Terms and Conditions
Setup Services Supplement

Setup Services Supplement to
SaaS Terms and Conditions Agreement

This Setup Services Supplement to SaaS Terms and Conditions Agreement (this “Supplement”), sets forth the terms and conditions by which FastBank Services of FB Solutions LLC (“FastBank”) assistsCustomer to set up the FastBank Services. This Supplement supplements the SaaS Terms and Conditions Agreement (the “Agreement”) governing Customer’s use of the FastBank Services, and shall subject to the terms and conditions of the Agreement, which shall be deemed incorporated herein by this reference.

1. Definitions

Capitalized terms defined in the Agreement shall have the meanings set forth the rein.

2. Setup Services

  • 2.1 Customer Obligations. In order for FastBank to set up and configure the FastBank Services for Customer, Customer shall:
  • (a) Customer shall coordinate withFastBank to establish a time frame for setting up and configuring the FastBank Services promptly following delivery of a Sales Order.
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    (b) Timely provide to FastBank such information regarding Customer and its banking relationships as FastBank may request, which may include, without limitation: Customer’s legal company name; names, addresses and contact details for financial institutions utilized by Customer; and account numbers at such financial institutions.
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    (c) Customer shall provide FastBank with access to Customer’s SAP Business One application, and make an Authorized User available to assist FastBank in setting up the FastBank Services.
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    (d) Within five (5) business days after FastBank advises Customer that the setup of the FastBank Services has been completed, Customer shall have an Authorized User review and test the setup and configuration of the FastBank Services to ensure the FastBank Services are functioning properly and advise FastBank of any errors. FastBank will correct discrepancies within five business days after receipt of such notice. Without notice from Customer, the configuration will be deemed approved after five business days.
  • 2.2 Fastbank Obligations.
  • (a) FastBank shall coordinate with Customer to establish a time frame for setting up and configuring the FastBankServices promptly following delivery of a Sales Order.
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    (b) FastBank shall set up and configure the FastBank Services to integrate Customer’s SAP Business One application with Customer’s financial institutions using the information provided by Customer.
  • 2.3 Exclusions.  The setup services being provided by FastBankunder this Supplement do not include, and FastBank shall have no obligation toprovide, custom integration or modifications to the FastBank Services.

3. Limitation of Liability

  • 3.1 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 SUPPLEMENT, 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 SUPPLEMENT, REGARDLESS OFTHE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE LIMITATIONS SET FORTH IN THE AGREEMENT.
  • 3.2 Limitation of Claims. To the fullest extent allowable by Applicable Law, neither Party may bring any claim relating to thisSupplement more than two years after the events giving rise to the claim occurred.
  • 3.3 General. The exclusions and limitations set forth in thisSection 3 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.

4. Miscellaneous

  • 4.1 Relationship of the Parties. This Supplement does not create a partnership, joint venture, agency, or fiduciary relationship between the Parties.
  • 4.2 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.
  • 4.3 Governing Law; Jurisdiction and Venue. This Supplement 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 Supplement, 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 Supplement or the services provided hereunder 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 ina court of competent jurisdiction.
  • 4.4 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 4.4 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.
  • 4.5 Severability. If any provision of this Supplement 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 Supplement will remain in full force and effect.
  • 4.6 Waiver. No waiver of any provision of this Supplement, nor any consent by a Party to the breach of or departure from any provision of thisSupplement, 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.
  • 4.7 EntireAgreement. This Supplement, together with the Agreement incorporated herein 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. This Supplement 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.