Universal Terms of Service
This Agreement (“Agreement”) is by and between Fastup and you, your heirs, agents, successors and assigns (“You”), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of Fastup software (“Software”) and services (“Services”) and explains Fastup’s obligations to You and Your obligations to Fastup in relation to the Software and Services You purchase.
In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You’ve established with Fastup, whether or not the transactions were in Your behalf.
1. TERM OF AGREEMENT; MODIFICATIONS.
You agree that Fastup may modify this Agreement and the Services from time to time. You agree to be bound by any changes Fastup may reasonably make to this Agreement when such changes are made. If You have purchased Services or Software from Fastup , the term of this Agreement shall continue in full force and effect as long as You take advantage of and use the Software or Services. In the event You terminate Your usage, Fastup will not refund any amounts You have paid. You agree that Fastup shall not be bound by any representations made by third parties who You may use to purchase Services from Fastup , and that any statement of a general nature, which may be posted on Fastup’s Web site or contained in Fastup’s promotional materials, will not bind Fastup . Fastup may, at times, offer certain promotions with different charges and features.
You agree that You will be responsible for notifying Fastup should You desire to terminate Your use of Fastup ‘s Services. Notification of Your intent to terminate must be provided to Fastup no earlier than 10 days prior to Your billing date but no later than three days prior to Your billing date.
2. ACCURATE INFORMATION.
You agree to maintain accurate information by providing updates to Fastup, as needed, while You are using Fastup’s Services. You agree You will notify Fastup within five (5) business days when any change of the information You provided as part of the application and/or registration process changes. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by Fastup to determine the validity of information provided by You will constitute a material breach of this Agreement.
4. ACCOUNT SECURITY.
You agree You are entirely responsible for maintaining the confidentiality of Your customer number/login, password, credit card number, and shopper PIN (collectively, the “Account Access Information”). You agree You are entirely responsible for any and all activities that occur under Your account. You agree to notify Fastup immediately of any unauthorized use of Your account or any other breach of security. You agree Fastup will not be liable for any loss that You may incur as a result of someone else using Your Account Access Information, either with or without Your knowledge. You further agree You could be held liable for losses incurred by Fastup or another party due to someone else using Your Account Access Information. For security purposes, You should keep Account Access Information in a secure location and take precautions to prevent others from gaining access to Your Account Access Information. You agree that You will be responsible for all activity in Your account, whether initiated by You, or by others on Your behalf, or by any other means. Fastup specifically disclaims liability for any activity in Your account, whether authorized by You or not.
5. NO UNLAWFUL CONDUCT OR IMPROPER USE.
As a condition of Your use of Fastup’s Software and Services, You agree not to use them for any purpose that is unlawful or prohibited by these terms and conditions, and You agree to comply with any applicable local, state, federal and international laws, government rules or requirements. You agree You will not be entitled to a refund of any fees paid to Fastup if, for any reason, Fastup takes corrective action with respect to Your improper or illegal use of its Services.
Fastup reserves the right at all times to disclose any information as Fastup deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Fastup’s sole discretion.
If You have purchased Services, Fastup has no obligation to monitor Your use of the Services. Fastup reserves the right to review Your use of the Services and to cancel the Services in its sole discretion. Fastup reserves the right to terminate Your access to the Services at any time, without notice, for any reason whatsoever.
Fastup reserves the right to terminate Services if Your usage of the Services results in, or is the subject of, legal action or threatened legal action, against Fastup or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit. Fastup may review every account for excessive space and bandwidth utilization and to terminate or apply additional fees to those accounts that exceed allowed levels.
Except as set forth below, Fastup may also cancel Your use of the Services, after thirty (30) days, if You are using the Services, as determined by Fastup in its sole discretion, in association with spam or morally objectionable activities. Morally objectionable activities will include, but not be limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which You conduct business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; illegal access to other computers or networks (i.e., hacking); distribution of Internet viruses or similar destructive activities; and activities designed to harm or use unethically minors in any way. Notwithstanding anything to the contrary herein, in the event Fastup cancels Your Services during the first thirty (30) days after You purchase the Services, You will receive a refund of any fees paid to Fastup in connection with the Services being canceled. In the event Fastup deletes Your Services because they are being used in association with spam or morally objectionable activities, no refund will be issued. You agree You will not be entitled to a refund of any fees paid to Fastup if, for any reason, Fastup takes corrective action with respect to Your improper or illegal use of its Services.
6. NO SPAM; LIQUIDATED DAMAGES.
You agree Fastup may immediately terminate any account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email. In addition, if actual damages cannot be reasonably calculated then You agree to pay Fastup liquidated damages of €1 for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with Your account, otherwise You agree to pay Fastup’s actual damages. You acknowledge You have read and understand and agree to be bound by the terms and conditions of Fastup’s Anti-spam Policy, available here . Such terms and conditions are applicable to the use of all Fastup Software and Services and are incorporated herein.
7. INTELLECTUAL PROPERTY.
You agree that Fastup or its licensor holds all rights, title and interest in all Software and Services and all intellectual property, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to You and You agree to make no claim of interest in any such Services or Software.
You understand and agree that all content and materials contained in this Agreement, other policies, the Fastup web site, and any affiliated web sites, are protected by the various copyright, patent, trademark, service mark and trade secret laws of the Netherlands, the European Union, as well as any other applicable proprietary rights and laws, and that Fastup or its licensor expressly reserves its rights in and to all such content and materials. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of Fastup or its licensor. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to You or conferred upon You by this Agreement or otherwise.
8. USE OF FASTUP’S SOFTWARE.
If You have licensed software from Fastup, Fastup grants You a limited, non-exclusive, nontransferable and non-assignable license to use the software for such purposes as are ordinary and customary. You are free to use the software on any computer, but not on two or more computers at one time.
You agree to not alter or modify the Software. You agree You are not authorized to combine the Software with any other software program, create derivative works based upon the Software, nor are You authorized to integrate any plug-in or enhancement which uses or relies upon the Software. You further agree not to reverse engineer, decompile or otherwise attempt to uncover the source code.
Fastup reserves all rights to the Software. The Software and any copies You are authorized to make are the intellectual property of Fastup. The source code and its organization are the exclusive property of Fastup and the Software is protected by copyright. Except as expressly provided for in this section, this Agreement does not grant You any rights in the Software and all rights are reserved by Fastup.
FASTUP PROVIDES THIS SOFTWARE “AS IS” WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. ACCEPTABLE USE POLICY.
You can view Fastup’s Acceptable Use Policy here , which is incorporated herein by reference, as it is applicable to all Company Software and Services. The Acceptable Use Policy concerns the accaptable use policy of our Software and Services.
10. FEES AND PAYMENT.
As consideration for the Software or Services purchased by You and provided to You by Fastup, You agree to pay Fastup at the time You order. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your Services are suspended, terminated, or transferred prior to the end of the Services term. Fastup expressly reserves the right to modify pricing through email notification and/or notice on its Web site. Payment may be made by You by providing either a valid credit card, an online check, a personal check. Fastup Marketplace transactions are governed by the Fastup Refund Policy.
If You signed up for a monthly payment plan, Your monthly billing date will be determined based on the day of the month You purchase the Services unless that date falls after the 28th of the month in which case Your billing date will be the 28th of each month. If You signed up for an annual (or longer) payment plan, and You elected the automatic renewal option, Fastup will automatically renew Your Services when they come up for renewal and will take payment from the Payment Method You have on file with Fastup, at Fastup’s then current rates.
If for any reason Fastup is unable to charge Your Payment Method for the full amount owed Fastup for the Services provided, or if Fastup is charged a penalty for any fee it previously charged to Your Payment Method, You agree that Fastup may pursue all available remedies in order to obtain payment. If You pay by credit card and if for any reason Fastup is unable to charge Your credit card with the full amount of the Services provided, or if Fastup is charged back for any fee it previously charged to the credit card You provided, You agree that Fastup may pursue all available remedies in order to obtain payment. You agree that among the remedies Fastup may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to You of any Services registered or renewed on Your behalf. Fastup reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular Services, including additional costs that it may incur in providing the Services and pass along to You. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, fees incurred by third parties You have elected to use as payment methods, and disputes that require legal services. These charges will be billed to the Payment Method we have on file for You.
You agree that You are solely liable for arranging that Your Services are renewed, and that Fastup shall not be liable to You or any third party if it is unable to charge Your Payment Method in order to renew Your Services.
While all transactions are processed in Euros, Fastup may provide an estimated conversion price to currencies other than Euros. You acknowledge and agree that the pricing displayed during the checkout process is an estimate. Due to potential slight time delays between actual purchase and the payment settlement, the actual price charged may fluctuate. Fastup makes no representations or warranties that the estimated price will be the same or substantially similar to the actual price You will pay and You waive any and all claims based upon any discrepancy between the estimate and the actual price and the price paid and any subsequent refund. In addition, you may be charged VAT, GST or other localized taxes, based on the country indicated in Your billing address section. Any amounts to be charged will appear during the checkout process.
11. REPRESENTATIONS AND WARRANTIES.
You, or the individuals who electronically execute this Agreement on behalf of You hereby represent and warrant that they have the right, power, legal capacity and appropriate authority to enter into this Agreement, and that they own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. You represent and warrant that You are 18 years of age or older, or that You have an agent authorized by law to represent You who is 18 years of age or older who is entering into this Agreement on Your behalf. You warrant that each action You make is being done so in good faith and that You have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party’s trademark or trade name.
12. LIMITATION OF LIABILITY .
IN NO EVENT SHALL FASTUP BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLDUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES YOUR INABILITY TO USE THE SOFTWARE OR SERVICES, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF FASTUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Local law may not allow such a broad exclusion or limitation on liability for damages as contained herein. In such states, Fastup’s liability is limited to the full extent permitted by law. You agree that in no event shall Fastup’s maximum aggregate liability exceed the total amount paid by You for the particular Software or Service in dispute purchased from Fastup.
13. DISCLAIMER OF WARRANTIES .
FASTUP EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SUCH SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. FASTUP MAKES NOT WARRANTY THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. FASTUP DOES NOT WARRANT, NOR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR RESULTS OF, ANY OF THE SERVICES IT PROVIDES, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, IN WHICH EVENT THAT FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold harmless Fastup and its contractors, agents, employees, officers, directors, shareholders, and affiliates from any loss, liability, damages or expense, including reasonable attorneys’ fees, resulting from any third party claim, action, proceeding or demand related to Your (including Your agents affiliates, or anyone using Your account, software or services with Fastup whether or not on Your behalf, and whether or not with Your permission) use of the Software or Services You purchased from Fastup or Your breach of this Agreement or incorporated agreements and policies. In addition, You agree to indemnify and hold Fastup harmless from any loss, liability, damages or expense, including reasonable attorneys’ fees, arising out of any breach of any representation or warranty provided herein, any negligence or willful misconduct by You, or any allegation that Your account infringes a third person’s copyright, trademark or proprietary or intellectual property right, or misappropriates a third person’s trade secrets. This indemnification is in addition to any indemnification required of You elsewhere. Should Fastup be notified of a pending law suit, or receive notice of the filing of a law suit, Fastup may seek a written confirmation from You concerning Your obligation to indemnify Fastup. Your failure to provide such a confirmation may be considered a breach of this agreement. You agree that Fastup shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify Fastup of any such claim promptly in writing and to allow Fastup to control the proceedings. You agree to cooperate fully with Fastup during such proceedings.
You agree to cooperate fully with Fastup during such proceedings. You agree You will not be entitled to a refund of any fees paid to Fastup if, for any reason, Fastup takes corrective action with respect to Your improper or illegal use of its services.
15. GOVERNING LAW AND JURISDICTION
The construction validity and performance of these Conditions shall be governed by Dutch Law and the parties submit to the exclusive jurisdiction of the Courts in Amsterdam in the event of legal proceedings arising from any dispute.
You agree that all notices (except for notices concerning breach of this Agreement) from Fastup to You may be posted on our Web site. Notices concerning breach will be sent either to the email or postal address You have on file with Fastup. In either case, delivery shall be deemed to have been made five (5) days after the date sent.
Notices from You to Fastup shall be made either by email or sent to the address provided on the Fastup Web site.
The headings in the Agreement are descriptive only and in the event of a conflict between a heading and the underlying terms of this Agreement, the terms of this Agreement shall control.
18. ENTIRE AGREEMENT.
You agree that this Agreement including the policies and agreements it refers to constitute the complete and only Agreement between You and Fastup regarding the Services contemplated herein.
You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.
The failure of Fastup to enforce any of the provisions within this Agreement or its incorporated agreements and policies against You or others shall not be construed to be a waiver of the right of Fastup thereafter to enforce such provisions.
21. FORCE MAJEURE.
Fastup will make every effort to keep its Web site and Services operational. However, certain technical difficulties and other factors outside of its control may, from time to time, result in temporary service interruptions. You agree not to hold Fastup liable for any of the consequences of such interruptions.
22. NO THIRD PARTY BENEFICIARIES.
Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.