Terms of Service
Last revised: September 21, 2022
As used in these Terms of Service, “you” and “Customer” refer to you as our customer personally, and/or the company or other entity who is our customer, who is or will be using our services. The terms “we” and “our” refer to Formsort.
Formsort Services are subject to different tiers of plans (“Formsort Plans”), which include:
- A restricted self-serve free plan (the “Free Plan”);
- A monthly or annual self-serve subscription plan subject to a fixed fee, the amount of which may change from time to time as listed on the Pricing page [https://formsort.com/pricing] (the “Pro Plan”); and
- A customized subscription tailored to a Customer’s specific needs, which requires contacting a Formsort representative (the “Customized Plan”.)
The Services are subject to modification from time to time at Formsort’s sole discretion, for any purpose deemed appropriate by Formsort. Formsort will use reasonable efforts to give Customer prior written notice of any such modification.
Except for the Free Plan, your right to use the Services depends on your timely payment of the required fees. You agree to use the Services only as permitted in these Terms of Service.
You accept and assume sole responsibility for your use of the Services.
You may not share your log-in info/credentials with any other person or entity.
You may not access the Services through automated methods, such as the use of robots or other computer code which calls the Services, except where we have given you express written permission.
Formsort will undertake commercially reasonable efforts to make the Services available 99.9% of the time. Notwithstanding the foregoing, Formsort reserves the right to suspend Customer’s and/or its clients’ (“Client” or “Clients”) access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of these Terms of Service, including failure to pay any amounts due to Formsort.
You agree that you will at all times use the Services consistent with all applicable laws and regulations, not violating any law, legal right or protection, regulation, legal prohibition, privacy right, or intellectual property right.
This includes but is not limited to laws and regulations pertaining to email solicitation, spam, financial and monetary schemes, phishing, computer fraud, computer crimes, unauthorized collection or use of data of any kind including but not limited to data that is protected by law, fraud, deception, invasion of privacy, defamation, discrimination, harassment, terrorism, and the like.
You may not, and may not permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services (“Software”) (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Services or Software; use the Services or Software for timesharing or service bureau purposes or for any purpose other than for the internal benefit of clients.
You may not use Formsort Services to collect, use, or disclose personal information protected from any of these activities under privacy laws. You further agree to not use the service to collect, use, or disclose credit card information or any type of login credentials. You are solely responsible for compliance with any data protection and privacy laws and rules applicable to the sensitive information.
You agree that Formsort may temporarily or permanently disable your access to the services if we have a good faith belief that you have used the services in violation of law or of any person’s legal rights.
You may not use the Services in connection with any website or platform that contains any form of misleading, fraudulent, defamatory, obscene, violent, illegal, harassing, hateful, or pornographic content. You agree that Formsort has sole discretion to make the determination as to whether such content is present.
You and your agents hereby forever release Formsort from any and all responsibility for any and all wrongs and violations committed by you relating to your use of the Services.
As between Formsort and you, you accept and have sole responsibility for and ownership of the Data that is posted to your account. “Data” as used in these Terms of Service refers to information and data submitted by third parties on/in forms used by you as part of the Services, of whatever nature, including but is not limited to text, characters, numbers, visual content, audio content, software, music, sound, photographs, graphics, messages, tags, and the like. Neither your personal data nor your confidential information is “Data” for purposes of these Terms.
You agree that we have the right to immediately suspend your use of the Services without prior notice and without any obligation or refund of fees you have paid us if you violate any provision of this section.
Each user must provide a valid email address and any other information requested in order to fully complete the signup process and create a login. You may only create a separate login for as many users as your current Formsort Plan allows. The sharing of your login credentials is strictly prohibited. You are responsible for maintaining the security of each user’s account, username and password and for ensuring that each user associated with your Formsort Account complies with these Terms of Service.
Formsort is not liable for any loss or damage from your (or your users’) failure to comply with these Terms. You are solely responsible for all Data posted to your account, whether or not you personally posted the Data.
Payments. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, except for sales taxes as we may be required to add under local law. You shall be responsible for payment of all such taxes, levies, and duties, including any sale or value-added taxes and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with your use of the Services. In the case of any withholding requirements, you will pay any required withholding itself and will not reduce the amount paid to Formsort on account thereof.
Notwithstanding anything to the contrary in these Terms of Service, any Fees (prepaid or otherwise) received in connection with these Terms of Service from the Customer to Formsort are non-refundable.
Overage. If your use of the Services exceeds the scope of the subscription set out on the [subscription page], you will be invoiced at the end of each calendar month for the excess usage, at the rate set forth on the [pricing page] (https://formsort.com/pricing)]. You agree to pay the additional fees without any right of set-off or deduction, which may be added to the next period’s subscription fee. To the extent applicable, you will pay Formsort for additional services, such as integration fees or other consulting fees.
Finance charge. Unpaid Fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. Notwithstanding anything to the contrary, in addition to any other remedy available, Formsort may restrict or suspend your access to the Services without warning if payment is not made when due.
Automatic Renewal. Paid accounts are subscriptions. This means that you will be billed in advance on a recurring, periodic basis. Your Formsort subscription will automatically renew at the end of each billing cycle until you cancel your Formsort subscription by [downgrading to the Free Plan on the [subscription page]. You can also cancel your subscription by submitting a request to the support team (firstname.lastname@example.org). If you upgrade, you will automatically switch to the upgraded subscription. If you downgrade, your account will remain at your current plan through the end of your current billing cycle.
Credit card details. If you have elected to pay the fees for a Formsort subscription by credit card, you warrant that the credit card information you provide is correct and that you will promptly notify us of any changes to such credit card information. You agree that if your credit card payment cannot be processed for any reason, Formsort may suspend or cancel your subscription.
Downgrades. Downgrading your Formsort account plan may cause the loss of features or capacity of your account. To the extent permitted by applicable law, Formsort does not accept any liability for such losses. Downgrading your subscription will not cause you to lose your forms or your data.
Cancellation. Pro Plan and Customized Plan are subscriptions that auto-renew by default. You can cancel auto-renew at any time to cancel your subscription. To cancel your Formsort subscription at any time, go to the billing section of your account, and downgrade your account to the Free Plan. You can delete your account entirely by submitting a request to the support team (email@example.com). Cancelling auto-renew prevents your payment method from being charged at your next billing date, or if you pay by invoice, prevents your next invoice from being issued. Your current subscription (the time you already paid for) is not affected, so you will continue to be able to access and benefit from paid features until the plan downgrades on your next billing date.
You acknowledge and agree that the Services operate on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). Formsort is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. You are solely responsible for procuring any and all rights necessary for you and your Clients to access Third Party Services and for complying with any applicable terms or conditions thereof. Formsort does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between you and a third party provider is solely between you and such third party provider and is governed by such third party’s terms and conditions.
Except as expressly set forth herein, Formsort alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Services or the Software, as well as any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service and/or the Software, which are hereby assigned to Formsort. You will not, and will not permit any third party to, copy, distribute, reproduce or use any of the foregoing except as expressly permitted under these Terms of Service. You are hereby granted a non-exclusive, nontransferable, revocable right to use the Data provided by Formsort for your internal analysis purposes only.
Formsort shall indemnify you from liability to unaffiliated third parties resulting from infringement by the Services of any United States patent or any copyright or misappropriation of any trade secret, provided Formsort is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Formsort will not be responsible for any settlement it does not approve. The foregoing obligations do not apply with respect to portions or components of the Services (i) not created by Formsort, (ii) resulting in whole or in part in accordance from Customer specifications, (iii) that are modified after delivery by Formsort, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of is not strictly in accordance with these Terms of Service and all related documentation. You will indemnify Formsort from all damages, costs, settlements, attorneys' fees and expenses related to any claim of infringement or misappropriation excluded from Formsort's indemnity obligation by the preceding sentence.
Formsort does not claim ownership of any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials you use, gather, submit, or make available to others through the use of the Services (“Forms and Submissions”). As between Formsort and you, you own all rights to your Forms and Submissions.
Formsort will be provided and process certain Data only to perform its obligations under this Terms of Service. You hereby authorize us to access, use and display Data for the purpose of and to the extent necessary to provide the Services to you, to protect the Data, and to protect our online or computer resources from unlawful cyberattacks. We will not modify any Data, copy Data onto any media, disassemble, decompile or reverse engineer all or any part of the Data, or use, duplicate, transfer, sell, distribute or otherwise disclose the Data to any other party, except where you choose to transfer the data to third party providers, such as setting data destinations (e.g. Amazon web services).
You hereby represent and warrant that you do have and retain all right, title and interest (including, without limitation, sole ownership of) all Data provided to Formsort and all rights with respect to that Data. If Formsort receives any notice or claim that any Data, or activities hereunder with respect to any Data, may infringe or violate rights of a third party or any laws or regulations, Formsort may, but is not required to, suspend or terminate Services. Notwithstanding anything to the contrary, you acknowledge and agree that Formsort may (i) use and modify Data for the purposes of (A) providing the Services, (B) testing, improving and operating Formsort’s products and services, and (C) generating Aggregated Anonymous Data (as defined below), and (ii) freely retain, use and make available Aggregated Anonymous Data for Formsort’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Formsort’s products and services). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by Formsort in connection with your use of the Services, but only in aggregate, anonymized form which can in no way be linked specifically to you or any of your clients.
Free Plan Customers will use Formsort’s then-current names, marks, logos, and other identifiers for the Services (“Trademarks”) and Formsort designated intellectual property related notices in and for the Services and user’s advertising and promotional materials for such Services, provided that Customer will: (a) only use Trademarks in the form and manner, and in accordance with the quality standards and usage guidelines that Formsort specifically prescribes and only in connection with the Services; and (b) upon termination of these Terms of Service for any reason, immediately cease all use of the Trademarks. Any Customer using the Services for a fee will not be required to display Formsort’s Trademarks when using the Services; however, if such paying Customer chooses to use Formsort’s Trademarks for any reason, such Customer must comply with the Trademark requirements in the foregoing sentence.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).
The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (i) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of these Terms of Service, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in these Terms of Service will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, Formsort may collect data with respect to and report on the aggregate response rate and other aggregate measures of the Services’ performance.
Customer acknowledges that Formsort does not wish to receive any Proprietary Information from Customer that is not necessary for Formsort to perform its obligations under these Terms of Service, and, unless the parties specifically agree otherwise, Formsort may reasonably presume that any unrelated information received from Customer is not confidential or Proprietary Information.
You agree that you will defend Formsort against claims or proceedings alleging that Data or our transmission or hosting thereof infringes or violates the rights of a third party or violates data privacy or protection laws, and you agree to indemnify Formsort against damages and costs (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction or in a settlement of the claim approved in writing by you.
Although Formsort has no obligation to monitor the content provided by Customer or its Clients or Customer’s or its Clients’ use of the Services, Formsort may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of these Terms of Service or any law or regulation or right of any third party.
THE SERVICES AND FORMSORT PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS TERMS OF SERVICE ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. FORMSORT (AND ITS AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS) HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
IN NO EVENT WILL FORMSORT (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS TERMS OF SERVICE, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS TERMS OF SERVICE OR OTHERWISE ARISING FROM THIS TERMS OF SERVICE, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF FORMSORT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF FORMSORT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE LESSER OF (i) TEN THOUSAND DOLLARS, OR (ii) THE FEES PAID TO FORMSORT HEREUNDER IN THE THREE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Notwithstanding anything else, Customer may not knowingly provide to any person or export or re-export or allow the export or re-export of the Services or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing Customer acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States 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. Use of the Service is representation and warranty that the user is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations. As defined in FAR section 2.101, any software or documentation provided by Formsort are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Terms of Service and will be prohibited except to the extent expressly permitted by the terms of this Terms of Service.
The terms “personal information,” “service provider,” “sale,” and “sell” are as defined applicable data privacy laws, rules, and regulations, including without limitation the California Consumer Privacy Act (“CCPA”) (collectively, “Data Privacy Laws”). The parties acknowledge and agree that Formsort is a “service provider” for the purposes of applicable Data Privacy Laws. Service Provider agrees that Services Provider shall not (a) retain, use or disclose any personal information provided by Customer except as necessary to perform the services as set forth in the Terms of Service or as otherwise permitted by applicable Data Privacy Laws or (b) sell any such personal information.
Neither party will be held responsible or incur any liability for any delay in or inability to perform of any part of these Terms of Service to the extent that such delay or inability results from causes beyond its control, including fire, flood, explosion, lightning, cable cut, power, equipment or telecommunication outage, civil commotion, malicious damage, storm, tempest, natural disasters, epidemic or pandemic, acts or omissions of communications carriers, supplier failure, breach or delay, act or requirement of government or other regulatory authority, war, labor dispute, embargo, civil or military authority, acts or omissions of persons or bodies for whom such Party is not responsible, or other similar types of situations (each, a “Force Majeure Event”).
If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. This Terms of Service is not assignable, transferable or sublicensable by Customer except with Formsort’s prior written consent. Formsort may transfer and assign any of its rights and obligations under these Terms of Service with written notice to the Customer. Both Formsort and Customer agree that this Terms of Service is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Terms of Service, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Terms of Service and Customer does not have any authority of any kind to bind Formsort in any respect whatsoever. In any action or proceeding to enforce rights under this Terms of Service, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered; and when receipt is electronically confirmed, if transmitted by e-mail. Formsort will not be liable for any loss resulting from a cause over which it does not have direct control. This Terms of Service will be governed by the laws of the State of New York, U.S.A. without regard to its conflict of laws provisions. The federal and state courts sitting in New York County, New York, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Terms of Service. Customer agrees to participate in press announcements or other forms reasonably requested by Formsort. Formsort is permitted to disclose that Customer is one of its customers to any third-party at its sole discretion. Formsort may showcase Customer’s flows in a gallery on its website. All sections of this Terms of Service which by their nature should survive termination will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.