TERMS OF SERVICE (Updated as of January 25, 2018)
Welcome to www.flowz.com (the Website) brought to you by Flowz Digital, LLC Limited, a company incorporated in Delaware, USA. (Flowz Digital, LLC, We, Us, Our).
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THE TERMS AND CONDITIONS) CAREFULLY BEFORE REGISTERING TO USE THE WEBSITE OR BEFORE PURCHASING ANY OF OUR SERVICES AND/OR APPLICATIONS OFFERED FOR SUBSCRIPTION FROM TIME TO TIME ON THE WEBSITE (Flowz Digital, LLC Services, APP or APPS). THE WEBSITE, ANY SERVICES OFFERED BY Flowz Digital, LLC AND THE Flowz Digital, LLC APPS ARE TOGETHER REFERRED TO IN THESE TERMS AND CONDITIONS AS THE SERVICES.
By accessing and using this website (the “Site”), you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions of Use between Flowz Digital, LLC and you, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.
BY SIGNING UP FOR AND/OR ACCESSING OR USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. FURTHER, YOU WARRANT THAT YOU: (i) ARE 18 YEARS OF AGE OR OLDER; (ii) ARE LEGALLY CAPABLE OF ENTERING INTO BINDING CONTRACTS; AND (iii) HAVE READ, UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT USE THE SERVICES.
Flowz Digital, LLC is constantly innovating in order to provide the best possible experience for its users. We may from time to time vary the form and nature of the Services and/or Apps which we provide and these Terms and Conditions. Examples of changes to the form and nature of the Services and/or Apps include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements or the withdrawal of functionality or Services and/or Apps. Please check back here regularly to ensure that you are aware of the latest version of these Terms and Conditions. Your use of the Services will be subject to the version of the Terms and Conditions posted on the Website at the time of such use. You acknowledge and agree that these may change from time to time without prior notice to you. Changes to the form and nature of the Services will be effective with respect to all versions of the Services.
Flowz Offers Its’ Services & Apps on a Subscription Basis
Flowz Digital, LLC is designed for all businesses. We offer most services and/or apps on a subscription basis. If Flowz Digital, LLC finds that any specific subscribers abuse our model by sharing accounts/logins or are abusing our service and/or apps s or our representatives in any way, we reserve the right to cancel your account.
If you would like to get in touch with us or have a complaint about the Services or anything contained on the Website, please contact us using the following details:
Flowz Digital, LLC , 409 N. Pacific Coast Hwy, Ste 583, Redondo Beach, California 90277, USA
1.1 These Terms and Conditions, and any other terms and policies referred to in these Terms and Conditions, (Terms) form the Agreement between Flowz Digital, LLC (referred to as “Flowz”, “we” or “us”) and the user (referred to as “Customer” or “you”), collectively referred to as the Parties or each a Party.
1.2 Flowz owns the cloud-based “SAAS” Software which is accessible at https://www.flowz.com (Site).
1.3 The Customer wishes to use the Services.
1.4 If the processing of any of your users’ or employees’ data (“Company Personal Data”) is governed by the General Data Protection Regulation 2016/679 (“GDPR”), the additional terms in our Data Processing Schedule (“DPS”) apply. It is your responsibility to determine whether the GDPR applies to you. You must request the DPS from us if the GDPR applies to you, and we will supply you with the DPS.
1.5 You acknowledge and agree that in collecting, holding and processing Company Personal Data through the Services, we act as the data processor for the purposes of the GDPR. If the GDPR applies, the additional terms in the DPS also form part of these Terms and you must request and execute the DPS with us. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process Company Personal Data in accordance with these Terms and, if applicable, the DPS.
1.6 This Agreement sets out the terms upon which Flowz has agreed to grant the Customer a right to use the Services. This Agreement is binding on any use of the Services and takes effect on the earliest of you:
- when, upon clicking a box to create an account (“Account”), being presented with a link to this Agreement;
- using of the Services, (“Effective Date”).
1.7 By accessing and/or using the Services you:
- warrant to us that you have the legal capacity to enter into a legally binding agreement with us;
- agree to use the Services in accordance with this Agreement and
- warrant that you have all hardware, software and services, which are necessary to access the Services.
2.1 On or from the Effective Date and during the Term, Flowz agrees to provide the Services in accordance with the terms of this Agreement.
2.2 The Customer agrees Flowz owns or holds the applicable licences to all Intellectual Property Rights including but not limited to copyright in the Software and SaaS Services.
2.3 The Parties agree that Flowz:
- will supply the Services on a non-exclusive basis;
- may use third party products or services as a part of the Services;
- does not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers; and
- is not liable for any failure in, fault with or degradation of the Services if that failure, fault or degradation is attributable to or caused by any failure of the Customer Environment or the facilities or services of any third party.
2.4 Flowz reserves the right to refuse any request in relation to the Services that it deems inappropriate, unreasonable or illegal.
2.5 Flowz reserves the right at any time and from time to time to temporarily modify or disable the Service (or any part thereof) without notice, including for maintenance and Service modification or improvement purposes.
2.6 Once you have registered, it is your responsibility to keep your username and password secret. We will be entitled to assume that any person logging in using your username and password is either you or someone doing so with your permission. You will be responsible and liable for any actions of any person logging into the Website using your username and password. You should notify us immediately if you suspect that anyone else knows your username and password or that anyone has logged in as you.
2.7 We may at any time and for any reason refuse to accept a registration from any person.
3.1 In consideration for payment of the Fees, Flowz grants to the Customer a non-exclusive, non-transferable (except as otherwise permitted under this Agreement), personal, revocable, licence to access and use the SaaS Services in accordance with Flowz’ intended purpose for the SaaS Services (Licence).
3.2 The Customer agrees that the Licence:
- commences from the Effective Date or the day the Customer is granted access to the SaaS Services by Flowz, whichever occurs first;
- permits the Customer to use the SaaS Services in accordance with the SaaS Services’ normal operating procedures; and
- permits the Customer to access and use the SaaS Services in accordance with the number and type of Authorised Users, as applicable.
3.3 If the number of Authorised Users is exceeded, Flowz may charge a Fee for each Additional Authorised User as specified on the Site.
3.4 Flowz Digital, LLC Services and/or Apps/Software which are subject to payment of a subscription fee(s) are identified on the Website and the subscription fee(s) payable and payment tiers available are specified in each case. By selecting a fee-based Flowz Digital, LLC Services and/or Apps you commit to payment of the associated fee(s).
3.5 Fees are charged on a subscription basis for a monthly period from the date you first subscribe for a Flowz Digital, LLC App and for rolling monthly periods thereafter. We may also offer Services and/or Apps/Software on an annual subscription or usage basis. We may in our sole discretion offer the option of an annual subscription fee payable in advance which may attract a discount on our monthly fees. Any subscription which is not paid for when payment is due may lead to the Services being suspended by Flowz Digital, LLC.
3.6 Subscriptions for any Flowz Digital, LLC Services and/or Apps may be terminated by you through the Flowz Digital, LLC website. Any subscription terminated will continue to be available to you for any period for which you have already paid the fee following notice of termination. No refunds of pre-paid fees will be made once a Flowz Digital, LLC Services and/or Apps has been made available to you to use unless the Flowz Digital, LLC Services and/or Apps is withdrawn by Flowz Digital, LLC other than as a result of any breach of these terms and conditions by you, in which case the maximum liability of Flowz Digital, LLC will be to refund a pro-rata part of the pre-paid subscription fee representing the period during which the Flowz Digital, LLC Services and/or Apps is not available.
3.7 You are responsible for the management of access to your account by others. Flowz Digital, LLC is entitled to treat any order placed for a Flowz Digital, LLC Services and/or Apps using your login credentials as having been duly authorized by you.
4.1 The Customer must pay Flowz:
- the Fee(s); and
4.2 Customer is responsible for reviewing the pricing schedule, features, and limits associated with its Plan available on the Site.
4.3 The Service Fee is billed in advance in accordance with the Customer’s applicable Plan cycle based on the number of Authorised Users in the month before the commencement of the next Plan billing cycle and is non-refundable, with any additional charges billed in arrears (at the end of the Plan cycle). Payments are due for any Plan cycle on the same date of the month, or the closest date of the month in that Plan cycle, to the day Customer signed up for the Services and made its first payment.
4.4 We may contact Customer to warn Customer that it have exceeded the included features or other limits of its current Plan.
4.5 If you downgrade your Account to a Plan with a lower features or Authorised User tier during a Plan cycle we will not provide a refund or partial credit to the Account. There will be no refunds or credits for an incomplete Plan cycle, Plan downgrade, or for unused Accounts. Downgrading your Account Plan may result in the loss of content, features, or capacity of Customer’s account. We not accept any liability for any losses or damages that may arise in such cases.
4.6 We may offer you a free or reduced priced plan Account for a trial period with limited features designed to allow you to evaluate the Service and make sure it is right for you before signing up for a paid Plan. Any trial period can change at anytime without notice. We have the right to terminate any trial accounts if it is found to be misusing our service.
4.7 For any upgrade or downgrade in Plan level, you will be immediately charged the new Fee.
4.8 We reserve the right to send delinquent Accounts to a collection agency if they are not paid within three months.
4.9 The Fees are subject to change upon notice from us to you and will apply to the next Plan billing cycle. Such notice may be provided at any time by posting the changes on our Site, via email, phone call or via a notification within SaaS platform. If Customer does not agree to the Fee change, it may terminate this Agreement.
4.10 If any payment has not been made in accordance with this Agreement, Flowz may (at its absolute discretion):
- immediately cease providing the Services, and recover as a debt due and immediately payable from the Customer its Additional Costs of doing so;
- engage debt collection services and/or commence legal proceedings in relation to any such amounts; and/or
report the Customer to any independent credit data agencies.
4.11 Should you cancel your subscription with Flowz Digital, you will continue to have access to the Flowz Digital, LLC services through the end of your paid billing term. Flowz Digital, LLC may change its fees from time to time by posting the changes on the Site, but with no advance notice required for temporary promotions or reductions in fees.
5. ACCESS TO AND USE OF OUR WEBSITE
The Customer acknowledges and agrees that this Agreement incorporates by reference the terms of any acceptable use policy as set out on Flowz’ website or as provided to the Customer from time to time.
5.1 The Customer must not access or use the SaaS Services except as permitted by the SaaS Licence and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with Flowz’ Intellectual Property Rights in the SaaS Services or Software. Without limiting the foregoing provisions, the Customer agrees and acknowledges that it must not and will not permit any person to:
- resell, assign, transfer, distribute or provide others with access to the SaaS Services;
- use any of the Services in any advertising, publicity or any other commercial manner without our prior written consent;
- “frame”, “mirror” or serve any of the SaaS Services on any web server or other computer server over the Internet or any other network;
- copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the SaaS Services or Software; or
- alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the SaaS Services or Software.
5.2 Access to our Website is permitted on a temporary basis and we reserve the right to withdraw or amend the Services and/or Apps/Software at any time without notice and for any reason. If you breach any of these Terms and Conditions, your authorization to use the Services and/or Apps/Software automatically and immediately terminates and you must immediately cease use of the Services and/or Apps and destroy any materials downloaded or printed from the Website or otherwise in connection with the provision of the Services and/or Apps/Software.
5.3 You agree that Flowz Digital, LLC has no responsibility or liability for the deletion or failure to store any Customer Data, User Content and other content and communications maintained or transmitted through use of the Services and/or Apps. You further acknowledge that you are solely responsible for securing and backing up your Flowz Digital, LLC Data, and any Customer Data, User Content or other content. You are solely responsible for exporting your Customer Data data and User Content and other content from the Services and/or Apps prior to termination of your account for any reason.
5.4 Without limiting the foregoing, you agree that when using the Services and/or Apps you will not:
- 5.4.1 distribute via any medium any part of the Services and/or Apps without our prior written consent;
- 5.4.2 harass others or disclose personal information about others that could amount to harassment;
- 5.4.3 publish, post, upload, store, distribute or disseminate any unlawful, fraudulent, defamatory, infringing, obscene, pornographic, harmful, confidential, libellous, hateful, racist, threatening or otherwise illegal or offensive material or information or anything which might constitute a criminal or civil offence;
- 5.4.4 upload files that contain software or other material which are the Intellectual Property Rights of any third party or which are protected by rights of privacy or publicity of any third party without having received all necessary consents;
- 5.4.5 upload files that contain viruses, corrupted files, or any other software or programs that may interfere with or damage the operation of the Services and/or Apps or any other computer;
- 5.4.6 impersonate others;
- 5.4.7 promote any activity that is illegal;
- 5.4.8 use software to harvest information from the Website; or
- 5.4.9 attempt to solicit funds, advertisers or sponsors through the Website.
- 5.4.10 Generate or facilitate unsolicited commercial email (“spam”). Such activity includes, but is not limited to:
- 126.96.36.199 sending email/messages in violation of the CAN-SPAM Act or any other applicable anti-spam law;
- 188.8.131.52 imitating or impersonating another person or his, her or its email address, or creating false accounts for the purpose of sending spam;
- 184.108.40.206 data mining any web property (including Flowz Digital, LLC) to find email addresses or other user account information;
- 220.127.116.11 sending unauthorized mail via open, third-party servers;
- 18.104.22.168 sending emails to users who have requested to be removed from a mailing list;
- 22.214.171.124 selling, exchanging or distributing to a third party the email addresses of any person without such person’s knowing and continued consent to such disclosure; and
- 126.96.36.199 sending unsolicited emails to significant numbers of email addresses belonging to individuals and/or entities with whom you have no preexisting relationship.
5.5 You agree to comply with all reasonable instructions that we may give you regarding your use of the Services.
5.6 You agree that you will protect the privacy and legal rights of any person whose personal data is accessed by any Flowz Digital, LLC Services and/or Apps (“End Users”) and all applicable laws and regulations relating to the processing of personal data and privacy. You must provide legally adequate privacy notice and protection for End Users. If End Users provide you with usernames, passwords, or other login information or personal information, you must make the users aware that the information may be available to your application and to Flowz Digital, LLC and will be held on third-party servers on behalf of Flowz Digital, LLC.
5.7 You are responsible for obtaining (at your own cost) all necessary equipment and telecommunications services required to access the Services and/or Apps. You are also responsible for ensuring that no person uses your equipment to access the Services and/or App(s) without your permission. We will be entitled to assume that anyone who accesses the Services using your equipment has your permission to do so and you will be responsible for any charges, costs or liabilities that may be incurred by any such persons.
5.8 You agree that you shall indemnify us against any loss, liability, claim, damage or expense incurred by us arising out of any breach by you of this clause 5.
5.9 While Flowz Digital, LLC accepts job requests and revisions, our output volume depends on numerous factors including the plan you selected, the total request volume and complexity. We will do our best to work with you to accommodate any priority items and your timelines but our suggestion is to not use our service for time sensitive requests.
5.10 There is a limit to the aggregate file size of your content on the Service. If your bandwidth usage significantly exceeds the average bandwidth usage (as determined solely by us) of other customers, we reserve the right to immediately disable your Account, or throttle your Account until you can reduce your bandwidth consumption, or impose an appropriate Fee commensurate with such excess usage.
5.11 We reserve the right, but have no obligation, to scan every users Account and setup for compliance with this Agreement and to protect against the Services being used for offensive, defamatory, racist, inaccurate, abusive, obscene, profane material, or threatening content.
6. THIRD PARTY WEBSITES AND APPS
6.1 The Website may contain links to other websites that are owned by us and/or links to third party websites that are not under our control. We make no warranties or representations whatsoever about any other websites which you may access through this Website or any Services and/or App(s) that are provided by any such third party websites. Third party websites are in no way approved, vetted, checked or endorsed by us and you agree that we shall not be responsible or in any way liable for the content, accuracy, compliance with relevant laws or accessibility of any information, data, advice or statements or for the quality of any products or services or Apps available on such sites. Links do not necessarily imply that we are or our Website is affiliated with or associated with such third-party sites. If you decide to visit any other website, you do so at your own risk. In addition, use of any other website may be subject to your acceptance of additional terms and conditions, which we suggest you read carefully before proceeding.
6.2 Flowz Digital, LLC may make available through the Services and/or App(s) additional applications offered by its third-party partners (“Third Party Services and/or Apps”). Your use of Third Party Services and/or Apps is subject to these Terms and to the applicable fees. The App Provider of each Third-Party Service and/or App is solely responsible for that Third Party Service and/or App, the content therein, and any claims that you or any other party may have relating to that Third Party Service and/or App or your use of that Third Party Service and/or App. You acknowledge that you are purchasing the license for each Third Party Service and/or App from Flowz Digital LLC. Flowz Digital, LLC is not responsible for that Third Party Service and/or App, the content therein, or any claims that you or any other party may have relating to that Third Party Service and/or App or your use of that Third Party Service and/or App. You acknowledge and agree that Flowz Digital, LLC will have the right to enforce such license against you as a third party beneficiary thereof.
6.3 By subscribing to or purchasing a Third Party Service and/or App, you grant Flowz Digital, LLC permission to share your Flowz Service and/or Apps, Customer Data, User Content, and user information with the Service and/or App Provider as necessary in order to provide you the Third Party Service and/or App.
7. INTELLECTUAL PROPERTY
7.1 A Party’s ownership of, or any right, title or interest in, any Intellectual Property Rights in an item which exists prior to the Effective Date (Pre-Existing Material) will not be altered, transferred or assigned by virtue of this Agreement.
7.2 You warrant that you own or have been given permission to use the Intellectual Property Rights in and to all Customer Data and User Content that you make available for the provision of the Services or you are otherwise entitled to make available the same for the provision of the Services. You hereby grant us a non-exclusive, irrevocable, perpetual, royalty-free, worldwide licence to use the Customer Data and User Content including all necessary Intellectual Property Rights therein in order to provide the Services including without limitation the right to manage, process, distribute and store any of your Customer Data or User Content as part of the Website or as part of any materials used to promote or advertise the Website or the Services anywhere in the world (provided that no Customer Data or User Content will be disclosed publicly unless it has been submitted by you to a public or shared area of any Flowz Digital, LLC App or the Website. You agree that you shall indemnify us against any loss, liability, claim, damage or expense incurred by us arising out of any breach by you of this clause 7.2.
7.3 We have the right (but not the obligation) in our sole discretion to refuse or remove any content that is uploaded to the Service that we deem inappropriate, illegal, offensive, threatening, libellous, defamatory, pornographic, obscene, or otherwise objectionable or violate any party’s Intellectual Property Rights or this Agreement.
7.4 We have the discretion (but not obligation) to terminate a Customer’s access to and use of the Services if, we determine that Customer or its Authorised Users are repeat infringer of the Intellectual Property Rights of us or third parties.
7.5 If Customer enables, installs, or connects any Third-Party Applications for use with the Services, Customer:
- permits the communication of and/or access to Data to such Third-Party Applications;
- grants to us and our sub-processors a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable right and license to use, process, store, edit, modify, aggregate, combine, reproduce, distribute, display, perform, and prepare derivative works of any data communicated to or obtained by us from any Third Party Application enabled, installed, or connected to us by Customer; and
- warrants that it has provided all notices and obtained all consents required by law to grant the aforementioned permissions, rights, and licenses and that doing do so will not infringe any third party’s privacy, Intellectual Property Rights, or other rights.
7.6 Customer acknowledges and agrees that
- we will not be held responsible for any Third-Party Applications Customer uses in connection with the Services, including but not limited to, for any disclosure, modification or deletion of Data resulting from any such communication to or access by Third Party Applications.
7.7 Customer agrees to comply with any requests by us to remove any connections to or from other websites and/or applications to the Services which Customer installs.
7.8 Customer agrees not to use, copy, modify, adapt, alter, translate, create a derivative work of, reverse engineer, disassemble, or decompile the Software, including without limitation, any other underlying algorithms of the Software, except as expressly permitted herein or required by law.
7.9 Customer may not integrate the Software on any properties unless such properties are owned, operated or controlled by Customer or properties that Customer has the legal permission or rights to access.
7.10 Customer may provide comments, suggestions and feedback to us regarding the Services (“Comments”). The ownership right, title, and interest in such Comments will vest in us on provision of the Comments. Notwithstanding the aforementioned, to the extent that the ownership of any Comments cannot be assigned by Customer, Customer grants us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, process, store, edit, modify, aggregate, combine, reproduce, distribute, display, perform, prepare derivative works, and otherwise fully exploit such Comments in any medium or format, whether now known or later developed, provided that such Comments are anonymous.
7.11 This clause will survive the termination or expiry of this Agreement.
7.12 We do not claim any ownership of any Intellectual Property Rights in your Customer Data or User Content. After making available to us Customer Data or User Content for the provision of the Services and/or Apps, you retain all rights of ownership which you have subsisting in it and you may use it in any way you choose (provided it does not breach any of these Terms and Conditions or any applicable laws).
7.13 We will not be under any obligation whatsoever to pay you for any of the Customer Data or User Content on our Website.
7.4 Excluding Customer Data and User Content, all Intellectual Property Rights in and to the Website and all content, materials and information contained in or appearing on the Website, including but not limited to the Flowz Digital, LLC Apps are owned by and shall remain owned by us or our licensors.
7.5 You may choose to or we may invite you to submit comments or ideas about the Flowz Digital, LLC Services, including without limitation about how to improve the Flowz Digital, LLC Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Flowz Digital, LLC under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
7.6 You agree that Flowz Digital, LLC, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Services.
7.7 You agree to indemnify, defend, and hold harmless Flowz Digital, LLC and its affiliates, officers, members, managers, agents, successors and assigns (the “Indemnified Parties”) from and against all claims, demands, liabilities, damages, and costs including, without limitation, its reasonable attorneys’ fees, arising out of or relating to (i) your breach of any of the terms of this Agreement, (ii) your use of the Services and/or Apps provided pursuant to the Site, and (iii) infringement of third party’s intellectual property rights or other proprietary rights.
8. MONITORING OF THIRD PARTY CONTENT; NOTICE AND TAKE-DOWN
8.1 You acknowledge that we do not actively monitor any Customer Data, User Content, third party content or content appearing on the Website or via any Flowz Digital, LLC App which derives from a third party website and we shall not be responsible or liable for any such content including, without limitation, any third party content:
- 8.1.1 which is defamatory, discriminatory, obscene, offensive, confidential or otherwise unlawful; and/or
- 8.1.2 in which the Intellectual Property Rights are owned by a third party and such third party has not provided its consent to use such content in the manner it has been used; and/or
- 8.1.3 the disclosure of which is prohibited by the Data Protection Act 1998 or any other applicable data protection laws.
8.2 If we are informed or if we suspect that any material on the Website infringes the Intellectual Property Rights or other proprietary rights of any third person or is otherwise unlawful, then we reserve the right to remove such material from the Website. We also reserve the right to remove any material that we consider to be offensive, insulting, defamatory, obscene, indecent, objectionable or otherwise inappropriate in our absolute discretion. If you have any concerns or queries about material which appears on our Website (including if you believe that any content displayed on the Website has violated your Intellectual Property Rights) please email us at: accounts@Flowz Digital, LLC.com
9.1 The Services are provided without any warranty as to their functionality, accuracy or reliability either when first provided or in the future and are provided ‘as is’ and neither Flowz Digital, LLC, nor any of its directors, employees, agents or advisers makes any express or implied assurances or warranty as to the completeness, fairness, adequacy or accuracy of any information produced by the Services or any warranty of fitness for a particular purpose, title, non-infringement, merchantability, compatibility, security or accuracy, all of which are hereby expressly excluded to the fullest extent permitted by law.
9.2 Flowz Digital, LLC cannot and does not guarantee that the Services will be available to use without interruption and no representation or warranty is given that the Services will be available continuously or at all.
THE MATERIALS ON FLOWZ DIGITAL, LLC’S WEBSITE ARE PROVIDED “AS IS”. FLOWZ DIGITAL, LLC MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AND HEREBY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS. FURTHER, FLOWZ DIGITAL, LLC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE MATERIALS ON ITS INTERNET WEBSITE OR OTHERWISE RELATING TO SUCH MATERIALS OR ON ANY SITES LINKED TO THIS SITE.
10. LIMITATION OF LIABILITY
10.1 You agree that we shall not be liable for: (a) any direct loss, claim or damage; (b) any indirect loss, claim or damage, or any punitive, special, incidental or consequential damages of any kind (including but not limited to lost savings or loss or corruption of data); or (c) any loss of profit, loss of opportunity or anticipated savings, in each case whether direct or indirect and whether based in contract, tort (including negligence), strict liability, or otherwise, which arises out of or is in any way connected with (i) any use of the Services; (ii) any failure or delay in the use of any component of the Services including, without limitation, any unavailability of the Services irrespective of duration of any period of unavailability; or (iii) any use of or reliance upon any information, material, software, products, services and related graphics obtained through the Services, in all cases even if we have been forewarned of the possibility of such loss or damage.
10.2 Without limiting the effect of clause 10.1 above, due to the inherent risks of using the internet, we cannot be liable for any damage to, or viruses that may infect, your computer equipment or any other property when you are using the Services or browsing the Website. The downloading or other acquisition of any materials or information through the Website is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your computer system or loss of data that results from the downloading or acquisition of any such materials.
10.3 You agree to indemnify us against any claims or legal proceedings that may arise through your use of the Services or from any breach of these Terms and Conditions by you.
10.4 While Flowz Digital, LLC will do its best to minimize errors, due to the nature of our service and app offerings, we can not guarantee all output will be 100% error free. Flowz Digital, LLC is not responsible or liable for any losses or expenses incurred from errors or omissions.
IN NO EVENT SHALL FLOWZ DIGITAL, LLC OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, DAMAGES FOR LOSS OF DATA OR PROFIT, OR DUE TO BUSINESS INTERRUPTION,) ARISING OUT OF THE USE OR INABILITY TO USE THE MATERIALS ON FLOWZ DIGITAL, LLC’S INTERNET SITE, EVEN IF FLOWZ DIGITAL, LLC OR A FLOWZ DIGITAL, LLC AUTHORIZED REPRESENTATIVE HAS BEEN NOTIFIED ORALLY OR IN WRITING OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, OR LIMITATIONS OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THESE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF FLOWZ DIGITAL, LLC UNDER THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100), REGARDLESS OF THE CAUSE OF ACTION, IN TORT, CONTRACT, OR OTHERWISE.
11.1 We may remove the Software or cease the provision of the Services, or terminate your registration with the Software at any time in our sole discretion for any reason whatsoever.
11.2 You shall be entitled to terminate your registration with the Website or your subscription to any Flowz Digital, LLC Service and/or Software at any time by following the instructions that are set out on the Company Settings page of the Website or alternatively by written notice to us at the email address set out in this agreement of these Terms and Conditions. No refund will be made of any pre-paid fees in respect of Flowz Digital, LLC Apps on cancellation of your subscription to the relevant Flowz Digital, LLC App.
11.3 Termination of your registration, howsoever caused, shall not affect the accrued rights and liabilities of either you or us as at the time of such termination.
12. DATA, DATA PROTECTION AND PRIVACY
13. SUPPORT AND MAINTENANCE
13.1 We communicate with users on a regular basis to provide requested services and in regards to issues relating to their account we reply via the software, by email or phone.
13.2 We cannot guarantee that support is available at all times and that the support advice provided is correct.
13.3 We may provide access to ‘community’ support such as forums, online groups or chat rooms where our Customers or third parties provide help to each other and to others. We cannot take any responsibility for the accuracy of support provided by others.
13.4 From time to time, there may be either scheduled or unscheduled Service down-time. We endeavour make the down-time as short as we can. We will not have any Liabilities for the consequences of any down-time.
14 CUSTOMER RESPONSIBILITIES & OBLIGATIONS
14.1 The Customer will provide all required materials as required by Flowz for Flowz to perform the Services.
14.2 The Customer must, at the Customer’s own expense:
- provide all reasonable assistance and cooperation to Flowz in order to enable Flowz to supply the Services in an efficient and timely manner including but not limited to obtaining from Authorised Users any consents or approvals necessary to allow the Customer and its Personnel to engage in the activities described in this Agreement and to allow Flowz to provide the Services;
- ensure that only Customer Personnel and Authorised Users will access and use the SaaS Services and such use and access will be in accordance with the terms and conditions of the SaaS Licence; and
14.3 The Customer acknowledges and agrees that:
- it is responsible for all users using the Services including its Personnel and any Authorised Users;
- its use of the Services will be at its own risk;
- it is responsible for maintaining the security of its Account and password. We cannot and will not be liable for any loss or damage from your failure to comply with this security obligation;
- downgrading your Plan may cause the loss of content, features, or capacity of your Account. We do not accept any liability for such loss;
- we may alter or update your logins and passwords and the logins and passwords of any Authorised Users at any time throughout the Term;
- you are responsible for all content posted and activity that occurs under your Account. This includes content posted by others who have logins or accounts associated with your Account;
- the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices;
- Flowz may pursue any available equitable or other remedy against the Customer as a result of a breach by the Customer of any provision of this Agreement.
15.1 Any failure or delay by us to enforce any of our rights under these Terms and Conditions is not to be taken as or deemed to be a waiver of that or any other right unless we acknowledge and agree to such a waiver in writing.
15.2 These Terms and Conditions are not intended to be for the benefit of, and shall not be exercisable by, any person who is not a party to these Terms and Conditions under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
15.3 If any clause or part of a clause of these Terms and Conditions is, or becomes, invalid, illegal or unenforceable, the remainder of these Terms and Conditions shall remain valid and enforceable.
15.5 Subject to clause 10.1, you shall have no remedy in respect of any untrue statement made to you upon which you relied in entering into these Terms and Conditions other than any remedy you may have for breach of the express terms of these Terms and Conditions.
15.6 These Terms and Conditions and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with English law and the parties irrevocably agree to submit to the exclusive jurisdiction of the English courts.
15.7 Flowz Digital, LLC may assign the benefit of any agreement in respect of the Website and the Services without giving notice to you and is entitled to subcontract any of its rights or obligations hereunder.
15.8 The materials appearing on Flowz Digital, LLC’s web site could include technical, typographical, or photographic errors. Flowz Digital, LLC does not warrant that any of the materials on its web site are accurate, complete, or current. Flowz Digital, LLC may make changes to the materials contained on its web site at any time without notice. Flowz Digital, LLC does not, however, make any commitment to update the materials.
15.9 Flowz Digital, LLC has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Flowz Digital, LLC of the site. Use of any such linked website is at the user’s own risk.
15.10 By default, you agree to provide Flowz Digital, LLC with a non-exclusive right and license to publish your work in our portfolio, social media or other communication efforts. We do seek written permission before we post anything publicly. If you would like to revoke this right, please notify us in writing to firstname.lastname@example.org.
16. GOVERNING LAW
Any claim relating to Flowz Digital, LLC’s web site shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions.
17. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA)
In the event materials are made available to this Site by third parties, not within our control, we are under no obligation to, and do not, scan such content for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright to remain on the Site. If you believe any materials on the Site infringe a copyright, you should provide us with written notice that at a minimum contains:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
All DMCA notices should be sent to Flowz Digital, LLC:
Flowz Digital, LLC
409 N. Pacific Coast Hwy, Ste 583
Redondo Beach, California 90277
We will terminate relationships with third parties who infringe the copyrights of others.
We also use the following definitions in these terms and conditions.
Additional Costs means any additional costs, expenses, damages or losses suffered or incurred by Flowz.
Authorised User means the user(s) permitted to use the SaaS Services in accordance with the Plan specified in the Customer Account, or such other users identified by Flowz through an audit, including additional Authorised Users.
Confidential Information includes information or documentation which:
- is disclosed to the recipient in connection with this Agreement (whether before or after the Effective Date);
- is prepared or produced under or in connection with this Agreement (whether before or after the Effective Date); or
- relates to:
- the business, assets or affairs of a Party or any of its Affiliates;
- the business, assets or affairs of a Group Company, or any client of a Group Company; or
- the subject matter of, the terms of and/or any transactions contemplated by this Agreement,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and whether it is disclosed to the recipient or received, acquired, overheard or learnt by the recipient in any way whatsoever.
Customer Data means all data relating to your customers or to the customers of your clients which is provided by you to us for the purposes of providing the Services and Software.
Customer Environment means the computing environment of the Customer including all hardware, software, information technology and telecommunications services and Systems.
Data means all of the information, documents and other data provided by the Customer or their Personnel to Flowz, any content uploaded by the Customer or Personnel to Flowz’ System, or otherwise accessed by Flowz in providing the Services.
Fee means the fee set out in on the Site agreed by the Parties.
Intellectual Property Rights means patents, rights in inventions, registered and unregistered trademarks and service marks, domain names, registered designs and design rights, copyright (including such rights in computer software and databases), database rights and rights in confidential information including know how and trade secrets (in each case for the full period thereof and extensions, revivals and renewals thereof), applications for the foregoing and the right to apply for any of the foregoing anywhere in the world, and all similar rights anywhere in the world including those subsisting in inventions, designs, drawings and computer programs; and
The material provided on this Site is protected by law, including without limitation, United States Copyright law. The copyright in all Flowz related material provided on this Site is held by Flowz Digital, LLC. Except as expressly permitted by Flowz Digital, LLC, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means without the prior written permission of Flowz Digital, LLC or the copyright owner.
This permission shall automatically terminate if you violate any of these restrictions and may be terminated by Flowz Digital, LLC at any time. Flowz Digital, LLC reserves the right to terminate your account at any time for any reason.
Liability means any expense, charge, cost, liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent.
Party means a party to this Agreement from time to time, and Parties means all of them.
Personnel means in relation to a Party, any employee, contractor, officer and agent of that Party.
Plan means the applicable monthly, quarterly or annual Customer Fee plan which provides for certain Service features and a number of Authorised Users tier.
SaaS Services means the Software as a Service described on the Site.
Script means a script of computer program code provided by us that Customers must place in their website in order for certain features of the SaaS service to work.
Services means the SaaS Services, Support Services and any Professional Services, to be provided or licensed by Flowz to the Customer on the terms and conditions set out in this Agreement.
Software means the software used to provide the SaaS Services, and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after this Agreement is entered into by the Parties.
System means a combination of Products or a combination of Products and services which are integrated and operate together, including a network.
Term means the term of this Agreement specified in the Customer Account.
Third Party Applications means any software, products, tools, or applications that are used in connection with the Services that are not owned by us.
User Content means any text, files, images, photos, videos or works of authorship that you contribute or submit to us for the purposes of providing the Services, (but shall not include any content, materials or information that you have downloaded, copied or otherwise obtained from the Website including but not limited to Flowz Digital, LLC Services and/or Apps and any code or algorithms incorporated into Flowz Digital, LLC Services and/or App, which you hereby acknowledge is owned by us or our licensors).