Flowwy Terms Of Service
(Last updated 3/6/2018)
Thank you for choosing Flowwy. This is an agreement between you (if signing as an individual or the legal entity you represent) (“you,” or “Subscriber,” which term shall mean the user of the Flowwy Services (as defined herein) and shall include such user’s executors, assigns, administrators and legal representatives) and Flowwy Ltd, a limited company incorporated and registered in Ireland with company number 622119 whose registered office is at Unit 3D, North Point House, North Point Business Park, New Mallow Road, T23 A2TP, Cork Ireland,(“Flowwy”, “us” or “we”) that governs your rights to use the Services identified in this Agreement. You should read the entire Agreement carefully because all of the terms are important and together create a legal agreement that, once accepted by you, applies to you. If you do not agree to these terms DO NOT SIGN UP and DO NOT USE THE SERVICES.
1.1 “Party” or “Parties” shall mean Flowwy or Subscriber or both, based on the context.
1.2 “Agreement”, “Terms”, “hereto”, “herein”, “hereby”, “hereunder” and similar expressions refer to these Terms of Service and not to any particular Article, Section or other portion hereof, and include any and every instrument supplemental or ancillary to or in implement hereof.
1.3 “Subscription Plan” shall mean the then-existing subscription plans for use of the Flowwy Services as selected by the Subscriber.
1.4 “Services” shall mean Flowwy software, content, applications and services, including services or software that allow you to make online sailing bookings, digitally enter your sailing data, track and trace, read digital documents, Web site design and hosting, and other content and services that Flowwy makes available from time to time.
1.5 “Site” mean the Web site bearing the URL www.Flowwy.net and/or any other Web sites owned and/or operated by us related to the Services.
- SCOPE OF AGREEMENT, ACCEPTANCE AND AMENDMENT
2.1 AGREEMENT TO BE BOUND
The following Agreement, together with the relevant information set out on the Web site and within the Services, including any features and services available, such as RSS feeds, podcasts, video and photographs, publications, and other materials, are subject to the Terms of Service set forth below. Please read them carefully as any of use of the Services constitutes an agreement, without acceptance, to be bound thereby by the Subscriber.
This Agreement is also subject to our Data Protection Policy.
By using the Services, you represent that you have reached the age of “majority” where you live and agree to be bound by this Agreement.
2.3 ELECTRONIC CONTRACTING
Your use of the Services under this Agreement includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH SUBSCRIPTIONS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND ANY OTHER APPLICATIONS. You shall be solely responsible to have necessary hardware and software that is required to retain electronic records that you may require.
2.4 AMENDMENT TO TERMS OF SERVICE
From time to time, Flowwy may change or amend these Terms of Service. Flowwy will notify you of such amendment, either through the user interface, in an email notification, or through other reasonable means. Your use of the Services after the date the change becomes effective will be your consent to the changed Agreement. If you do not agree to the changes, you must stop using the Services and cancel any paid Services by following the instructions set forth in this Agreement or your consent shall be deemed granted.
2.5. ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available via the Services or the Site is not accurate, complete or current. This may include statements and claims regarding our competitors, shipping information and level of our services. You acknowledge that the Services and Site are provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. You acknowledge further that any reliance on the Services and the Site is at your own risk.
2.6. ERRORS IN THE SERVICES
We do not warrant that any errors in the Services will be corrected.
2.7. MODIFICATIONS AND CHANGES TO THE SERVICES
We may modify, add to, suspend, or delete any aspect of the Services offered by us, in whole or in part, at our sole discretion at any time, with such modifications, additions or deletions being immediately effective. Such modifications, additions or deletions may include but are not limited to content and services offered, hours of availability, and equipment needed for access or use.
2.8. ACCESS TO SERVICES
Though we try to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for planned down-time for maintenance, we do not warrant that the Services will be at all times available.
We do not warrant that your computer, tablet, and/or smartphone will be able to access and/or support the Services.
2.9. RIGHT OF REFUSAL, LIMITATION, DISCONTINUATION AND TERMINATION
We reserve the right to refuse to provide access to the Services for any reason at any time in our sole and exclusive discretion. We may, in our sole and exclusive discretion, limit or cancel an Account (as defined herein) for any reason whatsoever, including but not limited to a breach or violation by the Subscriber of any of the terms or provisions of this Agreement or any published Flowwy policy or procedure; a discredit of Flowwy by a Subscriber; misrepresentation of Flowwy by making claims contrary to Flowwy literature; ethical or legal violations that may cause Flowwy to suffer damages; or any other reason whatsoever, in the sole discretion of Flowwy.
In the event that we make a change to or cancel an Account, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time your Account was created; however, the failure to do so shall not result in any liability, including liability for lost data deleted as a result of the Account termination. In the event we terminate your Account, you shall no longer be eligible to be a Flowwy Subscriber at any time in the future, unless permission is granted to you, in writing, by us, in our sole and exclusive discretion.
In addition, although the Services are intended to be accessible worldwide, the Services may not be available to all persons in all geographic locations or jurisdictions. Flowwy reserves the right to limit the availability of the Services to any person, geographic area or jurisdiction it so desires, in our sole discretion, and to limit the quantities of any such product or service that it provides. Any offer for any product or service made via the Services is void where prohibited by law.
2.10. PROHIBITED USES OF THE SERVICES
In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Services: (a) for any unlawful purpose; (b) to solicit third parties to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose(s) of the Services; (c) to violate any international, governmental, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Services. We reserve the right to terminate your use of the Services for violating any of the prohibited uses or for any other reason in our sole and exclusive decision.
- GOOD CONTRACTING PRACTICES
In addition to those restrictions set forth in Section 2.10 and elsewhere in this Agreement, you must not use the Services provided by Flowwy for any of the following:
- a) Use the Services to harm, threaten, or harass another person, organization, etc.;
- b) Damage, disable, overburden, or impair the Services (or any network or authorized device connected to the Services);
- c) Assign, resell, or redistribute any part of the Services or access to the Services, including the sale or purchase of an Account;
- d) Fail to provide accurate and correct information at the time of registration or signing up for a new Account;
- e) Share your account username and password or otherwise authorize a third-party to access or use the Services on your behalf without prior approval from Flowwy;
- f) Enable or use any unauthorized third-party applications to access the Services unless the same has been authorized or otherwise provided by Flowwy;
- g) Use the Services or any content on the Services for commercial purposes (except for Subscribers who purchase agency or business plans);
- h) Use or attempt to use any unauthorized means to modify, reroute, or gain access to the Services;
- i) Use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Flowwy) to access or use the Services, or to copy or scrape or erase data from the Services;
- j) Obtain (or try to obtain) any data from the Services or related hardware, except the data that Flowwy intend to make available to you; or use the Services or related hardware to design, develop, or update unauthorized software or software application;
- k) Use unauthorized software or hardware to access the Services or modify an authorized device in any unauthorized way (e.g., through unauthorized repairs, unauthorized upgrades, or unauthorized downloads). You agree that we have the right to send data, applications or other content to any software or hardware that you are using to access the Services for the purpose of detecting an unauthorized modification and/or disabling the modified device; or
- l) Except to the extent expressly permitted by applicable law notwithstanding this prohibition attempt to disassemble, decompile, create derivative works of, reverse engineer, modify, further sublicense, rent, distribute, or use for other purposes the Services, or other content available or accessible through the Services, or any hardware associated with the Services or with an authorized device. If you do, Flowwy may cancel your account and your ability to access the Services, and pursue other legal remedies.
Flowwy may take any legal action that deem appropriate against users who violate our systems or network security, this Agreement or any additional terms incorporated or referenced in it. Such users may also incur criminal or civil liability.
- YOUR ACCOUNT, SUBSCRIPTIONS AND LICENSE
4.1 ACCOUNT REGISTRATION
As a registered user of Flowwy’s Service, you may establish an account (an “Account”). You should not reveal your Account information to any third party, and you accept that you shall be solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account, and agree to immediately notify Flowwy of any security breach of your Account. Flowwy shall not be responsible for any losses arising out of the unauthorized use of your Account.
You agree to provide accurate and complete information when you register with, and as you use, the Services, and you agree to update your registration data to keep it accurate and complete. You agree and acknowledge that all information for setup and use must be provided and kept current through your Account profile. No other methods of modifying your data shall be accepted, even if acknowledged by Flowwy.
You agree that Flowwy may store and use the registration data you provide for use in maintaining and billing fees to your Account and as otherwise may be set forth in our Data Protection Policy.
Should Flowwy suspect that such registration data information is untrue, inaccurate, not current or incomplete, Flowwy reserves the right to suspend or terminate your use of the Services.
4.2 RIGHT TO MONITOR
We shall have the right (but not the obligation) to monitor your Account and all activity related thereto in our sole and exclusive discretion. We may terminate your use of the Flowwy Services if Flowwy in good faith determines to be illegal, harmful, offensive, creating liability for Flowwy or its service providers, or otherwise in violation of this agreement or Flowwy’s acceptable use or operating policies or those of any third-party service provider.
4.3 CONTENT & SUBMISSIONS
Should you submit, display, publish or otherwise post any content to the Services, including but not limited to communications and the sharing of cargo information with other Account holders, (“Submissions,”) you agree to grant to us and our partners and affiliates a limited, non-exclusive, sub-licensable, transferable, worldwide, fully-paid, royalty-free license to use, modify, reproduce, and distribute such Submissions in any and all media now known or hereinafter developed for the purposes of providing the Services, hosting, indexing, and caching, and for all other lawful purposes without the requirement to make payment to or seek permission from you or to any third party.
You represent and warrant that you own or have a valid license to use any and all Submissions and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any Submissions does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity.
4.4 SUBSCRIPTION PLANS
The use of the Flowwy Services is subject to purchase of a “Subscription Plan” and payment of prescribed subscription fees as are set forth on the Site and at the time of sale for the same.
Flowwy grants you a non-exclusive right to access and use Flowwy Services subject to the terms and conditions set forth in this Agreement and any such limitations as may be imposed upon you based on your Subscription Plan.
4.6 GRANT OF ACCESS & PROVISION OF INFORMATION
You agree to grant to Flowwy sufficient access to your customer Web site so that the Service may be rendered, including updating your sailing list. This may include administrator-level access. In no event shall Flowwy be responsible or accept liability for any damages that may arise from Flowwy’s access of your web site.
Furthermore, you shall give Flowwy all information that may be required to provide the Services, including but not limited to building your booking forms.
All such grants of access and provisions of information must be done exclusively via the Account settings and shall be maintained as current at all times.
4.7 SHIPPING SCHEDULING
Be advised that Flowwy does not sell sailing schedule information from shipping lines. All Sailing schedule information is requested on behalf of the customer at designated intervals and used to thereafter render the Flowwy Services requested. Flowwy accepts no liability regarding schedule information that is inaccurate, outdated, or incomplete.
4.8 CUSTOMER SERVICE
Flowwy customer service may be contacted at any time via email and our support ticketing system available at email@example.com and via your Account settings. In addition, telephonic customer support may be reached between the hours of 8 a.m. and 4 p.m. CET+1 at +353 21 6010200.
- PAYMENT, TAXES AND REFUND POLICY
5.1 PAYMENT AND TAXES
5.1.1 Subscription Fees
You agree that you will pay for the Subscription Plan chosen by you and at the billing interval selected by you (e.g. monthly or annually) for use of the Flowwy Services. Flowwy may charge your payment method for any additional amounts (including any taxes and late fees, as applicable) that may be accrued by or in connection with your Account. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING FLOWWY WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL FEES.
All fees are payable in advance and are strictly non-refundable. Fees shall be paid in the denoted currency and shall be billed to your address or where applicable your business, company or organization address as provided by you upon Account registration.
Payment shall be made via wire transfer or major credit card, and you hereby authorize Flowwy to charge your payment method and store information of your payment method in accordance with our Data Protection Policy and well as that of our payment processor, Stripe, which may be found at https://stripe.com/ie/privacy.
You payment method shall be automatically billed, in advance on a monthly or annual basis, depending on the Subscription Plan you choose.
Your total price will include the price of the Subscription Plan plus any applicable sales tax; such sales tax is based on the bill-to address and the sales tax rate in effect at the time you purchase the Subscription Plan.
5.1.2 Renewal Fees
Your Subscription Plan will renew automatically unless Flowwy terminates it or you terminate this Agreement. You must cancel your Subscription Plan before it renews in order to avoid billing of subscription fees for the renewal term.
5.1.3 Additional Fees
You undertake to information Flowwy about any and all changes to your use of shipping lines and routes a minimum of five (5) days prior the change taking effect. You agree and acknowledge that the failure to do so may result in extra charges for rushed processing of changes.
Additional fees may be charged for customized set up and integration and shall be made known to you at the time of purchase of a Subscription Plan.
5.1.4 Termination Services
If you fail to timely pay the applicable fees, Flowwy may suspend or terminate your access to either the Flowwy Services or certain features of the Flowwy Services. You agree to promptly pay Flowwy in the event of any refusal of your credit card issuer to pay any amount to Flowwy for any reason. You agree to pay all costs of collection, including legal fees and costs, on any outstanding balance. In the event you fail to pay any amount when due, Flowwy may suspend or terminate your access to the Flowwy Services.
5.1.5 Late Payment
Any amounts not paid when due are subject to an interest charge at a rate of 1.5% or the maximum rate permitted by law, whichever is less.
5.1.6 Hold Harmless
You are responsible for, and will indemnify and hold Flowwy harmless from, payment of all taxes (other than taxes based on Flowwy’s net income), fees, duties, and other governmental charges, and any related penalties and interest, arising from the payment of fees to Flowwy under this Agreement or the delivery or license of the Flowwy Services or use of the Flowwy Services or provision of any related services. You will make all payments to Flowwy free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of fees to Flowwy will be your sole responsibility, and you agree to provide Flowwy with official receipts issued by the appropriate taxing authority, or such other evidence as Flowwy may reasonably request, to establish that such taxes have been paid.
- a) If the service becomes unavailable at anytime because of technical problems or there is unreasonable delay in providing access to service, your exclusive and sole remedy is refund of the price paid without any interest.
- b) There shall be no refund for partial months of service, upgrade or unused months.
- c) Prices for all the services offered by Flowwy may change at any time, and the Services do not provide price protection or refunds in the event of a price reduction or promotional offering
- TERM AND TERMINATION
This Agreement begins and binds upon you on the day you successfully register with Flowwy and continue till the term of the Subscription Plan, ends depending upon the Subscription Plan you choose.
If you do not wish to renew your use of the Flowwy Services, you must give written notice of non-renewal no less than ninety (90) calendar days prior to the scheduled term end date. The failure to provide such notice shall obligate you to the payment of the subscription fee for the next term period.
Flowwy may terminate this Agreement at any time if you breach any of the terms and conditions set out in this Agreement without giving prior notice or at any other time in its sole and exclusive discretion as set forth in this Agreement. Should you wish to discontinue your use of the Flowwy Services or otherwise termination this Agreement, you may do so upon ninety (90) days’ written notice to Flowwy.
6.4 EFFECT OF TERMINATION
In the event of termination or expiration of this Agreement, you must immediately cease all use of the Flowwy Services and all of the licenses granted to you hereunder will terminate. Additionally, Flowwy may, at its option, block your access to the Services. The definitions and rights, duties and obligations of the parties that by their nature continue and shall survive any termination or expiration of this Agreement.
6.5 CANCELLATION BY USER
Should you wish to terminate this Agreement, you must send your notice of termination to: firstname.lastname@example.org. In the event of your termination pursuant to this Section, this Agreement will terminate at the end of then-current term. You must continue to pay all fees that come due during the remainder of this Agreement.
- INTELLECTUAL PROPERTY
7.1 INTELLECTUAL PROPERTY RIGHTS NOT WAIVED
You agree that the Flowwy Services, including but not limited to Flowwy products, graphics, user interface, software, documentation, editorial content, and the scripts and software used to implement the Flowwy Services, contains proprietary information and material that is owned by Flowwy and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Flowwy Services in compliance with this Agreement. No portion of the Flowwy Services may be reproduced in any form or by any means, except as expressly permitted in these Terms. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Flowwy Services in any manner, and you shall not exploit the Flowwy Services in any unauthorized way whatsoever, including, but not limited to, by trespass.
You may make a single print copy of any Flowwy text, photographs, images, illustrations, video clips, audio clips, and graphics, provided by us on the Site and/or via the Flowwy Services for personal, non-commercial use only, provide that you do not remove nor cause to be removed any copyright, trademarks, or other proprietary notices or visual marks or logos from such materials. You may not archive or retain any of the forgoing materials accessed on the Site or via the Flowwy Services without our express written permission. All requests for archiving, republication or retention of any part of the forgoing materials must be in writing to us and must clearly state the purpose and manner in which the forgoing materials will be used. Requests for permission to archive, retain, or republish any part of the forgoing materials may be submitted to email@example.com.
Notwithstanding any other provision of this Agreement, Flowwy and its licensors reserve the right to change, suspend, remove, or disable access to any Flowwy products, content, or other materials comprising a part of the Flowwy Services at any time without notice. In no event will Flowwy be liable for making these changes. Flowwy may also impose limits on the use of or access to certain features or portions of the Flowwy Services, in any case and without notice or liability.
All copyrights in and to the Flowwy Services (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources) and related software are owned by Flowwy and/or its licensors, who reserve all their rights in law and equity. EXCEPT FOR USE OF THE FLOWWY SERVICES AS PERMITTED IN THIS AGREEMENT THE USE OF FLOWWY SERVICES IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT AND OTHER INTELLECTUAL PROPERTY INFRINGEMENT.
Flowwy.net, Flowwy’s logo, and other Flowwy trademarks, service marks, graphics, and logos used in connection with the Flowwy Services are trademarks of Flowwy Ltd in Ireland and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Flowwy Services may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.
You may have the opportunity to provide reviews, suggestions, ideas, and feedback, (collectively, “Feedback.”) Should you so provide such Feedback you grant us sole ownership of the same, which includes, without limitation, the right for us or any third party we designate, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed. All such Feedback shall be treated as non-confidential.
If it is determined that you retain moral rights (including rights of attribution or integrity) in the content submitted by you, you hereby declare that (a) you do not require that any personally-identifying information be used in connection with the content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by us or our licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release us, and our licensees, successors and assigns, from any claims that you could otherwise assert against us by virtue of any such moral rights. You also permit any other user to access, view, store or reproduce the content for that user’s personal use.
Notwithstanding the foregoing, you acknowledge that your Feedback may contain concepts, ideas, materials, proposals, suggestions and the like relating to Flowwy or its initiatives, (your “Ideas.”) With respect to your Ideas you acknowledge that: (a) we receive numerous submissions from many parties and/or may have independently-developed and/or considered ideas similar to your Ideas, and that our review of your Ideas is not an admission of novelty, priority or originality; and (b) our use of any ideas similar to your Ideas, whether based on your Feedback or Submissions, provided to us by third parties, or independently-developed or considered by us, shall be without obligation to you.
You hereby acknowledge and agree that all information, written and oral, concerning Flowwy Services furnished from time to time to you is provided on a confidential basis. You further acknowledge and agree that you will not disclose such information, other than where such disclosure is required by law or where such information is already available to the public other than as a result of disclosure by Flowwy, to anyone other than Flowwy’s officers, directors, employees, legal counsel, accountants, or authorized agents or advisors, who will agree in writing to be bound by the provisions of this Section.
Please see our Data Protection Policy for detail on what confidential information we collect from our users, how we use such information, and with whom we share it.
- Third-Party Advertisements, Promotions, and Links
9.1 Third Party Advertisements and Promotions
We may, from time to time, run advertisements and promotions from third parties on the Site or via the Flowwy Services. Your dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Site or via the Flowwy Services.
9.2 Use of Third-Party Tools
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the Site or via the Flowwy Services is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party providers.
We may also, in the future, offer new services and/or features through the Site or via the Flowwy Services, including but not limited to the release of new tools. Such new features and/or services shall also be subject to these Terms.
9.3 Third-Party Links
Certain content, products and services available via our Site or the Flowwy Services may include materials from third parties.
Third-party links on the Flowwy Services may direct you to third-party Web sites and/or services that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy, and we do not warrant and will not have any liability or responsibility for any third-party materials or Web sites and/or services, or for any other materials, products, or services of third parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third party with whom you connect via the services. Please review carefully the third party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
- DISCLAIMER OF WARRANTIES, LIABILITY LIMITATION
10.1 FLOWWY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE FLOWWY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME FLOWWY MAY REMOVE THE FLOWWY SERVICES FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE FLOWWY SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU.
10.2 YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE FLOWWY SERVICES IS AT YOUR SOLE RISK. THE FLOWWY SERVICES AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE FLOWWY SERVICES ARE (EXCEPT AS EXPRESSLY STATED BY FLOWWY) PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
10.3 WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY-IDENTIFIABLE INFORMATION. BY utilizing THE FLOWWY SERVICES OR SITE YOU ACKNOWLEDGE AND AGREe TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR OTHERWISE Utilize THE FLOWWY SERVICES OR THE SITE.
10.4 IN NO CASE SHALL FLOWWY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE FLOWWY SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE FLOWWY SERVICEs, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, personal injury or death, property damage, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY OTHER LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE THE SERVICES OR OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE FLOWWY SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, FLOWWY’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
10.5 FLOWWY SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE FLOWWY SERVICE, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND FLOWWY HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
10.6 FLOWWY DOES NOT REPRESENT OR GUARANTEE THAT THE FLOWWY SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND FLOWWY DISCLAIMS ANY LIABILITY RELATING THERETO.
10.7 IN NO EVENT WILL THE AMOUNT you MAY RECOVER UNDER THIS AGREEMENT EXCEED £100 IN RESPECT OF ANY SINGLE EVENT OR BREACH OF THIS AGREEMENT, OR THE TOTAL FEES YOU PAID TO US IN RESPECT OF ALL SUCH EVENTS OR BREACHES OCCURRING WITHIN ANY PERIOD OF TWELVE (12) CONSECUTIVE MONTHS. THE LIMITATION SET FOR THE IN THIS SECTION 10.7 SHALL NOT APPLY TO PERSONAL INJURY OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY THE WILLFUL CONDUCT OR GROSS NEGLIGENCE OF FLOWWY.
The above limitations shall survive these Terms and inure to the benefit of us and our affiliates and respective directors, officers, employees and agents.
- WAIVER AND INDEMNITY
By using the Flowwy Services, you agree, to the extent permitted by law, to indemnify and hold Flowwy, its directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of or related to your breach of this Agreement, your use of the Flowwy Services, your use of third-party services, products, links, advertisements, and/or tools, your violations of any third-party rights, including third-party intellectual property rights, the unauthorized use of the Flowwy Services by any other person using your information, your interaction with other users, and or any action taken by Flowwy as part of its investigation of a suspected violation of this agreement or as a result of its finding or decision that a violation of this agreement has occurred. this means that you cannot sue or recover any damages from Flowwy, its directors, officers, employees, affiliates, agents, contractors, and licensors as a result of its decision to remove or refuse to process any information or content, to warn you, to suspend or terminate your access to the Flowwy service, or to take any other action during the investigation of a suspected violation or as a result of Flowwy’s conclusion that a violation of this agreement has occurred. This waiver and indemnity provision applies to all violations described in or contemplated by this agreement.
12.1 GOVERNMENT RESTRICTIONS
You may not export or re-export any of your content, Flowwy services except in compliance with the laws of the Republic of Ireland. The foregoing and all accompanying documentation are deemed to be “commercial computer software” and “commercial computer software documentation,” respectively. Any use, modification, reproduction, release, performing, displaying, or disclosing of the foregoing by any governmental organization is governed solely by the terms of this Agreement.
Without prior consent of Flowwy, you may not transfer or assign your rights granted under this Agreement, in whole or in part, except in connection with a merger, acquisition or sale of all or substantial assets to which this agreement relates. You agree to inform Flowwy of other party involved in any merger or acquisition. Flowwy may freely transfer or assign its rights under this agreement.
This Agreement shall be governed in accordance with the laws of the Republic of Ireland. All disputes under this Agreement shall be resolved by litigation in the courts of the Republic of Ireland, and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
Any and all claims and disputes arising under or relating to this Agreement and/or the Flowwy Services are to be settled by binding arbitration in the Republic of Ireland. The arbitration shall be conducted on a confidential basis pursuant to the Unictral rules of arbitration. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in the software services industry and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction. No claims and disputes arising under or relating to this provision may be brought by a user more than one (1) year after the event giving rise to the cause of action has occurred or should diligently been discovered. Notwithstanding the forgoing, the parties shall be free to bring a request for injunctive relief before a court of competent jurisdiction in the event of immediate and irreparable harm.
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.
12.9 FORCE MAJEURE
We shall not be bound to meet any obligation if prevented from doing so as a consequence of acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond the control of us, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). We shall use all reasonable efforts to notify you of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay.
12.10 AFFILIATE DISCLOSURE
We may have an affiliate relationship with third-parties and affiliates to whose products and/or services we link and promote through the Site and/or the Flowwy Services. Because of this relationship, we may earn a commission on products purchased by a user from a third-party affiliate.
Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its Terms.
12.12 Rights of Third Parties
These Terms do not give any right to any third party unless explicitly stated herein.
11.13 Relationship of the Parties
The parties are independent contractors under these Terms, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between them. Neither party has authority to enter into Terms of any kind in the name of the other party.
Except as explicitly stated otherwise, any notices shall be given by postal mail to Flowwy’s corporate address as first set forth above, and in the case of any user, to the email address you provide to us (either during the registration process or when your email address changes). Notice shall be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us upon Account registration. In such case, notice shall be deemed given three (3) calendar days after the date of mailing.