Terms of Use

IMPORTANT

The Terms of Use and Flologic Automation’s Privacy Policy govern Your use of the Services. In addition to the Terms of Use, some Services may be subject to specific terms (“Specific Terms”) as indicated by Flologic Automation. Collectively, the Terms of Use and any Specific Terms will be further referred to as the “Terms”. In case there are any inconsistencies between these Terms of Use and the Specific Terms, the latter will prevail. If You have entered into a different agreement with Flologic Automation concerning specific Services, the terms of that agreement will supersede in case of conflict with the Terms, to the extent of the conflict.

Flologic Automation and its licensors (and their affiliates) reserve all rights not expressly granted in the Terms. Flologic Automation licensors (and their affiliates) are a third-party beneficiary of the Terms and are entitled to enforce them as third-party beneficiaries.

By using the Services, You acknowledge and agree to the Terms and that the only remedy for Your dissatisfaction with the Services is to stop using them. Although we will take reasonable steps to notify you of material changes to the Terms, Flologic Automation reserves the right to change the Services and the Terms from time to time without prior notice; by continuing to use the Services, You agree to the changes on to the Services and the Terms.

LICENSE

The Services and any “Content” (meaning any text, images, videos, audio, or software) published by or on behalf of Flologic Automation are not sold to You, they are provided by Flologic Automation under a limited, non-exclusive, non-transferable, and revocable license to use them, in accordance with the applicable Terms and, where applicable, the Flologic Automation Open Platform Activity License Agreement. They are property of Flologic Automation or licensors (and their affiliates) and Flologic Automation and its licensors (and their affiliates) retain all right, title and interest in and to the Services and Content made available by Flologic Automation.

The Services enable You to share, create, link or upload Content. You are solely responsible for any Content that You make available via the Services and for any harm resulting from it. Flologic Automation is not responsible for any public display or misuse of Your Content. When You provide Content (including without limitation by linking your Flologic Automation account with third-party services), You grant Flologic Automation a transferable, royalty-free, sub-licensable, non-exclusive, worldwide, valid for the entire duration of the rights, license to host, store, copy, distribute, assess, test, modify, publicly perform, display, create derivative works of, incorporate into other works and otherwise use the Content. Except as provided herein, Flologic Automation does not acquire any intellectual property rights over the Content you provide by accessing and using the Services. By using the Services, You may access or use Content provided by Flologic Automation, other users or third parties, including links to websites and services maintained by third parties. Flologic Automation cannot guarantee that any Content, in the Services or elsewhere, will be free of (i) material You may find objectionable or otherwise inappropriate or (ii) malware or other contaminants that may harm Your computer, mobile device, or any files therein. Flologic Automation disclaims any responsibility or liability related to Your use of such Content.

Any suggestions, ideas, comments, and other feedback regarding the Services provided by You to Flologic Automation (“Feedback”) may be used without any restriction or compensation to You.

ACCESS AND SECURITY

When You use or access the Services, You warrant that You made all necessary arrangements in order to comply with applicable laws and the Terms of Use. If You create an account to use the Services, You need to provide Flologic Automation with accurate and complete information.

You are responsible for securely storing any credentials to access and use the Services. Flologic Automation cannot and will not be liable for any loss or damage due to Your failure to comply with this security obligation. Also, Flologic Automation cannot guarantee that unauthorized third parties will not be able to circumvent Flologic Automation’s or its suppliers’ security measures. Information You provide to Flologic Automation for using the Services is handled in accordance with the Privacy Policy, if not otherwise stated in the applicable Specific Terms.

USE RESTRICTIONS

By accessing or using the Services You will not (or allow those acting on your behalf to):

• Perform or promote illegal activities;
• Defame, stalk, harass or threaten others (including spam), or organize acts of violence;
• Violate intellectual property, privacy, or other rights. Do not share Content that You do not have the right to share, claim Content that You did not create as Your own, or otherwise infringe or misappropriate Flologic Automation’s someone else’s intellectual property or other rights. Always attribute materials used or quoted by You to the original copyright owner;
• Breach Your contractual obligations;
• Share Your username and password, let anyone access Your account, or do anything that might put Your account at risk;
• Attempt to access any other user’s account;
• Reproduce, transfer, sell, resell, or otherwise misuse, gain or attempt to gain commercial benefits from any Content from our Services, unless otherwise agreed with Flologic Automation;
• Access or attempt to access, tamper with, or use areas of our systems, networks or Services which have not been made purposefully available to users by Flologic Automation;
• Degrade, break or circumvent authentication or security measures or otherwise test the vulnerability of our systems, networks or Services;
• Try to reverse engineer, decompile, alter, adapt, merge, modify, translate, develop versions or derivative works, upgrade, improve or extend, features or functionalities of any portion of the Services;
• Interfere or attempt to interfere with any user, host, or network, for example by sending a virus, overloading, spamming, or mail-bombing or use the Services to distribute malware;
• Promote or facilitate disruptive commercial messages or advertisements;
• Remove, obscure, alter or falsify any Flologic Automation proprietary markings (such as trademarks or copyright notices), the Terms or any links to the Terms, author attributions, legal notices, or other labels of the origin or source of Content;
• Challenge or assist others in challenging Flologic Automation’s trademarks, or our registration or enforcement of Flologic Automation trademarks; (ii) attempt to adopt, use, apply for, or register any trademark, service mark, logo, URL, Internet domain name, or symbol that is confusingly similar to Flologic Automation trademarks; or (iii) make any negative, false, or disparaging statements (whether written or oral) to any third-party about us or our Services;
• Impersonate or misrepresent Your affiliation with any person or entity;
• Otherwise violates the Terms or encourage or help anyone do any of the things on this list.

In its own discretion, Flologic Automation may (i) remove or modify Content that violates the Terms or (ii) suspend, disable, or terminate a user’s access to all or part of the Services.

CONFIDENTIALITY

“Confidential Information” means information that one party (or an Affiliate) discloses to the other party under these Terms, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.

The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under the Terms, while using reasonable care to keep it confidential.

Notwithstanding any provision to the contrary in the Terms, the recipient may also disclose Confidential Information to the extent required under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of a legal process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual.

FEES AND REFUNDS

Certain Services may be subject to a fee, as provided in the applicable Specific Terms. Flologic Automation reserves the right to change any fees at any time at its sole discretion. Any change will be effective immediately upon publication through the relevant Services or in their Specific Terms.

Except as described in here or as explicitly stated as part of the sign-up process for a Service or in a specific commercial arrangement, Flologic Automation has no obligation to provide refunds or vouchers for any other Services.

SYSTEM OUTAGES

Flologic Automation or its suppliers periodically schedule system downtime for the Services for maintenance and other purposes. Additionally, unplanned system outages may occur. You agree that Flologic Automation and its suppliers have no responsibility for: (a) the unavailability of the Services; (b) any loss of materials, data, transactions or any other information or materials caused by such system outages; (c) the resultant delay, miss delivery, or non-delivery of data, transactions or any other information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation, any companies or servers hosting the Services, any internet service providers, any third party, or any internet facilities and networks.

LIMITED WARRANTY

The Services are provided “AS-IS”. Neither Flologic Automation, its affiliates, licensors or suppliers, nor their officers, directors, employees, shareholders, agents or representatives (“Flologic Automation Parties”) make any express or implied representations or warranties to You or any other person or entity with respect to the Services, whether oral or written, express, implied or statutory. Without limiting the foregoing, any implied warranty or condition of merchantability or fitness for a purpose, and those arising in the course of dealing or usage of trade are expressly excluded and disclaimed. Flologic Automation does not warrant that use of the Services will be error free or uninterrupted, that errors or defects in the Services will be corrected, or that the Services functionality will meet Your requirements.

LIMITED LIABILITY

In no event will Flologic Automation Parties be liable to You or any other person or entity for any indirect, special, incidental, exemplary or consequential damages, for loss of goodwill in any way relating to the Terms or resulting from the use of or inability to use the Services of the performance or non-performance of any Services, including the failure of essential purpose, regardless if Flologic Automation has been notified You of the possibility or likelihood of such damages occurring, and whether such liability is based on contract, tort, negligence, strict liability, products liability or otherwise. To the extent permissible under applicable law, Flologic Automation Parties are not responsible for any loss or damage arising from Your failure to comply with the Terms or due to use of Your account, either with or without Your knowledge, including due to someone else using Your password, prior to You notifying Flologic Automation of unauthorized access to Your account. Nothing in the Terms limits or excludes our liability for gross negligence, for Flologic Automation’s (or Flologic Automation’s Parties’) intentional misconduct, for death or personal injury.

INDEMNIFICATION

You will indemnify, defend and hold harmless the Flologic Automation Parties against any loss, damages, fines and expenses (including attorneys’ fees and costs) arising out of or relating to any claims based on (a) Your use or attempted use of the Services in violation of the Terms; (b) Your violation of any law or rights of any third party; or (c) Content, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.

TERMINATION

You may stop using the Services at any time. Termination of Your account does not relieve You of any obligation to pay any outstanding fees (if applicable). Flologic Automation may, without prior notice to You, immediately terminate, suspend Your right to use and access the Services, or delete Your account, if: (i) Flologic Automation has reasonable suspicion of Your breach or attempted breach of these Terms; (ii) required to do so by law (for example, where the provision of the Services is, or becomes, unlawful); (iii) You fail to make timely payment for the Services (if applicable); (iv) Flologic Automation elects to discontinue the Services, in whole or in part; or (v) there has been an extended period of inactivity in Your free account.

NON-ASSIGNMENT

You may not assign or otherwise transfer these Terms or Your rights and obligations under the Terms, in whole or in part, without Flologic Automation’s written consent and any such attempt will be void. Flologic Automation may transfer its rights under these Terms to a third party, in which case these Terms will be updated and made available on the Flologic Automation website.

STATUTE OF LIMITATIONS

To the extent permitted by applicable law, any cause of action arising out of or related to the use of the Services or the Terms must be filed within 1 year after such cause of action arose. Any cause of action which is not filed within such period is permanently barred.

EXPORT CONTROL

The Services, the Content, and Your use of the Services and Content, are subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Services and Content. You agree to comply with all the laws, restrictions, and regulations.

Flologic Automation expressly forbids the access to the Services to any natural persons or companies which are listed on the list of restricted parties by the Government of United States of America, European Union and United Nations (“Export Control Regulations”). You represent and warrant that You are not listed as sanctioned party by the Export Control Regulations and that You do not access the Services on behalf of or for the benefit of a sanctioned party according to the Export Control Regulations. Flologic Automation reserves the right to suspend, at any time, the access of any individual or company if Flologic Automation finds that the respective individual or company has been listed as sanctioned party according to the Export Control Regulations, or that it accesses the Services on behalf or for the benefit of a restricted party according to the Export Control Regulations.

COMPLIANCE

If You are a business, company, or organization, then Flologic Automation may, no more than once every 12 months, upon seven 7 days’ prior notice to You, appoint its personnel or an independent third-party auditor who is obliged to maintain confidentiality to inspect Your records, systems, and facilities to verify that Your installation and use of any Service is in conformity with the Terms. Additionally, You will provide us with all records and information requested by us in order to verify that installation and use of any Services is compliant with the rights received from Flologic Automation, within 30 days of Flologic Automation’s request. If the verification discloses a non-conformity in Your use of the Services, You will immediately address the non-conformity or acquire any necessary licenses, subscriptions, and any applicable maintenance and support. If the underpaid fees (where applicable for paid Services) exceed 5% of the value of the payable Services fees, then You will also pay for our reasonable cost of conducting the audit.

COPYRIGHT INFRINGEMENT

If You believe in good faith that materials on the Services infringe Your copyright, the DMCA provides that You (or Your agent) may send us a notice requesting that the material be removed or access to it blocked.

The notice must meet the following criteria:

1. Have as subject: “Report Abuse Copyright Infringement”;
2. Include the physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
3. Include identification of the copyrighted work claimed to have been infringed (or, if multiple copyrighted works in the Services are covered by a single notification, a representative list of such works);
4. Include identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow locating the material in the Services;
5. Include the name, address, telephone number, and email address (if available) of the complaining party;
6. Include a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
7. Include a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notices must meet the then-current statutory requirements imposed by the DMCA.

Notices and counter-notices with respect to the Services can be sent via email: sales@FlologicAutomation.com.

Please consult Your legal advisor before filing a notice. Also, be aware that there can be penalties for false claims under the DMCA.

Accounts with any other content that misleads others or violates another’s intellectual property rights may be updated, suspended, disabled, or terminated by Flologic Automation in its sole discretion.

If You are concerned that someone may be using materials subject to Your intellectual property rights in an infringing way in the Services, please email us at sales@FlologicAutomation.com, and Flologic Automation will review Your complaint. Your notification must meet the criteria described above.

If Flologic Automation deems appropriate, Flologic Automation may remove the offending Content, warn the user who posted the Content, or temporarily or permanently suspend or disable the user’s account.

REPORT ABUSE

In case You identify any suspected breach of the Terms, You can submit Flologic Automation a written notification at the following e-mail address sales@flologicautomation.com.

The e-mail You submit must meet the following conditions:

1. Have as subject: “Report Abuse Terms of Use Flologic Automation Website”;
2. Include the physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
3. Include a brief description of the breaching activities (including link to the account of the person breaching the Terms and to the materials that breach the Terms, as the case may be).
4. Include the name, address, telephone number, and email address (if available) of the complaining party;
5. Include a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. Include a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If Flologic Automation deems appropriate, Flologic Automation may remove the offending content, warn the user who posted the Content, or temporarily or permanently suspend or disable the user’s account.

CHOICE OF LAW AND DISPUTE RESOLUTION

The Terms are governed by and will be interpreted in accordance with the laws of New York if You are a resident of the United States of America, Canada or Mexico or in accordance with the Dutch law if You are a resident of any other country of the world. Any and all disputes resulting out of or in relation to the Terms will be settled amicably and, if such will not be possible, the disputes will be settled, to the extent permissible under applicable law, by the courts of New York, if You are a resident of the United States of America, Canada or Mexico or in accordance by the courts of Amsterdam if You are a resident of any other country of the world.

YOU HEREBY EXPRESSLY ACKNOWLEDGE AND ACCEPT THE PROVISIONS OF THE FOLLOWING SECTIONS OF THESE TERMS: IMPORTANT; LICENSE; ACCESS AND SECURITY; USE RESTRICTIONS; CONFIDENTIALITY; FEES AND REFUNDS; SYSTEM OUTAGES; LIMITED WARRANTY; LIMITED LIABILITY; INDEMNIFICATION; TERMINATION; NON-ASSIGNMENT; STATUTE OF LIMITATIONS; EXPORT CONTROL; COMPLIANCE; COPYRIGHT INFRINGEMENT; CHOICE OF LAW AND DISPUTE RESOLUTION.