Terms of Service - January 15, 2023
Flex U. has updated our Terms of Service and other legal policies for all current versions, which are effective as of the date shown above. Please be sure you read these new Terms and Conditions (below) and all other policies to make sure you understand all changes that may be important to you. Disputes about these Terms and the products, services, and websites provided by Flex U. are subject to binding arbitration and a waiver of class action rights detailed in Section 14 below.
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND FLEX U. AGREE THAT DISPUTES RELATING TO THESE TERMS OR YOUR USE OF OUR PRODUCTS AND PRODUCT WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Terms of Service Agreement
We want to thank you for using Flex U.'s products, services, websites, and apps. Our customers are the most important aspect of our business and we appreciate you looking to Flex U. to further your business. Flex U. offers our customers a platform to create and host their digital businesses. The entire selection of products, services and tools offered on our Platform are our “Product”.
This Terms of Services Agreement (this “Agreement”) contains the terms under which Flex U. provides our Product to you and describes how the Product may be accessed and used.
If you will be using the Product on behalf of an entity or other organization, you agree to these Terms on behalf of that entity or organization and you represent that you have such authority. “You” and “your” will refer to that entity or organization.
When you subscribe to our Product, or otherwise use or access the Platform or the Product, you agree to be bound by these Terms and applicable laws, rules, and regulations. You may be asked to click “I accept” at the appropriate place prior to your purchase of access to our Product. At such time, if you do not click “I accept”, you may not be able to complete your purchase or access our Platform. If you do not agree to these Terms, please do not use our Product in any way.
Flex U. is not an educational institution, marketplace, or content provider. Our users, entrepreneurs, customers, and partners are not our employees. We are not responsible for any interactions between you and your customers, students, subscribers, or users (collectively, “End-Users”), other than providing the technology for you to make your content available. We are in no way liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of your relationship with your End-User, including any End-Users reliance upon any information or content that you provide.
1. Fees and Payments
1.1. Fees for our Product. You agree to pay Flex U. any fees for each Product you purchase or use in accordance with the pricing and payment terms presented to you for that Product. We use third party payment processors (Stripe and PayPal) to bill you through a payment account linked to your Flex U. account. The processing of payments will be subject to the terms, conditions and privacy policies of the applicable payment processor, in addition to this Agreement. Where applicable, you will be billed using the billing method you select through your account management page. If you have elected to pay the fees by credit card, you represent and warrant that the credit card information you provide is correct and you will promptly notify Flex U. of any changes to such information. Fees paid by you are non-refundable, except as provided in these Terms or when required by law. Included in your fee may be technical support in respect of the Product and it is only provided to Flex U. customers. Flex U.'s support agents are not trained in custom-coding and technical support for any custom-coding is the responsibility of the customer and Flex U. accepts no responsibility to provide such support. Unless otherwise indicated, all fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency. In no event will Flex U. credit, refund, or reimburse you for a foreign exchange fee charged by your credit card or for any difference in fees due to currency conversion.
1.2. Subscriptions. Our Product is billed on a subscription basis (“Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Payment will be charged to your chosen payment method at confirmation of purchase and at the start of every new billing cycle. Your Subscription will automatically renew at the end of each billing cycle unless you cancel your account through your online account management page or by contacting us at [email protected] prior to the end of the billing cycle. While we will never want to lose a customer, you may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.
If you initially sign up for a plan that includes a free or discounted trial period, and you do not cancel that account before the stated trial period expires, you will be billed for the full price of the plan starting on the day the trial period ends. If you cancel prior to the processing of your first invoice following the trial period, you will not be charged.
Flex U. may change the price for Subscriptions from time to time and will communicate any price changes to You in advance and, if applicable, how to accept those changes. Price changes for Subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, You accept the new price by continuing to use Your Subscription after the price change takes effect. If You do not agree with the price changes, You have the right to reject the change by cancelling Your Subscription before the price change goes into effect. Please therefore make sure you read any such notification of price changes carefully.
We, through our third-party providers (Stripe and PayPal) will keep your detailed payment information, such as non-sensitive credit card partial numbers and expiration date, on file. We do not access this information, except through provided programmatic methods by the provider(s). You are responsible for keeping your payment details up-to-date by changing the details in your account settings. When your details change or are due to expire, we may obtain or receive from your payment provider updated payment details, including your card number, expiration date, and CVV (or equivalent). This enables us to provide you access to the Product. You authorize us to continue to charge your credit card using the updated information. If a payment is not successfully authorized due to expiration, insufficient funds, or otherwise, we may suspend or terminate your subscription until applicable changes have occurred. You also agree that we may charge you via your payment method on file if you elect to restart your subscription.
Any change (including any upgrade, downgrade or other modification) to any plan by you in a trial period will end the trial immediately. You will be billed for your first term period (i.e. the first annual or monthly period) immediately upon upgrading. For any upgrade or downgrade in plan level after any trial period, your credit, debit, or other payment card will automatically be charged the new rate on your next billing cycle. You will be billed immediately for the prorated difference for the current billing cycle for any upgrade to any higher priced plan during that billing cycle. If a plan downgrade causes a credit to your account, this credit will be used toward your next billing cycle(s). This credit will not be refunded.
1.3. Taxes. Our prices listed do not include any taxes, levies, duties or similar governmental assessments of any nature such as value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) unless otherwise indicated. You are responsible for paying Taxes associated with your purchase and keeping your billing information up to date.
(a) United States Sales Tax. If we have a legal obligation to pay or collect sales tax for which you are responsible, we will calculate the sales tax based upon the billing information we have about you and charge you that amount (which, if your billing information is incomplete or inaccurate, may be the highest prevailing rate then in effect), unless you provide us with a valid tax exemption certificate acceptable to the appropriate taxing authority. If you provide us with a tax exemption certificate, you represent and warrant that it accurately reflects your tax status and that you will keep such document current and accurate. If we subsequently determine in our sole discretion that your tax exemption document is valid, we will refund the sales tax collected.
(b) Non-United States Sales Tax. If applicable, we will charge you VAT, GST, or any other sales, consumption or use taxes that arise in connection with your purchases of our Product unless you provide us with a tax identification number that entitles you to an exemption, a valid tax exemption certificate or other documentary proof issued by an appropriate taxing authority that tax should not be charged. If you are located in a jurisdiction with multiple sales, consumption, or use taxes, we may charge you the highest prevailing rate if your billing information is incomplete or inaccurate. If you are required by law to withhold any Taxes from your payments to Flex U., you must provide Flex U. with an official tax receipt or other appropriate documentation to support such payments.
1.4. Price Changes. Flex U. may change the fees charged to you for the Services at any time, provided that, for Flex U. billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. Flex U. will provide you with advance notice of any change in fees and you will have the opportunity to cancel your Subscription as set forth in Section 1.2.
1.5 Refund Policy. We want all new customers to be excited about working with us. In that regard, we provide a full no-questions-asked refund within thirty (30) days of first signing up with Flex U. Simply send us an email to [email protected] within thirty (30) days of your sign-up letting us know that you are cancelling your plan. After that, all payments are nonrefundable and there are no refunds or credits for partially used subscription periods. As mentioned above, following any cancellation, you will continue to have access to the Product through the end of your current billing period. We reserve the right to refuse refunds to anyone who abuses this Refund Policy.
Section 1.6 Authorized Payment Method. You must keep a valid payment method on file with Flex U. to pay for all fees. Flex U. will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and Flex U. will continue to charge the Authorized Payment Method for applicable fees until this Agreement is terminated, and any and all outstanding fees have been paid in full.
Section 1.7 Delinquencies. If Flex U. is not able to process payment of any fees using an Authorized Payment Method, Flex U. will provide you with a notice regarding the payment failure (a “Payment Failure Notice”). If the outstanding fees are not paid within 14 days of Flex U. providing a Payment Failure Notice, Flex U. may (in its sole discretion) suspend and revoke your access to the Product or certain services within the Product. Your full access to the Product will be reactivated upon your payment of any outstanding fees, plus the fees applicable to your next billing cycle.
If the outstanding fees are not paid within 30 days of Flex U. providing a Payment Failure Notice, Flex U. may (in its sole discretion) terminate your access to the Product or certain services within the Product. Your full access to the Product will be reactivated upon your payment of any outstanding fees, plus the fees applicable to your next billing cycle.
You may not be able to access the Product or certain services within the Product during any period of suspension or after termination which may impact your ability to provide your Content, products and/or services to, or process payments from, your End-Users. Flex U. is in no way liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of any impacts on your relationship with your End-Users as a result of any suspension or termination of your access to the Product. You agree to indemnify Flex U. for any such disputes with your End-Users in accordance with this Section 13.
2. Your Content
2.1. You Retain Ownership and Responsibility of Your Content. You retain ownership of all of your intellectual property rights in your Content. “Content” means software (including machine images), data, text, audio, video or images, coaching offerings, and personal data uploaded, collected, posted, stored, displayed, distributed, or transmitted on or in connection with your account or your site. Flex U. does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Product to you, and as otherwise described in the Terms. Should any of your Content involve third party content, You agree that Flex U. is not responsible in any way for such content and makes no representations or warranties as to such third party content.
You represent and warrant to us that: (a) you own or have the necessary licenses, rights, consents, or permissions to use or publish the Content that you include, submit, or use through our Product; and (b) none of your Content or your End-Users’ use of your Content or the Product will violate any applicable laws or the Acceptable Use Policy. You may not represent or imply to others that your Content is any way sponsored, provided, or endorsed by Flex U.. You are solely responsible for determining the fees you charge your End-Users for use and/or access to your Content, website(s), and products and for any refund policy you set regarding the sale of Your Content. The Product may permit you to export your Content, including links to videos created through the Product, including by sharing to social media and networking sites. You are solely responsible for your distribution of such exports or links and for compliance with the terms of any third-party websites, applications, services, or products through which you distribute such exports and links.
2.3. Flex U. Right to Use Your Name. Flex U. shall have the non-exclusive right and license to use the names, trademarks, service marks, and logos associated with your business to promote our Product. Any goodwill arising from the use of your name and logo will inure to your benefit.
2.4. Claims for Intellectual Property Infringement. Flex U. fully respects the intellectual property rights of others and we expect our users to do the same. If you believe a Flex U. user is infringing upon your intellectual property rights, you may report it to us by contacting us at [email protected]. If the claim is for alleged copyright infringement, we are required to respond in accordance with the U.S. Digital Millennium Copyright Act (DMCA). If you believe that your work has been exploited in a way that constitutes copyright infringement, you may notify us in accordance with our Copyright (“DMCA”) Policy.
2.5 Non-Exclusive Services. We reserve the right to provide our Product to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Flex U. employees and contractors may also be Flex U. customers and that they may compete with you, although they may not use your Content or confidential information in doing so.
3. Privacy & Security
3.3 Data Protection. These Terms incorporate the Flex U. Data Protection Addendum (DPA), including the Standard Contractual Clauses, and the California Supplemental Privacy Notice, and by using our Product, you are providing us with instructions to process any personal data collected by you through our Product, on your behalf and you acknowledge that our use and collection of personal information is subject to the DPA. You shall ensure and hereby warrant and represent that you are entitled to transfer personal data to Flex U. so that we may lawfully process and transfer the personal data in accordance with these Terms and all data protection laws applicable to You, Your business, and the jurisdiction of Your members (including but not limited to GDPR and CCPA). You shall ensure that relevant data subjects have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection laws and have sole responsibility for the accuracy, quality and legality of personal data processed by us in the provision of the Product.
3.5. Security. Flex U. will store and process your Content in a manner consistent with industry security standards. We have implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content.
If Flex U. becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, personal data related to your account (“Security Incident”), we will take reasonable steps to notify you without undue delay, but no later than 72-hours of becoming aware of the Security Incident. Flex U. will also reasonably cooperate with you in regards to any investigations relating to a Security Incident by helping to prepare any required notices and providing any other information reasonably requested by you in relation to any Security Incident, where such information is not already available to you in your account or online through updates provided by Flex U., subject to our Guidelines for Legal Requests.
4. Flex U.’s Intellectual Property
4.1. Product License. Neither the Terms nor your use of the Product grants you ownership in the Product or any content you access through the Product (other than your Content). The Terms also do not grant you any right to use Flex U. trademarks or other brand elements. You agree that you will not purchase search engine or other pay per click keywords (such as Google Ads), or domain names that use Flex U. or Flex U. trademarks and/or variations and misspellings thereof. We or our licensors own all right, title, and interest in and to the Product, and all related technology and intellectual property rights. Subject to the Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Product solely in accordance with the Terms. Except as provided in this Section 4.1, you obtain no rights from us, our affiliates, or our licensors to the Product, including any related intellectual property rights.
4.2. License Restrictions. Neither you nor any of your End-Users will use the Product in any manner or for any purpose other than as expressly permitted by the Terms. Neither you nor any of your End-Users will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Product; (b) reverse engineer, disassemble, or decompile the Product or apply any other process or procedure to derive the source code of any software included in the Product (except to the extent applicable law doesn’t allow this restriction); (c) access or use the Product in a way intended to avoid incurring fees or exceeding usage limits or quotas; or (d) resell or sublicense the Product. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you.
5. User Content; Third Party Sites and Services
5.1. User Content. You are responsible for your own Content and the consequences of posting or publishing it. You must ensure that you have all the rights and permissions needed to use that Content in connection with the Product. Flex U. is not responsible for any actions you take with respect to your Content, including sharing it publicly, and we assume no liability for your interactions with your users. Flex U. reserves the right, but has no obligation, to monitor disputes between you and your users.
Flex U. does not have an obligation to monitor or review any Content submitted to the Product nor do we pre-screen any Content. We are not responsible for and do not necessarily hold the opinions expressed by our customers, users, content contributors, and third parties. You acknowledge that by providing you with the ability to view and post Content through our Product, Flex U. is not undertaking any obligation or liability relating to the Content. We (i) do not pre-screen Content; (ii) do not undertake or assume any duty to monitor our site for inappropriate or unlawful content; and (ii) assume no responsibility or liability that may arise from a user’s Content, including, but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. However, you acknowledge that, in order to ensure compliance with legal obligations, Flex U. may review Content submitted to the Product to determine whether it is illegal or whether it violates these Terms, including our Acceptable Use Policy (such as when unlawful content is reported to us). We have the sole discretion to modify, prevent access to, delete, or refuse to display Content that we believe violates law or these Terms. It is in our sole discretion to refuse or remove any Content from the Product or to refuse service to anyone for any reason at any time.
5.2. Third Party Resources. Flex U. may from time to time recommend or provide you with access to third party software, applications, services, or websites for your consideration or use. These optional tools and integrations are made available to you as a convenience and your use of these third party providers is solely between you and the applicable provider. We do not monitor or have any control over, and we make no claim, warranty or representation regarding any such third party offerings and we accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature, or reliability of, any such third party offerings. Your use of any optional third party offerings provided by our Product or a third party website is at your own risk and you expressly release Flex U. from any all liability arising from your use of any third party website. You acknowledge that Flex U. has no control over such third party services and shall not be responsible or liable to you or anyone else arising from or relating to your use of optional third party services. Flex U. does not guarantee the availability of such third party services and you acknowledge that Flex U. may disable access to any third party service at any time in its sole discretion and without notice to you. In some instances, Flex U. may receive a revenue share for these third party providers. You should review such third party’s applicable terms and policies, including privacy and data gathering practices, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. Trademarks and Content displayed in conjunction with the Product are the property of their respective owners.
If you install a third party service for use with the Product, (i) you represent that you have agreed to such third party’s terms and conditions and are subject to such terms and conditions; and (ii) you grant us permission to allow the applicable third party service provider to access your Content or other data and to take any other actions as required for the interoperation of the third party service with our Product. If you do not agree to abide by the applicable terms and conditions for any such third party integration, then you should not install or use such third party integrations with the Product.
5.3 Beta Services. From time to time, Flex U. may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all customers (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Flex U. will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Flex U. confidential information. When using our Beta Services, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Flex U. prior written consent. Flex U. makes no representations or warranties that the Beta Services will function. Flex U. may discontinue the Beta Services at any time in its sole discretion. Flex U. will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Flex U. may change or not release a final or commercial version of a Beta Service at our sole discretion.
6. Account Management
6.1. Keep Your Password Secure. If Flex U. has issued an account to you in connection with your use of the Product, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Flex U., are responsible for any activity occurring in your account, whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify Flex U. immediately at [email protected]. Accounts may not be shared and may only be used by one individual or organization per account.
6.2. Keep Your Details Accurate. Flex U. occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate.
6.3. Remember to Backup. You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, Flex U. will not be liable for any failure to store, or for loss or corruption of, your Content.
6.4. Account Inactivity. Flex U. may terminate your account and delete any Content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.
6.5. Customer Success. Flex U. may assign you a customer success manager (“CSM”). The CSM may review your use of the Product and your Content to help you to more effectively use the Product, including by providing reporting and usage insight.
6.6. Ownership Disputes. In the event of a dispute regarding account ownership, Flex U. reserves the right to request documentation to determine or confirm account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, organizational documents, government issued photo ID, the last four digits of the credit card on file, etc. Flex U. retains the right to determine, in our sole judgment, rightful account ownership and transfer an account to the rightful owner. If we are unable to reasonably determine the rightful account owner, we reserve the right to temporarily disable an account until resolution has been determined between the disputing parties.
7. User Requirements
7.1. Legal Status. If you are an individual, you may only use the Product if you have the power to form a contract with Flex U.. If you do not have the power to form a contract, you may not use the Product. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms.
7.2. Minors. “Minors” are individuals under the age of 18 (or a higher age as provided in certain countries and territories). The Product is not intended for use by Minors. If you are a Minor in your place of residence, you may not use the Product. By using the Product, you represent and warrant that you are not a Minor. Furthermore, the Product is not directed at children under the age of 16 and Flex U. does not knowingly collect personal information from children. In your use of the Product, it is your sole responsibility to comply with all applicable laws relating to the privacy rights of children, including the Children’s Online Privacy Protection Rule (COPPA).
7.3. Embargoes. Use of our Product for any dealings, engagement, or sale of goods/services linked directly or indirectly with jurisdictions that Flex U. has deemed high risk, such as Cuba, Iran, North Korea, Syria, Russia, and the Crimea, Donetsk, and Luhansk Regions, is prohibited. You are not permitted to use our Product if you are, or you are owned or controlled directly or indirectly by, any person, group, entity, or nation, named on any list issued by the Department of the Treasury’s Office of Foreign Asset Control (“OFAC”), or any similar list or by any law, order, rule, or regulation or any Executive Order of the President of the United States, including Executive Order 13224, as a "Specially Designated National and Blocked Person”, terrorist, or other banned or blocked person (collectively, a “Prohibited Person”). By using our Product you represent and warrant that (i) you are not (nor are you owned or controlled, directly or indirectly, by any person, group, entity, or nation that is) acting directly or indirectly for or on behalf of any Prohibited Person; and (ii) you have not conducted nor will you conduct business nor have engaged nor will you engage in any transaction or dealing with any Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation, including, without limitation, the making or receiving of any contribution of funds, goods, or services to or for the benefit of a Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation. Furthermore, it is your responsibility to ensure that: (a) your end users do not use the Product in violation of any export restriction or embargo by the United States; and (b) you do not provide access to the Product to any Prohibited Persons.
7.4 Compliance with Laws. You must always use the Product in compliance with, and only as permitted by, applicable laws. There are various federal, state, and international specific laws, requirements, guidelines, and/or standards (collectively, “Laws”) that apply or may potentially apply to your Content, business, websites, and/or mobile applications, including, but not limited to those related to privacy and data security (such as the California Consumer Privacy Act (CCPA) or the EU General Data Protection Regulation (GDPR)), the accessibility of websites and/or mobile applications, taxes, the Health Insurance Portability and Accountability Act (HIPAA), and subscriptions and auto-renewals. Flex U. is not HIPAA compliant and currently we have no plans to become so. Accordingly, you may not use the Product to collect, store, or process any protected health information subject to HIPAA, any applicable health privacy regulation, or any other applicable law governing the processing, use, or disclosure of health information.
Any information provided by Flex U. in help articles, examples, or the like are provided for informational purposes only and are provided without any warranty, express or implied, including as to their legal effect and completeness. Flex U. cannot provide you with any legal or tax advice and encourages you to consult with legal and tax counsel and website accessibility consultants of your own selection and at your own expense to ensure your compliance with all applicable Laws. You agree that you are solely and exclusively responsible for your website and mobile applications and the entirety of your Content, including compliance with Laws and following your published policies.
8. Acceptable Uses of the Product and Email Services
You are responsible for your conduct, Content, and communications with others while using the Product and you must comply with the requirements detailed in our Acceptable Use Policy.
9. PCI Compliance
9.1. PCI Standards. If you use the Product to accept payment card transactions, you must comply with the Payment Card Industry Data Security Standards (PCI-DSS) to the extent they are applicable to your business (the “PCI Standards”). Flex U. provides tools to simplify your compliance with the PCI Standards, but it is your responsibility to ensure that your business is compliant. The specific steps you will need to take to comply with the PCI Standards will depend on your implementation of the Product.
9.2. Cardholder Data. Flex U. does not have access to, collect, transmit, store, or process any Cardholder Data on your behalf. We have partnered with payment providers Stripe and PayPal regarding all End-User payments and so that our customers may achieve their compliance obligations with PCI DSS. It is your sole responsibility as the owner of your site to activate and maintain these accounts. If you do not wish to keep either of the payment accounts active, it is your responsibility to deactivate them. “Cardholder Data” is defined as a cardholder’s primary account number (PAN), and where a full unmasked card number is present, any of the following elements: cardholder name, expiration date, and/or service code. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PROHIBITED FROM COLLECTING OR ENTERING CARDHOLDER DATA INTO ANY FORM OR DATA ENTRY FIELDS IN THE PRODUCT, EXCEPT INTO THOSE FIELDS INTENDED SOLELY FOR THAT PURPOSE (i.e. where Flex U. explicitly enables such data to be entered into such fields). Appropriate fields are clearly marked with labels such as ‘Card number’ or by having a credit card icon precede them. Similarly, excluding payment forms, you must never collect or enter any “Sensitive Authentication Data”, as defined by the PCI Standards (including CVC or CVV2) into any fields in the Product. You assume all responsibility for any Cardholder Data entered into the Product in violation of these Terms.
10. Suspension and Termination of Services
10.1. By You. You can terminate your Subscription and delete your account at any time through your account management page. Such termination and deletion will result in the deactivation or disablement of your account and access to it, and the deletion of content you collected through use of the Product. Terminations are confirmed immediately and you will not be charged again for that Subscription unless you purchase a new one. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund unless you are terminating for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; (b) a refund is required by law; or (c) we, in our sole discretion, determine a refund is appropriate. For clarity, we will not grant a refund where you have used our Product, unless the termination is due to our material, uncured breach or a refund is required by law.
10.2. By Flex U.. Flex U. may terminate your Subscription for any reason at the end of a billing cycle by providing at least 30 days’ prior written notice to you and you will not be charged for the next billing cycle. Flex U. may terminate your Subscription for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle. Flex U. may immediately suspend performance or terminate your Subscription for any of the following reasons: (a) you have materially breached these Terms, in our sole discretion, and failed to cure that breach within 30 days after we have notified you in writing of such breach; or (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days. Additionally, Flex U. may immediately limit, suspend, or terminate the Product to you: (i) if, in our sole discretion, you fail to comply with these Terms; (ii) if, in our sole discretion, you use the Product in a way that causes legal liability to us or disrupts others’ use of the Product; or (iii) we are investigating suspected misconduct by you. Also, if we limit, suspend, or terminate the Product you receive, depending upon the reason, we will endeavor to give you advance notice and an opportunity to obtain a copy of your Content from that Service. However, there may be time sensitive situations where Flex U. may decide that we need to take immediate action without notice. Flex U. will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. Flex U. has no obligation to retain your Content upon termination of the applicable Service.
10.3. Further Measures. If Flex U. stops providing the Product to you because you repeatedly or egregiously breach these Terms, Flex U. may take measures to prevent your further use of the Product, including blocking your IP address.
11. Changes and Updates
11.1. Changes to Terms. You acknowledge and agree that Flex U. may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Product, and to account for new Products or functionality. The most current version will always be posted on our website in our Legal and Policy center. If an amendment is material, as determined in Flex U. sole discretion, we may notify you by email and/or posting it to our website or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted, and apply to all access to and use of the Product thereafter. However, any changes to the dispute resolution provisions will not apply to any disputes for which the parties have actual notice before the date the change is posted. If you do not want to agree to any changes made to the Terms, you should stop using the Product, because by continuing to use the Product you indicate your agreement to be bound by the updated terms.
11.2. Changes to the Product and Services. We are continually changing and improving our Product. Flex U. may add, alter, or remove functionality from a Service it provides to you at any time without prior notice. Flex U. may also limit, suspend, or discontinue a Service provided to you at our discretion. If we discontinue a Service, we will give you reasonable advance notice to provide you with an opportunity to obtain a copy of your Content from that Service. Flex U. may remove content from the Product it provides you at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.
11.3. Downgrades. Downgrading your account plan may cause the loss of content, features, functionality, or capacity of your account.
12. Disclaimers and Limitations of Liability
12.1. Disclaimers. While Flex U. strives to provide you with a great experience when using the Product (and we love to please our customers), there are certain things we do not promise about our Product. We try to keep our Product up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT AND ANY INFORMATION, GUIDANCE, OR RECOMMENDATIONS THEREIN ARE PROVIDED “AS IS” AND FLEX U. DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE PRODUCT.
12.2. Exclusion of Certain Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, FLEX U., ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE PRODUCT AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF FLEX U. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12.3. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF FLEX U., ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE PRODUCT AND THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID TO FLEX U. FOR USE OF THE PRODUCT AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
12.4. Consumers. We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.
13.1. General. You agree that you are solely and exclusively responsible for your website and mobile applications and the entirety of your Content. To the fullest extent permitted by law, you will indemnify and hold harmless Flex U. and its affiliates, officers, agents, licensors, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with (a) your or your end users’ use of the Product; (b) breach of these Terms or violation of applicable law by you, your users, or your Content, websites, mobile applications, or business; or (c) a dispute between you and your users.
13.2. Intellectual Property. You will defend Flex U. and its affiliates, officers, agents, licensors, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim alleging that any of your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
13.3. Process. We will (a) endeavor to give you prompt written notice of the claim; (b) permit you to control the defense and settlement of the claim; and (c) reasonably cooperate with you in the defense and settlement of the claim. In no event will you agree to any settlement of any claim that requires a commitment by us, without our written consent.
14. Resolving Disputes; Arbitration Agreement; Governing Law.
14.1. Resolving Disputes. If you have a concern, we want to first try to address it without needing a formal legal case. Before filing a claim against Flex U., you agree to try to resolve the dispute informally by contacting [email protected]. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 15 days of submission, you or Flex U. may bring a formal proceeding.
14.2. Judicial Forum for Disputes. You and Flex U. agree that any judicial proceeding to resolve claims relating to these Terms or the Product will be brought in the federal or state courts of Ontario, Canada, subject to the mandatory arbitration provisions below. Both you and Flex U. consent to venue and personal jurisdiction in such courts. If you reside in a country (for example, a member state of the European Union) with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn’t affect those requirements.
14.3. Mandatory Arbitration Provisions.
We Both Agree to Arbitrate. You and Flex U. agree to resolve any claims relating to these Terms or the Product through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity.
Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate within 30 days of first registering your account by contacting us at [email protected].
Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the county of Canda where you live or work, Ontario, Canada, or any other location we agree to. The AAA rules will govern payment of all arbitration fees. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address.
Exceptions to Agreement to Arbitrate. Either you or Flex U. may assert claims, if they qualify, in small claims court in Ontario, Canada, or any Canadian province where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Product, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Ontario, Canada to resolve your claim.
NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed. If this specific paragraph is held unenforceable, then the entirety of this “Mandatory Arbitration Provisions” section will be deemed void.
14.4. Governing Law. These Terms will be governed by Canada law except for its conflicts of laws principles. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer's country. This paragraph doesn’t override those laws.
15. Other Terms
15.1. Assignment. You may not assign these Terms or your rights to use our Product without Flex U. prior written consent, which may be withheld in our sole discretion. Flex U. may assign these Terms at any time without notice to you.
15.2. Entire Agreement. These Terms, and any other policy located in our Legal and Policy Center constitute the entire agreement between you and Flex U., and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter.
15.3. Independent Contractors. The relationship between you and Flex U. is that of independent contractors, and not legal partners, employees, or agents of each other.
15.4. Interpretation. The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.
15.5. No Waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
15.7. Severability. If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.
15.8. Third Party Beneficiaries. There are no third party beneficiaries to these Terms.
15.9. Survival. The following sections will survive the termination of these Terms: 1, 2.2, 3, 10, 12, 13, 14, and 15.
15.10. Language. These Terms are prepared and written in English. To the extent that any translated version conflicts with the English version, the English version controls, except where prohibited by applicable law.