Terms and Conditions

“Access Credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Services.

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.

“Agreement” has the meaning set forth in the preamble.

“Authorized Users” means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services.

4.1 Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Services or Provider Materials except as expressly permitted by this Agreement.

Customer shall not:

• copy, modify, or create derivative works of the Services
• rent, lease, lend, sell, sublicense, or transfer the Services
• reverse engineer or attempt to derive source code
• bypass security measures
• input harmful code or materials
• damage or disrupt the Services
• remove or alter any notices or documentation
• use for competitive analysis
• use in hazardous environments

5.1 Customer Systems and Cooperation. Customer shall maintain and operate Customer Systems in accordance with Specifications.

5.2 Effect of Customer Failure or Delay. Provider is not responsible for delays caused by Customer's failure to perform obligations.

5.3 Corrective Action and Notice. Customer must take action to stop prohibited activities and notify Provider.

5.4 Non-Solicitation. Customer shall not solicit Provider's employees during the Term and for three years after.

6.1 Service Levels. Provider will maintain 99.5% availability, excluding scheduled downtime and exceptions.

6.2 Service Level Failures. Provider shall issue credits for service level failures.

6.3 Scheduled Downtime. Maintenance scheduled between 12:00 a.m. and 3:00 a.m., EST.

8.1 Information Security. Provider will employ security measures in accordance with its data privacy and security policy.

8.2 Data Breach Procedures. Provider maintains a data breach plan and shall implement required procedures.

8.3 Customer Control and Responsibility. Customer retains responsibility for Customer Data and systems.

10.1 Confidential Information. Each party may disclose confidential information to the other party.

10.2 Protection of Confidential Information. Receiving Party shall protect and maintain confidentiality of disclosed information.

11.1 Provider Materials. All rights in Provider Materials remain with Provider.

11.2 Customer Data. Customer retains rights to Customer Data.

12.1 Mutual Representations. Each party represents and warrants its authority to enter into this Agreement.

12.2 Provider Warranties. Provider warrants professional performance of Services.

12.3 Customer Warranties. Customer warrants ownership and rights to Customer Data.

13.1 Provider Indemnification. Provider shall indemnify Customer for intellectual property claims.

13.2 Customer Indemnification. Customer shall indemnify Provider for Customer Data and use claims.

14.1 Exclusion of Damages. Provider shall not be liable for certain types of damages.

14.2 Cap on Monetary Liability. Provider's liability is limited to two times the total amounts paid.

15.1 Initial Term. Agreement commences on Effective Date and continues for one year.

15.2 Renewal Term. Agreement may renew for additional one-year terms.

15.3 Termination. Agreement may be terminated under specified conditions.

Basic Service Package - $695 + tax

Premium Service Package - $795 + tax

Elite Service Package - $895 + tax

One-time setup: $495 - Carfilio software setup and integration

Email/Phone Support

Support is Monday - Friday 9AM - 5PM