Terms of Use

Hello and welcome to Flucks! Thank you for signing up to use the Services. Please read these End User Terms of Use ("Terms" or "Terms of Use") carefully before using the www.flucks.app website operated by Flucks, Inc. ("Flucks", "us", "we", and "our").

For purposes of these Terms, "you" and "your" means you as the user of the Service. Some specific definitions for capitalized terms are set out in Exhibit A of these Terms.

You acknowledge that these Terms, along with our Privacy Policy, govern your access and use of the Services. By accessing or using the Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, then you do not have permission to access the Services.

1. Changes to these Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services.

2. Service Terms

Your Relationship to Subscriber: Your access and use of the Services is conditioned upon the Subscriber’s granting you such access and use rights under their subscription to the Services and such Subscriber’s compliance with its agreements with us, including payment obligations. You acknowledge and agree that upon termination of the applicable Subscriber’s rights to use the Services, your use of the Services will automatically terminate. You hereby grant such Subscriber and its Administrator(s) permission to access, use, download, export, disclose, share, restrict, and/or remove your User Content. You acknowledge and agree that Subscriber and its Administrator(s) may restrict or terminate your access to or use of all or part of the Services.

Third-Party Services & Partners: The Services may contain links to, integrate with, or provide the ability for you to access third-party services (for example, financial data providers). Your use of or reliance on any third-party services are at your own risk. We are not responsible for and we do not make any promises, endorsements, representations, or warranties regarding such third-party services. We may stop making any third-party services available at any time with or without advance notice to you.

Compliance with Law: You will comply with applicable laws and regulations in connection with your use of the Services.

3. Rights & Restrictions

Your Account: You must register for a Flucks account in order to use the Services. In registering for or opening an account, you agree to provide accurate and complete registration information and to keep such information up to date. You will take reasonable steps to prevent unauthorized use of your account and to keep your password(s) secure and confidential, even if you are an Administrator(s). We encourage you to use “strong” passwords with your account (for example, passwords that use a combination of upper and lowercase letters, numbers, and symbols, with a minimum of eight characters). Flucks will not be liable for any losses caused by any unauthorized use of your account. You must notify us immediately of any breach of security or unauthorized use of your account.

Your Responsibility: You are responsible for all activities that occur under your account.

Your Rights: Subject to your full and ongoing compliance with these Terms and the Subscriber’s full and ongoing compliance with applicable agreements and obligations, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right, during the applicable Subscriber’s subscription term, to access and use the Services.

Your Restrictions: The User rights granted are limited and subject to the restrictions outlined below. You will not (and will not permit any third party to):

• Provide, sell, resell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services;
• Use the Services for illegal, harassing, unethical, or disruptive purposes;
• Modify, translate, adapt, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services;
• Access the Services in order to build a similar or competitive product or service;
• Violate any applicable law or regulation in connection with your access to or use of the Services; or
• Access or use the Services in any way not expressly permitted by these Terms.

You may only use the Services if you are old enough to consent to share your data under applicable law. For example, you must be 13 years or older under United States law, or 16 years or older under European Union law.

Any unauthorized use of the Services terminates all granted rights, and we may terminate these User Terms or your access and use of the Services.

4. Billing & Refunds

Due to the nature of our product, we currently do not offer refunds, either partial or in full.

You can easily cancel your subscription at any time you like. We will no longer charge you anything once you cancel your subscription.

We may change our pricing, pricing policies, features, and access restrictions at any time.

5. Content

Required Content: You are required to provide certain data, information, and materials to enable us to provide the Services to you and/or the Subscriber (i.e., your User Content). You agree that if you do not provide the necessary information, you will not be able to access or use the Services.

Responsibility for User Content: You agree that you are solely responsible for all your User Content submitted, posted, communicated, provided, or otherwise made available through or for the Services.

Ownership of User Content: You retain all ownership rights in your User Content.

License: You grant us a royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully-sublicensable right and license (i) to use your User Content as necessary to perform, analyze, and improve the Services; (ii) to collect, use, and disclose usage data; and/or (iii) to use and disclose your User Content for other uses identified in our Privacy Policy. You represent and warrant you have the right to grant these rights and licenses. Without such rights and licenses, you acknowledge that we will not be able to provide the Services to you and that you will no longer be able to access or use the Services.

Removal of Provided Content: Flucks may remove your User Content for any reason, including if such User Content violates these User Terms or applicable law.

6. Termination

Term of the Terms of Use: The term of these Terms starts on the day you agree to these Terms or on the day you access the Services and it continues while you use the Services.

Termination of the Terms of Use: Your use of the Services will automatically terminate upon the termination of your Subscriber’s subscription or when instructed by your Subscriber. In addition, we may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these User Terms.

Effect of Termination: Upon the effective date of termination of these Terms for any reason: (i) your right to access or use the Services will terminate immediately, and (ii) we will cease providing the Services to you and we will deactivate or delete your account and all associated materials, including your User Content.

Survival: All provisions of these User Terms which by their nature should survive, will survive the termination of these User Terms, including, without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

7. Indemnification

You agree to indemnify and hold Flucks, its parents, subsidiaries, affiliates, officers, employees, agents, partners, and licensors harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your Content or (b) your violation of any applicable laws, rules, or regulations.

8. Disclaimer

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

FLUCKS, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT (A) THE SERVICES WILL FUNCTION UNINTERRUPTED, SECURE, OR WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; OR (C) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS.

FLUCKS DOES NOT WARRANT OR SUPPORT, AND WILL NOT HAVE ANY RESPONSIBILITY OR LIABILITY OF ANY KIND FOR, ANY APPLICATION(S) AND/OR MATERIAL(S) THAT ARE DEVELOPED BY A PARTY OUTSIDE OF THE FLUCKS ORGANIZATION, INCLUDING CODE COMPONENTS AND INTEGRATION TOOLS PROVIDED BY THIRD PARTIES, NOT FLUCKS.

9. Limitations of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER FLUCKS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES (“SUPPLIERS”) WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR GOODWILL, SERVICES INTERRUPTION, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FLUCKS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FLUCKS OR SUPPLIERS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU OR THE SUBSCRIBER FOR YOUR USE OF THE SERVICES GIVING RISE TO THE LIABILITY OR FIFTY DOLLARS ($50), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO FLUCKS, AS APPLICABLE.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FLUCKS AND YOU.

10. Dispute Resolution & Arbitration

Governing Law: These Terms are governed by and construed in accordance with the laws of the European Union, without regard to its conflict of law principles.

Dispute Resolution: You and Flucks agree that any dispute arising out of or in connection with these Terms or the Services will be resolved by binding arbitration conducted in the English language in a location mutually agreed upon by the parties, under the rules of arbitration of the International Chamber of Commerce (ICC). Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

11. Other Conditions

Entire Terms: These Terms constitute the entire agreement between you and Flucks regarding our Services and supersede and replace any prior agreements we might have had between us regarding the Services.

Assignment: These Terms (and your rights and obligations under these Terms) may not be assigned or otherwise transferred by you without Flucks’ prior written consent. We may assign these Terms as part of a corporate reorganization, upon a change of control, consolidation, merger, or sale of all or substantially all of its assets related to these Terms or for commercial purposes. Any purported assignment in violation of this section is null and void.

Waiver: Any waiver or failure to enforce any provision of these Terms of Use on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any particular provision of these Terms of Use is held invalid or unenforceable, that part will be modified to reflect the original intention of the parties, and the other parts will remain in full force and effect.

Governing Law: These Terms will be governed by the laws of the State of California without regard to its conflict of laws provisions.

Privacy Policy: Our Privacy Policy governs how we collect, use, and disclose information from the Services.

Feedback: We welcome feedback, comments, and suggestions for improvements to the Services (collectively “Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title, or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of Flucks, and Flucks may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim.

Beta Features: Product features clearly identified as Beta features made available by Flucks are provided to you for testing purposes only, and Flucks does not make any commitment to provide Beta Features in any future versions of the Services. You are not obligated to use Beta Features. Flucks may immediately and without notice remove Beta Features for any reason without liability to you. Notwithstanding anything to the contrary in the Terms, all Beta Features are provided "AS IS" without warranty of any kind and without any performance obligations.

Service Providers: For the avoidance of doubt, Flucks may engage third parties as service providers to the Services (for example, as of the date of these Terms, Flucks hosts the Services on Amazon Web Services).

Force Majeure: Flucks will not be liable for any delay or failure to perform resulting from causes or conditions beyond our reasonable control.

Notices: Any notices or other communications provided by Flucks under these Terms, including those regarding modifications to these Terms, will be given by Flucks: (i) via e-mail; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Contact Information

If you have any questions about these Terms, please contact us at [email protected].

Exhibit A - Definitions

The following specific definitions apply to terms used in the Terms of Use:

“Administrator(s)” means the individual(s) Subscriber names as administrator(s) to oversee the provision of the Services to Subscriber’s Users (as defined below) and that Subscriber authorizes to make decisions on Subscriber’s behalf as it relates to (i) the Services and (ii) Subscriber’s Users’ access to and use of the Services. Such Administrators also have the ability to access, monitor, use, modify, export, and disclose user data and other specific information and permissions.

“Subscriber” means the entity or company that has subscribed to the Services and authorized you to access and use the Services pursuant to these User Terms.

“User” means you as an individual who Subscriber has authorized to access and use the Services, for whom Subscriber has purchased a subscription and to whom Subscriber has provided login credentials. Users include all Subscriber’s Administrators, employees, and may also include, for example, Subscriber’s former employees who require continued access to and use of the Services for a particular time period, Subscriber’s consultants, contractors, agents, and third parties with which Subscriber transacts business.

“User Content” means the data (including financial data), information, images, and/or materials Users provide (or that is provided on the Users’ behalf) for our provision of the Services to Subscriber and/or Users, which may include names, contact information, Social Security numbers, compensation information, and other sensitive, proprietary, personal, or identifying information.

Thank you for choosing Flucks!

Flucks, Inc.