Terms of Service

General Information

Introduction

These Terms of Service (“Terms”, “Terms of Service”) govern your use of our service located at https://www.flexoworks.com/ and https://app.flexoworks.com/ operated by Flexoworks, Inc. (“Company”, “Service”, “we”, “our”, “us”) and are a legally binding agreement between you and us.

Our Privacy Policy also governs your use of our Service and explains how we collect, safeguard, process data collected from you and disclose information that results from your use of our web pages. Please read it here https://www.flexoworks.com/privacy.

Your agreement with us includes these Terms and our Privacy Policy (jointly referred to as “Agreements”). You acknowledge that you have read and understood Agreements, and agree to be bound of them.

If you do not agree with Agreements, then you must not (and you do not have our permission to) use the Service.

These Terms apply to all visitors, users and others who wish to access or use Service.

We may modify these Terms (as a whole or particular sections of these Terms, as may be applicable) in our sole discretion by posting updated version of these Terms on https://www.flexoworks.com/ or otherwise providing notice to you. All such changes shall become effective upon the posting of the revised Terms of Service on the Website or upon notice to you, as applicable.

Communications

By creating an Account on our Service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing us at hello@flexoworks.com.

Prohibited and Unauthorized Use

You will not use the Service in any way that violates the terms of the Acceptable Use (provided below) or for any purpose or in any manner that is unlawful or prohibited by this Agreement. You will not (i) directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (ii) modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by us); (iii) or remove any proprietary notices or labels.

You may not use the Service if you are legally prohibited from receiving or using the Service under the laws of the country in which you are resident or from which you access or use the Service.

The Service is not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA), so you may not use the Service where your communications would be subject to such laws. You may not use the Service in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

No Sensitive Information

YOU ACKNOWLEDGE THAT THE SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.

Customer Responsibilities

To realize the full value of the Service, your participation and effort are needed. Resources that may be required from you include a project sponsor, an executive sponsor, and a technical resource (or equivalent) responsible for integrating Flexoworks with your existing prepress, imaging, and accounting systems. Responsibilities that may be required include configuring your customers, rate cards, and job templates; setting up users and roles; uploading and validating reference data; integrating with your imager, RIP, accounting, and shipping systems; acting as internal liaison between operations, prepress, and finance; providing top-level internal goals for the use of the Service; and attending regular success review meetings.

Fees and Subscription

Free Trial

Flexoworks, Inc. may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).

You may be required to enter your billing information in order to sign up for Free Trial.

If you do enter your billing information when signing up for Free Trial, you will not be charged by Flexoworks, Inc. until Free Trial has expired. On the last day of Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

At any time and without notice, Flexoworks, Inc. reserves the right to (i) modify Terms of Service of Free Trial offer, or (ii) cancel such Free Trial offer.

If you register for a free trial, we will make the applicable Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription to the Service before the end of the free trial, all of your data in the Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.

Purchases

If you wish to purchase any product or service made available through Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

Your payment for the Purchases may be processed by third-party payment processing providers, including, but not limited to, Stripe, PayPal or other banking or payment processing service.

You acknowledge sole responsibility for and assume all risk arising from your use of any such services or resources. When a payment is processed by such third party, its respective terms and conditions shall apply. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

We may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

Fees and Subscription

Services are billed on a subscription basis (“Subscription(s)”) for a fee. You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.

The Subscription Fee will remain fixed during the initial term of your subscription unless (i) you exceed your applicable limits (see the ‘Limits’ section below), (ii) you upgrade products or base packages, (iii) you subscribe to additional features or products, or (iv) otherwise agreed to in your Order. We may also choose to decrease your fees upon written notice to you.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Flexoworks, Inc. cancels it as described in ‘Notice of Non-Renewal’.

A valid payment method, including credit card, is required to process the payment for your subscription. You shall provide Flexoworks, Inc. with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Flexoworks, Inc. to charge all Subscription fees incurred through your account to any such payment instruments.

Should automatic billing fail to occur for any reason, Flexoworks, Inc. will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription. You will have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST. If you are located in Canada, all fees are exclusive of GST, PST and HST.

Fee Changes

Flexoworks, Inc., in its sole discretion and at any time, may modify Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

Flexoworks, Inc. will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of Service after Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

Term and Renewal

Term and Renewal

Your initial subscription term will be specified in your Order, and, unless otherwise specified in Flexoworks-approved form or online subscription process by which you agree to subscribe to the Service (“Order” or “Order Form”), your subscription will automatically renew for the shorter of the subscription term, or one year.

Notice of Non-Renewal

Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice is 10 days prior to the expiration of your then-current Term.

If you decide not to renew, you may send this non-renewal notice to us via email to hello@flexoworks.com or by indicating that you do not want to renew by turning auto-renew off by accessing the billing details information in your Flexoworks account.

Early Cancellation

You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription, and you will promptly pay all unpaid fees due through the end of the Subscription term. See the ‘Notice of Non-Renewal’ section for information on how to cancel your subscription.

Termination for Cause

Either party may terminate this Agreement for cause, as to any or all Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.

We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

This Agreement may not otherwise be terminated prior to the end of the Subscription term.

Refunds

Except when required by law, paid Subscription fees are non-refundable.

Suspension

Suspension for Prohibited Acts

We may suspend any User’s access to any or all Subscription Services without notice for:

(i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, or

(ii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.

Suspension for Non-Payment

We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Services ten (10) days after such notice. We will not suspend the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Service.

Suspension for Present Harm

If your website, or use of, the Subscription Service:

• is being subjected to denial of service attacks or other disruptive activity,
• is being used to engage in denial of service attacks or other disruptive activity,
• is creating a security vulnerability for the Subscription Service or others,
• is consuming excessive bandwidth or storage, or
• is causing harm to us or others,

then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service.

We will make commercially reasonable efforts to limit the suspension to the affected portion of the Service, and each party will make reasonable efforts to promptly resolve the issues causing the suspension of the Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

Effect of Termination or Expiration

Upon termination or expiration of this Agreement, you will stop all use of the Service. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription term. Fees are otherwise non-refundable.

Customer Data

Customer’s Proprietary Rights

You own and retain all rights to all information that you submit or collect via the Service (“Customer Data”), including artwork files, job records, customer lists, rate cards, and plate production data. This Agreement does not grant us any ownership rights to Customer Data. You grant permission to us and our licensors to use the Customer Data only as necessary to provide the Service to you and as otherwise permitted by this Agreement. If you are using the Service on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

We will not use Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Service to you and only as permitted by applicable law and this Agreement.

Data Practices and Machine Learning

We may collect information about you and your Users when you interact with the Service as permitted by the Agreement.

We may use Customer Data for machine learning to support and develop features and functionality within the Service and similar products and services. You instruct us to use Customer Data for such purposes. You may opt-out of having your Customer Data used for machine learning by emailing hello@flexoworks.com.

Acceptable Use

Prohibited Email Actions

You may not use Flexoworks to send spam. Spam can be in the form of bulk email or one to one commercial emails.

Bulk email is spam when it is unsolicited. Unsolicited means the recipient has not granted verifiable permission for the message to be sent. Bulk means that the message is sent as part of a larger collection of messages that have substantively similar content. One-to-one commercial emails are spam when they violate CAN-SPAM. One-to-one commercial emails are also considered Spam if the data processed for purposes of sending that email is in scope of the General Data Protection Regulation (‘GDPR’) and you fail to provide notice to individuals and establish a lawful basis of processing.

You may not use the Service in any way (directly or indirectly) to send, transmit, handle, distribute or deliver: (i) spam in violation of the CAN-SPAM Act or any other law; (ii) email to an address obtained via Internet harvesting methods or any surreptitious methods (e.g., scraping or harvesting); (iii) email to an address that is incomplete, inaccurate and/or not updated for all applicable opt-out notifications, using best efforts and best practices in the industry; (iv) commercial electronic messages in violation of Canada’s Anti-Spam Legislation; or (v) communications in violation of the General Data Protection Regulation (GDPR).

You may not use any misleading or false names, addresses, email address, or subject line.

Email sent, or caused to be sent to or through the Service may not: (i) use or contain invalid or forged headers; (ii) use or contain invalid or non-existent domain names; (iii) employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path; (iv) use other means of deceptive addressing; (v) use a third party’s internet domain name without their consent, or be relayed from or through a third party’s equipment without the third party’s permission; (vi) contain false or misleading information in the subject line or otherwise contain false or misleading content; or (vii) use our trademark(s), tagline(s), or logo(s) without our prior written consent and only then pursuant to our trademark usage guidelines.

If you use email, we recommend that you adopt the Messaging, Malware and Mobile Anti-Abuse Working Group (M3AAWG) Sender Best Communications Practices (BCP), which were created and agreed upon with collaborative input from both volume email senders and Internet Service Providers. You will use commercially reasonable efforts to follow these practices.

You are prohibited from using the Service to email lists that are likely to result in an excessive number of unsubscribe requests or Spam complaints or notices, as determined by acceptable industry practices.

Telephone, SMS, and Message Marketing

You must comply with all laws relating to telephone marketing, including without limitation the U.S. Telephone Consumer Protection Act of 1991 (47 U.S.C. § 227), the Do-Not-Call Implementation Act of 2003, and any analogous laws applicable in your or the recipient’s jurisdiction. You must comply with all laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. If you use the Service to place telephone calls or send SMS messages, you must also comply with all applicable industry standards, including those applicable guidelines published by the CTIA and the Mobile Marketing Association. You are prohibited from using or permitting access to use the Service to make emergency calls or to provide or seek emergency services.

You understand that you are required to comply with carrier compliance obligations and penalties in addition to these terms, which may have additional restrictions and requirements.

No Disruption

You agree not to:

• use the Service in a way that impacts the normal operation, privacy, integrity or security of another’s property. Another’s property includes another’s account(s), domain name(s), URL(s), website(s), network(s), system(s), facilities, equipment, data, other information, or business operations;
• use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser (also for example, scraping or harvesting);
• use the Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Service;
• attempt to gain unauthorized access to the Service;
• access the Service using another user’s unique login credentials, including reusing or sharing unique login credentials among multiple users;
• allow any Users to access the Service from an embargoed country, or allow access to the Service to anyone included in the U.S. Commerce Department’s Denied Persons List, Entry List, the U.S. Treasury Department’s list of Specially Designated Nationals, or other similarly sanctioned individuals;
• access the Service other than through our interface;
• use the Service to gain unauthorized access to, use, monitor, make an unauthorized reference to, another’s property, unless you have the appropriate express prior consent to do so; or
• use the Service in a way that causes or may cause any Flexoworks IP addresses, Flexoworks domains, or Flexoworks customer domains to be blacklisted.

Examples of prohibited actions include (without limitation) hacking, spoofing, denial of service, mailbombing and/or sending any email that contains or transmits any virus or propagating worm(s), or any malware, whether spyware, adware or other such file or program.

These restrictions apply regardless of your intent and whether or not you act intentionally or unintentionally.

Proper Usage of the Service

You will respect the limits that apply to your use of the Service (the “Service Limits”). We may update or change these Service Limits.

In addition, and without limiting the other requirements in this agreement, you may not (directly or indirectly) use the Service with content, or in a manner that:

• is threatening, abusive, harassing, stalking, or defamatory;
• is deceptive, false, misleading or fraudulent;
• is invasive of another’s privacy or otherwise violates another’s legal rights (such as rights of privacy and publicity);
• contains vulgar, obscene, indecent or unlawful material;
• infringes a third party’s intellectual property right(s);
• publishes, posts, uploads, or otherwise distributes any software, music, videos, artwork, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so;
• uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person’s computer;
• downloads any file that you know, or reasonably should know, cannot be legally distributed in that way;
• falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded;
• restricts or inhibits any other user of the Service from using and enjoying our website and/or the Service;
• harvests or otherwise collects information about others, including e-mail addresses, without their consent;
• is legally actionable between private parties;
• is not a good faith use of the service; and/or
• is in violation of any applicable local, state, national or international law or regulation, including all export laws and regulations.

You are responsible for any user generated content or user activity on your platform or service. User generated content that violates these standards may result in termination of your use of the Service.

You will use the Service for your internal business purposes and will not: (i) willfully tamper with the security of the Service or tamper with our customer accounts; (ii) access data on the Service not intended for you; (iii) log into a server or account on the Service that you are not authorized to access; (iv) attempt to probe, scan or test the vulnerability of any Service or to breach the security or authentication measures without proper authorization; (v) willfully render any part of the Service unusable; (vi) lease, distribute, license, sell or otherwise commercially exploit the Service or make the Service available to a third party other than as contemplated in your subscription to the Service; (vii) use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (viii) provide to third parties any evaluation version of the Service without our prior written consent.

Analytics

We may use third-party Service Providers to monitor and analyze the use of our Service.

Google Analytics. Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualise and personalise the ads of its own advertising network. For more information on the privacy practices of Google, please visit the Google Privacy Terms web page: https://policies.google.com/privacy?hl=en.

Contact Us

If you have any questions about these Terms, please contact us by email at hello@flexoworks.com.