who have purchased the Service;

    Order Form(s), Estimates and Contracts - the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such form, the terms of this Agreement shall prevail);

    Fast4Cast,a New York corporation, having its principal place of business at 1202 Woodhull Road, Webster, NY 14580

    Fast4Cast Technology - all of Fast4Cast's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Fast4Cast in providing the Service;

    Service(s) - the specific applications of Fast4Cast's services identified during the developed, operated, and maintained by Fast4Cast, accessible via http://www.fast4cast.com or another designated web site or IP address, or ancillary services rendered to you by Fast4Cast, to which you are being granted access under this Agreement, including the Fast4Cast Technology and the Content;

    User(s) - your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Fast4Cast at your request).

Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information, please Contact Us.