Terms of Service and Subscription Agreement
THIS AGREEMENT CONSTITUTES A BINDING CONTRACT ON YOU AND GOVERNS THE USE OF AND ACCESS TO THE SERVICES BY YOU, END-USERS WHETHER IN CONNECTION WITH A PAID OR FREE TRIAL SUBSCRIPTION TO THE SERVICES.
By accepting this Agreement, either by accessing or using a Service, or authorizing or permitting any company or End-User to access or use a Service, You agree to be bound by this Agreement as of the date of such access or use of the Service (the “Effective Date”). If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to “Flint” (Infiverve Technologies Pte Ltd.) that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “You,” “Your” or a related capitalized term herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not use or authorize any use of the Services.
Each Party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of the Agreement; and (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound, or any applicable law or regulation.
The purpose of this Agreement is to establish the terms and conditions under which Subscriber may purchase “Flint” (Infiverve Technologies Pte Ltd.)’s Services or Subscription and Consulting Services.
General Terms and Conditions
ACCESS TO THE SERVICES OR SUBSCRIPTION
Account Access. In order to access and use the Services, You must set up an account with “Flint” (Infiverve Technologies Pte Ltd.) (the “Account”). You are responsible for maintaining the confidentiality of Your login credentials. You are responsible and liable for all uses of the Services and Documentation through access thereto provided by You, directly or indirectly. Specifically, and without limiting the generality of the foregoing, You are responsible and liable for all actions and failures to take required actions with respect to the Services and Documentation by You and Your Authorized Users or by any other person to whom You or Your Authorized Users may directly or indirectly provide access to or use of the Services and/or Documentation, whether such access or use is permitted by or in violation of this Agreement. Authorized Users means Your employees, consultants, contractors, and agents, (a) who are authorized by You to access and use the Services under rights granted to You pursuant to this Agreement; and (b) for whom access to the Services has been purchased hereunder.
You must notify us immediately if You become aware that Your Account is being used without authorization. If Your access to the Services was previously terminated by “Flint” (Infiverve Technologies Pte Ltd.), You may not register for a new Account, nor may You designate other individuals to use an Account on Your behalf.
Service. We will make the Services or Subscription and Your Service Data available to You pursuant to this Agreement and in accordance with Your Subscription Plan. We will use commercially reasonable efforts to make the Services or Subscription available 24 hours a day, 7 days a week, except (a) during Planned Downtime (of which We will give advance notice via Our Site or to the Account owner); and (b) for any unavailability caused by circumstances beyond Our reasonable control, including, for example, a Force Majeure Event.
Support. We will, at no additional charge, provide applicable standard customer support for the Services or Subscription to You as detailed on the applicable Site and Documentation, and upgraded support, if purchased.
Modifications. You acknowledge that “Flint” (Infiverve Technologies Pte Ltd.) may modify the features and functionality of the Services or Subscription during the Subscription Term. “Flint” (Infiverve Technologies Pte Ltd.) shall provide You with commercially reasonable advance notice of any deprecation of any material feature or functionality.
Extension of Rights to Affiliates. You may extend Your rights, benefits and protections provided herein to Your Affiliates and to contractors or service providers acting on Your or Your Affiliates’ behalf, provided that You remain responsible for Your and their compliance hereunder.
Reseller End Users. Notwithstanding the foregoing, if You access Flint through a “Flint” (Infiverve Technologies Pte Ltd.) Reseller, your Reseller will establish any terms and conditions for pricing, invoicing, and payment. A “Flint” (Infiverve Technologies Pte Ltd.) Reseller means an entity authorized by “Flint” (Infiverve Technologies Pte Ltd.) to resell the Services to You. For the avoidance of doubt, a “Flint” (Infiverve Technologies Pte Ltd.) Reseller is not an authorized “Flint” (Infiverve Technologies Pte Ltd.) representative.
USE OF THE SERVICES OR SUBSCRIPTION
Compliance. As between You and “Flint” (Infiverve Technologies Pte Ltd.), You are responsible for compliance with the provisions of this Agreement by End-Users and for any and all activities that occur under Your Account, which “Flint” (Infiverve Technologies Pte Ltd.) may verify from time to time. You agree that You or End-Users shall be jointly and severally responsible for compliance with all laws and regulations applicable to Your use of the Services or Subscription, including without limitation, those laws or regulations requiring consent of all parties to recording of voice calls or other communications; laws or regulations relating to the transmission of unsolicited or unauthorized communications by email, text, telephone or otherwise; and regulations requiring You to implement internal compliance programs. Without limiting the foregoing, You are solely responsible for ensuring that the use of the Services or Subscription to store and transmit Service Data is
compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations You may maintain or enter into with End-Users. You also maintain all responsibility for determining whether the Services or Subscription or the information generated thereby is accurate or sufficient for Your purposes.
Content and Conduct. In addition to complying with the other terms, conditions and restrictions set forth below in this Agreement, You agree to the “Flint” (Infiverve Technologies Pte Ltd.) User Content and Conduct Policy available on “Flint” (Infiverve Technologies Pte Ltd.)’s Policies and Procedures Website, which is hereby incorporated into this Agreement. Further, in Your use of the Services or Subscription You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or make the Services or Subscription available to any third party, other than authorized End-Users in furtherance of Your internal business purposes as expressly permitted by this Agreement, unless expressly agreed to otherwise in writing by “Flint” (Infiverve Technologies Pte Ltd.); (b) use the Services or Subscription to Process data on behalf of any third party other than End-Users; (c) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (d) falsely imply any sponsorship or association with “Flint” (Infiverve Technologies Pte Ltd.); (e) use the Services in any unlawful manner, including, but not limited to, violation of any person’s privacy rights; (f) use the Services to send unsolicited or unauthorized bulk mail, junk mail, spam, other forms of duplicative or unsolicited messages or messages that directly or indirectly support pyramid schemes or other fraudulent activities; (g) use the Services to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (h) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (i) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Services; (j) use the Services to knowingly post, transmit, upload, link to, send or store any content that is (or directly or indirectly supports activities that are) unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory; (k) use the Services to knowingly post, transmit, upload, link to, send or store any Malicious Software; (l) use or launch any automated system that accesses a Service (i.e., bot) in a manner that sends more request messages to a Service server in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; or (m) attempt to use or use the Services in violation of this Agreement.
System Requirements. A high-speed Internet connection is required for proper transmission of the Services. You are responsible for procuring and maintaining the network connections that connect Your network to the Services, including, but not limited to, browser software that supports protocols used by “Flint” (Infiverve Technologies Pte Ltd.), including the Transport Layer Security (TLS) protocol or other protocols accepted by “Flint” (Infiverve Technologies Pte Ltd.), and to follow procedures for accessing services that support such protocols. We are not responsible for notifying You, End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or
controlled by “Flint” (Infiverve Technologies Pte Ltd.). We assume no responsibility for the reliability or performance of any connections as described in this section.
Internal Business Purposes Only. Unless otherwise authorized by “Flint” (Infiverve Technologies Pte Ltd.) in this Agreement or expressly agreed to otherwise in writing by “Flint” (Infiverve Technologies Pte Ltd.), You may not use the Services in any manner where You act as a service bureau or to provide any outsourced business process services on behalf of more than one (1) third party (other than Affiliates) through a single Account. For the avoidance of doubt, this section means You may not resell or outsource the Service(s) except as expressly authorized by “Flint” (Infiverve Technologies Pte Ltd.). Without limiting the foregoing, Your right to access and use the API is also subject to the restrictions and policies implemented by “Flint” (Infiverve Technologies Pte Ltd.) from time to time with respect to the API as set forth in the Documentation or otherwise communicated to You in accordance with this Agreement.
No Competitive Access. You may not access the Services if You are a direct competitor of the “Flint” (Infiverve Technologies Pte Ltd.), except with “Flint” (Infiverve Technologies Pte Ltd.)’s express prior written consent. You may not access the Services for competitive purposes.
TERM AND TERMINATION
Term of the Agreement. This Agreement commences on the Effective Date and continues until the expiration or termination of your Free Trial or Subscription (as applicable).
Termination. Either Party may terminate this Agreement by giving not less than one (1) month of notice in writing. Customer can write in to email@example.com or use the cancellation request submission feature from the web application. Upon a material breach of the terms and conditions of this Agreement, the Party not in breach has the right to terminate this Agreement with immediate effect.
All clauses of this Agreement which by their nature should survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
Termination for Cause. Without limiting other remedies, “Flint” (Infiverve Technologies Pte Ltd.) may terminate the End-user’s Account with immediate effect, automatically and without recourse to the courts, and may limit, suspend or terminate the End-user’s use of the “Flint” (Infiverve Technologies Pte Ltd.), if “Flint” (Infiverve Technologies Pte Ltd.) finds that the User is:
1. in breach of these Terms of Service;
2. creating problems or possible legal liabilities;
3. acting inconsistently with the letter or spirit of “Flint” (Infiverve Technologies Pte Ltd.)’s policies;
4. infringing intellectual property rights;
5. and/or engaging in fraudulent, immoral or illegal activities.
BILLING, PLAN MODIFICATIONS AND PAYMENTS
Payment and Billing. All Subscription Charges are due in full upon commencement of Your Subscription Term, or, with respect to a Deployed Associated Service, at the time such Deployed Associated Service is purchased, subscribed to or otherwise deployed, unless otherwise expressly set forth in this Agreement, an Order Form, a Statement of Work, or in Supplemental Terms, or as otherwise agreed for Usage Charges. You are responsible for providing valid and current Account information and You agree to promptly update Your Account information, including payment information, with any changes that may occur (for example, a change in Your billing address or credit card expiration date). If You fail to pay Your Subscription Charges or other charges indicated on any Order Form within five (5) business days of Our notice to You that payment is delinquent, or if You do not update payment information upon Our request, in addition to Our other remedies, We may suspend or terminate access to and use of such Service by You, End-Users.
Taxes. Unless otherwise stated, our charges do not include any Taxes. You are responsible for paying Taxes except those assessable against the “Flint” (Infiverve Technologies Pte Ltd.) measured by its net income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.
Payment. If You pay by credit card or certain other payment instruments, the Services or Subscription provide an interface for the Account owner to change credit card information (e.g. upon card renewal). Payments made by credit card, debit card or certain other payment instruments for the “Flint” (Infiverve Technologies Pte Ltd.) Service are billed and processed by “Flint” (Infiverve Technologies Pte Ltd.)’s Payment Agent. You hereby authorize the Payment Agent to bill Your credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Service Plan for the Services, and for periodic Subscription Charges applicable to Deployed Associated Services to which You subscribe until Your subscription to the Services terminates, and You further agree to pay any Subscription Charges so incurred. If applicable, You hereby authorize “Flint” (Infiverve Technologies Pte Ltd.) and the Payment Agent to charge Your credit card or other payment instrument to establish prepaid credit. The Account owner will receive a receipt upon each acceptance of payment by the Payment Agent, or they may obtain a receipt from within the Services to track subscription status. To the extent the Payment Agent is not “Flint” (Infiverve Technologies Pte Ltd.), the Payment Agent is acting solely as a billing and processing agent for and on behalf of “Flint” (Infiverve Technologies Pte Ltd.) and shall not be construed to be providing the applicable Service. The Payment Agent uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information except to process Your credit card information for the Payment Agent.
Each Party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other Party’s
Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. The provisions of this Section 5 shall control over any non-disclosure agreement by and between the Parties and any such non-disclosure agreement shall have no further force or effect with respect to the exchange of Confidential Information after the execution of this Agreement. To be clear, any exchange of Confidential Information prior to the execution of this Agreement shall continue to be governed by any such non-disclosure agreement.
OWNERSHIP AND SECURITY OF SERVICE DATA
Ownership of Service Data. Subscriber shall continue to retain Subscriber’s ownership rights to all Service Data Processed under the terms of this Agreement.
No Sale of Service Data. “Flint” (Infiverve Technologies Pte Ltd.) will never sell, rent, or lease Your Service Data to any third party. We will not share Your Service Data with third parties, except as permitted by this Agreement and in order to provide, secure and support the Services or Subscription.
If You register for a free trial for any of the Services or Subscription, We will make such Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s); (b) the start date of any subscription to such Service purchased by You for such Service(s); or (c) termination of the trial by us in Our sole discretion. Trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. Please review the applicable Documentation during the trial period so that You become familiar with the features and functions of the Services under applicable Service Plans before You make Your purchase. ANY SERVICE DATA YOU ENTER INTO A SERVICE, AND ANY CONFIGURATIONS OR CUSTOMIZATIONS MADE TO A SERVICE BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICE AS COVERED BY THE TRIAL, PURCHASE THE APPLICABLE SERVICE, OR EXPORT SUCH SERVICE DATA, BEFORE THE END OF THE TRIAL PERIOD.
From time to time, We may make Beta Services available to You at no charge. You may choose to try such Beta Services in Your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to Supplemental Terms that will be presented to You. Beta Services are
not considered “Services” under this Agreement; however, all restrictions, Our reservation of rights and Your obligations concerning the Service, and use of any Non-”Flint” (Infiverve Technologies Pte Ltd.) Services shall apply equally to Your use of Beta Services. Unless otherwise stated or communicated to You, any Beta Services trial period will expire upon the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.
INTELLECTUAL PROPERTY RIGHTS
“Flint” (Infiverve Technologies Pte Ltd.) owns all rights (including all Intellectual Property Rights), title, and, as well as all or any improvements, enhancements, or modifications to the Flint Software, platform, technologies, integrations, workflows, content, documentations, derived work and any applications, inventions, or other technology developed in connection with the Flint Software and platform as a whole.
You as End-user acknowledge and accept that all title, ownership and intellectual property rights in and to “Flint” (Infiverve Technologies Pte Ltd.) and any and all copies thereof, are owned by Infiverve Technologies Pte Ltd. and/or its or its affiliates’ licensors. All rights are reserved. “Flint” (Infiverve Technologies Pte Ltd.) is protected by copyright laws, international copyright treaties and conventions and other laws. “Flint” (Infiverve Technologies Pte Ltd.) contains certain licensed materials and “Flint” (Infiverve Technologies Pte Ltd.)’ and its affiliates’ licensors may protect their rights in the event of any violation of these Terms of Service.
The rights granted to You, End-Users to use the Service(s) under this Agreement do not convey any additional rights in the Service(s) or in any Intellectual Property Rights of “Flint” (Infiverve Technologies Pte Ltd.) associated therewith. Subject only to limited rights to access and use the Service(s) as expressly stated herein, all rights, title and interest in and to the Services and all hardware, Software and other components of or used to provide the Services, including all related Intellectual Property Rights, will remain with “Flint” (Infiverve Technologies Pte Ltd.) and belong exclusively to “Flint” (Infiverve Technologies Pte Ltd.).
The “Flint” (Infiverve Technologies Pte Ltd.) shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You, End-Users, or other third parties acting on Your behalf. The “Flint” (Infiverve Technologies Pte Ltd.) also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by suggestions, enhancement requests, recommendations or other feedback We receive from You, End-Users, or other third parties acting on Your behalf.
OPEN SOURCE AND THIRD-PARTY DECLARATION
The copyright statements and licenses apply to discrete software components that are distributed with various versions of the Flint software products. Your product does not necessarily use all the components referred to below. Where applicable, “Flint” (Infiverve Technologies Pte Ltd.) discloses open source information at the following location: https://github.com/getflint/flint/raw/master/OSS_Declaration.pdf
REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
Authority. Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
Warranties. We warrant that during an applicable Subscription Term (a) this Agreement and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data; and (b) the Services will perform materially in accordance with the applicable Documentation.
You as End-user hereby agrees to indemnify and hold “Flint” (Infiverve Technologies Pte Ltd.), and its subsidiaries, affiliates, officers, and employees, harmless from any and all liability, claim or demands, including reasonable attorney’s fees, made by any third party because of or arising out of the User’s use of “Flint” (Infiverve Technologies Pte Ltd.) and the User’s violation of these Terms of Service, any applicable law or regulation, or the rights of any third parties related to the use of the “Flint” (Infiverve Technologies Pte Ltd.).
LIMITATION OF LIABILITY
In no event shall “Flint” (Infiverve Technologies Pte Ltd.), its subsidiaries, affiliates, officers, or employees be liable, whether in contract, warranty, tort (including negligence) or any other form of liability, for:
- any direct, indirect, incidental, special or consequential damages suffered by the User; and
- any loss of income, business, profits (whether direct or indirect), use, data or other intangible suffered by the User, even if “Flint” (Infiverve Technologies Pte Ltd.) has been advised of the possibility of such damages.
Without limiting the above clauses “Flint” (Infiverve Technologies Pte Ltd.), its subsidiaries, affiliates, officers, or employees shall not be liable for any losses suffered by the User arising from:
- the use or the inability to use;
- messages received or transactions entered into through or from “Flint” (Infiverve Technologies Pte Ltd.);
- unauthorized access to or alteration of the User’s transmissions or data;
- the User’s inability to use “Flint” (Infiverve Technologies Pte Ltd.) to contact emergency services;
- any degradation in the quality of “Flint” (Infiverve Technologies Pte Ltd.) (including but not limited to, degradation in the quality of the calls made through “Flint” (Infiverve Technologies Pte Ltd.)); or
- any breakdown in the payment systems utilised by the User for the top-up of credit in the User’s “Flint” (Infiverve Technologies Pte Ltd.) Account.
The User further agrees that “Flint” (Infiverve Technologies Pte Ltd.) shall not be liable for any damages arising from interruption, suspension or termination of “Flint” (Infiverve Technologies Pte Ltd.), including but not limited to direct, indirect, incidental, special, consequential or exemplary damages, whether such interruption, suspension or termination was justified or not, negligent or intentional, inadvertent or advertent.
“Flint” (Infiverve Technologies Pte Ltd.) expressly disclaims any and/or all liability for inbound mobile phone roaming charges, mobile data charges and/or other like or unlike third party charges incurred by the User as a result of the use of “Flint” (Infiverve Technologies Pte Ltd.) from a mobile device while it is roaming. For the avoidance of doubt, and without limiting the generality of the foregoing, “Flint” (Infiverve Technologies Pte Ltd.) shall not be liable for any mobile phone roaming charges or mobile data charges incurred by the User should the User fail to properly launch or access “Flint” (Infiverve Technologies Pte Ltd.).
Nothing in these Terms of Service is intended to exclude or restrict or shall be construed as excluding or restricting the liability of “Flint” (Infiverve Technologies Pte Ltd.) for any liability which cannot be limited or excluded by law.
These Terms of Service will be governed by and construed in accordance with the laws of Singapore, and the courts of Singapore will have non-exclusive jurisdiction over any claim or dispute arising under or in connection with these Terms of Service.