IF YOU HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT WITH FLATLY FOR THE PROVISION AND USE OF THE SERVICES (“SEPARATE AGREEMENT”), THE TERMS AND CONDITIONS OF SUCH SEPARATE AGREEMENT SHALL PREVAIL OVER ANY CONFLICTING TERMS OR CONDITIONS IN THESE TERMS.
1. The Services
1.1. Provision of the Services
The services offered by Flatly include a website – https://flatly.io (“Website”), a “software as a service” (SaaS) application made available through the Website (“Application“), and other features or content as now offered and/or may be offered in the future, in connection with the Website or the Application (collectively referred to as the “Services”). These Terms set the legally binding terms for using the Services.
Flatly shall choose, in its sole discretion, the equipment, tools, system, software and hardware to be used in order to provide You with the Services. The Services shall be provided through Flatly's servers and/or third party's external servers or cloud-based servers (as further described in Section 6 below) services used by Flatly, to be determined by Flatly in its sole discretion.
Subject to Your payment of applicable fees, support services in connection with the Services shall be provided to You from time to time by Flatly remotely via email and/or online forum, at Flatly's sole discretion. Without derogating from any provision herein, any support services provided to You by Flatly are provided "as is" and on an "as available basis" and any implementation thereof by You shall be made at your own risk and responsibility.
Flatly shall use best commercially efforts to make the Services available 24 hours a day, seven days a week, except for: (a) planned maintenance carried out by Flatly during its business hours; and (b) unplanned maintenance performed within or outside the normal business hours of Flatly, as determined by Flatly at its sole discretion, provided that Flatly has used reasonable endeavors to give You prior notice.
1.2. Eligibility to Use the Service
By using the Services, You represent that: a) You are the age of majority in Your jurisdiction; b) Your use of the Services does not violate any applicable law or regulation; c) Your use of the Services is not related to the promotion of violence, hate-group activities or terrorism; d) all required information that You submit or post in order to use the Services is accurate and You will maintain the accuracy of the information at all times. If Flatly is informed or has reason to believe that You are not eligible to use the Services or that You become ineligible, Your use may be suspended or terminated without notice and Your account may be suspended, blocked and/or deleted, at Flatly's sole discretion.
1.3. Changes in the Services
Notwithstanding anything to the contrary, Flatly reserves the right to suspend, discontinue, modify, or remove any Services offered from time to time, without prior notice, without reason or liability, and/or to offer certain services only in various versions or in selected times, based on Flatly's sole discretion.
In addition, Flatly expressly reserves the right to change the pricing of any of its Paid Plans and/or to charge You, in the future, for Services which are currently available for free. Flatly will not charge You for using the Services, before receiving Your consent, however Flatly reserves the right to terminate Your account with Flatly and/or Your use of the Services, in whole or in part, should You refuse to provide such consent and payment if and when so required.
1.4. Registration Process
In order to use certain Services you may be required to perform registration. Flatly reserves the right to decide which Services require registration or will require registration in the future. If You decide to register for the Service, You must provide certain information about Yourself to Flatly (as further elaborated below) and create an account.
In the course of the registration process You will be required to provide information regarding, but not limited to, Your full name, e-mail address, credentials to third party websites or applications from which you would like Flatly to read/write data from/to, as well as the name, telephone number and other basic information of the organization on behalf of which You are acting, and/or other information. You will also be required to update your preferred third-party cloud provider and your preferred region, where Flatly will execute the Services You subscribed for.
Registration of more than one account for the purpose of avoiding additional fees and/or any other unauthorized purpose is prohibited.
2. Free Trial; Paid Plans and Services Fees
2.1. Free Trial
Flatly may provide You with limited access to certain functionalities of the Service on a trial basis at no charge for 14 days from the date of Your registration, or such other time period as We may agree to in writing in our sole discretion (collectively Your “Free Trial”).
We reserve the right to modify, cancel and/or limit the functionalities available via the Free Trial, at our sole discretion, without notice at any time.
At the lapse of the Free Trial period, if You do not register for a Paid Plan (as defined below), we will automatically downgrade your account to a free plan, which offers limited functionality, including without limitation, access to your account settings, view and modify existing packages and create new packages. Under the free plan, You will not be able to execute jobs.
Please note that upon the end of Your Free Trial, if You do not purchase a Paid Plan (as defined below), You may lose access to all data stored on the Service, including but not limited to packages, connections, schedules, workflows, and any interfaces to third party services that Flatly may provide.
2.2. Paid Plan; Services Fees
Flatly offers several auto-renewed Paid Plans, each include a specified number of data limits, that may be used by you in each Subscription Period (as defined below) (the “Paid Plan(s)”). Unless otherwise agreed to in writing by Flatly, subscription periods are monthly and billed monthly, and shall be renewed automatically for a consecutive month each time, unless you notify us in writing that you want to terminate your subscription and cease using the Service as set forth in section 10 below (term and termination) (the “Subscription Period(s)”). Unless otherwise agreed between the parties hereto in writing, our price list, as amended from time to time, for each Paid Plans per Subscription Period is available at https://flatly.io (the “Services Fees”). Once you have entered into a Paid Plan, we will automatically charge you at the beginning of each applicable Subscription Period for the upcoming Subscription Period, unless you notify us in writing that you want to terminate your subscription and cease using the Service as set forth in section 10 below (term and termination).
You hereby authorize us (or a billing agent acting on Our behalf) to charge You the applicable Service Fees using Your credit card (unless other payment method was expressly agreed to in writing between the parties hereto).
Services Fees are non-refundable. Under each Paid Plan, You are responsible to pay all Services Fees for the entire Subscription Period - even if You terminated Your subscription and/or ceased using all or part of the Services during such Subscription Period.
The fees set forth in this Agreement are the net amount exclusive of any taxes. All taxes, duties and tariffs, including, without limitation, sales, excise, value added, use, withholding, import/export and similar charges in connection with the Services and/or these Terms shall be added and borne exclusively by You.
Your Paid Plan will remain in effect until it’s cancelled or terminated under these Terms. If You don’t pay for Your Paid Plan on time, We reserve the right to suspend or terminate Your account and/or any or all use of the Services. Without derogating from any relief or right Flatly may have under these Terms and/or any applicable law, unpaid fees are subject to an exceptional interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is higher, plus all expenses of collection. Unless otherwise stated, all Services Fees are stated in, and shall be paid in, US dollars.
We may revise the Services Fees at any time, or impose additional fees or charges. If You are on a Paid Plan, We will do this by providing You with at least 30 days’ notice prior to the next charge. Unless otherwise expressly agreed to in writing, any discounts applied to a certain Subscription Period do not apply to other Subscription Periods.
You may upgrade your Paid Plan at any time via your Flatly account settings page by notifying Flatly in writing. If You upgrade Your Paid Plan during a Subscription Period, You will immediately be charged according to the then-current rate of the new Paid Plan, in proportion for the remaining Subscription Period.
If You desire to downgrade Your Paid Plan level, You must provide Flatly with written notice (please provide such written notice to firstname.lastname@example.org or update your account setting on Flatly web application). The Paid Plan downgrade will take effect at Your next Subscription Period. Please note that You will not receive any refunds for payments made for Your current Subscription Period. Downgrading Your Paid Plan may cause the loss of account content, features, or capacity. Flatly disclaims liability for any such loss.
3. Right to Use the Services; Unauthorized Uses
3.1. Limited License; Permitted Uses
This license does not include any right to perform collection, aggregation, copying, duplication, display or derivative use of the Website, Application and/or any other Services nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose. You are not allowed to use any software, scripts or automated agents and Bots in a manner intended to mine data from the Website, Application and/or any other Services.
You will not (and You will not allow any third party to) (i) copy, modify, adapt, translate or otherwise create derivative works of Flatly's technology, Website, Application and any of the Services and/or the work products thereof; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of Flatly's technology, Website and/or Application and/or the work products of the Services; (iii) rent, lease, sell, assign or otherwise transfer rights in or to Flatly's technology, Website, Application and/or any of the Services; (iv) remove any proprietary notices or labels on Flatly's technology Website, Application and/or the work products thereof or placed by the Services; (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of Flatly's technology, Website, Application and/or any of the Services; (vi) access (or attempt to access) the administrative interface of the Services by any means other than through the interface that is specifically provided by Flatly in connection with the Services, unless You have been explicitly allowed to do so in a separate written agreement with Flatly; or (v) engage in any activity that interferes with or disrupts any of the Services (or the servers and networks which are connected to the Services).
You may not access the Website, Application and/or any other Services for the purpose of bringing an intellectual property infringement claim against Flatly or for the purpose of creating a product or service which may be, directly or indirectly, competitive with the Website, Application and/or any other Services.
You will comply with all applicable laws and regulations in Your use of and access to Flatly's Website, Application and/or any other Services.
3.2. Restrictions on Offensive or Illegal Use
Flatly strictly prohibits the use of the Services or any of its functionalities for offensive, illegal or harming purposes. You agree not to use the Services to create, edit, post, upload, transmit or otherwise provide any content, information and/or data that is harmful, unlawful, obscene, libelous, racist, hateful, or criminal or that violates the privacy of others or any other illegal, offensive or inappropriate content. You agree to abide by all applicable local, state, national and international laws and regulations, including but not limited to, any laws regarding the export of data or software. You are and shall remain solely responsible for all acts or omissions that occur under Your account and/or in connection with Your use of the Services, including, without limitation, in connection with the content, information and/or data that you create, edit, post, upload, transmit or otherwise provide through the Services.
Without derogating from the above, in the course of Your use of the Services You are prohibited from performing any activity that Flatly determines, in its sole discretion, to constitute network abuse.
Flatly reserves the right to remove any content, information and/or data created, edited, posted, uploaded, transmitted or otherwise provided by You which deems to be in contrast with any of the terms set forth herein, in Flatly's sole discretion, and/or to take action against user who uses the Website, Application and/or any of the Services (or any of its functionalities) for offensive, illegal or harming purposes or otherwise not in full compliance with this Terms, including, but not limited to, suspending or terminating any or all use of the Services, in any way or manner, and/or terminating Your account.
4. Customer Data
You shall own all rights, title and interest (or You shall otherwise acquire the required license or rights from any applicable third party), in and to all of the Customer Data (as defined below), and shall have the exclusive responsibility and liability for the Customer Data, including without limitation, for the legality, reliability, authenticity, integrity, accuracy, content, completeness, availability and quality of the Customer Data.
You represent and warrant that You will not create, edit, store, process, post, upload, distribute or transmit, while using the Services, or otherwise make available through the Services, any Customer Data that: (i) is unlawful, harmful, threatening, defamatory, offensive, obscene, infringing, harassing or racially or ethnically offensive; and/or (ii) facilitates or relates to illegal activity; and/or (iii) depicts sexual content; and/or (iv) promotes or relates to unlawful violence; and/or (v) is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; (vi) causes or may cause damage or injury to any person or property and/or (v) relates to any third party under the age of 13.
You shall remain exclusively responsible for all acts or omissions in connection with the Customer Data that it creates, edits, stores, processes, posts, uploads, distributes or transmits, while using the Services, or otherwise makes available through the Services. You acknowledge, represent and warrant that: (i) Flatly does not control or monitor, and is not responsible for the Customer Data that Customer makes available through the Services; (ii) Company reserves the right to remove any Customer Data which deems to be in violation with any of the terms set forth herein, at Company's sole discretion, and take any action it deems appropriate, including without limitation, disabling, suspending or terminating the use of the Services, in any way or manner; (iii) Company makes no representations or warranties as to the Customer Data, and all express, implied and statutory warranties in connection with the Customer Data, including without limitation with respect to the legality, reliability, authenticity, integrity, accuracy, content, completeness, availability and quality thereof, are all expressly disclaimed to the fullest extent permitted by law. You undertake to evaluate and bear all risks associated with the collection, storage, use, distribution of any such Customer Data and/or the provision to Company and the transmission through the Services of any such Customer Data. Under no circumstances will Company be liable in any way for any Customer Data or for any loss or damage of any kind incurred by You as a result of the use and/or distribution and/or the provision to Company and/or the transmission through the Services of any Customer Data.
You hereby declare towards Company that it has legally acquired and/or owns all right, title and interest, in and to all copies of the Customer Data and that it has the right to use, distribute, process, provide the Company and transmit through the Services such Customer Data. By using the Services, You give your consent to Company, and grant Company with a worldwide, royalty-free, and non-exclusive license, to collect such Customer Data, store such Customer Data in the Company's servers, third party's external servers or cloud services on which the Services operates, and to use such Customer Data in order to provide it with the Services.
By using the Website, Application and any of the Services, You give your consent to Flatly, and grant Flatly with a worldwide, royalty-free, and non-exclusive license, to scan any information data and/or Customer Data stored in your server/s, to collect, process and store such Customer Data in Flatly's servers and/or in third party's external servers or to cloud services used by Flatly, and the use of such Customer Data in order to provide You with the Services. You confirm and warrant that you have all the rights, power and authority to grant the above license.
For the purpose of this Section “Customer Data” shall mean, any and all data, information and/or content that You create, edit, post, process, upload, transmit or otherwise provide to Flatly through the Website, Application and any of the Services (including data, information and/or content imported and/or transferred from You by Flatly), either in the form of source code, text, image, video, link or other, posted on, transmitted through, or linked from the Services, including and without limitation, any information/data of You and/or of other third parties, including any identifying or non-identifying information related to Your clients or users or otherwise.
You must notify Flatly in advance, at your sole responsibility, of any Customer Data (including, without limitation, any personal data) which is subject to any specific or special requirements under any applicable laws and/or regulations in connection with the Services to be provided by Flatly hereunder (including, without limitation, in connection with the collection, storage and process of such Customer Data). If Flatly will not comply with such rules or regulations, it may terminate its engagement under these Terms.
5. Flatly's Proprietary Rights
Flatly owns and retains the entire title, rights and/or interest in and to its technology, Website, Application and/or any of the Services (and/or or any part thereof) and any and all intellectual property rights related and associated therewith, including any improvements, specifications, work products, updates, upgrades, error-corrections or other modifications thereof. Flatly's Website, Application and/or other Services contain technology, data, ideas, know-how, trademarks, trade secrets, inventions, copyrights and other proprietary information of Flatly and its licensors. You are not granted with any rights in or to the Website, Application and/or any of the Services. You shall have no right in the intellectual property associated or related to the Website, the Application or any other part of the Services and nothing herein should be inferred as granting such rights to You.
Without derogating from the generality of the above, it is hereby clarified that all content, codes and/or other work products generated through, produced by or otherwise related to or associated with Flatly's Website, Application and/or any of the Services, including without limitation, any scripts, codes, formulas, reports, notes, records, charts, analyses, lists and any other documents, material or work products (in any media whatsoever), shall be the sole property of Flatly and You shall not have any right in connection therewith.
6. Third Party Providers
You acknowledge that Flatly uses third party IT and/or cloud infrastructure services in order to provide the Services. You acknowledge and agree that Flatly is not and shall not be responsible for the availability, performance or security of any such external third party services or resources, and it shall not be held liable for any loss or damage (including loss of data and/or loss of profits), which may be incurred by You, as a result of the lack of availability of, the interruptions or errors in the performance of, and any other problem in those external third party services or resources, or as a result of the lack of availability of, the interruptions or errors in the performance of, and any other problem in the Services provided through such external third party services or resources.
In addition to the aforesaid, in order to provide You with the Services, Flatly may utilize, include in the Services, distribute to You and/or otherwise make available to You certain third-party software, components, cookies, clear GIF and/or libraries that are subject to open source license and/or to other third-parties license terms (“Third Party Software”).
You acknowledge and agree that Your right to use such Third-Party Software in connection with the Services is subject to and governed by the terms and conditions of the open source or third-party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between these Terms and the terms of such open source or Third Party Software license, the terms of the applicable Third Party Software license shall prevail with regard to Your use of the relevant Third Party Software. Other than the applicable Third Party Software, in no event, shall the Website, Application and/or any of the Services be deemed to be “open source” or “publicly available” software.
8. Disclaimer of Warranties; Limitation of Liability
8.1. General Disclaimer
Except as expressly and specifically provided in this Agreement, You assume the sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. THE WEBSITE, THE APPLICATION AND ANY OF THE SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHERWISE, AS WELL AS ANY WARRANTIES REGARDING SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE WEBSITE, THE APPLICATION AND THE SERVICES, ARE ALL EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. FLATLY ALSO DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE, THE APPLICATION AND/OR ANY OF THE SERVICES, OR ACCESSED THROUGH ANY LINKS ON THE WEBSITE, THE APPLICATION AND/OR ANY OF SERVICES.
Flatly does not warrant that the website, the application and/or any of the service will operate without interruption or error/bug free.
Without limiting the generality of the foregoing, Flatly makes no warranties, representations or other affirmation regarding: (a) the suitability of the Website, Application and/or any of the Services for use with third party products, or regarding the performance thereof, (b) that Your use of the Services will meet Your requirements, (c) that Your use of the Services will be uninterrupted, timely, or secure, and (d) that the usage of data provided through the Services will be accurate.
8.2. Disclaimer regarding Content
Flatly disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability or operability of information, data or content created, edited, posted, uploaded, transmitted or otherwise provided by you in the course of Your use of the Website, the Application and/or any of the Services (and/or portion of it). Flatly disclaims any responsibility for the deletion, failure to transfer, store, creating back-ups, mis-delivery, or untimely delivery of any information or content or material. Flatly disclaims any responsibility for any harm resulting from downloading or accessing any information or content or material through the Services.
8.3. Limitation of Liability
Under no circumstances shall Flatly be liable for direct, indirect, incidental, punitive, exemplary, special, consequential or exemplary damages (including loss of use, data, business or profits), resulting from any aspect of your use of the Website, the Application and/or any of the Services, including, without limitation, damages arise from use or misuse or reliance or inability to use the Website, the Application and/or any of the Services or arise of any error or bug therein, and/or damages arise from the interruption, suspension, modification, alteration, or termination of the Website, the Application and/or any of the Services - with respect to all - whether such liability arises from a claim based upon contract, tort or otherwise, and whether Flatly has been advised of the possibility of such damages. such limitation shall also apply with respect to damages incurred by reason of other services or products received through or advertised in connection with the Website, the Application and/or any of the Services or any links on the Website, as well as by reason of reliance on or use of any information or advice received through or advertised in connection with the Website, the Application and/or any of the Services or any links on the Website. These limitations shall apply to the fullest extent permitted by law.
In addition, Flatly will not be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, but not limited to, internet failure, computer equipment failures, telecommunication equipment failure, other equipment failure, electrical power failures, hosting services failure, other third parties' products or services failure, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light or air conditioning.
10. Term and Termination
These Terms are and shall remain in full force and effect as long as You make any usage of the Services (either under a Free Trial or a Paid Plan or otherwise) and/or Your account is not terminated. You may terminate your account and/or Your Free Trial or Paid Plan at any time and in Your sole discretion, with no need for justification, by (i) disabling your account on Flatly web application OR contacting Flatly in writing and requesting to disable/delete Your account, and (ii) discontinuing Your use of the Services ("Termination Notice"). If You are under a Paid Plan, any Termination Notice You provide shall be effective only as of Your next Subscription Period. We may terminate Your account and/or Your Paid Plan at any time, in whole or in part, for any reason upon providing You with fourteen (14) days’ written notice.
Upon any termination or expiration of these Terms, all licenses, and any other rights and services provided by Us to You in these Terms, shall cease immediately, and You shall immediately (i) pay all outstanding balances, and (ii) cease all use of the Services.
11. Modifications of Terms
These Terms may be modified only (a) by obtaining Our written consent in an agreement signed by an officer of Flatly; or (b) as set forth below in the immediately following paragraph.
Flatly may, from time to time, ask You to provide information regarding Your experience while using the Services, for the purpose of measuring and improving the quality of the services and the experience of its users. These feedbacks are very important to Flatly, and Flatly will appreciate any such feedback. Any and all information that you voluntarily choose to provide Flatly as feedback shall be used solely for the purpose of reviewing the feedback and improving Flatly's services.
All ideas, inventions and/or improvements (whether patentable or not) conceived or derived or result, directly or indirectly, from any feedback (written or oral) that you provide to Flatly, shall be owned exclusively by Flatly, and You shall not have any right in connection therewith. You hereby irrevocably assign to Flatly any rights that you may have or acquire in such ideas, inventions and/or improvements and You irrevocably waives any right You have or may have in the future to receive any payment, royalty or other consideration (of any kind) with respect to such ideas, inventions and/or improvements, including according to Section 134 of the Patents Law, 5727-1967 if applicable.
12.2. Use of Your Trademarks
You agree that Flatly, in its sole discretion, may use Your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and web site listings (including links to Your website) for promotional and publicity purposes.
12.3. Governing Law and Jurisdiction
Other than explicitly provided herein, this Terms shall be treated as though it was executed and performed in the State of California and shall be governed by and construed in accordance with the laws of the State of California (without regard to conflict of law principles).
Any claim that You may have in connection with these Terms must first, and before taking any other legal action, be submitted to Flatly in the form of a complaint (to: email@example.com), to enable the parties to resolve the claim in a friendly and effective manner. If the parties fail to resolve the claim in this manner in a reasonable timetable, or if any other claim or dispute in connection with these Terms arises, it shall be resolved in a cost effective manner, through binding non-appearance-based arbitration. The arbitration judgment may be entered and forced in any court of competent jurisdiction. Notwithstanding the foregoing, Flatly may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.
12.4. Entire Agreement
You may not assign any of Your rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of Flatly (that shall not be unreasonably withheld). Flatly may assign, at its sole discretion, these Terms or any of its rights and/or obligations under these Terms, to any third party, without giving prior notice and without Your consent. In any event of assignment as aforesaid, all the provisions of These Terms shall apply to the assigned party, mutatis mutandis.
Copyright & Trademark Notice
Copyright © 2022 Flatly. All Rights Reserved. The trademarks, logos and service marks displayed on the Website, Application and/or the Services are Flatly's property or the property of other third parties. You are not permitted to use these trademarks, logos and service marks without prior written consent from Flatly or such third party.