FastPix Term and Conditions

Effective Date: December 22, 2023

Welcome! Thank you for using FastPix.

General Terms and Conditions

Please read these Terms and Conditions, our Privacy Policy and any other contractual terms and policies referenced in this document carefully before subscribing or using FastPix, Inc services.

We inform you that our services are provided for professional and business use only.

These Terms and Conditions form a binding agreement between you and FastPix, Inc for the access and the use of all FastPix’s services. These terms and conditions govern your subscription, free trial, and use of our services. By accessing or using the Services you agree to our terms and conditions.

1. Definitions:

In these General Terms and Conditions, each of the following capitalized terms or expression shall have the meaning set out below.

“Agreement”

refers to an indivisible whole consisting of: (i) your Subscription Plan (including Additional Options), (ii) these Terms and Conditions; (iii) the Privacy Policy; (iv) any other document referenced herein (i.e. our Documentation).

“Additional Options”

means all optional features and/or add-ons provided by FastPix, Inc as part of the Services.

“FastPix” or “We” or “Us” or “Our” or “Company”

refers to the company FastPix, Inc (along with its subsidiary FastPix Solutions Private Limited)

“FastPix Materials”

means all intellectual property rights hold by FastPix, Inc, which might be for example copyrighted material, trademarks, service marks and other proprietary information, such as video, API, SDKs, software, tools, documentation, logos, designs, trade secrets, and any derivative works, modifications, or enhancements of the foregoing, including any feedback that may be incorporated.

“Calendar Month”

means one of the 12 full months named in the calendar. Each Calendar Month begins from the first day in one month at 00:01 to the day before the first day of the following month at 00:00.

“Content(s)”

means all videos, audio (for example music and other sounds), graphics, photos, text (such as comments and scripts), branding (including trade names, trademarks, service marks, or logos), interactive features, software, and other materials which You may provide to Us within the use of Services.

“Documentation”

means any documents, guides, references and, more broadly, all information provided by Us related to the use of the Services.

“End Users”

means all persons authorised by the Subscriber to access the Contents.

“Fees“

means the sums charged by FastPix to Subscribers for the provision of Services.

“GDPR”

means the European union regulation (EU) 2016/679 of the European parliament and of the council of 27th April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing directive 95/46/ec (General Data Protection Regulation).

“Laws and regulations”

refers to all laws, regulation and legislation of any kind in force to which: (i) a Party is subject; (ii) and/or in force in the country in which the Services are provided to; (iii) and/or in the country You have your head office.

“License”

means the worldwide, non-exclusive, revocable, non-sublicensable, and non-transferable limited license to access and use the Website, Tools, and Services and to integrate the APIs and portions of Tools into websites and applications that you operate, in each case solely for your internal business purposes and in accordance with these Terms and Conditions during the term of the Agreement. Some portions of the Tools or Service may be subject to an open-source copyright license agreement, and use of Tools or Service portions will also be governed by and subject to the open-source license terms provided with the Tools or Service. You may not download, copy, install, or use the Tools or Service for any other purpose without Company's prior written consent. No rights or licenses are granted except as expressly set forth in these Terms. The software contained in the Tools and Service is licensed to you, not sold. The License is granted by FastPix to Subscribers under the terms of the Agreement.

“Login Credentials”

means your username and password created as part of the Subscription procedure, which are necessary for you to access the Services.

“Personal Data”

means any information relating to an identified or identifiable natural person as defined by article 4 of GDPR. An identifiable natural person is one who can be identified, directly or indirectly, by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

“Personal Account”

means your personal account from which You can access Services.

“Party” or “Parties”

refers to the Subscriber and/or FastPix.

“Pricing” or “Pricing Terms”

means the pricing terms of FastPix’s Services. Pricing Terms are based on encoding, hosting and delivery criteria calculated for each minute of video imported or streamed as part of the Service.

“Services” or “FastPix Services”

means the Services provided by FastPix under the terms of the Agreement, including without limitation to all fastpix.io and any other website where these Terms are posted (collectively, the "Website"); the various tools and documentation, such as access tokens, software development kits ("SDKs") and application programming interfaces ("APIs"), made available on the Website or otherwise by FastPix (collectively, the "Tools"); the FastPix Video streaming service; FastPix’s data and analytics service and associated data and recommendations transmitted through use of the APIs (the "Analytics Data"); and any other tool, website, dashboard, or service that provides or allows you to access any of the foregoing (collectively, the "Service"). We may from time to time provide you with a more detailed description of the Service through published software libraries, APIs and additional resources we make available to you on our Website.

“Subscriber” or “You”

means any person, company, organization or government (“Legal Entity”) which subscribe to or access or use the Services provided by FastPix under the terms of the Agreement.

“Subscription”

refers to the registration, by the Subscriber, of a Personal Account on Our Website, including the selection of the Subscription Plan.

“Subscription Plan”

means the Services You subscribed, their costs, and other specific conditions and/or Additional Options, which are subject to these terms and conditions.

“Territory”

means the country from which You use the Services.

“User”

means the person who has access to the Personal Account on behalf of the Legal Entity (such as colleagues working for same entity (whether single or multiple entities or affiliates) employees, contractors and service providers)

“Website”

means our website available at https://www.fastpix.io/

2. Scope of the Terms and Conditions:

a) Scope: These Terms and Conditions define the terms and conditions under which FastPix provides the Services to the Subscribers. These Terms and Conditions are systematically brought to the knowledge of each Subscriber as part of the Subscription procedure required to use the Services, even within the framework of a free trial.

b) Agreement: Any Subscription and use of the Services is subject to the acceptance without reservation of these Terms and Conditions and all other legal policies incorporated herein by reference thereto (Agreement). In the event of any conflict between the following documents, the order of precedence between them shall be: (i) Your Subscription Plan (including Additional Options); (ii) these Terms and Conditions, (iii) our Privacy Policy; (iv) and any other documents expressly incorporated herein by reference thereto.

c) Subscriber’s Declarations You declare to FastPix: (i) You are fully aware of these Terms and Conditions and all other documents expressly incorporated by reference herein; (ii) You have the legal capacity to subscribe to the Services and therefore waives the rights arising from any other document; (iii) if You contract on behalf of a Legal Entity (whether single entity or multiple entities), that You agree to represent this Legal Entity and declare having the power to bind the said Legal Entity regarding these Terms and Conditions; (iv) You subscribe to and use the Services for a professional/business use only.

d) Amendments: The applicable Terms and Conditions are those in force on the date of your Subscription. We reserve the right to amend these Terms and Conditions and/or any document incorporated by reference at any time. In such case: (i) We will inform You within a reasonable notice; (ii) any amendment shall become effective at the expiration of the then-current Monthly Period following notice of such change; (iii) You may then terminate the Agreement at the end of your Monthly Period under the provisions of Section 7 “Termination”.

e) Clarifications: We may be required to establish Terms and Conditions by category, which depart from these Terms and Conditions, according to the categories of professional customer (i.e. Custom Enterprise Solutions).

3. SUBSCRIPTION AND DURATION

a) Online Subscription: Any use of FastPix Services is subject to an online Subscription procedure on our Website. During the Subscription procedure, you shall provide Us with Personal Data, Login Credentials, and accept these Terms and Conditions. You agree to:

(i) only provide accurate and current information about yourself and the Legal Entity You represent; (ii) maintain the security of your Login Credentials and not to share them with any third party; (iii) promptly update the email address associated with your Personal Account to keep it accurate so that We can contact You at any time. By providing Us your email address You consent to our use of it to send You Service-related notices, including any notices required by law.

b) Subscription Plan: You will then access your Personal Account and benefit from the free trial version (hereinafter referred to as “Free Trial Plan”) or upgrade to our pay-as-you-go Subscription Plan (hereinafter referred to as “Pay-As-You Go Plan”).

c) Term: The Agreement is effective upon the date of the confirmation by FastPix of your Subscription by email (hereinafter referred to as “Effective Date”) and shall continue for successive terms of one (1) Calendar Month (hereinafter referred to as “Monthly Periods”) from the first day of the Calendar Month following that of your Subscription, unless You have notified in writing at least ONE (1) calendar day prior to the expiration of the then-current Monthly Period your intention to terminate the Agreement. Each Party can hereby terminate the Agreement under the provision set forth in Section 7 “Termination”.

4. OBLIGATIONS OF PARTIES IN CONTRACT

a) FastPix undertakings: FastPix will provide You the Services selected on your Subscription Plan and will use its best efforts to ensure the provision of the Services in accordance with the terms of the Agreement. FastPix reserves the right to suspend the Services if You breach any of the provisions of the Agreement.

b) Additional Options: You can select Additional Options to customize the Service as specified in our Website and Documentation. Each Additional Option is subscribed for a period of one (1) Calendar Month and shall continue for successive one (1) Calendar Month periods.

e) Subscriber’s undertakings: By subscribing the Services, You acknowledge and accept:

(i) to use the Services accordingly to the Agreement and our Documentation; (ii) to be fully responsible for all uses of your Personal Account, including the acts or omissions of each User on your Personal Account and/or any other person accessing or using the Services through or in connection with your Personal Account; (iii) to notify Us immediately of any breach of security or unauthorized use that You have known. We will not be liable for any losses caused by any unauthorized use of your Personal Account; (iv) You will not ask any other service provider than FastPix, either permanently or occasionally, for any maintenance and/or correction operation of the Services (v) you are at least eighteen years old, and you have the legal capacity to enter into contracts; (vi) your User Content and use of the Site, Tools, Analytics Data and Service will comply with all applicable laws and regulations, including without limitation, the Video Privacy Protection Act (18 U.S.C. § 2710), the Children’s Online Privacy Protection Act (COPPA), the EU General Data Protection Regulation (GDPR) and other applicable privacy and data protection laws.

You: (a) are responsible for protecting all authentication key(s) for the APIs; (b) shall not disclose the authentication key(s) to any third party except your employees; (c) shall not use the authentication key(s) for any purpose other than as necessary to exercise rights granted under these Terms and Conditions; and (d) are responsible for all activity that occurs with the authentication key(s). You shall notify Company promptly in the event you learn of any unauthorized access to any authentication key(s).

f) Prohibited uses: By using the Services, You agree not to: (i) use the Services for any illegal purpose or in violation of any local, state, national or international Laws and Regulations; (ii) attempt to bypass user authentication or try any unauthorized access to any Services or any of our systems or networks; (iii) make the Services available to anyone else than You, especially by sharing your Login Credentials to any other person or Legal Entity; (iv) use any robot, spider, other automatic device, or manual process to monitor or copy FastPix’s web pages, systems or the content contained in them; (v) use any device, software or routine to interfere with the proper working of the FastPix Services; (vi) upload invalid data, viruses, worms, or other software agents through the FastPix system; (vii) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; (viii) collect any personally identifiable information, including account names, from FastPix system; (ix) sell, resell, license, sublicense, distribute, make available, rent or lease the Services; (x) compile, decompile, disassemble, translate, analyze, arrange the Services; (xi) modify, adapt, correct, in any way whatsoever the Services or merge all or part of the Services into other computer programs; (xii) attempt to access the Services by any means, technology or tools other than those provided or authorized by Us; (xiii) copy the Service or any part of it, any feature, function or user interface of the Service; (xiv) interfere with or disrupt the integrity or performance of the Service or any third party data contained therein; (xv) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; (xvi) develop any competitive product or service; (xvii) have any maintenance and/or correction of the Services carried out (permanently or occasionally) by any service provider other than FastPix; (xviii) identify the Company or display any portion of the Site, Tools or Service on any site or service that disparages Company or its products or services, or infringes any Company intellectual property or other rights.

g) Prohibited Content: You agree not to post Content that (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to You or any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable; (iv) contains any illegal information or Content; (v) contains any information or Content that You do not have right to make available under any law or under contractual relationships, (vi) contains any information or Content that You know is not correct; (vii) may infringe the rights of any other person; (viii) may constitute or contribute to a crime or tort. Company takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts, sends, or otherwise makes available over the Service. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Site. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, or otherwise unsuited to your purpose, and you agree that Company shall not be liable for any damages you allege to incur as a result of or relating to any User Content.

5. PAID SERVICES AND SUBSCRIPTIONS

a) Subscription Plans: We may offer plans that you can sign up for that allow you to use certain aspects of the Service (a "Subscription Plan"). Subscription Plans may set allotments for use of designated Service aspects. Use of Service aspects in excess of a Subscription Plan's designated allotment may result in additional fees, as specified in the plan, such as for additional video views or additional volumes of video streamed.

b) Billing Policies: Subscription Plans may be offered for a fee or other charge for a set period of time of Service use (e.g., monthly, or annually) (a "Subscription Period"). If you elect to use a paid Subscription Plan, you agree to the pricing and payment terms at http://fastpix.io/pricing and herein as we may update them from time to time. FastPix may change Subscription Plans by offering new services for additional fees and charges, and adding or amending fees and charges for existing Subscription Plans/services, at any time in its sole discretion. Any change to a Subscription Plan's pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in these Terms.

c) Automatic Renewal: All Subscription Plans will automatically renew until cancelled by you. If you do not want a Subscription Plan to renew, please cancel it at least three days before the end of the Subscription Period.

d) Upgrade/Downgrade: You will always have the option to upgrade to a higher tier. You will also have the option to downgrade to a lower subscription during a Monthly Period, but your downgrade will not be effective until the end of that Monthly Period and you will still be charged for that entire Monthly Period at the higher tier (including any applicable additional charges for the higher tier).

d) Data Retention: FastPix reserves the right to delete Analytics Data after the period applicable to the Subscription Plan you have chosen, so download or copy it before that time if you want to preserve a copy.

e) Refunds: If we terminate your Subscription Plan, we will grant you a prorated refund for the remaining unused portion of your Subscription Period. You are not entitled to a refund for any Subscription Plan that you cancel.

f) Payment Information; Taxes: All information that you provide in connection with a purchase, plan subscription, or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase, Subscription Plan, or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, including all transaction taxes, duties, and any foreign withholding taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.

g) Payment terms: Our invoices are payable on receipt. You shall provide Us with current payment information and change them promptly if necessary.

6. INTELLECTUAL PROPERTY

a) License to use the Service: Subject to compliance to the Agreement and the full payment of applicable Fees, FastPix hereby grants You a worldwide, non-exclusive, revocable, non-sublicensable, and non-transferable License to access and use the Services during the term of the Agreement as per your Subscription Plan. The License is granted for internal business purposes and within and subject to your Subscription Plan. You may not use the Services for any purpose, function, or feature not described in the Agreement and our Documentation.

b) License granted on your Contents: As between Company and you, you (or your licensors) will own the Analytics Data and any and all text, images, profile information, data, video, audiovisual content, works of authorship or other types of materials, information or communications, or hyperlinks to any of the foregoing you provide Company or upload, publish, transmit or distribute on or through the Service (collectively, "User Content"). You (on behalf of yourself and your licensors) grant, and you represent and warrant that you have all rights necessary to grant, Company an irrevocable, assignable, sublicensable (through multiple tiers), transferable, fully paid, royalty-free, and worldwide right and license to copy, store, reproduce, distribute, publicly display, modify, use, and create derivative works of the User Content and Analytics Data to: (a) provide the Service to you; (b) improve Company's products and services; (c) create and share with Company's other customers (in aggregate and anonymous form) reports and information to help them optimize and benchmark their data and services; (d) provide your Analytics Data and/or User Content to, or permit access thereto for, your third-party service providers or other users upon your request (and you hereby grant such rights to such third-party service providers or other users); and (e) perform such other actions as authorized or instructed by you in connection with your use of the Service.

As between Company and you, Company solely and exclusively owns and will own all rights, title, and interest in and to the Service, and all patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks, service marks, logos and designs, trade secrets, and all other intellectual property embodied by, or contained in the API, Tools, Site, Documentation and Service, and any copies thereof. The technology underlying the Service is protected by copyright, trade secret, patent, and other intellectual property laws. All rights not expressly granted to you in these Terms are reserved by Company.

c) Access to the Contents: By publishing your Contents via the Service, You are fully aware that you are communicating your Content to the End Users via the Internet network and that You thereby grant End Users a license for the purposes of representing it by (live)streaming.

d) References: You hereby grant Us a royalty-free, non-exclusive, sub-licensable and worldwide license to use the Legal Entity name, brand, graphic charter and logo, taken separately or together, or as part of any other word or name (hereinafter referred to as "Identification Elements"), for the purpose to announce, on our media (i.e. our Website, mobile application, paper or digital flyer, communication campaign on any medium, press articles, television reports, social networks, commercial prospecting documents), the existence of this Agreement.

e) Contents: You shall be solely responsible for your Contents and Identification Elements and warrant to Us that: (i) your Contents and/or Identification Elements does not infringe any applicable Laws and Regulations, nor any third party right; (ii) You hold all the necessary rights for the use and license of your Contents and/or your Identification Elements; (iii) you don’t exceed any right that may have been granted to Us on all or part of your Contents and/or your Identification Elements. You declare and guarantee to FastPix that you own all rights on the Contents uploaded or streamed to the Services. You are responsible for Your Content, including for ensuring that it does not violate any applicable Law and Regulations or any provision of the Agreement.

f) Exclusivity: You acknowledge and accept that FastPix has the sole right to carry out any correction/maintenance operation of any kind on the Services.

g) Warranties: You shall hold FastPix, its agents, successors and assigns, harmless from and against any claim, cost, or expense asserted or initiated by a third party arising out of or relating to your Content and/or your Identification Elements in connection with alleged or actual infringement of any rights belonging to a third party. You agree to bear all costs including any financial convictions as well as settlement made in connection with the alleged infringement, attorney’s fees and any other legal fees that may be incurred by FastPix, its agents, officers, employees, successors and assigns, as a consequence thereof. Notwithstanding anything to the contrary contained in the Agreement, no limitation of Your liability shall apply for any damages, losses or liabilities incurred by FastPix, its agents, officers, employees, successors and assigns as a result of any claim or action by a third party as described here above.

7. TERMINATION

a) Termination for convenience: You may terminate the Agreement by sending Us an email to the following address: <support@fastpix.io>. We may terminate the Agreement at any time upon a thirty (30) days’ notice sent by email at the address You provided on your Personal Account. Each termination demand will be effective at the end of the current Monthly Period.

b) Termination for breach: We may also terminate or suspend the Agreement and your access to the Service immediately or with a fifteen (15) days prior notice if You breach any of the terms or conditions of this Agreement.

c) Consequences of Termination: Termination will take effect immediately and will result in the deactivation of your Personal Account and the removal of all Contents attached to it. We inform You that: (i) cancelled Personal Accounts cannot be restored after a fourteen (14)-day period; (ii) We may retain residual account information and Personal Data in our backup and/or archival copies accordingly to our Privacy Policy.

Upon termination or expiration of this Agreement for any reason: (i) all rights and obligations of both Parties, including License granted hereunder, shall terminate within fourteen (14) days after the effective date of termination; (ii) We shall discontinue all use of your Contents and may destroy all copies in our possession; (iii) You shall destroy and remove from all websites, applications, computers, hard drives, networks, and other storage media all copies of the FastPix Materials, API Documentation and Service (other than the analytics data We may have provided You during the Agreement) and You shall stop using all aspects of the Services. Such termination may result in the loss of all information and Contents associated with your Personal Account.

d) Survival: All Sections which expressly or by their nature survive to termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason.

8. WARRANTIES AND LIABILITIES

a) COMPANY'S DISCLAIMER OF WARRANTIES: THE SITE, TOOLS, ANALYTICS DATA AND SERVICE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED, OR STATUTORY. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES, SERVICE PROVIDERS, AND AGENTS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SITE, TOOLS, ANALYTICS DATA AND SERVICE, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, PRIVACY, SECURITY, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT. FURTHER, COMPANY DISCLAIMS ANY WARRANTIES THAT YOUR USE OF THE SITE, TOOLS OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

b) Disclaimers: The Services are provided “as is” and as available. We make no other warranties, representations, or conditions, whether written, oral, express, implied or statutory, including any implied warranties of merchantability, title, non-infringement, or fitness for a particular purpose, with respect to the use, misuse, or inability to use the Services (in whole or in part) or any other products or services licensed or provided to You by Us.

c) DISCLAIMERS: FastPix SHALL NOT BE LIABLE IN ANY WAY FOR: (I) USE OF THE SERVICES BY THE SUBSCRIBER AND/OR END USERS IN A MANNER NOT EXPRESSLY AUTHORISED BY THE AGREEMENT; (II) MODIFICATION BY THE SUBSCRIBER AND/OR AN END USER OF ALL OR PART OF THE SERVICES NOT MADE OR AUTHORISED BY FastPix; (III) USE OF ALL OR PART OF THE SERVICES BY THE SUBSCRIBER AND/OR END USERS WHEN FastPix HAD RECOMMENDED SUSPENDING ITS USE; (IV) USE OF THE SERVICES BY THE SUBSCRIBER AND/OR END USERS IN AN ENVIRONMENT OR CONFIGURATION THAT DOES NOT COMPLY WITH THE TECHNICAL REQUIREMENTS OR DOCUMENTATION, OR IN CONNECTION WITH THIRD PARTY PROGRAMS OR DATA NOT EXPRESSLY APPROVED BY FastPix; (V) THE OCCURRENCE OF ANY DAMAGE RESULTING FROM A FAULT OR NEGLIGENCE ON THE PART OF THE SUBSCRIBER, OR WHICH THE SUBSCRIBER COULD HAVE AVOIDED BY SEEKING ADVICE FROM FastPix, PROVIDED THAT THE SUBSCRIBER WAS ABLE TO SEEK SUCH ADVICE; (VI) THE USE IN CONNECTION WITH THE SERVICES OF PROGRAMS NOT SUPPLIED OR ENDORSED BY FastPix AND LIKELY TO AFFECT THE SERVICES.

d) LIMITATION OF LIABILITY: REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THESE TERMS AND CONDITIONS FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, SERVICE PROVIDERS, OR AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION FOR ANY: (a) DIRECT DAMAGES, (b) LOSS OF REVENUE, PROFITS, REPUTATION OR GOODWILL, (c) LOST OR CORRUPTED DATA OR ANALYTICS DATA, WEBSITE OR APPLICATION FAILURE, COMPUTER FAILURE OR MALFUNCTION, (d) INTERRUPTION OF BUSINESS, (e) UNAVAILABILITY OF THE SITE, TOOLS, OR SERVICE, (f) BREACH OF DATA, SYSTEM, OR SERVICE SECURITY, (g) BUGS, VIRUSES, TROJAN HORSES, OR OTHER SIMILAR ERRORS OR VULNERABILITIES THAT THE SITE, TOOLS OR SERVICE INCLUDES OR CAUSES, OR (f) OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. IN ANY CASE, TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY'S SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER ANY PROVISION OF THESE TERMS AND CONDITIONS SHALL BE: THE REPLACEMENT OF THE SERVICE, OR REFUND OF AMOUNTS PAID BY YOU FOR THE TOOLS OR SERVICE, IN COMPANY'S SOLE DISCRETION. ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IN ADDITION, COMPANY DISCLAIMS ALL LIABILITY OF ANY KIND FOR ACTIONS OF COMPANY'S AFFILIATES, SERVICE PROVIDERS, OR AGENTS.

e) MONETARY LIABLITY CAP: IN NO EVENT WILL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SITE, TOOLS, ANALYTICS DATA, SERVICE, OR THESE TERMS, WHETHER FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY EXCEED THE AMOUNTS ACTUALLY PAID TO COMPANY IN THE PRIOR THREE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING CAP APPLIES EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

f) EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. EACH OF THE PARTIES SHALL ONLY BE LIABLE TOWARDS THE OTHER FOR DIRECT DAMAGE THAT IT MAY CAUSE IN THE CONTEXT OF OPERATIONS CONCLUDED HEREUNDER, AND EXCLUDES THE COMPENSATION OF INDIRECT DAMAGE AS DEFINED BY LAWS AND REGULATIONS AND/OR THE CASE LAW OF THE FRENCH COURTS, EVEN IF THE OCCURRENCE OF SUCH DAMAGE HAS BEEN EVOKED BY THE PARTIES. TO THE EXTENT PERMITTED BY THE LAW, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, DATA, ORDERS, CUSTOMERS, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, COVER OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. DATA PRIVACY

a) Each Party shall comply with all Data Protection Laws and Regulations in force during the performance of the Agreement. We process your Personal Data in accordance with our Privacy Policy.

b) Each Party, which acts as data controller with regard to Personal Data relating to the other Party. The Personal Data collected from Subscriber will be used by FastPix for processing the Agreement and, in general, to manage the commercial, administrative, and legal relationship with the Subscriber.

c) With regard to specific categories of Personal Data, You shall act as data controller and FastPix as data processor within the provision of GDPR. The conditions under which the Parties shall process these Personal Data within the performance of the Agreement are set out in the DPA.

10. GENERAL PROVISIONS

a) Declaration. The Agreement, as well as the Pricing, are expressly approved and accepted by the Subscriber, which declares and acknowledges having understood it perfectly and, as such, waives availing itself of any document to the contrary and, notably, its own terms and conditions of purchase.

b) Assignment. You shall notify FastPix of any proposed change of control. For any proposed Change of Control, FastPix, in its sole discretion, may choose to (i) terminate this Agreement or (ii) continue its obligations under this Agreement, provided that the third-party purchaser agrees with FastPix to assume and be fully bound by all the Subscriber’s obligations and liabilities under this Agreement. FastPix may at any time assign all or part of the Agreement in any form whatsoever to any entity provided the other Party is informed as soon as possible.

c) Severability. If one or more of the provisions of this Agreement are deemed to be invalid or declared as such in application of a law or regulation or following the final decision of a competent court, the other provisions will retain their full force and scope.

d) Non waiver. The fact that either of the Parties fails to avail itself of a breach committed by the other Party, of any one of its obligations under this Agreement, shall not be construed for the future as a waiver of the obligation or the rights in question.

e) Force majeure. The Parties may not be held liable for any non-fulfilment or delayed fulfilment of any one of their obligations as described herein if it is the result of a case of force majeure.

f) Good faith. Each Party undertakes to act in good faith and always deal fairly with the other, and in particular to inform the other Party without delay of any dispute or difficulty that it may encounter in the course of the performance of this Agreement.

g) Information. The Parties represent and acknowledge that the negotiations that preceded the signing of this Agreement were conducted in good faith and that they received, during the pre-contract negotiation phase, all the information necessary and useful to enable them to commit in full knowledge of the facts and that they provided each other with all information liable to determine their consent of which they may legitimately not have been aware of.

h) Independent contractors. The Parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Each Party shall, unless expressly otherwise agreed hereunder, bear their own costs and expenses connected with such Party's activities and performance under this Agreement.

i) Governing law. This Agreement is governed by and subject to the laws of the State of Illinois. This applies to both the substantive and procedural rules.

j) Amicable procedure. In the event of a dispute relating to interpretation or execution of the Agreement, the Parties will seek, before any litigation action, amicable resolution and will provide each other all necessary elements and information for this purpose.

k) COMPETENT JURISDICTION. IN THE EVENT OF ANY DISPUTE ARISING FROM THE SERVICES REFERRED TO IN THE AGREEMENT AND CONCERNING THE INTERPRETATION AND/OR THE PERFORMANCE AND/OR THE VALIDITY OF THE AGREEMENT AND ALL SUBSEQUENT RELATED MATTERS, THE COURTS OF THE STATE OF COOK COUNTY, ILLINOIS WILL HAVE SOLE JURISDICTION. THIS CLAUSE APPLIES EVEN IN THE CASE OF SUMMARY PROCEEDINGS, A RELATED REQUEST, MULTIPLE DEFENDANTS OR A GUARANTEE CLAIM, AND REGARDLESS OF THE MANNER AND CONDITIONS OF PAYMENT, WITHOUT THE CLAUSES ASSIGNING JURISDICTION THAT MAY EXIST IN THE DOCUMENTS OF THE SUBSCRIBER BEING ABLE TO PRESENT AN OBSTACLE TO APPLICATION OF THIS CLAUSE.

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