privacy policy

BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED ON THE INSTALLATION UTILITY WINDOW OR ONLINE, WHICHEVER IT MAY BE, AS PART OF THE ORDERING PROCESS OR SIGNING AN ORDER CONFIRMATION THAT REFERS TO THIS AGREEMENT, YOU AGREE TO ABIDE BY ALL OF THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF FANN DIRECT SOFTWARE (“SOFTWARE”), INCLUDING BUT NOT LIMITED TO THE USE OF SOFTWARE COMPONENTS, SOFTWARE UTILITIES, APIs BOTH AS PART OF THE SOFTWARE PACKAGE, INDIVIDUALLY OR AS A BUNDLE. THIS AGREEMENT SHALL FURTHER GOVERN USAGE OF THE SOFTWARE ON A HOSTED BASIS AND ASSOCIATED SUPPORT OPTIONS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. TERMS USED IN THIS AGREEMENT SUCH AS "YOU" OR "YOUR" SHALL REFER TO YOU PERSONALLY AND TO ANY ENTITY YOU REPRESENT AND ON WHOSE BEHALF YOU ARE ENTERING INTO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND NOT SIGN THE ORDER CONFIRMATION. HOWEVER, BY DECLINING YOU ALSO ACCEPT THAT YOU MAY NOT USE THE SOFTWARE.

1. Thank You for Making Fann direct a Part of Your Team

Subject to the terms of this Agreement, Software will provide you with accounting and inventorying solutions. Included with the solution are a browser interface and data encryption, network transmission protocols, authentication, role strata and internal storage. Your registration for, and/or use of, the Software shall be deemed to be your agreement to abide by this Agreement and shall extend to your use of any ancillary resources provided by Fann Direct, such as instruction manuals, best practices guides and privacy and security policies. For reference, a Definitions section is included at the end of this Agreement. If Fann Direct is offering or shall offer any additional, supplemental or replacement products, this Agreement shall govern all such products and services.

2. Privacy & Security;

Disclosure Fann Direct shall take reasonable steps in safeguarding your privacy. From time to time, Fann Direct reserves the right to modify its privacy and security policies at its sole discretion or as required to remain compliant with relevant laws and regulations. If at the time you are not a Fann Direct customer and you receive communication pertaining to product information or privacy and security policies, you will be given an opportunity to “opt out” of receiving future dissemination of information, including marketing data and other communications from Fann Direct. Software user information and usage data are the sole property of Fann Direct and may not be captured, reproduced or used in any manner without the express written concept from Fann Direct. Furthermore, Fann Direct reserves the right to disclose who its customers are, including using said customer lists on Fann Direct marketing materials. Fann Direct also reserves a license to share usage data with its partners, collaborators or customers. In doing so Fann Direct shall take reasonable precautionary measures to avoid undue disclosure of private or sensitive information. By installing and using Fann Direct software, you hereby consent to the collection of your usage patterns by Fann Direct, which Fan Direct will utilize for future products and future modifications of existing products, including sharing / resale and access to such data with partners, vendors, regulators and other third parties engaged in a communication with Fann Direct from time to time. In sharing any information, Fann Direct will take reasonable measure to protect personal consumer information from disclosure. However, nothing in this document shall imply any liability to Fann Direct for unauthorized disclosures of information, if such disclosure was directly caused by deliberate or inadvertent acts by you, the maker of the data being disclosed.

3. Limited License Provisions

Fann Direct hereby grants you a non-exclusive, non-transferable, limited, revocable, worldwide right to use the Software during the License Term, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. The use of the Software by you or your company is explicitly limited to the number and type of licenses you purchase. You shall further review your purchase agreement for any additional rights and limitations thereof pertaining specifically to individual components or bundles of components comprising the Software. All rights not expressly granted to you are reserved by Fann Direct, its successors and its licensors. You may not access or obtain the Software for purposes of monitoring its availability, performance or functionality, or for any other benchmarking, reverse engineering, or other competitive purposes. The purchase or grant of a license to you by Fann Direct shall not contain the right to license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available the Software to any third party. The intellectual property that is comprised of the technology behind the Software, all contents, screens and module interrelation, are the sole and exclusive property of Fann Direct, and the license(s) being granted to you by Fann Direct specifically excludes transfer or waiver, whether explicit and implied, of any intellectual property or associated right to any component or subcomponent of Software Content in any way. Included in the property right reserved in Fann Direct and not granted to any other party is the right to modify or make derivative works based upon the Fann Direct technology and/or content. Purchaser of the Software shall specifically be precluded from reverse engineering or building a product competitive to the Software, reusing any panels, screens, tables, charts, graphics found in the Software. The Software cannot be shared with other users, unless said sharing complies with the terms of the license agreement. The license on the Software or service provided by Fann Direct is not assignable or transferable.

4. Responsibilities of License Holder

The Software provides some authentication and ability to create user accounts. You are responsible for all activity occurring under your User accounts. Besides for the terms of the Agreement you shall also abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Software. If your usage of the Software includes access to private data, international transmission or communication, or handling of personal data, you must be aware of and abide by all relevant laws, regulations and treaties in addition to the terms of this agreement. You are responsible for maintaining the confidentiality of your usernames, passwords and accounts. Usernames and passwords may not be shared by more than one individual and may not be transferred from one individual to another. Doing so will expose your organization to the possibility of a data breach and may additionally violate the terms of the software license. Fann Direct will make an effort to provide but cannot guarantee safe passage for reasonable user activities involving Fann Direct. Therefore, all users must be vigilant at all times when making disclosures or handling personal or sensitive data. You may use the Software only for intended purposes and your internal business purposes and may not use the software to create or disseminate harmful or illegal materials including viruses, worms, Trojan horses or other unlawful materials. Fann Direct shall periodically review, updated and correct the Software and services rendered by the Software. It is your responsibility to ensure that updates, if any, are properly installed, deployed or functional. Your ownership of a Fann Direct software license does not entitle you to free upgrades or software support. Upgrades and support shall be subject to the terms of a separate support agreement between you and Fann Direct. You are entirely responsible for all content you enter, render or disseminate to others. Fann Direct is only the provider of the Software, thus you may not impersonate or misrepresent that any user entered content has been authorized by or originated from Fann Direct.

5. Account Information and Data

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NEITHER FANN DIRECT NOR ITS AFFILIATES, LICENSORS, OR AUTHORIZED DISTRIBUTORS SHALL BE LIABLE FOR ANY LOSS OF DATA OR PRIVACY, LOSS OF INCOME, LOSS OF OPPORTUNITY OR PROFITS, COST OF RECOVERY, LOSS ARISING FROM YOUR USE OF THE TOOL OR ANY OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF FANN DIRECT, ITS AFFILIATES, LICENSORS, OR AUTHORIZED DISTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIABILITY OF FANN DIRECT, ITS AFFILIATES, LICENSORS, OR AUTHORIZED DISTRIBUTORS EXCEED $100 IN U.S. CURRENCY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. FANN DIRECT SHALL ALSO NOT BE RESPONSIBLE FOR SOFTWARE CONFLICTS, RESOURCE BOTTLENECKS OR HARDWARE FAILURES THAT WERE DIRECTLY OR INDIRECTLY CAUSED BY THE INSTALLATION, PRESENCE OR USAGE OF THE SOFTWARE. THIS GENERAL WAIVER OF LIABILITY IN CASE OF ERRORS OR FAULTS SHALL APPLY IRRESPECTIVE OF WHETHER THE FAULTS OCCURRED DURING ORDINARY OR FORESEEABLE USE OF THE SOFTWARE.

6. Intellectual Property Ownership


Fann Direct alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Fann Direct Technology, the Fann Direct content, service and any derivatives, suggestions, enhancement requests, feedback, recommendations or other information whether provided by you or any other party relating to the Service. This Agreement is only a conveyance of a license to use a Software and does not convey to you any rights of ownership in or related to the Software, the technology behind the Software or the Intellectual Property Rights owned by Fann Direct LLC. The Fann Direct name, logo, and the product and service names associated with the Software and all default content found in the Software are copyrighted materials and trademarks owned exclusively by Fann Direct LLC.

7. Charges and Payment of Fees

For versions of Fann Direct subject to subscription fees, download fees, or for advertisers or business and commercial users of Fann Direct, you shall pay all applicable fees or charges resulting from your use of the Software. All payments must be made in advance. Payments may be made on a monthly, annual or one-time basis, and amounts owed are payable via automated recurring credit card payment or electronic invoices. All payment obligations cannot be canceled or avoided, and all amounts paid are non-refundable. You must provide Fann Direct LLC with a valid credit card along with a one-time or periodic billing commitment as a condition for using the Software. You hereby represent that you are authorized to provide any credit card you use to sign up for the Service. Fann Direct may review and adjust your billing commitment. Changes to the Software package, edition, version or inclusion of software support, will result in an adjustment to your fees. All fees are coterminous with any preexisting license fees. All ongoing fees will be the then current, generally applicable license fees. Any fee increase that results from changes made in the middle of a billing month will be charged in full on a pro-rated basis for the portion of the billing month following such change. Any fee reduction that results from changes made in the middle of a billing month will not take effect until the next billing month and no partial refunds will be given. Fann Direct reserves the right to modify its fees and or to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are the confidential information of Fann Direct, and you agree not to disclose them to any third party.

8. Billing and Renewal

Fann Direct will automatically renew your subscription as described below and bill your credit card or submit electronic invoices. The renewal charge will be equal to the Service fee in effect during the prior term unless Fann Direct has given you at least 30 days prior written notice of a fee increase. Fann Direct fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to provide Fann Direct with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Fann Direct reserves the right to suspend or terminate your access to the Software in addition to any other legal remedies. All invoices and payments to Fann Direct will be in United States currency. If you believe your invoice is incorrect, you must contact Fann Direct in writing within 30 days of the date of the invoice setting forth details regarding the inaccuracy to be eligible to receive an adjustment or credit.

9. Non-Payment and Suspension

If a fee based payments, licensing or subscription is due but remains unpaid, In addition to any other rights granted to Fann Direct by this Agreement, Fann Direct reserves the right to suspend or terminate this Agreement and your access to the Software if your account becomes delinquent or falls into arrears. Delinquent invoices are subject to interest of 2% per month on any outstanding balance, or the maximum rate permitted by the applicable law, whichever is less, plus all expenses of collection. You will continue to be responsible for all licensing fees for the Software during any period of suspension. If you or Fann Direct initiates termination of this Agreement, you will be obligated to pay all outstanding balance due on your account. You further agree that Fann Direct may charge any unpaid fees to your credit card or otherwise bill you for such unpaid fees. Fann Direct reserves the right to impose a reinstatement fee to restore your account to good standing.

10. Opinion of Software Users


Opinion, observations, comments, reviews, and in general all statements by anyone or any entity, directed against any user or a participant of Fann Direct, reflects only the opinion and belief of the party making such statement and is not condoned, approved, encouraged or defended by Fann Direct. Fann Direct will make a reasonable effort to promote and enforce fair, empathetic and cordial relationship among its usage community. However, Fann Direct does not assume any responsibility and shall not be held responsible for any act, omission, statements or consequence of any statement made by a member of Fann Direct against another member or any other person or legal entity, even if such statement(s) leads to loss of wages, diminution of business activity, economic loss, injury or death. User assumes all risks when participating in Fann Direct and therefore agrees not to hold Fann Direct responsible for any claim or loss resulting from such usage.

11. Age for Using Fann Direct


USERS MUST BE AT 18 YEARS OF AGE OR OLDER TO USE OR PARTICIPATE IN FANN DIRECT SOFTWARE. Unauthorized or underage usage shall result in immediate termination of services by Fann Direct without a refund for fees already paid.

12. Term & Termination

This Agreement commences on the date you agree to the Agreement and enter into a fee arrangement with Fann Direct. The start date shall include any promotional free period of usage, if any. You will have an opportunity to elect a period of usage or Initial Term. This Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term. Any breach of your payment obligations or unauthorized use of the Software or Fann Direct technology will be deemed a material breach of this Agreement. Without limiting its ability to pursue other remedies, Fann Direct, in its sole discretion, may suspend or revoke your license or terminate software access.

13. Mutual Indemnification

You shall indemnify and hold Fann Direct, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging improper use of the private or confidential data that has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; (iii) a claim arising from the breach by you or your Users of this Agreement; or (iv) any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you. Parties further agree to mutual indemnification in the event that usage or sale of Software violates a property right, law or treaty.

14. Disclaimer of Warranties

FANN DIRECT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SOFTWARE OR DATA CONTAINED WITHIN THE SOFTWARE OR OTHERWISE ANY CONTENT. FANN DIRECT AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SOFTWARE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, (E) THAT ERRORS OR DEFECTS WILL BE CORRECTED TIMELY, IF AT ALL OR (F) THE SOFTWARE OR THE SERVER(S) (if subscription based) WILL BE CONTINUOUSLY AVAILABLE AND WILL BE SUBSTANTIALLY FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SOFTWARE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE EXTENT PERMITTED BY APPLICABLE LAW.

15. Limitation on Liability

IN NO EVENT SHALL FANN DIRECTS’ AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU OVER A TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SOFTWARE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE OF THE SOFTWARE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SOFTWARE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE.

16. Limitation on Disclaimers

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

17. Compliance with Laws and Regulations

The Software provides services and uses that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of other applicable countries. You acknowledge and agree that the Software shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise
exported or re-exported to countries as to which the United States or any other applicable country maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Furthermore, you agree to strictly adhere and comply with all U.S. and other applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. The Software may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Fann Direct makes no representation that the Service is appropriate or available for use in other locations. If you use the Software outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation, export and import regulations of other countries.

18. Notice

All notices between parties to this Agreement shall be in writing and shall allow no less then one week to disseminate and comply with such notice.

19. Modification to Terms

Fann Direct reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Sotware at any time. You are responsible for regularly reviewing this Agreement. Continued use of the Software after any such changes shall constitute your consent to such changes.

20. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of Fann Direct but may be assigned without your consent by Fann Direct to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

21. Free Trials

In the event that you are being provided with a free trial under this Agreement, all provisions of this Agreement pertaining to warranties, indemnification, by Fann Direct, or payment obligations and similar shall not apply. In addition, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. Furthermore, Fann Direct may terminate a free trial at any time and for any reason.

22. General

This Agreement shall be governed by New Jersey law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in or near Ocean County, New Jersey. In an event of a conflict between this Agreement and another writing governing a transaction, the terms of this Agreement shall control, and under no circumstances may another written statement, agreement or writing be considered to change, undermine or negate any provision of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Fann Direct as a result of this Agreement. The failure of Fann Direct to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Fann Direct in writing. This Agreement, together with any applicable Order Confirmation and Licensing Agreement, if separated, comprises the entire agreement between you and Fann Direct and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

24. Questions or Additional Information


If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to: