Terms of Service and Conditions for use of INSPIRE
 

1. Fulfillment WMS grants a limited, non-exclusive, non-transferable license to use the Software as a Service in production after execution of this agreement and initial payment of subscription.
    

2. Both the customer and Fulfillment WMS agree to keep each other’s information confidential. Confidential information includes data and terms of this agreement.
    

3. Fulfillment WMS does not provide any refunds.
   ​

4. Customer may stop using INSPIRE at any time and cancel the subscription.  If a customer’s account is more than 30 days past due, this will be interpreted as a cancellation of the subscription by the customer and INSPIRE WMS will be shut down without written notice and will not be available for use.  Customer will not have access to data or documents once the system has been shut down and the subscription has been canceled.
    

5. Fulfillment WMS has the right to cancel the subscription and shutdown INSPIRE with 30 days written notice if the customer's account is more than 29 days past due.
    

6. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by Fulfillment WMS.
    

7. A breach or violation of any term in these Terms of Service, as determined in the sole discretion of Fulfillment WMS, may result in an immediate termination of Your Services.
    

8. Use of INSPIRE and any Professional Services provided is at the customer’s own risk.  It is critical that the customer thoroughly tests everything prior to use in production.  Fulfillment WMS will not accept any liability.
    

9. The customer owns the data.  The customer may export their data at any time using the tools provided within INSPIRE.  Once the INSPIRE has been shutdown, the customer will no longer have access to their data.  Certain data fields, such as passwords, will not be exported.  It is the customer’s responsibility to secure their data and follow all federal and international laws regarding data privacy.
    

10. Fulfillment WMS does not sell software and does not provide source code.  Fulfillment WMS only provides INSPIRE as a Software as a Service solution.  Fulfillment WMS owns any and all of the intellectual property provided as solutions by Fulfillment WMS.
     

11. Payments for the services provided by Fulfillment WMS may be made by check, credit card, wire transfer or ACH depending on the license selected.  Any credit card information that is shared by You with Fulfillment WMS is encrypted by Fulfillment WMS’ respective third party payment processors.
     

12. Customer agrees to defend, indemnify, and hold harmless Fulfillment WMS and its employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt and expenses (including without limitation attorneys' fees).
     

13. Customer agrees that the governing law of this agreement shall be the United States of America and the state of Michigan.  Exclusive jurisdiction and venue of the courts located in the city of Grand Rapids, Michigan.
     

14. If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties' original intent. The remainder of the Agreement will remain in full force and effect. Any failure on the part of Software to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Fulfillment WMS’ rights under this Agreement will survive any termination of this Agreement.
     

15. Customer must provide an internet connection appropriate for the usage of INSPIRE.  Customer will provide the hardware, including computers, tablets, barcode scanners and printers, scales and infrastructure required to correctly use INSPIRE.
     

16. INSPIRE supports multiple languages.  All error messages will be provided in English only.
     

17. Fulfillment WMS provides help desk support Monday - Friday from 7am EST to 6pm PST included with this agreement.  Extended days and hours of support may also be provided for additional cost and with an additional agreement.  Holidays excluded.
     

18. A Service Level Agreement (SLA) is available for an additional cost and with an additional agreement.
     

19. Fulfillment WMS reserves the right to temporarily suspend services for system maintenance.  Fulfillment WMS will make a best effort to minimize down time and to perform maintenance so that it doesn’t disrupt normal operations.
     

20. You acknowledge and agree that Fulfillment WMS may amend these Terms and Conditions at any time by posting the relevant amended and restated Terms and Conditions on Fulfillment WMS’ website and such amended Terms and Conditions shall become effective thirty (30) days after posting.  Your continued use of the Services following the thirty (30) day period described above, constitutes Your agreement to, and acceptance of, the amended Terms of Services.
     

21. You acknowledge that Fulfillment WMS may use your company name and logo within marketing materials, including Fulfillment WMS’ website.
     

22. Your subscription service and other services belong to and are the property of Fulfillment WMS.  Fulfillment WMS retains all property rights.  In addition you acknowledge that “INSPIRE WMS” and “INSPIRE your warehouse™” are trademarks of Fulfillment WMS and that INSPIRE and all Professional Services provided are solely the intellectual property of Fulfillment WMS.
     

23. You acknowledge that you will not solicit any employees or contractors associated with Fulfillment WMS until the date 6 months after the employee or contractor has terminated working at Fulfillment WMS.  
     

24. You acknowledge that by signing this agreement, your company has given you authority to enter into this agreement and the Terms and Conditions shall be binding to the company.
     

25. You acknowledge that, subject to the subscription agreement options selected, your company and associated contractors will ONLY use REST API end points that include “api/pub” or "auth/pub" in the end point path if this option was included in the executed subscription agreement options that were selected and paid.  If this option was not included in the subscription agreement, your company will not use ANY REST API end points.
     

26. IN NO EVENT SHALL FULFILLMENT WMS (COMPANY AND EMPLOYEES) OR ITS SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS OF SERVICE (HOWEVER ARISING, INCLUDING NEGLIGENCE).EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR INDEMNITY OBLIGATIONS, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THE AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL AMOUNTS ACTUALLY PAID FOR THE SERVICES IN THE ONE (1) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​