Terms and Conditions

TECHNICAL SERVICES TERMS AND CONDITIONS – The provision of the services specified in this quotation by FreePoint Technologies Inc. and/or its affiliate(s), as applicable (“FreePoint”) is contingent on the terms and conditions on the face of this quotation and below.

1. This quotation is an offer by FreePoint for the provision of the technical services specified on the face of this quotation and further described below (“Services”) directly to the party to whom this quotation is addressed on its face (the “Customer”). Services may be used by Customer for installation, configuration, training, or support related to any FreePoint product, or any third-party product distributed by FreePoint (each a “Product”), provided that FreePoint’s ability to provide Services may be limited for any Product that, at the time a Services request is made, (i) is not the most recent version commercially available, (ii) is no longer licensed or distributed by FreePoint, or (iii) is not under a current license to Customer in good standing.
2. This quotation limits Customer’s acceptance to the terms of this quotation. These terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Customer’s purchase order terms or any other document issued by Customer in connection with this quotation. This quotation is, once accepted in the manner permitted hereunder, the entire agreement of the parties with respect to this quotation, and supersedes all prior or contemporaneous understandings regarding its subject matter.
3. Services are purchased and expended in hours or days. The time consumed for a particular Service request may depend on factors such as the nature of the request and the location and expertise of technicians, developers, and engineers. The minimum decrement for any request is one-half day or four hours. Each Service request shall address a single specific task or technical issue.All Services are initially provided remotely by email, telephone, or over the internet. Regardless of the manner in which Customer initiates n request, FreePoint may in its sole discretion choose to continue any request by email, telephone, web conference, or other means. If Customer asks for or agrees to continue a request through an on-site visit, Customer is responsible for paying all related travel expenses, including but not limited to, airfare, car rental, lodging, and meals (plus a handling fee).
4. This is intended to be a service agreement and not a service warranty. All services are provided “AS IS” and FreePoint disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the services provided hereunder, including without limitation any implied warranties of merchantability or fitness for a particular purpose, and any warranties arising from a course of dealing, usage or trade practice. FreePoint does not warrant that all requests will be resolved, or will be resolved within a specified period of time.
5. FreePoint will invoice the Services package(s) selected upon receipt of Customer’s purchase order, with payment due when specified on the invoice. No refunds, cancellations or exchanges are permitted.
6. Time under a Services package may only be used during the period specified in this quotation (or if no period is specified, six months) following the date of FreePoint’s invoice for that package, after which any remaining unused time expires and is forfeited. FreePoint is not required to provide Services during any period in which Customer is in breach of any of its payment or other obligations hereunder, or under any license or other agreement with FreePoint or its suppliers relating to Products, with no refund or extension of the term of any Services package for any such period.
7. Amounts herein do not include any taxes and Customer is separately responsible for all withholding, sales, use, receipts-based taxes, any other present or future taxes based on invoicing or gross turnover activity, and any other levies, imposts, deductions, charges or withholdings.
8. FreePoint and its suppliers will not be liable with respect to any subject matter hereof under any contract, negligence, strict liability or other legal or equitable theory for (i) any amounts in excess in the aggregate of the fees paid to it hereunder; (ii) any cost of procurement of substitute goods, technology, services or rights; (iii) any loss or corruption of data or interrupted use; or (iv) any indirect, incidental, or consequential damages.
9. Customer’s purchase order must reference this quotation by its quotation number and indicate which package(s) Customer has chosen, using a line-item descriptor such as “Services per FreePoint Quotation #______.”

SOFTWARE PRODUCT TERMS AND CONDITIONS – The FreePoint software products and the associated documentation (collectively, the “Software Product”) are licensed, and not sold, to you by FreePoint Technologies Inc. (“FreePoint”) for use in accordance with the Software License Agreement (“SLA”) that you must agree to upon activation of the Software Product.  Subject to your payment therefore, you will own the media, if any, on which the Software Product is delivered. The Software Product shall remain the sole and exclusive property of FreePoint, and/or its third-party licensors.

Your license begins on the date the Software Product is purchased, subject to your payment for that service. Your initial license is valid for 12 months from invoice date unless otherwise specified. License renewals are automatic and based on the then-current list price. If you do not wish to renew automatically, you must notify FreePoint at least 60 days’ prior to the renewal date.

Upon FreePoint’s receipt of a purchase order, shipment and/or activation will be made within 30 days. You are responsible for the payment of all additional fees beyond the FreePoint products & services provided, including but not limited to duties and taxes (including but not limited to sales, withholding, VAT, or receipts based taxes, or any other present or future taxes based on invoicing or gross turnover activity, and any other tax that is not based on FreePoint’s income), shipping expenses, and EFT wire fees.  Any and all payments by you shall be made free and clear of, and without reduction for any of the aforementioned taxes or any other present or future, levies, imposts, deductions, charges or withholdings.

All amounts due to FreePoint shall be payable on or before the due date specified on the invoice. Any amounts not paid when due will bear interest at the rate of 1.5% per month, which will accrue and be compounded monthly. To the extent FreePoint does not receive payment for the Software Product, other products, and/or services, FreePoint reserves the right to: a) terminate any rights you may have under the SLA; and b) terminate services in process of being provided or not yet provided, provided that you will still be responsible for payment for services rendered prior to termination.

No terms and conditions contained in any purchase order used by you will, in any way, be construed to affect the SLA or in any way bind FreePoint.

V2-2018-11-09