Terms of Service

This Agreement for FlowMo products (the "Agreement") is made and entered into between FlowMo and the entity agreeing to these terms ("Customer"). "FlowMo" has the meaning of the contracting entity FlowMo, Inc. which is a Delaware Corporation. The Agreement consists of Part A (General Terms), Part B (Specific Terms), Part C (Definitions) any addenda (if applicable), and each Order Form, including any statements of work, and each amendment to any of the foregoing. This Agreement is effective as of the date of the last signature appearing on Customer's initial Order Form (the "Effective Date").

A. General Terms

  1. Services

    FlowMo will provide the Software and Services specified in an Order Form in accordance with this Agreement, including the SLAs, and Customer and its End Users may use the Services in accordance with Part B (Specific Terms)

  2. Customer Obligations

    1. a. Consents Customer is responsible for any consents and notices required to permit (a) Customer's use and receipt of the Services and (b) FlowMo's accessing, storing, and processing of data provided by Customer (including Customer Data, if applicable) under this Agreement and the Order Form.

    2. b. Compliance Customer will (a) ensure that Customer and its End Users' use of the Services complies with this Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized access or use of the Services, and (c) promptly notify FlowMo of any unauthorized use of, or access to, the Services of which Customer becomes aware.

    3. c. Use Restrictions Customer will not, and will not allow End Users to, (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any of the source code of the Services (except to the extent such restriction is expressly prohibited by applicable law); (b) sell, resell, sublicense, transfer, or distribute the Services; (c) access or use the Services (i) for High Risk Activities; (ii) in a manner intended to avoid incurring Fees; (iii) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (iv) in a manner that breaches, or causes the breach of, Export Control Laws; or (v) to transmit, store, or process health information subject to United States HIPAA regulations except as permitted by an executed HIPAA BAA; (d) remove any copyright notices, trademarks or other proprietary notices or restrictions from the Services; (e) provide the Services on a time sharing, hosting, service provider or other similar basis, except as part of a Customer Application for External Business Purposes; (f) provide or obtain unauthorized access to the Services, including by sharing the log-on credentials for any End User with others; (g) circumvent any technical measures in the Software or Services; (h) conduct benchmarking tests or other comparative analysis of the Services for publication or disclosure to third parties or (i) disrupt the security, integrity or performance of the Services in any way.

  3. Payment Terms

    1. a. Payment. FlowMo will invoice Customer for the Fees for the Services and TSS. Customer will pay all invoiced amounts by the Payment Due Date. Unless otherwise provided in this Agreement or required by law, Fees for Services are non-refundable. All payments are due in the currency described in the invoice. Wire transfer payments must include the bank information described in the invoice.

    2. b. Usage and Invoicing. FlowMo's measurement tools will be used to determine Customer's usage of the Services. Each invoice will include data in sufficient detail to allow Customer to validate the Services purchased and associated Fees. If Customer exceeds the number of End Users, Scope of Use, or Deployment Attributes, Customer or FlowMo will, upon becoming aware, promptly notify the other party and the parties agree to discuss in good faith the additional fees due by Customer to FlowMo for such over-deployment. The agreed upon additional fees associated with the over-deployment will be memorialized in a new Order Form.

    3. c. Additional Usage. Customer may purchase additional Deployment Attributes (including adding End Users) during an Order Term by executing an additional Order Form. Such purchase will have a pro-rated term ending on the last day of the applicable Order Term. Deployment Attributes cannot be decreased during the Order Term.

    4. d. Taxes. FlowMo will itemize any invoiced Taxes. Customer will pay invoiced Taxes unless Customer provides a valid tax exemption certificate. Customer may withhold Taxes if Customer provides a valid receipt evidencing the taxes withheld.

    5. e. Invoice Disputes. Customer must submit any invoice disputes to finance@getflowmo.com before the Payment Due Date. If the parties determine that Fees were incorrectly invoiced, then FlowMo will issue a credit equal to the agreed amount.

    6. f. Overdue Payments.

      1. i. If Customer's payment is overdue, then FlowMo may (i) charge interest on overdue amounts at 1.5% per month (or the highest rate permitted by law, if less) from the Payment Due Date until paid in full, and (ii) Suspend the Services.

      2. ii. Customer will reimburse FlowMo for all reasonable expenses (including attorneys' fees) incurred by FlowMo in collecting overdue payments except where such payments are due to FlowMo's billing inaccuracies.

    7. g. Suspension for Overdue Payment. FlowMo may Suspend the Services under Section 3(f) (Overdue Payments) only if Customer's payment is overdue for more than 14 days after the Payment Due Date. FlowMo will notify Customer at least 7 days before suspension.

    8. h. Purchase Orders. If Customer requires a purchase order number on its invoice, Customer will provide a purchase order number in the Order Form. If Customer does not provide a purchase order number, then (i) FlowMo will invoice Customer without a purchase order number, and (ii) Customer will pay invoices without a purchase order number referenced. Any terms on a purchase order are void.

  4. Intellectual Property

    1. a. Intellectual Property Rights Except as expressly described in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or Intellectual Property. As between the parties, Customer retains all Intellectual Property Rights in Customer Data and Customer Applications, and FlowMo retains all Intellectual Property Rights in the Services and Software.

    2. b. Feedback At its option, Customer may provide feedback and suggestions about the Services to FlowMo ("Feedback"). If Customer provides Feedback, then FlowMo and its Affiliates may use that Feedback without restriction and without obligation to Customer.

  5. Confidentiality

    1. a. Use and Disclosure of Confidential Information The Recipient will only use the Disclosing Party's Confidential Information to exercise its rights and fulfill its obligations under this Agreement and Order Form, and will use reasonable care to protect against the disclosure of the Disclosing Party's Confidential Information. Notwithstanding any other provision in this Agreement, the Recipient may disclose the Disclosing Party's Confidential Information (i) to its Delegates who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section 5 (Confidentiality); (ii) with the Disclosing Party's written consent; or (iii) subject to Section 5(b) (Legal Process), as strictly necessary to comply with Legal Process.

    2. b. Legal Process If the Recipient receives Legal Process for the Disclosing Party's Confidential Information, the Recipient will: (i) promptly notify the Disclosing Party prior to such disclosure unless the Recipient is legally prohibited from doing so; (ii) attempt to redirect the third party to request it from the Disclosing Party directly; (iii) comply with the Disclosing Party's reasonable requests to oppose disclosure of its Confidential Information; and (iv) use commercially reasonable efforts to object to, or limit or modify, any Legal Process that the Recipient reasonably determines is overbroad, disproportionate, incompatible with applicable law, or otherwise unlawful. To facilitate the request in (ii), the Recipient may provide the Disclosing Party's basic contact information to the third party.

  6. Marketing and Publicity

    Customer may state publicly that it is a FlowMo customer and display FlowMo Brand Features in accordance with the Trademark Guidelines. FlowMo may use Customer's name and Brand Features in online or offline promotional materials of the Services. Each party may use the other party's Brand Features only as permitted in this Agreement. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features.

  7. Representations and Warranties

    Each party represents and warrants that it (i) has full power and authority to enter into this Agreement and (ii) will comply with all laws and regulations applicable to its provision, receipt, or use of the Services, as applicable.

  8. Disclaimer

    Except as expressly provided for in this Agreement, to the fullest extent permitted by applicable law, FlowMo (i) does not make any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, noninfringement, or error-free or uninterrupted use of the Services or Software and (ii) makes no representation about content or information accessible through the Services.

  9. Indemnification

    1. a. FlowMo Indemnification Obligations. FlowMo will defend Customer and its Covered Affiliates, and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that the FlowMo Indemnified Materials used in accordance with the Agreement infringe the third party's Intellectual Property Rights.

    2. b. Customer Indemnification Obligations. Customer will defend FlowMo and its Affiliates providing the Services and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (i) any Customer Indemnified Materials or (ii) Customer's or an End User's use of the Services in breach of the AUP or the Use Restrictions.

    3. c. Indemnification Exclusions. Sections 9(a) (FlowMo Indemnification Obligations) and 9(b) (Customer Indemnification Obligations) will not apply to the extent the underlying allegation arises from (i) the indemnified party's breach of this Agreement or (ii) a combination of the FlowMo Indemnified Materials or Customer Indemnified Materials (as applicable) with materials not provided by the indemnifying party under this Agreement, unless the combination is required by this Agreement.

    4. d. Indemnification Conditions. Sections 9(a) (FlowMo Indemnification Obligations) and 9(b) (Customer Indemnification Obligations) are conditioned on the following:

      1. i. Any indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section 9(d)(1) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party's obligations under Section 9(a) (FlowMo Indemnification Obligations) or 9(b) (Customer Indemnification Obligations) (as applicable) will be reduced in proportion to the prejudice.

      2. ii. Any indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (A) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (B) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.

    5. e. Remedies.

      1. i. If FlowMo reasonably believes the Services might infringe a third party's Intellectual Property Rights, then FlowMo may, at its sole option and expense, (A) procure the right for Customer to continue using the Services, (B) modify the Services to make them non-infringing without materially reducing their functionality, or (C) replace the Services with a non-infringing, functionally equivalent alternative

      2. ii. If FlowMo does not believe the remedies in Section 9(e)(i) are commercially reasonable, then FlowMo may Suspend or terminate the impacted Services.

    6. f. Sole Rights and Obligations. Without affecting either party's termination or Suspension rights, this Section 9 (Indemnification) states the parties' sole and exclusive remedy under this Agreement for any third-party allegations of Intellectual Property Rights infringement covered by this Section 9 (Indemnification).

  10. Liability

    1. a. Limited Liabilities

      1. i. To the extent permitted by applicable law and subject to Section 10(b) (Unlimited Liabilities), neither party will have any Liability arising out of or relating to this Agreement for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill.

      2. ii. Each party's total aggregate Liability for damages arising out of or relating to this Agreement is limited to the Fees Customer paid under this Agreement during the 12 month period before the event giving rise to Liability.

    2. b. Unlimited LiabilitiesNothing in this Agreement excludes or limits either party's Liability for:

      1. i. death, personal injury, or tangible personal property damage resulting from its negligence or the negligence of its employees or agents;

      2. ii. its fraud or fraudulent misrepresentation;

      3. iii. its obligations under Section 9 (Indemnification) of Part A (General Terms);

      4. iv. its infringement of the other party's Intellectual Property Rights;

      5. v. its payment obligations under this Agreement; or

      6. vi. matters for which liability cannot be excluded or limited under applicable law.

  11. Term and Termination

    1. a. Agreement Term This Agreement is effective from the Effective Date until it is terminated in accordance with its terms (the "Term").

    2. b. Termination for Convenience Subject to any financial commitments in an Order Form or addendum to this Agreement, Customer may terminate this Agreement or an Order Form for convenience with 30 days' prior written notice to FlowMo.

    3. c. Termination for Breach

      1. i. Termination of an Order Form. Either party may terminate an Order Form if the other party is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice.

      2. ii. Termination of this Agreement. Either party may terminate this Agreement if the other party (i) is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice, (ii) ceases its business operations, or (iii) becomes subject to insolvency proceedings and such proceedings are not dismissed within 90 days.

    4. d. Effects of Termination If this Agreement terminates, then all Order Forms also terminate. If an Order Form terminates or expires, then after that Order Form's termination or expiration effective date, (a) all rights and access to the Services under that Order Form will terminate (including access to Customer Data, if applicable), and (b) FlowMo will send Customer a final invoice (if applicable) for payment obligations under that Order Form. Termination or expiration of one Order Form will not affect other Order Forms.

    5. e. Survival The following Sections will survive expiration or termination of this Agreement: Section 3 (Payment Terms), Section 4 (Intellectual Property), Section 5 (Confidentiality), Section 8 (Disclaimer), Section 9 (Indemnification), Section 10 (Liability), Section 11(d) (Effects of Termination), Section 12 (Miscellaneous) and Part C (Definitions).

  12. Miscellaneous

    1. a. Notices Under the Agreement, notices to Customer must be sent to the Notification Email Address and notices to FlowMo must be sent to legal@getflowmo.com. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.

    2. b. Emails The parties may use emails to satisfy written approval and consent requirements under this Agreement.

    3. c. Assignment Neither party may assign this Agreement without the written consent of the other, except to an Affiliate where (i) the assignee has agreed in writing to be bound by the terms of this Agreement, (ii) the assigning party has notified the other party of the assignment, and (iv) if the Customer is the assigning party, the assignee is established in the same country as Customer. Any other attempt to assign is void.

    4. d. Change of Control If a party experiences a change of Control other than an internal restructuring or reorganization, then (i) that party will give written notice to the other party within 30 days after the change of Control and (ii) the other party may immediately terminate this Agreement any time within 30 days after it receives that written notice.

    5. e. Force Majeure Neither party will be liable for failure or delay in performance of its obligations to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

    6. f. Subcontracting FlowMo may subcontract obligations under this Agreement but will remain liable to Customer for any subcontracted obligations.

    7. g. No Agency This Agreement does not create any agency, partnership, or joint venture between the parties.

    8. h. No Waiver Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

    9. i. Severability If any part of this Agreement is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect.

    10. j. No Third-Party Beneficiaries This Agreement does not confer any rights or benefits to any third party unless it expressly states that it does.

    11. k. Equitable Relief Nothing in this Agreement will limit either party's ability to seek equitable relief.

    12. l. Governing Law All claims arising out of or relating to this Agreement or the Services will be governed by Massachusetts law, excluding that state's conflict of laws rules, and will be litigated exclusively in the federal or state courts of Middlesex County, Massachusetts; the parties consent to personal jurisdiction in those courts.

    13. m. Amendments Except as specifically described otherwise in this Agreement, any amendment to this Agreement must be in writing, expressly state that it is amending this Agreement, and be signed by both parties.

    14. n. Independent Development Nothing in this Agreement will be construed to limit or restrict either party from independently developing, providing, or acquiring any materials, services, products, programs, or technology that are similar to the subject of this Agreement, provided that the party does not breach its obligations under this Agreement in doing so.

    15. o. Entire Agreement This Agreement states all terms agreed between the parties, and supersedes any prior or contemporaneous agreements between the parties relating to the subject matter of this Agreement. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly described in this Agreement. This URL Terms are incorporated by reference into this Agreement.

    16. p. Conflicting Terms If there is a conflict among the documents that make up this Agreement, then the documents will control in the following order (of decreasing precedence): the applicable Order Form, the Data Processing and Security Terms or Data Processing Amendment (as applicable), this Agreement, and the other URL Terms.

    17. q. Conflicting Languages If this Agreement is translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will control.

    18. r. Counterparts The parties may execute this Agreement in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.

    19. s. Electronic Signatures The parties consent to electronic signatures.

    20. t. Headers Headings and captions used in this Agreement are for reference purposes only and will not have any effect on the interpretation of this Agreement.

B. Specific Terms for the FlowMo Product

  1. Using the Services

    1. a. Use by Customer FlowMo will provide the Services to Customer by providing access to an Instance for the FlowMo Hosted Deployment.

    2. b. Use by Affiliates Customer Affiliates may (i) access and use the Services as End Users, subject to the terms of Customer's Order Form so long as Customer remains responsible for the Affiliates' compliance with the Agreement and the applicable Order Form, or (ii) execute a separate Order Form that incorporates this Agreement by reference.

    3. c. Customer Responsibilities Customer will be solely responsible, and FlowMo disclaims responsibility for any acquisition, implementation, support, or maintenance of third-party products or services purchased by Customer that may interoperate with the Services.

    4. d. Beta Features FlowMo may make Beta Features available to End Users subject to the provisions in the FlowMo Service Specific Terms.

  2. Data Processing and Security

    To the extent Customer provides FlowMo with access to Customer Data under this Agreement, the following will apply:

    1. a. Protection of Customer Data FlowMo will only access or use Customer Data to provide the Services and TSS ordered by Customer to Customer and will not use it for any other FlowMo products, services, or advertising. FlowMo has implemented and will maintain administrative, physical, and technical safeguards designed to protect the confidentiality, security, integrity, availability, and privacy of Customer Data stored in the Instance, as further described in the Data Processing and Security Terms. Notwithstanding any other provision of this Agreement or any other agreement related to the Services, FlowMo will not be responsible for any breach or loss to the extent resulting from Customer's security configuration or Customer's administration of the Services.

    2. b. Data Processing and Security Terms The Data Processing and Security Terms are incorporated by reference into this Agreement.

  3. Updates to Services and Terms

    1. a. Changes to Services

      1. i. Limitations on Changes. FlowMo may update the Services, provided the updates do not result in a material reduction of the functionality, performance, availability, or security of the Services.

      2. ii. Discontinuance. FlowMo will notify Customer at least 3 months before discontinuing any Service (or associated material functionality), unless FlowMo replaces such discontinued Service or functionality with a materially similar Service or functionality.

      3. iii. Support. FlowMo will continue to provide product and security updates, and TSS, until the conclusion of the applicable notice period under subsection 3(a)(ii) (Discontinuance)

      4. v. Permitted Changes. Sections 3(a) (Changes to Services) and 3(b) (Changes to Terms) do not limit FlowMo's ability to make changes required to comply with applicable law or address a material security risk, or that are applicable to Beta Features or new or pre-general availability Services, offerings, or functionality.

    2. b. Changes to Agreement. FlowMo may change the terms of this Agreement from time to time and will post any such changes at https://getflowmo.com/terms. These changes will only take effect at the beginning of Customer’s next Order Term, at which time Customer’s continued use of the Services will constitute its acceptance of the changes. This Section B.3(b) (Changes to the Agreement) does not apply to changes to URL Terms.

    3. b. Changes to URL Terms. Notwithstanding Section B.3(b (To the Agreement), FlowMo may update the URL Terms, provided the updates do not (a) result in a material reduction of the security of the Services, (b) expand the scope of or remove any restrictions on FlowMo's processing of Customer Data as described in the Data Processing Addendum (if applicable), or (c) have a material adverse impact on Customer's rights under the URL Terms. FlowMo will notify Customer of any material updates to URL Terms.

  4. Temporary Suspension

    1. a. Services Suspension FlowMo may Suspend Services if (a) necessary to comply with law or protect the Services or FlowMo's infrastructure supporting the Services or (b) Customer or any End User's use of the Services does not comply with the AUP, and it is not cured following notice from FlowMo.

    2. b. Limitations on Services Suspensions If FlowMo Suspends Services under Section 4(a) (Services Suspension), then (a) FlowMo will provide Customer notice of the cause for Suspension without undue delay, to the extent legally permitted, and (b) the Suspension will be to the minimum extent and for the shortest duration required to resolve the cause for Suspension.

  5. Technical Support

    Unless otherwise agreed in an Order Form, FlowMo will provide FlowMo Technical Support Services to Customer during the Order Term in accordance with the FlowMo Technical Support Services Guidelines

  6. Provision of Software

    FlowMo may make Software available to Customer in connection with Customer's use of the Services, including third-party software..

  7. Ceasing Software Use

    If this Agreement or the Order Form terminates or expires, then Customer will stop using the Software.

  8. Professional Services

    If Customer purchases PSO Services, such PSO Services will be provided in accordance with a separate agreement between Customer and FlowMo.

  9. Termination of Previous Agreements

    If Customer has previously entered into an agreement for FlowMo to provide the Software or Services, then that agreement will terminate on the Services Start Date, and this Agreement will govern the provision and use of the Services going forward.

C. Definitions

  • "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
  • "AUP" means the then-current acceptable use policy for the Services described at https://getflowmo.com/legal/acceptable_use
  • "BAA" or "Business Associate Agreement" is an amendment to this Agreement covering the handling of Protected Health Information (as defined in HIPAA).
  • "Beta Features" have the meaning set forth in the FlowMo Service Specific Terms.
  • "Brand Features" means each party's trade names, trademarks, logos, domain names, and other distinctive brand features.
  • "Confidential Information" means information that one party or its Affiliate ("Disclosing Party") discloses to the other party ("Recipient") under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. Customer Data is Customer's Confidential Information. Confidential Information does not include information that is independently developed by the recipient, is shared with the recipient by a third party without confidentiality obligations, or is or becomes public through no fault of the recipient.
  • "Control" means control of greater than 50% of the voting rights or equity interests of a party.
  • "Covered Affiliate" means Customer's Affiliate using the Services (i) via an Order Form that is subject to the terms of this Agreement, and (ii) in compliance with the Agreement and the applicable Order Form.
  • "Customer Application" means a software program that Customer creates or hosts and that uses the Services. A Customer Application may be a website.
  • "Customer Data" means all data provided to FlowMo by Customer or End Users via the Services.
  • "Customer Indemnified Materials" means Customer Data and Customer Brand Features.
  • "Data Processing and Security Terms" or "DPST" means the then-current terms describing data processing and security obligations with respect to Customer Data described at https://getflowmo.com/legal/data_processing_security
  • "Delegates" means the Recipient's employees, Affiliates, agents, or professional advisors.
  • "Deployment Attributes" means the quantified usage of the Services as specified on an Order Form, which include, but are not limited to the number of Instances, End Users, API calls or other licensing attributes defined by the Scope of Use.
  • "Dispute" has the meaning set forth in Section 13 (Regional Terms) of Part A (General Terms).
  • "Documentation" means the user guides and manuals for the Services provided by FlowMo for Customer's own internal use.
  • "End User" or "Customer End User" means an individual that Customer permits to use the Services.
  • "Export Control Laws" means all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.
  • "Fees" means the product of the amount of Services or Software ordered by Customer multiplied by the Prices, plus any applicable Taxes.
  • "FlowMo Indemnified Materials" means the Services, Software and FlowMo's Brand Features.
  • "High Risk Activities" means activities where the use or failure of the Services would reasonably be expected to result in death, serious personal injury, or severe environmental or property damage (such as the creation or operation of weaponry).
  • "HIPAA" means the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and any regulations issued under it.
  • "including" means including but not limited to.
  • "In-Product Services" means the services hosted and made accessible by FlowMo through the Software, specifically licensing data, configuration backups, system error reports, data actions and support tickets.
  • "Indemnified Liabilities" means any (a) settlement amounts approved by the indemnifying party, and (b) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction.
  • "Instance" means one single configuration of the Software's administrative settings, subject to the platform restrictions detailed in the Order Form.
  • "Intellectual Property" or "IP" means anything protectable by an Intellectual Property Right.
  • "Intellectual Property Right(s)" means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.
  • "Internal Business Purposes" means use of the Services by or for the benefit of Customer's internal operations.
  • "Legal Process" means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.
  • "Liability" means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.
  • "FlowMo Hosted Deployment" means the Software installed by FlowMo on a web connected platform that is run in a third-party hosting facility designated by FlowMo, unless otherwise agreed by the parties in an Order Form. A FlowMo Hosted Deployment includes the In-Product Services.
  • "FlowMo Technical Support Services" or "TSS" means the then-current technical support service provided by FlowMo to Customer under the FlowMo Technical Support Services Guidelines.
  • "FlowMo Technical Support Services Guidelines" or "TSS Guidelines" means the then-current technical support service provided by FlowMo to Customer described at https://getflowmo.com/legal/technical_support_services
  • "Notification Email Address" means the email address(es) designated by Customer in the Order Form.
  • "Order Form" means an order form executed by Customer, or Customer Affiliate, and FlowMo specifying the Services FlowMo will provide to Customer under this Agreement.
  • "Order Term" means the period of time starting on the Services Start Date for the Services and continuing for the period indicated on the Order Form unless terminated in accordance with this Agreement.
  • "Payment Due Date" means 30 days from the invoice date.
  • "Prices" means the then-current applicable prices for the Services or Software agreed to by FlowMo and Customer in an Order Form or amendment to this Agreement. Prices do not include Taxes.
  • "PSO Services" means advisory and consulting services purchased by Customer from FlowMo.
  • "Scope of Use" means Customer's specific use case for the Services as defined in an Order Form.
  • "Services" means an integrated platform, including cloud-based infrastructure (if applicable), and software components (including any associated APIs) that enables businesses to do learning/teaching at scale. Services exclude Third Party Offerings.
  • "Services Start Date" means either the start date described in the Order Form or, in the absence of any such date, the date FlowMo makes the Services available to Customer.
  • "SLA" or "Service Level Agreement" means the then-current service level agreements applicable to the FlowMo Hosted Deployment only, described at https://getflowmo.com/legal/sla
  • "Software" means any downloadable tools, including the licensed data platform provided under this Agreement, and any other computer software provided by FlowMo for use in connection with the Services, and any copies, modifications, derivative works or enhancements thereto, excluding any Third-Party Offerings.
  • "Suspend" or "Suspension" means disabling or limiting access to or use of the Services or components of the Services.
  • "Taxes" means all government-imposed taxes, except for taxes based on FlowMo's net income, net worth, asset value, property value, or employment.
  • "Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
  • "Trademark Guidelines" means FlowMo's Brand Terms and Conditions described at https://getflowmo.com/legal/brand_terms
  • "URL" means a uniform resource locator address to a site on the internet.
  • "URL Terms" means the AUP, Data Processing and Security Terms, the SLA, and the TSS.
  • "Use Restrictions" means the restrictions in Section (A)(2)(c) (Use Restrictions).

(Last modified October 3 , 2023)