This Agreement governs your purchase and use, in any manner, of all bookkeeping services, ordered by you and accepted by FiFlow and describes the terms and conditions that apply to such purchase and use of the Services. You AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN. FiFlow reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. FiFlow may make changes or modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following FiFlow’ posting of any changes or modifications will constitute your acceptance of such changes or modifications.
Payment
As consideration for FiFlow providing the bookkeeping platform hereunder, customer agrees to pay FiFlow the aggregate monthly fee based on the bookkeeping platform & solution and the terms selected.
Provision of services
Financial Transactions
FiFlow shall not perform any financial transactions for Customer.
Financial Data
FiFlow shall disclose Customer Data to those representatives of Customer identified by Customer for such purposes and also to such Third-Party Servicers as Customer has selected. FiFlow has no liability for any collection, processing, storage, use or disclosure of Customer Data by any Third-Party Servicer or any other third party. FiFlow reserves the right to decline to share Customer Data with any third party where FiFlow believes that such sharing may expose Customer or FiFlow to excessive security, financial or reputational risk, provided however that FiFlow shall never be liable for any act or omission of any third party with respect to Customer Data or otherwise. All FiFlow facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where FiFlow stores and processes its own information of a similar type. FiFlow makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility or liability for, the quality, content, nature, veracity or reliability of any Customer Data.
Data for Integration with FiFlow Platform/API
By submitting or uploading material to the platform, you, the customer, represent and warrant that you have the necessary rights (through license, consent or permission) to submit the material. Customer further represents that neither your submission of the material nor the use of the material through the platform shall infringe or violate the rights of or your obligations to any third party nor that such submission complies with all applicable laws. You grant to FiFlow a worldwide, non-exclusive, transferable, assignable, sub-licensable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, modify, distribute, redistribute, relicense and otherwise use, make available and exploit your submitted material, in whole or in part, in any form and in any media formats and through any media channels (now known or hereafter developed). You further represent that any use of the submitted material by FiFlow will not violate any applicable laws or regulations.
Support
FiFlow agrees to provide reasonable support to Customer during FiFlow’ normal support hours. FiFlow additionally agrees to provide customer service support in the form of e-mail and telephone during FiFlow’ normal customer support hours.
Term and termination
(a) This Agreement is effective as of the Effective Date and shall automatically renew continually unless terminated; (b) FiFlow may terminate this Agreement after five (5) days’ written notice to Customer if Customer materially breaches this Agreement, including, without limitation, failure to pay, and fails to cure such breach during such five (5) day period; and (c) upon the termination of this Agreement, Customer will pay FiFlow for all Services provided to Customer by FiFlow prior to termination. Sections 2, 3, 4, 5, 9, 11, and 12 will survive termination of this Agreement.
Warranty disclaimer
Except as expressly provided in this Agreement, the Services are provided “as is,” and FiFlow expressly disclaims all warranties and conditions of any kind, express, implied, or statutory, including, without limitation, the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose. Interruption of Service: You hereby acknowledge and agree that FiFlow will not be liable for any temporary delay or interruptions of the Services. Each party acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation except those specifically set forth herein. Unless an approval process is specified herein or in a Statement, all bookkeeping services provided by FiFlow to a Customer will be deemed accepted when delivered.
Indemnity
(a) Customer Indemnity. Customer will defend FiFlow against any third-party claim, action, suit, or proceeding alleging any breach of the covenants contained in Section. Subject to Section 11, Customer shall indemnify FiFlow for all losses, damages, liabilities, and all reasonable expenses and costs incurred by FiFlow as a result of any such third-party claim, action, suit, or proceeding. (b) FiFlow’ Indemnity. FiFlow will defend Customer against any third-party claim, action, suit, or proceeding alleging any breach of the covenants contained in Section 6. Subject to Section 11, FiFlow shall indemnify Customer for all losses, damages, liabilities, and all reasonable expenses and costs incurred by Customer as a result of any such third-party claim, action, suit, or proceeding. (c) Mechanics of Indemnity. The indemnifying party’s obligations are conditioned upon the indemnified party: (i) giving the indemnifying party prompt, written notice of any claim, action, suit, or proceeding for which the indemnified party is seeking indemnity; (ii) granting control of the defense and settlement to the indemnifying party; and (iii) reasonably cooperating with the indemnifying party at the indemnifying party’s expense.
Limitation of liability
FIFLOW’S LIABILITY HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO FIFLOW DURING THE THREE (3) MONTH PERIOD BEFORE THE ACTION AROSE. FIFLOW SHALL NOT BE LIABLE FOR (A) ANY LOSS OF USE, LOSS OF DATA, OR INTERRUPTION OF BUSINESS OR (B) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF FIFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT, AND ABSENT SUCH IMITATIONS, FIFLOW WOULD NOT ENTER INTO THIS AGREEMENT.