Terms of Use

Privacy Statement

EFFECTIVE AS OF OCTOBER 1, 2014

Last Updated: December 4, 2014

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.

IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTINGAN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on November 1, 2014. It is effective between You and Us as of the date of You accepting this Agreement.

Table of Contents

  1. Definitions
  2. Free Trial
  3. Our Responsibilities
  4. Use of the Services and Content
  5. Non-Statflo Providers
  6. Fees and Payment for Purchased Services
  7. Proprietary Rights and Licenses
  8. Confidentiality
  9. Representations, Warranties, Exclusive Remedies and Disclaimers
  10. Mutual Indemnification
  11. Limitation of Liability
  12. Term and Termination
  13. Who You Are Contracting With, Notices, Governing Law and Jurisdiction
  14. General Provisions

1. DEFINITIONS

  • "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
  • "Agreement" means this Master Subscription Agreement.
  • "Beta Services" means Our services that are not generally available to customers.
  • "Content" means information obtained by Us from Our content licensors or publicly available sources and provided to You pursuant to an Order Form, as more fully described in the Documentation.
  • "Documentation" means Our online user guides, documentation, and help and training materials, as updated from time to time, accessible via help.statflo.com or login to the applicable Service.
  • "Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
  • "Marketplace" means an online directory, catalog or marketplace of applications that interoperate with the Services.
  • "Non-Statflo Applications" means a Web-based or offline software application that is provided by You or a third party and interoperates with a Service, including, for example, an application that is developed by or for You, is listed on a Marketplace.
  • "Order Form" means an ordering document specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
  • "Purchased Services" means Services that You or Your Affiliate purchase under an Order Form, as distinguished from those provided pursuant to a free trial.
  • "Services" means the products and services that are ordered by You under a free trial or an Order Form and made available online by Us, including associated offline components, as described in the Documentation.
  • "Services" exclude Content and Non-Statflo Applications.
  • "User" means an individual who is authorized by You to use a Service, for whom You have ordered the Service, and to whom You (or We at Your request) have supplied a user identification and password. Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.
  • "We," "Us" or "Our" means the Statflo company described in Section 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).
  • "You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
  • "Your Data" means electronic data and information submitted by or for You to the Purchased Services or collected and processed by or for You using the Purchased Services, excluding Content and Non-Statflo Applications.

2. FREE TRIAL

If You register on our website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by You for such Service(s). Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL.

NOTWITHSTANDING SECTION 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY.

Please review the User Guide during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.

3. OUR RESPONSIBILITIES

3.1. Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable Order Forms, (b) provide Our standard support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased, and (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give at least 8 hours electronic notice and which We shall schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Pacific time), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-Statflo Application, or denial of service attack.

3.2. Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by the original author of the data (for example, the wireless carrier or provider who supplied the original data files to You) (c) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (d) as You expressly permit in writing.

3.3 Our Personnel. We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.

3.4 Beta Services. From time to time, We may invite You to try Beta Services at no charge. You may accept or decline any such trial in Your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered "Services" under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

4. USE OF SERVICES AND CONTENT

4.1 Subscriptions. Unless otherwise provided in the applicable Order Form, (a) Services and Content are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.

4.2 Usage Limits. Services and Content are subject to usage limits, including, for example, the quantities specified in Order Forms. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a User's password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service or Content. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 6.2 (Invoicing and Payment).

4.3 Your Responsibilities. You will (a) be responsible for Users' compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with the Documentation and applicable laws and government regulations, and (e) comply with terms of service of Non-Statflo Applications with which You use Services or Content.

4.4 Usage Restrictions. You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to build a competitive product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law).

4.5 External-Facing Services. If You subscribe to a Service for creation and hosting of external-facing websites, You will comply with, and be responsible for Users' compliance applicable law in any use of cookies or other tracking technologies on such websites.

4.6. Removal of Content and Non-Statflo Applications. If We are required by a licensor to remove Content, or receive information that Content provided to You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such Content from Your systems. If We receive information that a Non-Statflo Application hosted on a Service by You may violate Our External-Facing Services or applicable law or third-party rights, We may so notify You and in such event You will promptly disable such Non-Statflo Application or modify the Non-Statflo Application to resolve the potential violation. If You do not take required action in accordance with the above, We may disable the applicable Content, Service and/or Non-Statflo Application until the potential violation is resolved.

5. NON-STATFLO PROVIDERS

5.1. Acquisition of Non-Statflo Products and Services. We or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-Statflo Applications and implementation and other consulting services. Any acquisition by You of such Non-Statflo products or services, and any exchange of data between You and any Non-Statflo provider, is solely between You and the applicable Non-Statflo provider. We do not warrant or support Non-Statflo Applications or other Non-Statflo products or services, whether or not they are designated by Us as "certified" or otherwise, except as specified in an Order Form.

5.2. Non-Statflo Applications and Your Data. If You install or enable a Non-Statflo Application for use with a Service, You grant Us permission to allow the provider of that Non-Statflo Application to access Your Data as required for the interoperation of that Non-Statflo Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by a Non-Statflo Application.

5.3. Integration with Non-Statflo Applications. The Services may contain features designed to interoperate with Non-Statflo Applications. To use such features, You may be required to obtain access to Non-Statflo Applications from their providers, and may be required to grant Us access to Your account(s) on the Non-Statflo Applications. If the provider of a Non-Statflo Application ceases to make the Non-Statflo Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing those Service features without entitling You to any refund, credit, or other compensation.

6. FEES AND PAYMENT FOR PURCHASED SERVICES

6.1. Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

6.2. Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due upon receipt. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

6.3. Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).

6.4. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 10 days' prior notice that Your account is overdue, in accordance with Section 13.2 (Manner of Giving Notice), before suspending services to You.

6.5. Payment Disputes. We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

6.6. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 6.6, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.6.7. Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.

7. PROPRIETARY RIGHTS AND LICENSES

7.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

7.2. License by Us to Use Content. We grant to You a worldwide, limited-term license, under Our applicable intellectual property rights and licenses, to use Content acquired by You pursuant to Order Forms, subject to those Order Forms, this Agreement and the Documentation.

7.3. License by You to Host Your Data and Applications. You grant Us and Our Affiliates a worldwide, limited term license to host, copy, transmit and display Your Data, and any Non-Statflo Applications and program code created by or for You using a Service, as necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein.

7.4. License by You to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of the Services.

8. CONFIDENTIALITY

8.1. Definition of Confidential Information. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

8.2. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party's prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate's, legal counsel's or accountant's compliance with this Section 8.2.

8.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

9. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

9.1. . Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

9.2. Our Warranties. We warrant that (a) this Agreement, the Order Forms and the Documentation accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (b) We will not materially decrease the overall security of the Purchased Services during a subscription term, (c) the Purchased Services will perform materially in accordance with the applicable Documentation, (d) subject to Section 5.3 (Integration with Non-Statflo Applications), We will not materially decrease the functionality of the Purchased Services during a subscription term, and (e) the Purchased Services and Content will not introduce Malicious Code into Your systems. For any breach of an above warranty, Your exclusive remedies are those described in Sections 12.3 (Termination) and 12.4 (Refund or Payment upon Termination).

9.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED "AS IS," EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

10. MUTUAL INDEMNIFICATION

10.1. Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Service in accordance with this Agreement infringes or misappropriates such third party's intellectual property rights (a "Claim Against You"), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Service so that it no longer infringes or misappropriates, without breaching Our warranties under Section 9.2 (Our Warranties), (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days' written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-Statflo Application or Your breach of this Agreement.

10.2. Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes or misappropriates such third party's intellectual property rights or violates applicable law (a "Claim Against Us"), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

10.3. Exclusive Remedy. This Section 10 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section 10.

11. LIMITATION OF LIABILITY

11.1 Limitation of Liability. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT FOR PURCHASED SERVICES).

11.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

12. TERM AND TERMINATION

12.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.

12.2. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per unit pricing during any automatic renewal term will be the same as that during the immediately prior term unless We have given You written notice of a pricing increase at least 60 days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter. Any such pricing increase will not exceed 7% of the pricing for the applicable Purchased Service or Content in the immediately prior subscription term, unless the pricing in the prior term was designated in the relevant Order Form as promotional or one-time.

12.3. Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

12.4. Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 12.3 (Termination), We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 12.3, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

12.5. Your Data Portability and Deletion. Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, We will make the Your Data available to You for export or download as provided in the Documentation. After that 30-day period, We will have no obligation to maintain or provide Your Data, and will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control as provided in the Documentation, unless legally prohibited.

12.6. Surviving Provisions. The Sections titled "Fees and Payment for Purchase Services," "Proprietary Rights and Licenses," "Confidentiality," "Disclaimers," "Mutual Indemnification," "Limitation of Liability," "Refund or Payment upon Termination," "Portability and Deletion of Your Data," "Who You Are Contracting With, Notices, Governing Law and Jurisdiction," and "General Provisions" will survive any termination or expiration if this Agreement.

13. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION

13.1. General. Who You are contracting with under this Agreement, who You should direct notices to under this Agreement, what law will apply in any lawsuit arising out of or in connection with this Agreement, and which courts have jurisdiction over any such lawsuit, depend on where You are domiciled.

You are contracting with:

Statflo Inc.
111 Richmond St West - Floor 5, Toronto, ON, M5H 2G4

The governing law is Ontario and Canadian controlling law.

The courts having exclusive jurisdiction are: Toronto, Ontario, Canada.

13.2. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.

13.3. Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

13.4. No Agency. For the avoidance of doubt, We are entering into this Agreement as principal and not as agent for any other Statflo company. Subject to any permitted Assignment under Section 14.4, the obligations owed by Us under this Agreement shall be owed to You solely by Us and the obligations owed by You under this Agreement shall be owed solely to Us.

14. GENERAL PROVISIONS

14.1. Export Compliance. The Services, Content, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use any Service or Content in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.

14.2. Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department at info@statflo.com.

14.3 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.14.4. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, We will refund to You any prepaid fees covering the remainder of the term of all subscriptions. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

14.5. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

14.6. Third-Party Beneficiaries. Our Content licensors shall have the benefit of Our rights and protections hereunder with respect to the applicable Content. There are no other third-party beneficiaries under this Agreement.

14.7. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

14.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

Statflo inc. ("Statflo" or the "Company") is committed to protecting the privacy of individuals who visit the Company's Web sites ("Visitors"), individuals who register to use the Services as defined below ("Customers"), and individuals who register to attend the Company's corporate events ("Attendees"). This Privacy Statement describes Statflo's privacy practices in relation to the use of the Company's Web sites and the related applications and services offered by Statflo (the "Services").

Web sites covered

This Privacy Statement covers the information practices of Web sites that link to this Privacy Statement, including: http://www.statflo.com; (collectively referred to as "Statflo's Web sites" or "the Company's Web sites").

Statflo's Web sites may contain links to other Web sites. The information practices or the content of such other Web sites is governed by the privacy statements of such other Web sites. The Company encourages you to review the privacy statements of other Web sites to understand their information practices.

Information collected

When expressing an interest in obtaining additional information about the Services or registering to use the Services, Statflo requires you to provide the Company with personal contact information, such as name, company name, address, phone number, and email address ("Required Contact Information"). When purchasing the Services, Statflo may require you to provide the Company with financial qualification and billing information, such as billing name and address, credit card number, and the number of employees within the organization that will be using the Services ("Billing Information"). Statflo may also ask you to provide additional information, such as company annual revenues, number of employees, or industry ("Optional Information"). Required Contact Information, Billing Information, and Optional Information about Customers are referred to collectively as "Data About Statflo Customers", or in the case of Attendees, "Data About Statflo Attendees".

As you navigate the Company's Web sites, Statflo may also collect information through the use of commonly-used information-gathering tools, such as cookies and Web beacons ("Web Site Navigational Information"). Web Site Navigational Information includes standard information from your Web browser (such as browser type and browser language), your Internet Protocol ("IP") address, and the actions you take on the Company's Web sites (such as the Web pages viewed and the links clicked).

Use of information

The Company uses Data About Statflo Customers to perform the services requested. For example, if you fill out a "Contact Me" Web form, the Company will use the information provided to contact you about your interest in the Services.

The Company also uses Data About Statflo Attendees to plan and host corporate events, host online forums and social networks in which event attendees may participate, and to populate online profiles for Attendees on the Company's Web sites. Additional information on the Company's privacy practices with respect to Data About Statflo Attendees may be found in additional privacy statements on the event Web sites, as the case may be.

The Company may also use Data About Statflo Customers and Data About Statflo Attendees for marketing purposes. For example, the Company may use information you provide to contact you to further discuss your interest in the Services and to send you information regarding the Company, its affiliates, and its partners, such as information about promotions or events.

Statflo uses credit card information solely to check the financial qualifications and collect payment from prospective Customers and Attendees.

Statflo uses Web Site Navigational Information to operate and improve the Company's Web sites. The Company may also use Web Site Navigational Information alone or in combination with Data About Statflo Customers and Data About Statflo Attendees to provide personalized information about the Company. For additional information about the use of Web Site Navigational Information, please click here.

Web Site Navigational Information

Cookies, Web Beacons, and IP Addresses

Statflo uses commonly-used information-gathering tools, such as cookies and Web beacons, to collect information as you navigate the Company's Web sites ("Web Site Navigational Information"). This section describes the types of Web Site Navigational Information used on the Company's Web sites and how this information may be used.

Cookies

Statflo uses cookies to make interactions with the Company's Web sites easy and meaningful. When you visit one of the Company's Web sites, Statflo's servers send a cookie to your computer. Standing alone, cookies do not personally identify you; they merely recognize your Web browser. Unless you choose to identify yourself to Statflo, either by responding to a promotional offer, opening an account, or filling out a Web form (such as a "Contact Me" or a "30 Day Free Trial" Web form), you remain anonymous to the Company.

Statflo uses cookies that are session-based and persistent-based. Session cookies exist only during one session. They disappear from your computer when you close your browser software or turn off your computer. Persistent cookies remain on your computer after you close your browser or turn off your computer. Please note that if you disable your Web browser's ability to accept cookies, you will be able to navigate the Company's Web sites, but you will not be able to successfully use the Services.

Web Beacons

Statflo uses Web beacons alone or in conjunction with cookies to compile information about Customers and Visitors' usage of the Company's Web sites and interaction with emails from the Company. Web beacons are clear electronic images that can recognize certain types of information on your computer, such as cookies, when you viewed a particular Web site tied to the Web beacon, and a description of a Web site tied to the Web beacon. For example, Statflo may place Web beacons in marketing emails that notify the Company when you click on a link in the email that directs you to one of the Company's Web sites. Statflo uses Web beacons to operate and improve the Company's Web sites and email communications.

IP Addresses

When you visit Statflo's Web sites, the Company collects your Internet Protocol ("IP") addresses to track and aggregate non-personal information. For example, Statflo uses IP addresses to monitor the regions from which Customers and Visitors navigate the Company's Web sites.

Statflo also collects IP addresses from Customers whey they log into the Services as part of the Company's "Identity Confirmation" and "IP Range Restrictions" security features.

Social Media Features

The Company's Web sites may use social media features, such as the Facebook 'like' button ("Social Media Features"). These features may collect your IP address and which page you are visiting on the Company's Web site, and may set a cookie to enable the feature to function properly. You may be given the option by such Social Media Features to post information about your activities on the Company's Web site to a profile page of yours that is provided by a third party Social Media network in order to share with others within your network. Social Media Features are either hosted by a third party or hosted directly on the Company's Web site. Your interactions with these features are governed by the privacy policy of the company providing the relevant Social Media Features.

Do Not Track

Currently, various browsers - including Internet Explorer, Firefox, and Safari - offer a "do not track" or "DNT" option that relies on a technology known as a DNT header, which sends a signal to Web sites' visited by the user about the user's browser DNT preference setting. Statflo does not currently commit to responding to browsers' DNT signals with respect to the Company's Web sites, in part, because no common industry standard for DNT has been adopted by industry groups, technology companies or regulators, including no consistent standard of interpreting user intent. Statflo takes privacy and meaningful choice seriously and will make efforts to continue to monitor developments around DNT browser technology and the implementation of a standard.

Public forums, refer a friend, and customer testimonials

Statflo may provide bulletin boards, blogs, or chat rooms on the Company's Web sites. Any personal information you choose to submit in such a forum may be read, collected, or used by others who visit these forums, and may be used to send you unsolicited messages. Statflo is not responsible for the personal information you choose to submit in these forums.

Customers and Visitors may elect to use the Company's referral program to inform friends about the Company's Web sites. When using the referral program, the Company requests the friend's name and email address. Statflo will automatically send the friend a one-time email inviting him or her to visit the Company's Web sites. Statflo does not store this information.

Statflo posts a list of Customers and testimonials on the Company's Web sites that contain information such as Customer names and titles.

Sharing of information collected

Service Providers

Statflo may share Data About Statflo Customers and Data About Statflo Attendees with the Company's contracted service providers so that these service providers can provide services on our behalf. Without limiting the foregoing, Statflo may also share Data About Statflo Customers and Data About Statflo Attendees with the Company's service providers to ensure the quality of information provided, and with third-party social networking and media Web sites, such as Facebook, for marketing and advertising on those Web sites. Unless described in this Privacy Statement, Statflo does not share, sell, rent, or trade any information with third parties for their promotional purposes.

Statflo Affiliates

The Company may share Data About Statflo Customers with other companies in order to work with them, including affiliates of the Statflo corporate group. For example, the Company may need to share Data About Statflo Customers for customer relationship management purposes.

Business Partners

From time to time, Statflo may partner with other companies to jointly offer products or services. If you purchase or specifically express interest in a jointly-offered product or service from Statflo, the Company may share Data About Statflo Customers collected in connection with your purchase or expression of interest with our joint promotion partner(s). Statflo does not control our business partners' use of the Data About Statflo Customers we collect, and their use of the information will be in accordance with their own privacy policies. If you do not wish for your information to be shared in this manner, you may opt not to purchase or specifically express interest in a jointly offered product or service.

Statflo does not share Data About Statflo Attendees with business partners unless: (1) you specifically opt in to such sharing via an event registration form; or (2) you attend a Company event and allow Statflo or any of its designees to scan your attendee badge. If you do not wish for your information to be shared in this manner, you may choose not to opt in via event registration forms and elect not to have your badge scanned at Company events. If you choose to share your information with business partners in the manners described above, your information will be subject to the business partners' respective privacy statements.

Third Parties

This Privacy Statement sets forth the information Statflo collects on the Company's Web sites and the information we share with third parties. Statflo does not authorize the collection of personal information by third parties through advertising technologies deployed on the Company's Web sites, nor do we share personal information with any third parties collected from the Company's Web sites, except as provided in this Privacy Statement. Section 4 of this Privacy Statement, Web Site Navigational Information, specifically addresses the information we collect through cookies and web beacons, and how you can control cookies through your Web browsers.

Billing

Statflo uses a third-party service provider to manage credit card processing. This service provider is not permitted to store, retain, or use Billing Information except for the sole purpose of credit card processing on the Company's behalf.

Compelled Disclosure

Statflo reserves the right to use or disclose information provided if required by law or if the Company reasonably believes that use or disclosure is necessary to protect the Company's rights and/or to comply with a judicial proceeding, court order, or legal process.

International transfer of information collected

The Company primarily stores Data About Statflo Customers and Data About Statflo Attendees in the United States. To facilitate Statflo's global operations, the Company may transfer and access such information from around the world, including from other countries in which the Company has operations. This Privacy Statement shall apply even if Statflo transfers Data About Statflo Customers or Data About Statflo Attendees to other countries.

Communications preferences

Statflo offers Visitors, Customers, and Attendees who provide contact information a means to choose how the Company uses the information provided. You may manage your receipt of marketing and non-transactional communications by clicking on the "unsubscribe" link located on the bottom of the Company's marketing emails.

Correcting and updating your information

Customers may update or change their registration information by editing their user or organization record. To update a user profile, please login to https://app.statflo.com with your Statflo username and password and click "Setup." To update an organization's information, please login to https://app.statflo.com with your Statflo username and password and select "Organization Setup." Attendees may update or change their registration information on the event's Web site after logging in. To update Billing Information or have your registration information deleted, please email support@statflo.com or call +1 844 STATFLO.

Customer Data

Statflo Customers may electronically submit data or information to the Services for hosting and processing purposes ("Customer Data"). Statflo will not review, share, distribute, or reference any such Customer Data except as provided in the Statflo Master Subscription Agreement, or as may be required by law. In accordance with the Statflo Master Subscription Agreement, Statflo may access Customer Data only for the purpose of providing the Services or preventing or addressing service or technical problems or as may be required by law.

Security

Statflo uses robust security measures to protect Data About Statflo Customers and Data About Statflo Attendees. See the Security Policy on this website for details on the measures employed.

Mobile Applications

Without limiting the generality of this Privacy Statement, in addition to information gathered through its Web sites or submitted to its Services, Statflo may obtain information through applications ("Mobile Applications") that Customers or their authorized individuals ("Users") download to, and run on, their mobile devices ("Devices"). Mobile Applications provided by Statflo may obtain information from, or access data stored on, Users' Devices to provide services related to the relevant Mobile Application. For example, a Mobile Application may: access a camera on a User's Device to enable the User to upload photographs to the Services; access the call history on a User's Device to enable the User to upload that information to the Services; access calendar information on a User's Device to enable the User to match meeting attendees with contacts submitted by the User to the Services; access the geographic location of a User's Device to enable the User to identify contacts submitted by the User to the Services who are nearby; or access contact information on a User's Device to enable the User to sync contact information between the information that is stored on the User's Device and the information that is submitted to the Services. Information obtained to provide Mobile Application services may include information obtained in preparation for anticipated updates to those services. Mobile Applications may transmit information to and from Devices to provide the Mobile Application services.

Mobile Applications may provide Statflo with information related to Users' use of the Mobile Application services, information regarding Users' computer systems, and information regarding Users' interaction with Mobile Applications, which Statflo may use to provide and improve the Mobile Application services. For example, all actions taken in a Mobile Application may be logged, along with associated information (such as the time of day when each action was taken). Statflo may also share anonymous data about these actions with third party providers of analytics services. In addition, if a User downloads a Statflo Mobile Application after clicking on a third-party mobile advertisement for the Mobile Application or for Statflo, the third-party advertiser may provide Statflo with certain information, such as the User's Device identification information, which Statflo may use to track the performance of its advertising campaigns.

Customers may configure Statflo Mobile Application services, and the information accessed or obtained by the Mobile Application on a User's Device may be affected by the Customer's configuration. In addition, if a Customer purchases more than one Service from Statflo and its affiliates, a Mobile Application may be designed to interoperate with those Services; for instance, to provide a User with access to information from any or all of those Services or to provide information from a User's Device to any or all of those Services. Information accessed or obtained by the Mobile Application on a User's Device may be accessible to the Customer and its organization, depending on the intended functionality of the Mobile Application.

In addition to Mobile Applications offered by Statflo, the Company may offer platforms for the creation of third-party Mobile Applications, including but not limited to the Statflo platform. Third parties may obtain information from, or access data stored on, Users' Devices to provide services associated with any third-party Mobile Applications that Users download, install, use, or otherwise interact with over a Statflo platform. Statflo's Mobile Applications may also contain links or integrations to other Mobile Applications provided by third parties. Third parties' use of information collected through third-party Mobile Applications is governed by the privacy statements of such third parties. The Company encourages you to review the privacy statements of third-party providers of Mobile Applications to understand their information practices.

Notices and contractual terms related to a particular Mobile Application may be found in the End User License Agreement or relevant terms of service for that application. The Company encourages you to review the End User License Agreement or relevant terms of service related to any Mobile Applications you download, install, use, or otherwise interact with to understand that Mobile Application's information practices. The Mobile Application's access to information through a User's Device does not cause that information to be "Customer Data" under Statflo's Master Subscription Agreement with the Customer or under this Privacy Statement, except as follows: To the extent that a User uses a Mobile Application to submit electronic data and information to a Customer account on our Services pursuant to the Customer's Master Subscription Agreement with Statflo (or a similar agreement that governs the Customer's subscription(s) to Statflo's Services), that information constitutes "Customer Data" as defined in such agreement, and the provisions of that agreement with respect to privacy and security of such data will apply.

Changes to this Privacy Statement

Statflo reserves the right to change this Privacy Statement. Statflo will provide notification of the material changes to this Privacy Statement through the Company's Web sites at least thirty (30) business days prior to the change taking effect.