TERMS OF SERVICE

Version 1.1

Last Modified: 04/12/2023

Introduction

These Terms of Service (the “Terms”) apply to your use of the Flow Tool Kit: Form and Table Builder application and all related apps and services (the “Services”). These Terms are effective as of the Last Modified date above.

“We” and “You”

All references to “us” and similar words such as “we” and “our” (even if not capitalized) mean Common-Unite LLC, a Missouri limited liability company. All references to “you” and similar words such as “your” (even if not capitalized) mean the individual using the Services, and if you are using the Services on behalf of a business entity, it means both you and that business.

Your Agreement to these Terms

By using the Services, you are agreeing to these Terms and the other policies referenced in these Terms. If you are using the Services on behalf of a business entity, then you represent that you are authorized to use the Services on behalf of that business and you are agreeing to these Terms and the other policies referenced in these Terms on behalf of both you and that business.

If you do not agree to these Terms, then you may not use the Services.

Use of the Services

License to Use the Services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Services solely for your internal use. Most of the Services are reserved for Customers and their authorized users (and require payment of certain fees as described below). If you are using those portions of the Services under a Customer’s subscription, then your license to use the same will be limited to the duration of that subscription (or such shorter period as requested by the Customer).

Not for Children

The Services is not designed for children. You may not use the Services if you are under 13 years old.

Prohibited Uses

You shall not directly or indirectly: (a) use the Services for any illegal purpose or in a way that would violate another contract, (b) resell or otherwise make the Services available to third parties without our express permission, (c) use the Services in any way that may harm the Services, including using bots, scrapers, harvesters, or other automated systems, (d) take any action which constitutes reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code, object code, or underlying structure or algorithms, of the Services, or (e) attempt to use the Services without our express permission after we have terminated your right to use the Services.

Modifications

We may add to, modify, suspend, or discontinue, all or parts of the Services at any time, for any reason, with or without notice to you, except as otherwise agreed to by us in writing. We will not be liable to you for any such change.

No Support

We will not have any obligation to provide any customer support with respect to your use of the Services except as otherwise agreed to by us in writing.

Privacy Policy

Our privacy policy is available at commonunite.force.com/s/privacy-policy (the “Privacy Policy”). That Privacy Policy applies to your use of the Services. By using the Services, you consent to our collection and use of your information, as described in our Privacy Policy.

Purchasing Subscriptions

Free Trials

We may offer free, promotional uses of the Services, in our sole discretion (for example, a free 30-day trial). All such uses are subject to these Terms. We may withdraw your right to use any one or more of such promotional offers at any time, for any reason, with or without notice to you.

Subscriptions

Most of the Services will only be available to customers (and their authorized users) that purchase a subscription to use the Services (a “Customer”). Except as permitted by us, the only way to purchase a subscription is to sign a subscription form with us. Unless otherwise provided on the subscription form, we will invoice you for all subscription fees and you shall pay all undisputed subscription fees within 30 days of receipt of the invoice. All subscription fees must be paid in advance, are non-cancelable, and non-refundable. All fees are exclusive of taxes and similar government assessments of every nature and form, all of which must be paid by the Customer and not us. We may charge the Customer interest at 1.5% per month for any undisputed subscription fees which are not timely paid in accordance with these Terms. We will not change a Customer’s subscription fees during the Customer’s initial subscription term, however, we may change them thereafter.

All subscriptions will have an initial term described in the subscription creation process. All subscriptions will automatically renew for successive renewal terms equal in length to the initial subscription term.

If you fail to pay any fees associated with your use of the Services (including if we are unable to successfully charge the payment information you provide to us), then we may terminate your subscription.

Additional Services

Upon request by a Customer, we may provide additional services to the Customer (for example, implementation or consulting services). All such additional services will be subject to these Terms.

Cancelling a Subscription

Customers may cancel their subscriptions at any time by providing written notice to us. All such cancellations will be effective at the end of the then-current subscription term. Even if the Customer cancels before the end of its then-current subscription term, the Customer will not be entitled to a refund for the remainder of the term. If the Customer or any of its users breach any of their obligations in these Terms (including non-payment of fees) or any agreement between us and the Customer or its users, then we may immediately terminate the Customer’s subscription by notifying the Customer.

Intellectual Property

Our Property Rights

The Services (including all design, software, code, and other content on the Services) are either owned by us, licensed to us, or likely owned by another individual or business, and may be protected by copyright, trademark, patent, trade secret, or other intellectual property laws. As between you and us, we own all the foregoing. Your use of the Services does not grant any rights to you other than the right to use the Services for their intended purpose as outlined in these Terms.

Deleting Content

Notwithstanding anything contrary in these Terms, we do not have any obligation to retain or otherwise backup your content.

Exclusions, Disclaimers, & Limitations of Liability

All references to “us” and similar words such as “we” and “our” (even if not capitalized) in this section mean us and our parents, subsidiaries, and affiliates, and the respective owners, directors, officers, managers, employees, contractors, and other representatives, of us and our parents, subsidiaries, and affiliates.

• The Services is offered on an “AS IS” and “AS AVAILABLE” basis without any representations or warranties of any kind.
• Without limitation, we do not represent or warrant that (a) the information on the Services is free from error, (b) the functionality of the Services will be uninterrupted, secure, or free of errors, (c) defects in the Services will be corrected, or (d) that the Services or the equipment the Services use are free of viruses.
• To the fullest extent permitted by law, we disclaim all representations and warranties (express, implied, and statutory), including the implied warranties of merchantability, title, fitness for a particular purpose, accuracy of data, and non-infringement, and all liability for identity theft and other misuse of your identity or content.
• We do not vet content submitted by users of the Services and we do not represent or guarantee that any such content is truthful or accurate or that you will have any right to use that content.
• We do not warrant, endorse, guarantee, or assume responsibility for, any product or service advertised or offered by a third party on the Services, or for any other websites or applications which are linked to or referenced in the Services. If you use or purchase any such products or services, or if you click on any such links, you do so at your sole risk.
• We will not be liable to you or any third party for any indirect, special, incidental, consequential, cover, or punitive damages (including lost profits or revenues, loss of data, loss of use, or costs of obtaining substitute goods or services), arising out of or in connection to the Services or your use of the Services.
• All limitations of liability in these Terms will apply regardless of whether you or the third party bases your/its claim on contract, tort, strict liability, or any other legal theory, and whether we knew or should have known about the possibility of such damages.
• All limitations of liability in these Terms will apply to the fullest extent permitted by law.
• Subject to the limitations of liability in these Terms, our liability to you or any third party will not exceed the amount you paid for the Services, or if the claim does not relate to a purchase, then $100.
• Any cause of action or claim which you may have which arises out of or in connection to the Services or your use of the Services must be brought (if at all) within one year after the cause of action or claim accrued. Otherwise, such cause of action or claim will be permanently barred.
• All the foregoing limitations will apply even if a remedy fails of its essential purpose and to the fullest extent permitted by law.

Some jurisdictions do not allow certain exclusions, disclaimers, and limitations of liability. To the extent such jurisdictions’ laws are applicable to your use of the Services, such exclusions, disclaimers, and limitations of liability, will be limited to the extent required by the applicable law.

Termination

Your Rights

You may terminate your use of the Services at any time. Even if you terminate your use of the Services, you will remain liable for any damage you caused or may later cause to us or any part of the Services.

Our Rights

We may temporarily or permanently terminate individual users’ rights to use the Services if the user breaches any obligations in these Terms. We may exercise those rights at any time, for any reason, in our sole discretion, with or without notice to you.

Survival of Terms

Even if your license to use the Services or subscription is terminated (by either party), the following provisions of these Terms will continue to apply to you and will survive such termination: (a) all provisions restricting your right to use the Services and all provisions limiting our obligations to you, (b) all provisions related to your obligation to pay us sums you owe us, (c) all provisions related to our intellectual property rights and all provisions related to your licenses of (and representations regarding) your content, (d) all provisions related to your indemnification obligations and all provisions related to arbitration, governing law, jurisdiction, and waiver of jury trials, (e) all provisions related to exclusions, disclaimers, and limitations of liability (except as limited by applicable law), (f) all provisions related to termination of your license to use the Services, and (g) all miscellaneous provisions.

Indemnification

You shall indemnify us and our parents, subsidiaries, and affiliates, and the respective owners, directors, officers, managers, employees, contractors, and other representatives, of us and our parents, subsidiaries, and affiliates (the “Protected Parties”) against all reasonable expenses including attorneys’ fees, costs, and damages of every kind (the “Losses”) arising out of any suit, claim, investigation, or proceeding, which is threatened or brought against us, related to your (a) use of the Services, (b) breach of these Terms or any other policies referenced in these Terms, (c) submission of content that violates third party rights or applicable laws, or (d) violation of applicable law. We may, at your expense, assume the exclusive control and defense of any such matter. You shall cooperate, at your expense, with our control and defense of any such matter. You shall not settle any such matter without our prior written consent.

Arbitration

If a dispute arises between you and us related to the Services, your use of the Services, or these Terms or any policies referenced in these Terms, then the dispute will be resolved by binding arbitration rather than in court (arbitration does not involve a judge or jury and court review of arbitration awards is limited). To initiate an arbitration, you must send a letter requesting arbitration and describing your claim to our registered agent on file with the Missouri Secretary of State. The arbitration proceedings will be held in Jackson County, Missouri, USA, or virtually if both you and we agree to virtual arbitration.

If this agreement to arbitrate is found not to apply to your claim, then both you and we agree that any judicial proceedings will be brought in accordance with the legal provisions below.

Notwithstanding the agreement to arbitrate above, we may assert a claim seeking injunctive or other equitable relief from any court as necessary to stop unauthorized use or abuse of the Services or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration.

CLASS ACTIONS ARE PROHIBITED: All claims, including all arbitration claims, must be brought on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations, are not allowed.

Your Responsibilities

The Customer is responsible for complying with all applicable laws and regulations.

Legal Provisions

Governing Law & Jurisdiction

Our provision of the Services, your use of the Services, and these Terms and all policies referenced in these Terms, will be governed by and construed in accordance with the laws of Missouri excluding its conflict of law principles. With respect to any dispute arising out of or related to any of the foregoing, both you and we consent to jurisdiction in, and the exclusive venue of, the state courts in Jackson County, Missouri, or when applicable in the U.S. District Court having jurisdiction over that county.

Waiver of Jury Trial

You and we each waive trial by jury in all actions, proceedings, or counterclaims brought by either party against the other on any matter arising out of or in any way connected to the Services, your use of the Services, and these Terms and all policies referenced in these Terms.

Miscellaneous

Force Majeure

We will not be liable for any delays or non-performance due to events beyond our reasonable control, including without limitation denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental actions.

Entire Agreement

These Terms, and all policies referenced in these Terms (if applicable to you), contain the entire agreement between you and us related to the Services and your use of the Services, and supersede all prior discussions and agreements (whether oral or written) by you and us related to the same.

Waiver

Any failure or delay by us to exercise any right or remedy in these Terms will not operate as a waiver of the same. Any waiver by us of a breach by you of any provision in these Terms will not operate as a waiver of any subsequent breach. Any waiver by us will not be effective unless and until it is in written form and signed by us.

Severability

Each provision in these Terms will be treated as separate and independent of the other provisions. Accordingly, if a court with competent jurisdiction declares a provision unenforceable, then the provision will be limited to the minimum extent necessary so that it remains enforceable. If such amendment is not possible, then the unenforceable provision will be deemed removed from these Terms, but the remaining provisions will remain in full force.

Assignment

You may not assign your rights or obligations in these Terms, or any policies referenced in these Terms, without our prior written consent. Any attempted assignment by you will be null and void. We may assign our rights and obligations in these Terms at any time, for any reason, with or without notice to you.

Power to Amend These Terms

We may amend these Terms any time, for any reason, with or without notice to you. Your continued use of the Services after the amended Terms are posted on the Services will constitute your agreement to the amended Terms. However, to the extent the amended Terms materially alter your rights or obligations in these Terms, the amended Terms will become effective upon the earlier of (a) your continued use of the Services with actual knowledge of the amended Terms, or (b) 30 days after the amended Terms are posted on the Services.

Contact

Unless otherwise required by these Terms or by law, you may contact us at support@common-unite.com.