Terms of Service

1. Acceptance of Terms and Eligibility

By signing an order form (including via e-signature services like DocuSign) or completing an online subscription purchase (e.g. clicking "Accept" or "Pay" on our website), you agree to be bound by these Terms of Service ("Terms"). You represent that you are at least 18 years old, acting on behalf of a business (not as an individual consumer), and have the authority to bind that business to this Agreement.

FastPal ("we", "us", or "Company") is a business based in Germany, and you ("Customer") are a business client using FastPal for commercial purposes only. If you do not agree with these Terms or lack authority to bind your company, you must not use the FastPal services.

2. Services and Scope

FastPal provides a cloud-based software service that uses artificial intelligence to generate sales call notes and coaching insights ("Services"). Upon proper registration or execution of an order, FastPal grants you a non-exclusive, limited, non-transferable license to access and use the Services for your internal business purposes during the subscription term. All use must be in accordance with these Terms and any documentation we provide.

No Consumer Use: You agree to use the Services solely for business purposes and not for personal, family, or household use. FastPal's Services are not a substitute for your own business judgment – they are intended to assist your sales team, but FastPal does not promise any specific sales results or outcomes from using AI-generated insights.

3. Account Registration and Security

You may need to register an account to use the Services. You agree to provide accurate and complete information when registering.

User Credentials: Any login credentials (such as usernames, passwords, API keys) are personal to your organization and must be kept confidential. You are responsible for all activity that occurs under your account.

Authorized Users: Only your employees or contractors authorized by you may access the Services on your behalf; you will ensure each user abides by these Terms. Notify us immediately of any unauthorized access or security breach.

We may suspend or disable accounts that we suspect are used in violation of these Terms or for security reasons.

4. Orders, Subscription Plans, and Execution

FastPal may offer subscription plans on a monthly, annual, or enterprise basis (each described in an online plan or in a separately executed order form, collectively "Order").

Order Process: An Order may be executed by electronic signature or by online checkout. By entering into an Order (whether by clicking through our web checkout or signing a document), you agree to purchase the selected subscription and any additional services indicated.

Electronic Agreements: The parties agree that electronic signatures and online acceptances are valid and legally binding. An Order becomes effective on the date it is accepted by FastPal or when you first access the Services under that Order, whichever comes first ("Effective Date"). Each Order is incorporated into these Terms. If there is a conflict between an Order and these Terms, the Order will prevail for that Order's scope.

5. Fees, Invoicing, and Payment Terms

5.1 Subscription Fees: You agree to pay all fees for the subscription plan or services you select, as set forth on our website or in your Order ("Fees"). Fees may depend on the tier (e.g. monthly, annual, or custom enterprise plan) and the number of authorized users or other usage metrics.

Billing Cycle: Unless otherwise specified, monthly plans are billed monthly in advance and annual plans are billed annually in advance. Enterprise plans may be billed as stated in the Order (e.g. annually or multi-year upfront).

5.2 Invoicing and Payment: If you sign up online with a credit card, you authorize FastPal (or our payment processor, e.g. Stripe) to charge your card for the initial term and recurring renewals of your subscription. For enterprise or invoiced accounts, FastPal will issue an invoice (electronically) for the Fees.

Payment Term: All invoiced amounts are due within fourteen (14) days from the invoice date, unless otherwise specified in an Order. Payments shall be made in the currency stated (default USD) via the payment methods we support. You are responsible for providing complete and accurate billing information and maintaining updated payment information with us.

5.3 Late Payments: If any invoiced amount is not received by FastPal by the due date, we may send a reminder and/or apply a late interest charge on the overdue sum at the rate of 1.5% per month (or the maximum rate permitted by law), accruing from the payment due date until paid. If you fall behind on payment by over 30 days, FastPal reserves the right to suspend your account or the Services provided, until all overdue amounts are paid.

5.4 Taxes: All Fees are exclusive of taxes, levies, or duties. You are responsible for any applicable taxes (except our income taxes). If you are required by law to withhold any taxes, you shall provide documentation and pay FastPal the net amount after such withholding.

5.5 No Refunds: Except as expressly provided in these Terms or required by law, all payments are non-refundable. For clarity, if you terminate Services mid-term (outside of an allowed contractual termination for our breach), or if we terminate due to your breach, you will not be entitled to a refund for any prepaid Fees.

6. Term, Renewal, and Termination

6.1 Term and Auto-Renewal: These Terms start on the Effective Date and continue in effect while any subscription or Order is active. Each subscription plan or Order has an initial term (e.g. one month, one year, or as stated in an enterprise Order).

Auto-Renewal: Upon expiration of the initial term, the subscription will automatically renew for successive renewal terms of the same length as the initial term, unless either party gives notice of non-renewal before the end of the then-current term. For month-to-month subscriptions, you may cancel anytime prior to the next monthly renewal (the termination will be effective at the end of the current paid month). For annual or longer terms, either party should give at least 30 days' advance notice of non-renewal before the term end to prevent auto-renewal.

6.2 Termination for Cause: Either party may terminate this Agreement (and any or all Order(s)) for cause: (a) if the other party materially breaches any provision of this Agreement and fails to cure such breach within 30 days after receiving written notice of the breach from the non-breaching party (or within 10 days after notice of a payment breach); or (b) if the other party becomes insolvent, bankrupt, or subject to any proceeding under bankruptcy or insolvency law.

6.3 Termination for Convenience (Enterprise Plans): For enterprise customers with individually negotiated contracts, additional termination rights (e.g. termination for convenience with notice) may be set forth in the Order or Master Subscription Agreement.

6.4 Effect of Termination: Upon termination or expiration of this Agreement or an Order: (i) FastPal will cease providing the Services, and your rights to access and use the Services will end; (ii) you agree to promptly pay any outstanding Fees for Services provided up to the termination date; and (iii) each party will upon request return or delete the other party's Confidential Information that it has in its possession.

7. Customer Data and Intellectual Property Rights

7.1 Customer Data Ownership: As used in this Agreement, "Customer Data" means all information, data, content, recordings, and materials that you or your users submit to or create within the Services, including audio/video recordings of sales calls, transcribed notes, AI-generated call summaries or coaching recommendations ("Outputs"), and any other data uploaded. You retain all right, title, and interest in and to Customer Data, including any intellectual property rights in your inputs and outputs. FastPal does not claim ownership of your Customer Data.

7.2 FastPal Intellectual Property: FastPal (and its licensors, if any) retain all right, title, and interest in and to the Services and underlying technology, including all software, algorithms, AI models, code, design, know-how, and content provided by FastPal (collectively, "FastPal IP"). All intellectual property rights in and to the FastPal IP are owned by FastPal. No rights are granted to you other than as expressly set forth in this Agreement.

7.3 IP in Outputs: FastPal's AI may generate Outputs (such as call summaries, coaching tips, or other text/data) based on your inputs. FastPal makes no claim of copyright or ownership over the content of these AI-generated Outputs to the extent they are derived from your Customer Data. As between you and FastPal, such Outputs are considered part of your Customer Data and are owned by you (subject to FastPal's rights in any underlying software or AI models).

8. Confidentiality

8.1 Definition: "Confidential Information" means any non-public or proprietary information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, either directly or indirectly, in writing, orally, or by inspection. Confidential Information includes, without limitation, Customer Data (as Customer's Confidential Information), the FastPal software, algorithms and any non-public features or pricing (as FastPal's Confidential Information), and the terms of this Agreement.

8.2 Obligations: The Receiving Party will use the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information of similar nature, but no less than reasonable care. The Receiving Party agrees not to disclose or use Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement, or as required by law.

8.3 Compelled Disclosure: If the Receiving Party is legally compelled by a court or government order to disclose the Disclosing Party's Confidential Information, it shall, to the extent legally permitted, give prompt notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy.

8.4 Return or Destruction: Upon the Disclosing Party's written request, and in any event upon termination of this Agreement, the Receiving Party will return or destroy (at the Disclosing Party's election) all Confidential Information of the Disclosing Party that it has in its possession or control, except as otherwise provided or if retention is required by law or backup policies.

9. Privacy and Data Protection

9.1 Compliance with Privacy Laws: Each party agrees to comply with all applicable data protection and privacy laws in connection with the Services. FastPal maintains a Privacy Policy that describes our handling of personal information; by using the Services, you acknowledge FastPal's Privacy Policy.

9.2 Data Processing and Storage Location: You understand and agree that FastPal may process and store Customer Data (including personal data) on servers and systems located in the United States, and/or permit access to it from the U.S., in order to provide the Services. FastPal uses reputable third-party cloud infrastructure and service providers (for example, data centers, AI processing APIs, and payment processors) to host and operate the Service.

9.3 Data Security: FastPal takes data security seriously. We implement administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access or disclosure (following industry-standard practices). However, you acknowledge that no service can guarantee absolute security.

9.4 Restrictions on Sensitive Data: The Services are not designed to handle highly sensitive personal information such as government-issued identification numbers, financial account passwords, credit card numbers (aside from billing info you provide us via our secure payment processor), personal health information, or any data classified as special category or sensitive under applicable law. You agree not to intentionally upload or provide such sensitive data to the Service.

10. Customer Responsibilities and Acceptable Use

You agree to use the FastPal Services responsibly and in compliance with the following rules:

Lawful Use Only: You and your users will use the Services in compliance with all applicable laws and regulations, including (but not limited to) laws relating to telemarketing or call recording, privacy and data protection, anti-spam, export control, and intellectual property.

Call Recording and Consent: If you use FastPal to transcribe or analyze sales call recordings, you are responsible for ensuring that all call participants have given any consent required by law to be recorded or monitored. FastPal does not monitor or obtain consent on your behalf.

Prohibited Content: You will not use the Services to store, transmit, or distribute any content that is illegal, defamatory, harassing, obscene, or that infringes or misappropriates third-party rights (such as intellectual property or privacy rights). You are solely responsible for the accuracy, quality, and legality of all Customer Data you upload.

No Malicious Use: You shall not use the Services to transmit viruses, malware, or any malicious code, and you shall not engage in activity that could disrupt or impair the operation of the Services or interfere with other customers' use.

No Reverse Engineering or Misuse: You will not (and will not permit any third party to) reverse engineer, decompile, or disassemble the Service or otherwise attempt to derive the source code or underlying ideas of the software (except to the extent such restriction is prohibited by law). You will not copy, modify, or create derivative works based on the Service, nor use the Service to build a competing product or service.

11. Disclaimer of Warranties

11.1 "As-Is" Service: FastPal provides the Services "AS IS" and "AS AVAILABLE," without any warranty of any kind, unless expressly stated otherwise in an Order. To the maximum extent permitted by law, we disclaim all implied or statutory warranties regarding the Services, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or any warranty arising from course of dealing or usage of trade.

11.2 No Guarantee of Results; AI Outputs Disclaimer: You acknowledge that FastPal's Services involve complex AI algorithms and data analysis, and FastPal makes no guarantee that using the Services will improve your sales performance or achieve any particular outcome. All AI-generated content or insights provided by the Service are for informational purposes only and should not be solely relied upon for making business decisions.

Outputs May Be Inaccurate or Incomplete: FastPal does not guarantee the accuracy, completeness, or usefulness of any notes, summaries, suggestions, or other outputs generated by the AI. We expressly disclaim any responsibility for actions you take based on AI-generated outputs.

11.3 Third-Party Services: FastPal disclaims any liability for services, information, or products provided by third parties that you may access through or in conjunction with the FastPal Services. Such third-party services are outside of FastPal's control and are provided "as is" without any warranty from FastPal.

12. Limitation of Liability

12.1 Indirect Damages: To the fullest extent permitted by law, neither party will be liable to the other for any indirect, special, incidental, consequential, punitive, or exemplary damages, or for any loss of profits, revenues, business opportunity, goodwill, or data, arising out of or relating to this Agreement or the Services. This limitation applies even if a party has been advised of the possibility of such damages.

12.2 Cap on Direct Damages: Each party's maximum aggregate liability for all claims arising under or relating to this Agreement or the Services is limited to the total amount of fees paid (or payable) by you to FastPal in the 12 months immediately preceding the event giving rise to the claim. If no fees were paid (for example, during a free trial), FastPal's liability shall not exceed USD $100.

12.3 Exceptions: The exclusions and limitations in this Section 12 will not apply to the extent prohibited by law. Nothing in this Agreement limits either party's liability: (a) for death or personal injury caused by its negligence or willful misconduct, (b) for its own intentional fraud or willful misrepresentation, or (c) to pay amounts expressly due under this Agreement (such as Fees owed or indemnification amounts, if any).

13. Indemnification

13.1 By Customer: You agree to indemnify, defend, and hold harmless FastPal and its affiliates, officers, directors, and employees from and against any third-party claims, losses, or damages (including reasonable attorneys' fees) arising out of or related to: (a) your or your users' breach of this Agreement or violation of applicable law; (b) any Customer Data you provide (including claims that uploading, processing, or use of Customer Data in the Service infringes a third party's rights or privacy); or (c) your gross negligence or willful misconduct in using the Services.

13.2 By FastPal: FastPal agrees to indemnify and hold you harmless from any third-party claim that the FastPal Service (excluding any Customer Data or third-party components) directly infringes a U.S. patent, copyright, or trademark, or misappropriates a third party's trade secret. This indemnity is provided on the condition that you (i) promptly notify FastPal in writing of the claim; (ii) allow FastPal to have sole control of the defense and settlement of the claim; and (iii) provide FastPal with all reasonably requested information and assistance.

14. Miscellaneous

14.1 Governing Law: This Agreement shall be governed by and construed in accordance with the federal laws of the United States and, to the extent applicable, the general laws of contracts under U.S. law, without giving effect to any state's conflict of law principles.

14.2 Dispute Resolution and Forum: In the event of any dispute or claim arising out of or relating to this Agreement or the Services, the parties shall first attempt in good faith to resolve the issue informally. If that fails, either party may bring a claim. Because FastPal is a German company without a U.S. establishment, and our clients are businesses, any legal action may be brought in a court of competent jurisdiction.

14.3 Notices: FastPal may provide notices to you under this Agreement by email to the address associated with your account or by posting announcements within the Service. You must ensure your contact information is up-to-date.

14.4 Assignment: You may not assign or transfer this Agreement, or any rights or obligations herein, without FastPal's prior written consent, except to a successor in interest in the event of a merger, acquisition, or sale of substantially all your assets.

14.5 Entire Agreement and Amendment: These Terms, along with any Order(s), and any documents incorporated by reference constitute the entire agreement between you and FastPal regarding the Services, superseding all prior or contemporaneous agreements, proposals or communications related to its subject matter. FastPal reserves the right to update or modify these Terms from time to time.

By using or continuing to use the FastPal Services, you acknowledge that you have read, understood, and agree to these Terms of Service. Thank you for choosing FastPal to assist your sales team!