Terms of Service.
Read carefully before using FluxFina. By using the service or clicking “agree”, you agree to be bound by this agreement. If you are agreeing on behalf of an employer or other entity, you represent that you have the authority to do so.
This agreement is between ManuSoft Inc., the operator of FluxFina (“FluxFina”, “we”, or “us”), and the customer agreeing to these terms (“Customer”).
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Software-as-a-Service
This agreement provides Customer access to and usage of an Internet-based software service for creating, sending, tracking, and storing invoices, quotes, recurring billing profiles, and related business records (the “Service”), provided at fluxfina.com.
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Use of the Service
Customer-owned data
All data, logos, and documents uploaded by Customer remain the property of Customer (“Customer Data”). Customer grants FluxFina the right to host, process, display, and transmit the Customer Data solely for the purpose of performing under this agreement (for example, to render the Customer’s invoices for delivery to the recipients the Customer designates).
Contractor access
Customer may allow its employees and contractors to access the Service in compliance with this agreement. Such access must be for Customer’s sole benefit. Customer is responsible for the compliance of its contractors.
Customer responsibilities
- Keep account passwords secure and confidential.
- Be solely responsible for the Customer Data and all activity in the Customer’s account.
- Use commercially reasonable efforts to prevent unauthorized access, and notify us promptly of any suspected unauthorized access.
- Use the Service only in accordance with our documentation and applicable law, including tax and invoicing regulations in Customer’s jurisdiction.
API access
FluxFina provides access to an application programming interface (the “API”) at /api/v1/openapi.json. Subject to this agreement, FluxFina grants Customer a non-exclusive, non-transferable, terminable license to use the API solely in connection with the Service.
Customer must not use the API in a manner that violates our documentation or that adversely affects the Service for other customers. If Customer materially violates these terms, FluxFina may suspend or terminate API access on a temporary or permanent basis.
FluxFina may change or remove existing endpoints or fields in API results on at least 30 daysnotice. The API is provided on an “AS IS” and “WHEN AVAILABLE” basis.
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Disclaimer
Legal disclaimer
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Payment
The Service is currently free to use during early access. The terms in this section apply if and when paid plans are introduced.
Customer must pay all fees specified on any order, or, if no payment period is specified, within 30 days of receipt of an invoice from FluxFina. Customer is responsible for the payment of all sales, use, withholding, VAT, and other similar taxes applicable to the fees.
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Confidentiality
Definition
“Confidential Information”means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. FluxFina’s Confidential Information includes the Service’s design, layout, and pricing terms.
Protection
Recipient must use the same degree of care it uses to protect its own confidential information (in no event less than reasonable care) not to disclose or use any Confidential Information outside the scope of this agreement, and must limit access to employees and contractors who need it for purposes consistent with this agreement.
Exclusions
Confidential Information excludes information that (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to Recipient prior to disclosure without breach of any obligation owed to Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by Recipient without use of or access to the Confidential Information.
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Proprietary rights
Reservation of rights
The software, workflow processes, user interface, designs, know-how, and other technologies that make up the Service are the proprietary property of FluxFina and its licensors. All right, title, and interest remain with FluxFina. Customer may not remove or modify any proprietary markings.
Restrictions
- Customer may not sell, resell, rent, or lease the Service, or use it in a service-provider capacity for unrelated third parties.
- Customer may not use the Service to send unsolicited marketing email, to store or transmit infringing or unlawful material, or to violate third-party rights.
- Customer may not interfere with the integrity or performance of the Service, attempt unauthorized access, reverse engineer, or access the Service to build a competitive product.
Aggregate data
During and after the term of this agreement, FluxFina may use de-identified, aggregated Customer Data for purposes of operating, improving, securing, and reporting on the Service. FluxFina will not publish information that identifies Customer, Customer’s clients, or any individual.
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Term and termination
Term
This agreement remains in effect until terminated as described below.
Termination for material breach
If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a 14-day written notice-and-cure period if the breach has not been cured.
Suspension for non-payment
FluxFina may suspend or terminate the Service if any invoice from FluxFina to Customer is more than 15 days past due.
Customer Data after termination
On termination, FluxFina permanently deletes the Customer Data. Customer should use the in-app per-record exports to retain any copies it needs before terminating.
Suspension for legal reasons
FluxFina may temporarily suspend the Service or remove Customer Data if it reasonably believes that Customer has violated applicable law. FluxFina will attempt to contact Customer in advance where lawful.
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Limitation of liability
Exclusion of indirect damages
Legal disclaimer
Total liability
Legal disclaimer
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Indemnification
If a third party brings a claim against FluxFina arising out of Customer’s acts, omissions, data, or content within the Service, Customer will defend, indemnify, and hold FluxFina harmless from any damages, losses, and reasonable legal fees and costs related to the claim.
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Governing law and venue
This agreement is governed by the laws of the State of Illinois, United States, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this agreement will be brought exclusively in the federal or state courts located in Cook County, Illinois, and the parties consent to personal jurisdiction and venue in those courts. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction.
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General
Entire agreement
This agreement and any orders constitute the entire agreement between the parties regarding the Service, and supersede any prior or contemporaneous oral or written agreements regarding this subject matter. No modification is effective unless signed by both parties.
Assignment
Neither party may assign this agreement without the other’s consent, except that either party may assign this agreement, in its entirety, in connection with a merger, reorganization, or sale of substantially all its assets.
Independent contractors
The parties are independent contractors.
Enforceability and force majeure
If any term of this agreement is held invalid or unenforceable, the remaining terms remain in effect. Except for payment obligations, neither party is liable for events beyond its reasonable control.
Survival
Sections that by their nature survive termination of this agreement (including Confidentiality, Proprietary Rights, Limitation of Liability, Indemnification, and Governing Law) survive termination.
Feedback
If Customer submits ideas, suggestions, or feedback about the Service, Customer agrees those submissions are not confidential and grants FluxFina an irrevocable, unlimited, royalty-free, fully-paid license to use them for any purpose.
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Contact
Questions about these Terms can be sent to support@fluxfina.com.