THESE TERMS AND CONDITIONS STATE IMPORTANT REQUIREMENTS ABOUT YOUR RIGHTS AND OBLIGATIONS IN CONNECTION WITH YOUR USE OF GOFLOW'S SAAS SERVICES. PLEASE READ THEM CAREFULLY.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE AND CONTACT US IMMEDIATELY TO TERMINATE IT.
These Terms of Service (the "Agreement") are entered into between the Customer ("you," "your," the "Company") and Goflow LLC ("Goflow," "us" or "we"). This Agreement sets forth the terms and conditions under which you agree to use, and we agree to provide, Goflow's SaaS services (the "Service").
Acceptance. Your acceptance of this Agreement indicates your agreement to comply with our Terms of Service and related policies regarding your use of the Service. You agree with and are deemed to have accepted this Agreement on by and upon (a) submission of your SaaS Services Order Form order, (b) your use of the Service, or (c) your electronic or written acceptance, the earliest of which shall be deemed the "Effective Date." Upon acceptance, the terms and conditions in this Agreement are legally binding on you and any other users of the Service. This Agreement includes the terms and conditions set forth below as well as the other policies and materials communicated by Company on Company's website, app, or other written communication, all of which are incorporated herein by reference. The current version of this Agreement shall be available for your review at https://goflow.com/terms.
1.1 — Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services.
1.2 — Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice.
1.3 — Service Changes. Subject to applicable law, we reserve the right to change, rearrange, add, delete or otherwise modify the Service at any time, with or without prior notice to you, including changing, rearranging or otherwise modifying any other features, products and services that we offer to you as part of the Service. Company or its suppliers may, without notice or liability, restrict the use of any Services or limit its time of availability in order to perform maintenance activities and to maintain security. Not all services may be available in all areas.
2.1 — Customer will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); show or share the Software or access to the Software or Services with any third party except as necessary for Customer's own business purposes; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, nontransferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
2.2 — Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.3 — Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or is alleged to be) in violation of the foregoing.
2.4 — Customer shall be responsible for maintaining the security of Customer's account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
3.1 — Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Company's Proprietary Information includes information regarding features, functionality and performance of the Service. Customer's Proprietary Information includes nonpublic data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.
3.2 — Customer shall own all right, title and interest in and to Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 — Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services, and for other development, diagnostic and corrective purposes in connection with the Services and/or other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
4.1 — Customer will pay Company the then-applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email to the email address provided by Company to Customer). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
4.2 — Company may choose to bill through an invoice, in which case payment is due upon Customer's receipt of the invoice. Amounts that are unpaid after fifteen (15) days of Customer's receipt of the invoice are subject to a finance charge of 3.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
5.1 — Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
5.2 — In addition to any other remedies it may have, either part may terminate this Agreement upon thirty (30) days' notice to the other party. Notwithstanding the foregoing, in the event that Company suspects, in its sole, unreviewable discretion, that Customer is in breach of this Agreement (or the spirit thereof by acting or communicating in bad faith), Company may immediately and without notice terminate this Agreement and close Customer's account. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6.1 — Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7.1 — NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT WHERE LIABILITY IS ASSIGNED BY LAW, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE SIX MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE FOLLOWING IS A BINDING ARBITRATION CLAUSE THAT REQUIRES THAT DISPUTES BE RESOLVED BY ARBITRATION RATHER THAN BY CIVIL SUIT (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT):
8.1 — Except for action seeking a temporary restraining order or preliminary injunction pending appointment of an arbitrator, or suit to compel compliance with this dispute-resolution process, or filing a small-claims action described in 8.5 below, the parties agree that any controversy or claim arising out of or relating to this contract, or the breach thereof, or from any equipment, products and services Customer receives from Company, or from any efforts by Company to collect amounts due for products or services, which controversy or claim cannot be resolved by and between the parties by means of good-faith negotiations, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
8.2 — THE PARTIES UNDERSTAND THAT BY THIS AGREEMENT THEY ARE AGREEING TO GIVE UP THEIR RIGHTS TO HAVE DISPUTES HEARD IN COURT OR IN FRONT OF A JURY. The parties further agree that this Agreement does not permit a class arbitration, even if the procedures or rules of the American Arbitration Association (or other dispute-resolution organization or body) would otherwise permit it. NO CLASS ACTION OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY OR PRAYERS FOR RELIEF MAY BE MAINTAINED IN ANY ARBITRATION OR OTHER PROCEEDING UNDER THIS AGREEMENT.
8.3 — If either you or we seek arbitration under this agreement, the party seeking arbitration must first notify the other party of the dispute in writing at least 30 days in advance of initiating the arbitration. The notice must describe the nature of the claim and the relief being sought.
8.4 — Each party shall bear its own costs of these procedures. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include reasonable search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrator.
8.5 — If the amount in controversy does not exceed five thousand dollars ($5,000.00) or the jurisdictional limit for small-claims court in the jurisdiction in which service is provided (whichever is less), the dispute may be submitted to small-claims court in the jurisdiction in which service is provided for resolution in accordance with its rules and procedures.
9.1 — If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
9.2 — This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.
9.3 — This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
9.4 — No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
9.5 — In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
9.6 — All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
9.7 — This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions.
9.8 — Company reserves the right to change this Agreement at any time. From time to time, Company will make revisions to this Agreement and to the policies relating to the Service, including revisions to the provisions that govern the way that Company and Customer resolve disputes. Company will provide notice of any material revisions by updating this Agreement. Customer agrees to review these Terms and Conditions periodically to review revisions. Revisions to the terms and conditions shall be effective on the date posted or as otherwise specified in the Agreement or Company's notice. By continuing to use the Service after notice or posted revision to this Agreement, Customer accepts the revision and agrees to abide by it and waives its right to terminate.