We put this FAQ together to assist your team in your review of your proposed agreement with Firstup. We would appreciate it if you would share this FAQ with the team who will be reviewing the Firstup agreement, including your legal team. We know legal teams have a lot on their plate and don’t always get a lot of context before being asked to review contracts, so we want to highlight some critical information regarding the nature of Firstup’s services. Hopefully, this FAQ will reduce the amount of time spent on legal review and will help get you up and running on Firstup as soon as you are ready. This FAQ is provided for informational purposes only and does not form part of your contract with Firstup.
What service is Firstup providing?
At its core, Firstup provides a workforce software as a service (“SaaS”) communications platform that can be used (1) by your internal comms team to communicate internally with your employees/contractors such as, for example, to inform everyone that the open enrollment period is coming up, and/or (2) as an employee advocacy platform that assists your employees with sharing your company’s messaging via social media. The Firstup platform is “off-the-shelf,” meaning, the platform is not customized for any individual client, but is configured to meet our clients’ needs. This means that “acceptance testing” is not applicable to Firstup’s platform. As a SaaS provider, Firstup does not create intellectual property (including any work-made-for-hire) for or on behalf of its clients. Firstup’s clients retain all intellectual property rights in their own content and materials, and Firstup retains ownership of its SaaS platform and related services.
Why use Firstup’s agreement, and will Firstup consider our terms?
Firstup strives to make the contracting process as easy for our clients as possible. With this in mind, Firstup has drafted our agreement to contemplate the nuances of our services while also meeting or exceeding the best practices of other SaaS companies and addressing common client concerns, including those relating to security and privacy. Since our platform is a multi-tenant environment, we cannot accommodate deviations from our standard business model or the subscription service offerings. As a result, Firstup will not accept client-provided agreements given that such terms (1) would not align with Firstup’s standard practices, (2) only serve to unnecessarily prolong negotiations wasting valuable time and resources as the parties will end up with something very similar to Firstup’s standard terms; and (3) introduce unnecessary friction into the overall contracting process.
What are Multi-Tenant Cloud Services?
Firstup’s platform and services are “multi-tenant,” meaning the platform is a single software application accessed by multiple clients (or “tenants”) simultaneously, while separating each client’s environment (and data) from those of other clients. Our services are “cloud” services because they are software applications accessed from a web browser (aka “the cloud”). As a cloud-based service, Firstup does not directly access our client’s computer systems or physical premises.
What is not provided directly by Firstup?
Firstup provides “Integrations” with certain “Third Party Products” such as SSO. Third Party Products are most often licensed directly by the client from the licensor and subject to the terms and conditions of the third parties who provide those products/services.
Why are there multiple links to different terms and conditions on my order form?
Firstup’s agreement is set up in connected modules. The General Terms apply to all services performed by Firstup. Individual Product Attachments (such as the Platform Product Attachment) address the specific product/service that you are purchasing/licensing.
How is the agreement structured?
The Order Form, General Terms, Platform Product Attachment, and Professional Services Attachment(s) work together to set out the terms and conditions governing Firstup’s products and services, as illustrated below.
Does Firstup offer termination for convenience?
Firstup does not offer termination for convenience. Firstup makes an investment in each client, and this investment is not recouped for at least 18-24 months. As a result, our pricing is based on a firm commitment from the client for the duration of the Order Form.
What type of personal information is processed by Firstup?
The only personal information required to be provided to Firstup for you to use our platform is business card information of your employees (e.g., name and work email address). Our platform is not intended for the processing of any sensitive personal information (including, medical or financial information). Your communications team may decide to share additional information with us such as job title, day and month of birth, etc. but these are not required by Firstup.
Where can I learn more about Firstup’s data security practices?
A description of Firstup’s data security practices can be found here. Firstup undertakes an annual SOC2 audit, the results of which can be provided to our clients and prospects (subject to appropriate confidentiality obligations). Further, Firstup’s platform meets ISO 27001 standards. Firstup’s commitment to protecting your organization is also addressed in the agreement, including the Data Processing Addendum. As Firstup’s platform is multi-tenant (as described above), Firstup cannot adjust its data security practices or amend the Data Processing Addendum to meet any one specific client’s needs.
Where can I learn more about the reliability of Firstup’s platform?
Firstup monitors and reports the platform’s performance and scheduled maintenance for the Firstup platform here. Firstup commits to maintaining uptime reliability in its service level agreement (“SLA”) that’s included in the agreement. Again, As Firstup’s platform is multi-tenant (as described above), Firstup cannot adjust its SLA to meet any one specific client’s needs. Firstup uses the same SLA for all its clients.
How do we get our data back when the subscription ends?
Firstup’s clients can access or download their data anytime during the term of the subscriptions and for a period of 30 days following the end of the subscription.
How does Firstup address liability under the agreement?
Firstup understands that every client is concerned about liability when contracting with cloud service providers. To help address those concerns, Firstup offers uncapped liability for intellectual property indemnification, gross negligence, and willful misconduct as further described in the agreement. As is standard in the industry, to ensure that Firstup can offer its services at competitive prices, other damages are subject to an industry-standard limitation of liability, except that breaches of data security and confidentiality are subject to an above-industry standard secondary cap on liability.
What insurance does Firstup carry?
Firstup maintains above industry standard insurance coverages with insurance carriers having an A.M. Best rating of A- or better. Specific coverage is detailed in the agreement. Upon written request, Firstup will provide a certificate of insurance evidencing its insurance coverages.