1. Definitions

Unless otherwise defined in this Agreement, capitalized terms have the following meaning:

• 1.1 “Administrator User” means each Customer employee designated by Customer to serve as technical administrator of the FastBank Services on Customer’s behalf.  The Administrator Users shall serve as the primary contact points between FastBank and Customer.
• 1.2 “Applicable Laws” means all applicable local, state, federal, and international laws and regulations.
• 1.3 “Authorized User” means any Person acting on Customer’s behalf that is authorized by Customer to use the FastBank Services and who has been supplied with access to the FastBank Services either by Customer or by FastBank atCustomer’s written request.
• 1.4 “Customer” means the Person that executes a Sales Order or uses the FastBank Services.
• 1.5 “Customer Data” means any data and material, uploaded, provided, or made accessible to the FastBank Platform by or on behalf of Customer to use the FastBankServices.
• 1.6 “Documentation” means the user guides, online help, release notes, training manuals, instructions, usage information, and other similar documentation made available by FastBank regarding the use or operation of the FastBank Services, as updated or revised by FastBank from time to time.
• 1.7 “FastBank Platform” means the technology and Intellectual Property used in providing the FastBank Services, including any Remote Software, other computer software programs, websites, networks, and equipment.
• 1.8 “FastBank Services” means the internet-accessible FastBank® Bank Integration for SAP Business One application hosted by FastBank or its service providers and made available to Customer over a network on a subscription basis.
• 1.9 “Intellectual Property” means all of the following (in each case, whether registered or unregistered, including any application therefor the foregoing, and all rights to enforce the same): trade secrets, know-how, processes, inventions, patents and patent applications, trademarks and service marks (whether registered or unregistered and including applications therefore and any goodwill symbolized thereby), trade names, trade dress, copyrights, copyrighted or copyrightable materials, moral rights, rights in inventions, and all other intellectual property and proprietary rights, and all other equivalent rights that may exist anywhere in the world.
• 1.10 “Person” means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof.
• 1.11 “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular natural person or household, or any information defined as “personal information,” “personal identifiable” or other similar terms by any Applicable Law.
• 1.12 “Referral Partner” means a Person that FastBank has authorized as a distributor or reseller of the FastBank Services or as a source of referrals to FastBank for sales of the FastBank Services.
• 1.13 “Referral Partner Agreement” means the order, agreement or other document between Customer and a Distributor for Customer’s purchase or other acquisition of FastBank Services.
• 1.14 “Remote Software” means any API, computer software or other technology necessary for the functioning of the FastBank Services provided by FastBank and installed on Customer’s local, hosted or cloud-based computers or servers.
• 1.15 “Sales Order” means FastBank’s sales order form, or other document approved and accepted by FastBank from time to time, evidencing a Customer’s purchase of Fast Bank Services from FastBank and setting forth the fees and other applicable terms.
• 1.16 “Term” has the meaning provided in Section 8.1 of this Agreement.

2. Fastbank Services

• 2.1 Use of FastBank Services and Remote Software. FastBank hereby grants Customer a non-exclusive, nontransferable, worldwide right to access and use the FastBank Services during the Term, solely for Customer’s internal business operations, on the terms and conditions set forth in thisAgreement. FastBank further grants Customer a non-exclusive, non transferable use and reproduce the Remote Software solely in connection with, and to the extent necessary for, the use and functioning of the FastBank Services. FastBank retains all right, title and interest in and to the FastBank Services and theRemote Software including, without limitation, all software and otherIntellectual Property included in and used to provide the FastBank Services and the Remote Software.
• 2.2 Customer’s Account. FastBank shall enable an account for Customer to access the FastBank Services (“Account”). Customer shall designate a specific person or persons authorized by Customer to manage and support the Account, including the creation of usernames and passwords for Authorized Users. Customer is solely responsible for maintaining the status of its Authorized Users. Customer and its Authorized Users shall maintain the confidentiality of all usernames, passwords, access, and Account information under their control. Except to the extent caused by FastBank’s breach of this Agreement, including its obligations under Section 10 (Confidentiality), FastBank is not responsible for unauthorized access to the Account. Customer shall contact FastBank promptly if (i) Customer reasonably believes that the Account has been compromised, including any loss, theft, or unauthorized access, use, or disclosure of Account information or (ii) Customer becomes aware of any other breach of security in relation to Customer’s Account information or the FastBank Services that may have occurred or is reasonably likely to occur.
• 2.3 FastBank’s Responsibilities. FastBank shall: (i) use commercially reasonable efforts to make the FastBank Services available 24hours a day, 7 days a week, except for: (1) planned downtime (scheduled with at least 7 days’ notice and at a time intended to minimize impact to FastBank’s customers) and (2) any unavailability caused by circumstances beyond FastBank’s reasonable control, including internet service provider failures or delays or denial of service attacks against which FastBank maintains commercially reasonable prevention controls.
• 2.4 Customer’s Responsibilities. Customer (i) shall ensure the accuracy and completeness of Customer’s initial and ongoing configuration and setup of the FastBank Services; (ii) shall ensure that the FastBank Services are compatible with Customer’s business and systems requirements; (iii) shall ensure the accuracy, quality, legality, completeness, and integrity of theCustomer Data provided by Customer and the means by which Customer acquired it;(iv) shall ensure the information Customer provides in connection with the FastBank Services, such as billing information and purchase orders (excluding Customer unique output that is returned by the Fastbank Services to Customer), is current, accurate, and complete; and (v) is responsible for the provision, maintenance, and use of Customer’s hardware, network, internet connectivity, and software. Customer shall comply with all Documentation and all Applicable Laws. Customer shall ensure that the Authorized Users comply with all of Customer’s obligations under this Agreement, and Customer shall be responsible for their acts and omissions relating to this Agreement as though they were those of Customer.
• 2.5 Subcontractors. FastBank may use affiliates or other subcontractors to facilitate its obligations under this Agreement, and FastBank shall be responsible for the acts and omissions of such affiliates and subcontractors relating to this Agreement as though they were those of FastBank.

3. Restrictions

Customer shall not, and shall not permit anyone to: (i) copy or republish the FastBank Services or Remote Software (except copies of the Remote Software as expressly provided herein), (ii) make the FastBank Services available to any Person other than Authorized Users, (iii) use or access the FastBank Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the FastBank Services, Remote Software, Documentation or other FastBank Intellectual Property, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in any software used to provide the SaaS Services, the Remote Software or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software used to provide the SaaS Services or the Remote Software, or (vii) access or use the FastBank Services, Remote Software, Documentation or other FastBank Intellectual Property in order to build asimilar product or competitive product.

4. Customer Responsibilities

• 4.1 Assistance. Customer shall provide commerciallyreasonable information and assistance to FastBank to enable FastBank to deliverthe FastBank Services. Customer acknowledges that FastBank’s ability to deliverthe FastBank Services in the manner provided in this Agreement may depend uponthe accuracy and timeliness of such information and assistance.
• 4.2 Compliance with Laws. Customer shall comply with all Applicable Laws in connection with its use of the FastBank Services, including those laws related to Personal Information, data privacy, international communications, and the transmission of technical or personal data. Without limiting the generality of the foregoing, Customer shall comply with all existing or newly enacted Applicable Laws regarding privacy including, without limitation, the General Data Protection Regulation (GDPR), the California Privacy Rights Act (CPRA) and the California Consumer Privacy Act (CCPA) and any similar Applicable Laws of any jurisdiction.  Customer acknowledges that FastBank exercises no control over the content of the information transmitted through the FastBank Services. Any existing or newly enacted Applicable Laws regarding privacy including, for example, the General Data Protection Regulation (GDPR) or theCalifornia Privacy Rights Act (CPRA); and any amendments and successors to the foregoing.
• 4.3 Unauthorized Use; False Information. Customer shall: (a) notify FastBank immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to FastBank immediately and use reasonable efforts to stop any unauthorized use of the FastBankServices that is known or suspected by Customer, and (c) not provide false identity information to gain access to or use the FastBank Services.
• 4.4 Administrator Access. Customer shall be solely responsible for the acts and omissions of its Administrator Users. FastBank shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.
• 4.5 Customer Input. Customer is solely responsible for collecting, inputting and updating all Customer Data, and for ensuring that the Customer Data does not include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party.

5. Propietary Rigths

• 5.1 FastBank’s Intellectual Property. FastBank and its licensors, if any, retain and own all right, title, and interest in and to the FastBank Services, Remote Software, the FastBank Platform, the Documentation, and all enhancements or improvements to, or derivative works of, the foregoing, including any Intellectual Property rights therein. Nothing in this Agreement transfers or conveys to Customer any ownership interest in FastBank’s Intellectual Property.
• 5.2 Service Modifications. If Customer provides FastBank with any suggested improvements, upgrades, derivative works or other modifications (collectively, “Service Modifications”) to the FastBank Services,FastBank shall have, and Customer grants FastBank, a nonexclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license to, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of, any such Service Modifications.
• 5.3 Customer Data. Customer retains all ownership and intellectual property rights in and to the Customer Data; provided, however, that FastBank is hereby granted a limited, non-exclusive and non-transferable, royalty-free license to copy, store, configure, perform, display and transmit Customer Data as necessary to provide the FastBank Services to Customer, to provide customer support and as required by Applicable Law. FastBank shall not use any Customer Data other than as permitted by this Section.

6. Privacy and Security

• 6.1 Protection of Customer Data. FastBank shall implement and maintain commercially reasonable technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access, destruction, modification, or disclosure of Customer Data that may be stored on or processed through the FastBank Platform. FastBank may occasionally update, upgrade, change, or add safeguards and security methods as warranted inFastBank’s sole discretion, and Customer may need to take action to facilitate continued interaction with the FastBank Services.
• 6.2 Notices. FastBank shall promptly notify Customer in accordance with Applicable Laws of unauthorized access, use, or disclosure of any Customer Data while under FastBank’s control. FastBank shall use commercially reasonable efforts to: (i) identify the cause of the incident and(ii) remediate the cause of the incident within the Fast Bank Platform, to the extent such remediation is within FastBank’s reasonable control.

7. Service Suspension and Disputes

• 7.1 Generally. FastBank reserves the right to suspend Customer’s use of the FastBank in the event of: (i) a material risk caused by Customer to the security or performance of the FastBank Services, the FastBank Platform, Customer, or any other FastBank customer or business partner; (ii) use of the FastBank Services in violation of this Agreement; or (iii) Customer is delinquent in its payment obligations for any undisputed amounts, which payment delinquency continues for more than 15 days after the due date thereof.
• 7.2 Effect of Suspension. If FastBank suspends Customer’s ability to access the FastBank Services, Customer remains responsible for all fees and charges for the period of suspension and Customer will not be entitled to any compensation or credits for any period of suspension, unless such suspension was due to FastBank’s error or omission.
• 7.3 Disputes. Customer must provide written notice of any payment dispute in to FastBank according to the instructions in the Documentation on or before the due date of such payment which is the subject of such dispute, together with a reasonable description of the basis for such dispute. Provided that such dispute is reasonable and in good faith, FastBank shall not exercise its suspension or termination rights during the pendency of FastBank’s investigation of such dispute.

8. Term and Termination

• 8.1 Term. The term of this Agreement (the “Term”) shall begin on the effective date, as set forth in the Sales Order and continue for a period of one year, ending on the first anniversary of such effective date. The Term shall automatically renew for successive one-year periods unless, at least 60 days prior to the then end of the Term, Customer or FastBank provides written non-renewal notice to the other.
• 8.2 Termination for Breach or Cause. Either Party may terminate this Agreement and the FastBank Services by written notice to the other Party (i) if the other Party materially breaches its obligations under this Agreement and, if the breach is capable of cure, fails to cure the breach within 30 days of the date of written notice of breach; or (ii) upon the other Party ceasing to operate in the ordinary course, becoming insolvent, making an assignment for benefit of creditors, or becoming the subject of any bankruptcy, liquidation, dissolution, or similar proceeding that is not resolved within 60 days of filing. Material breach by Customer includes the following by way of example and not limitation: (1) Customer is unable to resolve any material issue leading to suspension of Customer’s Services as a result of the acts or omissions of Customer within 30 days following notice of suspension; or (2) Customer’s use of the FastBank Services in violation of Applicable Laws.
• 8.3 Consequences of Termination for Breach. If Customer terminates this Agreement and the FastBank Services as a result of FastBank’s material breach, then FastBank shall refund Customer the pro rata amount of any prepaid Fast Bank Services subscription fees applicable to the unused portion of the then remaining Term. If FastBank terminates this Agreement and the FastBank Services due to Customer’s material breach, FastBank shall not refund any amounts to Customer and Customer shall remain obligated on any unpaid subscription fees for the then remaining Term.
• 8.4 Effects of Termination. Upon any termination of this Agreement: (i) all of Customer’s rights, and FastBank’s obligations, under this Agreement immediately terminate except for those that expressly survive the termination hereof; and (ii) except as set forth in Section 8.3, Customer remains liable for all fees, charges, and any other amounts Customer payable by Customer hereunder.

9. Fees and Taxes

• 9.1 Fees. Customer shall pay all fees specified in each SalesOrder. Customer will be invoiced based on the Sales Order, including, if applicable, for usage-based fees. Except as otherwise specified in this Agreement: (i) amounts are quoted and payable in the currency specified in the Sales Order; and (ii) payment obligations are non-cancelable and fees are non-refundable. Unless otherwise agreed in writing, FastBank will automatically charge Customer’s payment information on file for any subscription fees and other amounts payable by Customer in respect of the FastBank Services.
• 9.2 Taxes. Customer is responsible for any applicable sales, use, excise, value-added, or similar taxes, levies, or duties payable with respect to Customer’s order of FastBank Services assessable by any local, state, provincial, federal, or foreign jurisdiction. Unless expressly specified otherwise in any Sales Order, all fees, rates, and estimates exclude such taxes, levies, and duties.
• 9.3 Annual Increases. Unless otherwise agreed in writing, FastBank may increase the fees for the FastBank Services on each anniversary of the Effective Date, by providing not less than 30 days prior written notice to Customer. Such notice may be in the form of an invoice or any other form of notice used by FastBank to communicate with Customer. If Customer objects to the increase, Customer may elect to not extend the Term.

10. Confidentiality

• 10.1 Confidential Information. “Confidential Information” means all non-public information relating to business plans, customers and customer lists, data, designs (whether actual, contemplated, experimental, or planned), financial information, forecasts, know-how, methods, market analysis, pricing, products (whether actual, contemplated, experimental, or planned), prerelease offerings, research and development, security policies and processes, source and object code, strategies and other information to the extent such other information is designated by a Party as confidential at the time of the disclosure and, in each case, that is disclosed by or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement or the transactions contemplated hereby. Confidential Information does not include information that: (i) is or becomes generally known to the public without the Receiving Party’s breach of this Section 10; (ii) has been received by the Receiving Party from a third party without confidentiality restrictions; (iii) is known to the Receiving Party prior to being received from the Disclosing Party; or (iv) has been independently developed by the Receiving Party without use of or reference to the Discloser’s Confidential Information.
• 10.2 Duty to Maintain Confidentiality. During the Term, and at all times afterwards, the Receiving Party will, except as set forth in the next succeeding sentence, (a)safeguard the Disclosing Party’s Confidential Information with the same degree of care that it uses to protect its own confidential information; (b) maintain the confidentiality of such Confidential Information; (c) not use such information except as permitted under this Agreement; and (d) not disseminate, disclose, sell, publish or otherwise make available this information to any third party without the prior written consent of the Disclosing Party.  The foregoing shall not prohibit any disclosure of any Confidential Information: (a) by FastBank to the extent necessary to provide the FastBank Services; (b) by either Party to the extent required by Applicable Law or court order (provided that the Receiving Party, to the extent permitted by Applicable Law, will use reasonable efforts to give the Disclosing Party ten (10) days’ prior written notice of any such disclosure;(c) by either Party to the extent necessary to enforce such Party’s rights hereunder or otherwise in connection with the FastBank Services.

11. Representations and Warranties

• 11.1 Customer Representations and Warranties. Customer represents and warrants to FastBank that:
• (a) Customer has the authority to enter into and perform its obligations under this Agreement.
  (b) This Agreement does not conflict with any other agreement entered into by Customer.
  (c) Customer does not conduct business for any unlawful purpose.
  (d) Customer is not on the United States Department of Treasury, Office of Foreign Asset Control’s list of Specially Designated National and Blocked Persons, Her Majesty’s Treasury, Asset Freezing Unit’s Consolidated List of Financial Sanctions Targets; the European Union’s consolidated list of persons, groups, and entities subject to EU financial sanctions; or any similar list of embargoed or blocked persons applicable to Customer in any jurisdiction.
• 11.2 FastBank’s Representations and Warranties.
  
• (a) FastBank represents and warrants to Customer that:
  (i) FastBank has the authority to enter into and perform its obligations under this Agreement.
  (ii) This Agreement does not conflict with any other agreement entered into by FastBank.
  (iii) FastBank does not conduct business for any unlawful purpose.
  (iv) FastBank is not on the United States Department of Treasury, Office of Foreign Asset Control’s list of Specially Designated National and Blocked Persons, Her Majesty’s Treasury, Asset Freezing Unit’s Consolidated List of Financial Sanctions Targets; the European Union’s consolidated list of persons, groups, and entities subject to EU financial sanctions; or any similar list of embargoed or blocked persons applicable to FastBank in any jurisdiction.
  ‍(v) THE FASTBANK SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE THEN-CURRENT DOCUMENTATION. FASTBANK DOES NOT GUARANTEE THAT THE FASTBANK SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT FASTBANK WILL CORRECT ALL FASTBANK SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT FASTBANK DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE FASTBANK SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY FASTBANK (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER FASTBANK NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE FASTBANK SERVICES WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL FASTBANK OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS.
• (b) If FastBank fails to conform to any of the warranties in Section 11.2 (a)(v) and FastBank does not render the FastBankPlatform conforming within 30 days of Customer’s written notice to FastBank of the nonconformance, then, as Customer’s sole and exclusive remedy for any nonconformance, Customer may immediately terminate its subscription upon written notice to FastBank, and FastBank shall refund Customer the pro rata amount of any prepaid FastBank Services subscription fees applicable to the unused portion of the Term (excluding any activation or other one-time fees). There fund will be calculated from the date that Customer notifies FastBank of the nonconformance.
  
• (c) The warranties in Section 11.2 (a)(v)do not apply to the extent that the FastBank Services or Remote Software have been modified by persons other than FastBank’s employees or persons authorized by FastBank.
  
• (d) The warranties of FastBank in this Agreement are for Customer’s sole benefit, and do not extend to any other person or entity.
  
• 11.3 Disclaimer of Implied Warranties. Except as expressly provided in this Agreement, the FastBank Services are provided on an “as-is” and “as available” basis, and FastBank makes no other warranties of any kind, whether express, implied, statutory, or otherwise, and FastBank specifically disclaims all implied warranties, including the implied warranties of merchantability and fitness for a particular purpose, to the maximum extent permitted by Applicable Laws.

12. Indemnification

• 12.1 Indemnification by FastBank. If a third party makes a claim against Customer that the FastBank Services infringes any patent, copyright or trademark, or misappropriates any trade secret (an “Infringement”), FastBank shall indemnify and defend Customer and its directors, officers and employees against the claim at FastBank’s expense and FastBank shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by FastBank, to the extent arising from the claim. FastBank shall have no liability for any claim based on (a) the Customer Data, (b) modification of the FastBank Services not authorized by FastBank, (c) use of the FastBank Services other than in accordance with the Documentation and this Agreement, or (d) combination of theFastBank Services with any products, software, services, data, or other materials not provided by FastBank or approved by FastBank, if the Infringement would not have occurred but for such combination. If, as a result of anyInfringement, Customer is enjoined from using the FastBank Services, FastBank may, at its sole discretion and expense, procure for Customer the right to continue use of the FastBank Services, modify the FastBank Services in a manner that does not materially impair the functionality, or terminate the Term and repay to Customer any amount paid by Customer with respect to the Term following the termination date.
• 12.2 Indemnification by Customer. Customer shall indemnify and defend FastBank, its licensors and their respective directors, officers, and employees against losses, damages and expenses (including reasonable attorneys’ fees) incurred as a result of a third-party claim that (1) Customer’s use ofthe FastBank Services in breach of this Agreement infringes any patent, copyright or trademark, or misappropriates any trade secret; (2) results fromCustomer’s breach of its obligations under this Agreement; or (3) results from Customer’s violation of Applicable Laws.
• 12.3 Process. The obligations of a Party (“Indemnitor”) to defendor indemnify the other (“Indemnitee”) under this Section 12 are subject to the following: (i) the Indemnitee must promptly inform the Indemnitor in writing ofany claim or action within the scope of the Indemnitor’s defense or indemnity obligations set forth in this Agreement, provided that Indemnitor shall not be excused from its indemnity obligations for failure to provide prompt notice except to the extent that the Indemnitor is prejudiced by any such failure to provide prompt notice; (ii) the Indemnitor must be given exclusive control of the defense of such claim and all negotiations relating to its settlement,except that the Indemnitor may not, without Indemnitee’s approval, (A) make any admissions on the Indemnitee’s behalf or (B) settle any such claim unless the settlement unconditionally releases the Indemnitee of all liability; and (iii) the Indemnitee must reasonably assist the Indemnitor in all necessary respects in connection with the defense of the claim, at the Indemnitor’s expense. The Indemnitee may participate in the defense of the claim at its sole cost and expense.
• 12.4 ExclusiveRemedy. This Section 12 states the Indemnitor’s sole liability and the Indemnitee’s exclusive remedy with respect to Infringement and any other type of third-party claim or action described in this Section. This Section does not apply to any direct claims between the Parties.

13. Modifications

• 13.1 Modifications of Terms. Subject to the restrictions in this Section 13, FastBank reserves the right to modify the terms of this Agreement from time to time in its sole discretion.  FastBank is not required to provide prior notice if modifications are necessary to comply with Applicable Laws but in such case shall use commercially reasonable efforts to provide prior notice when practicable.
• 13.2 ModificationNotice; Customer Options.
• (a) If FastBank modifies the terms of this Agreement, it shall provide prior written notice (“ModificationNotice”) to Customer of such modifications at least 30 days prior to the effectiveness of the modifications; provided, however that no such notice shall be required for any modifications that are necessary to comply with Applicable Laws (in which case, FastBank shall use commercially reasonable efforts to promptly notify Customer of such modification).
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  (b) If any modifications are to become effective as of the end of the then Term, then (a) such modifications will become effective upon the extension of the Term in accordance herewith, and (b)if Customer does not accept such modifications, Customer’s sole option shall be to cancel the extension of Customer’s subscription prior to end of the then Term.
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  (c) If any modifications are to become effective during the then-current Term, and the modifications materially and adversely affect Customer, then Customer may terminate Customer’s subscription to the FastBank Services by providing written notice to FastBank within 30 day following the date of the Modification Notice. Customer’s termination will become effective on the later to occur of (i) the date on which Customer delivers a timely termination notice or (ii) the date on which the applicable modifications become effective. If Customer terminates the FastBank Services pursuant to this Section 13.2 (c), then FastBank shall refund Customer the pro rata amount of any prepaid subscription fees applicable to the unused portion of the Term (excluding any activation or other one-time fees).
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  (d) If Customer does not terminate the affected Service subscription as specified in this Section 13.2, then Customer will be bound by the modified terms beginning upon the effective date set forth in the Modification Notice.

14. Limitation of Liability

• 14.1 LIMITATION ON DAMAGES. TO THE FULLEST EXTENT ALLOWABLE BY APPLICABLE LAW, NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF FASTBANK) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE FASTBANK SERVICES,REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT,REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE.
  
  The foregoing limitations shall not apply to either Party’s obligations (or any breach thereof) under Section 3 (Restrictions), Section 10 (Confidentiality),  or Section 12 (Indemnification).
• 14.2 Limitation of Claims. To the fullest extent allowable by Applicable Law, except with respect to claims of infringement or misappropriation of Intellectual Property of the other Party, a Party’s breach of Section 10 (Confidentiality), or Customer’s failure to pay amounts due under this Agreement, neither Party may bring any claim relating to this Agreement more than two years after the events giving rise to the claim occurred.
• 14.3 General. The exclusions and limitations set forth in this Section 14 apply even if the remedies are insufficient to cover all of the losses or damages of any Party. Without these limitations, the fees for the FastBank Services would be significantly higher.

15. Miscellaneous

• 15.1 Anti-Corruption Laws. Each Party shall at all times comply with all applicable anti-corruption laws, including, to the extent applicable, (1) the U.S. Foreign Corrupt Practices Act of 1977, as amended, and (2) the UK Bribery Act 2010.
• 15.2 Relationship of the Parties. This Agreement does not create a partnership, joint venture, agency, or fiduciary relationship between the Parties.
• 15.3 Third-Party Applications. FastBank is not responsible for and does not in any way endorse any third-party applications or websites linked to by FastBank’s website or in connection with the FastBank Services.
• 15.4 Publicity. Neither Party shall issue any public statement regarding this Agreement without the other Party’s prior written consent.
• 15.5 Governing Law; Jurisdiction and Venue. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of California. Prior to initiating any legal action arising under or relating to this Agreement, a Party shall provide the other Party written notice of a dispute and the Parties shall actively and in good faith negotiate with a view to speedy resolution of such dispute within ten (10) business days of the receipt of such notice. All claims and disputes arising under or relating to this Agreement or the FastBank Services are to be settled by binding arbitration in the state of California or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction.
• 15.6 Equitable Relief. Each Party acknowledges that damages may be an inadequate remedy if the other Party violate the obligations under this Agreement, and each Party shall have the right, in addition to anyother rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.
• 15.7 Force Majeure. Neither Party shall be responsible for failure or delay of performance caused by circumstances beyond its reasonable control, including earthquake, storm, or other act of God; labor disputes; electrical, telecommunications, or other utility failures; embargoes; riots; acts of government; or acts of terrorism or war. A Party seeking relief from performance under this Section 15.7 must (i) provide notice of such circumstances to the other Party as soon as practicable, (ii) use commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than 30 days and if the failure or delay is continuing at the time of termination, either Party may, in its discretion, terminate the FastBank Services. Such termination will not result in any liability by either Party, except that, if Customer terminates the FastBankServices for FastBank’s failure, FastBank shall refund Customer the pro rata amount of any prepaid subscription fees applicable to the unused portion of theTerm of the terminated Service (excluding any activation or other one-time fees). If Customer was unable to use the FastBank Services as a result of the force majeure event, the unused portion of the Subscription Term will be measured from the last date on which Customer was able to use the Service.
• 15.8 Cyber Security. In the event of a cyber attack including, but not limited to, unauthorized access, data destruction, alterations or breaches, or any other malicious activities targeting the systems, networks, or data of either party, such incidents shall be deemed as an "Act of God" for the purposes of this contract, provided that the affected party has taken reasonable measures to prevent such attacks and promptly notified the other party of the occurrence.  Both parties agree that an "Act of God" under this clause shall absolve the affected party from any liability, obligations, or damages arising directly or indirectly from the cyber attack, including but not limited to financial losses, business disruptions, reputational damage, or any other adverse consequences resulting from the incident. The affected party shall make reasonable efforts to promptly restore its systems, networks, and data following a cyber attack, and the non-affected party shall reasonably cooperate and assist in there solution of any issues resulting from the incident.
• 15.9 Notices. Except as otherwise permitted in this Agreement, notices under this Agreement shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered or certified U.S. mail, (b) when transmitted if sent by facsimile or email, provided that a copy of the notice is promptly sent by another means specified in this section, or (c) when delivered if delivered personally or sent by express courier service. All notices to Customer shall be delivered to the address, fax number and/o email address provided for in the Sales Order or otherwise provided by Customer.  All notices to FastBank shall be addressed as follows: [ADDRESS/EMAIL FOR NOTICES]
  The foregoing shall not restrict FastBank from communicating announcements of general interest by email, by posting on its website or other means of communication.
• 15.10 Successors and Assigns. Neither Party may assign thisAgreement or any right under this Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either Party may assign this Agreement to an acquirer of all or substantially all of the business of such Party to which this Agreement relates, whether by merger, asset sale or otherwise. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties’ successors and permitted assigns. Either Party may employ subcontractors in performing its duties under this Agreement, provided, however, that such party shall not be relieved of any obligation under this Agreement.
• 15.11 Severability. If any provision of this Agreement is determined to be invalid or unenforceable by any court, then to the fullest extent permitted by law, that provision will be deemed modified to the extent necessary to make it enforceable and consistent with the original intent of the Parties and all other provisions of this Agreement will remain in full force and effect.
• 15.12 Waiver. No waiver of any provision of this Agreement, nor any consent by a Party to the breach of or departure from any provision of this Agreement, will in any event be binding on or effective against such Party unless it is in writing and signed by such Party, and then the waiver or consent will be effective only in the specific instance and for the purpose for which given.
• 15.13 Entire Agreement. This Agreement and the Sales Order constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic, or oral communications, representations, agreements, or understandings between the Parties with respect thereto. Except as specified in Section 13 (Modifications), this Agreement may not be modified or amended except by a written instrument executed by both Parties. Customer’s standard terms of purchase or vendor management terms (including purchase order terms or click-through terms), if any, are inapplicable.
• 15.14 Purchase Through Referral Partners.  If Customer has purchased the FastBank Services through a Referral Partner:
• (a) In the event of any conflict between the provisions of this Agreement and any Referral Partner Agreement, then the provisions of this Agreement prevail. If a Referral Partner has granted Customer any rights that FastBank does not also directly grant to Customer in this Agreement, or that conflict with this Agreement, then Customer’s sole recourse with respect to such rights is against the Referral Partner.
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  (b) The billing, payment, and termination sections of this Agreement may not apply to Customer, andCustomer’s billing and payment rights and obligations may be governed by the ReferralPartner. However, if the Referral Partner from whom Customer purchased theFastBank Services fails to pay FastBank any amounts due in connection withCustomer’s use of the FastBank Services, FastBank may suspend Customer’sAccount, with or without notice to Customer. Customer agrees that Customer’s remedy in the event of such suspension is solely against the Referral Partner and that FastBank is not liable to Customer in any manner for such suspension. FastBank may invoice Customer directly for renewals.