Terms of Service - flowzy.ai

These Terms of Service (“Agreement”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Flowzy Inc. (“Company,” “we,” “us,” or “our”), concerning your access to and use of the https://flowzy.ai website, as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected to it (collectively, the “Site”) and the Flowzy web-based, application, and flow integration service accessed through the Site (“Service”). We are registered in Ghent, Belgium, and have our registered office at Muizelstraat 6, 9041 Ghent, Belgium. You agree that by accessing the Site or the Service, you have read, understood, and agree to be bound by all of these Terms of Service. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND THE SERVICE, AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Service, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site or Service so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by your continued use of the Site after the date such revised Terms of Service are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

Intellectual Property Rights
(a) All the information and materials (including, without limitation, the source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics) on the Site and/or the Service, excluding Third-Party Content (collectively, the “Content”), are owned or controlled by us or licensed to us and are protected by copyright laws and various other intellectual property rights and unfair competition laws of the United States and/or Europe, international copyright laws, and international conventions. The Content is provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Service, no part of the Site and/or the Service and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever without our express prior written permission.

Provided that you are eligible to use the Site and the Service, you are granted a limited license to access and use the Site and the Service and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Service, and the Content.

(b) Third-Party Content: In addition to Flowzy Content, the Site and/or the Service may contain information and materials provided to Flowzy by third parties (collectively, “Third-Party Content”). Third-Party Content is the copyrighted work of its owner, who expressly retains all right, title, and interest in and to the Third-Party Content, including, without limitation, all intellectual property rights therein and thereto. In addition to being subject to these Terms of Service, Third-Party Content may also be subject to different and/or additional terms of use and/or privacy policies of such third parties. Please contact the appropriate third party for further information regarding any such different and/or additional terms of use applicable to Third-Party Content.

(c) All trademarks, service marks, and logos included on the Site and/or the Service (“Marks”) are the property of Flowzy or third parties, and you may not use such Marks without the express, prior written consent of Flowzy or the applicable third party.

(d) We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law, you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

Export Control
You hereby represent and warrant that (i) you understand and acknowledge that some Content or components of the Service may be subject to export, re-export, and import restrictions under applicable law, (ii) you will not use the Site, any Content, or the Service in a manner that violates the U.S. Export Administration Act of 1979 and the regulations of the U.S. Department of Commerce, and (iii) you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods.

User Representations
By using the Site or the Service, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Service; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site or the Service through automated or non-human means, whether through a bot, script, or otherwise; (6) you will not use the Site or the Service for any illegal or unauthorized purpose; (7) your use of the Site and the Service will not violate any applicable law or regulation; and (8) you are not on a list of persons barred from receiving services under U.S. laws or other applicable jurisdiction and are not a resident of a sanctioned country by the OFAC in the United States.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site and the Service (or any portion thereof).

User Registration
(a) In order to access and use all of the features of the Service, you are required to open an account with the Service.

You agree to keep your password confidential and will be responsible for all use

(b) Flowzy.ai’s Indemnification Obligations: If you are a paying subscriber to the Service, Flowzy.ai will defend you against any third-party claim brought against you alleging that the use of such paid Service as permitted hereunder infringes the European and/or United States intellectual property rights of a third party, and Flowzy.ai shall pay all costs and damages finally awarded against you by a court of competent jurisdiction as a result of any such claim; provided that you (a) promptly give written notice thereof to Flowzy.ai; (b) give Flowzy.ai sole control of the defense and settlement of the claim; and (c) provide to Flowzy.ai all reasonable assistance. The foregoing shall not apply to any claim based upon or arising from (i) any use of the Service outside the scope of these Terms of Service, (ii) User Content, or (iii) a combination of the Service with any content or other technology not provided by Flowzy.ai.

(c) User Content Responsibility: You acknowledge that you are solely responsible for the content you upload, transmit, or post on the Service or Site (“User Content”). You retain ownership of your User Content, but by uploading, transmitting, or posting it, you grant Flowzy.ai a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with the Service and Flowzy.ai’s business. You also grant each user of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display, and perform such User Content as permitted through the functionality of the Service and under these Terms of Service.

(d) Content Moderation: Flowzy.ai reserves the right, but has no obligation, to monitor, edit, or remove any User Content that, in its sole discretion, violates these Terms of Service or is otherwise objectionable. You agree that Flowzy.ai is not responsible for any User Content and that you must evaluate and bear all risks associated with the use of any User Content, including its accuracy, completeness, or usefulness.

(e) Feedback: If you provide Flowzy.ai with any suggestions, comments, or other feedback regarding the Service or Site (“Feedback”), you agree that Flowzy.ai has the right to use and disclose such Feedback for any purpose without compensation to you.

(f) No Resale of Service: You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of Flowzy.ai.

(g) Termination for Prohibited Activities: Flowzy.ai reserves the right to terminate or suspend your account and access to the Service immediately, without prior notice or liability, for any reason whatsoever, including if you engage in prohibited activities outlined in these Terms of Service.

Linked Accounts and Services

You understand that by using the Site and/or the Service, you may be exposed to links to third-party websites or services. Flowzy.ai is not responsible for the content, products, or services available on those websites or services. Your interactions with third-party websites or services, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and the third party. Flowzy.ai shall not be liable for any loss or damage of any sort incurred as a result of such dealings, and you understand that your use of third-party websites or services is at your own risk.

Site Management

Flowzy.ai reserves the right, at its sole discretion, to modify or discontinue, temporarily or permanently, the Service or Site (or any part thereof) with or without notice. You agree that Flowzy.ai shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service or Site.

Governing Law

These Terms of Service and your use of the Site are governed by and construed in accordance with the local laws of Belgium applicable to agreements made and to be entirely performed within Ghent, Belgium, without regard to its conflict of law principles.

Dispute Resolution

Any legal action or proceeding between you and Flowzy.ai related to the Site shall be settled through binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in Ghent, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Limitations of Liability

(a) Warranty Disclaimer: THE SITE, CONTENT, AND SERVICE ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND Flowzy.ai MAKES NO WARRANTY THAT THE SITE, SERVICE, OR SITE CONTENT ARE COMPLETE, SUITABLE FOR YOUR PURPOSE, RELIABLE, USEFUL, OR ACCURATE, AND ON BEHALF OF ITSELF AND ITS LICENSORS, Flowzy.ai HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY, OR OTHER WARRANTIES WITH RESPECT TO THE SITE, SITE CONTENT, AND SERVICE, OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SITE, SERVICE, AND/OR THE SITE CONTENT RESTS WITH YOU. FLOWZY.AI AND ITS SUPPLIERS WILL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY MATERIAL CONTAINED ON THE SITE OR SERVICE. FLOWZY.AI MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABILITY OF THE SITE AND OR THE SERVICE WILL BE UNINTERRUPTED, OR THAT THE SITE, SERVICE AND/OR THE SITE CONTENT WILL BE ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED.

(b) Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT FLOWZY.AI SHALL NOT BE LIABLE TO YOU FOR ANY (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF FLOWZY.AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE OR (B) AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID BY YOU TO FLOWZY.AI HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM AROSE.

Indemnification

(a) You agree to defend, indemnify, and hold Flowzy.ai harmless, including its subsidiaries, affiliates, and all of its respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these Terms of Service; (4) any breach of your representations and warranties set forth in these Terms of Service; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, Flowzy.ai reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Flowzy.ai, and you agree to cooperate, at your expense, with the defense of such claims. Flowzy.ai will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

(b) Flowzy.ai’s Indemnification Obligations: If you are a paying subscriber to the Service, Flowzy.ai will defend you against any third party claim brought against you alleging that the use of such paid Service as permitted hereunder infringes the European and/or United States intellectual property rights of a third party, and Flowzy.ai shall pay all costs and damages finally awarded against you by a court of competent jurisdiction as a result of any such claim; provided that you (a) promptly give written notice thereof to Flowzy.ai; (b) give Flowzy.ai sole control of the defense and settlement of the claim; and (c) provide to Flowzy.ai all reasonable assistance. The foregoing shall not apply to any claim based upon or arising from (i) any use of the Service outside the scope of these Terms of Service, (ii) User Content, or (iii) a combination of the Service with any content or other technology not provided by Flowzy.ai.

Your Data And Contributions (a) Your Data: Flowzy.ai will maintain certain data that you transmit to the Site and/or the Service for the purpose of managing the performance of the Site and/or the Service, as well as data relating to your use of the Site and/or the Service. Although Flowzy.ai performs regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site and/or the Service. You agree that Flowzy.ai shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against Flowzy.ai arising from any such loss or corruption of such data.

You will retain ownership of any data, information, or material originated by you that you transmit through the Service (“User Content”) – for example, User Content from your accounts with third-party services (e.g., Gmail or Dropbox) that passes through the Service. You shall be solely responsible for the accuracy, quality, content, and legality of User Content, the means by which User Content is acquired, and the transmission of User Content outside of the Service. You represent and warrant that you have all rights necessary to transmit User Content through the Service and to otherwise have User Content used as part of the Service or as otherwise contemplated herein.

(b) Your Posts: The Site and Service may include functionality that permits users to post content, images, audio files, text, logos, sample code, or other materials or works in a manner that is intended to be viewed by other users (“Your Posts”), including for reviews and in forums (e.g., Community Forums or Public Support Issues). By submitting Your Posts to the Site and/or Service, you hereby grant to Flowzy.ai a perpetual, irrevocable, royalty-free, worldwide, non-exclusive right and license, including the right to grant sublicenses to third parties, to use, reproduce, publicly display, publicly perform, prepare derivative works from and distribute Your Posts for any purpose. Flowzy.ai may exercise all copyright, publicity, and moral rights, in any media, with respect to Your Posts. In addition, you hereby irrevocably represent and warrant to Flowzy.ai that (i) you have all the necessary power, authority, right, title, and/or licenses to grant to Flowzy.ai the foregoing right and license and (ii) the posting, submission, and display by you of Your Posts on the Site or Service, and the exercise by Flowzy.ai of the foregoing license does not and will not (1) violate any applicable law or government regulation or (2) infringe any right of publicity or invade the privacy of others, or any intellectual property right of any third party, (iii) none of Your Posts (1) will constitute obscene, pornographic, indecent, profane or otherwise objectionable material, (2) are discriminatory, hateful or bigoted toward, or abusive of, any group or individual, or (3) are libelous or defamatory.

(c) Suggestions: You hereby grant to Flowzy.ai a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Site, the Service, and/or other Flowzy.ai offerings any suggestions, enhancement requests, recommendations, or other feedback provided by you to Flowzy.ai that is related to the Site and/or the Service.

(d) Aggregated and/or Anonymized Data: Notwithstanding anything to the contrary set forth herein or otherwise, Flowzy.ai will have the right to collect and analyze data and other information relating to the provision, use, or performance of the Site and/or Service and related systems and technologies (including information concerning User Content and data derived therefrom), and to aggregate and/or anonymize all such data and information. Flowzy.ai will be free at any time to: (i) use such information and data to improve and enhance Flowzy.ai’s offerings; and (ii) disclose such data in aggregate or other de-identified form in connection with its business.

Electronic Communications, Transactions, And Signatures Visiting the Site or the Service, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site and/or the Service, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

General Provisions Entire Agreement: These Terms of Service, including the Privacy Policy, constitute the entire agreement between you and Flowzy.ai regarding the Site and the Service. The failure of Flowzy.ai to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms of Service is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Service will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms of Service are governed by and construed in accordance with the laws of Ghent, Belgium without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms of Service or the Site shall be instituted exclusively in the federal courts of Belgium or the courts of Ghent. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Assignment: You may not assign your rights and obligations under these Terms of Service to any party, and any purported attempt to do so will be null and void. Flowzy.ai may freely assign its rights and obligations under these Terms of Service. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Flowzy.ai
Muizelstraat 6
9041 Ghent
Belgium
[email protected]

Effective as of February 21, 2024.