Terms Of Service

Flow Terms of Service

These Terms of Service apply to the executable code version of Flow.

1. Your relationship with Adept Management

1.1 Your use of Adept Management’s Flow product, software, services, web sites and documentation (referred to collectively as the “Services” in this document and excluding any services provided to you by Adept Management under a separate written agreement) is subject to the terms of a legal agreement between you and Adept Management. “Adept Management” means Adept Management Ltd, whose principal place of business is at 55 Colmore Row, Birmingham, B3 2AA, United Kingdom. This document explains how the agreement is made up, and sets out some of the terms of that agreement.

1.2 Unless otherwise agreed in writing with Adept Management, your agreement with Adept Management will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Terms”.

2. Accepting the Terms

2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.

2.2 You can accept the Terms by: (A) clicking to accept or agree to the Terms, where this option is made available to you by Adept Management or another party in the user interface for any Service; or

(B) by actually using the Services. In this case, you understand and agree that Adept Management will treat your use of the Services as acceptance of the Terms from that point onwards.

3. Language of the Terms

3.1 Where Adept Management has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Adept Management.

3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.

4. Provision of the Services by Adept Management

4.1 Adept Management has subsidiaries and affiliated legal entities around the world (“Subsidiaries and Affiliates”). Sometimes, these companies will be providing the Services to you on behalf of Adept Management itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.

4.2 Adept Management is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Adept Management provides may change from time to time without prior notice to you.

4.3 As part of this continuing innovation, you acknowledge and agree that Adept Management may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Adept Management’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Adept Management when you stop using the Services.

4.4 You acknowledge and agree that if Adept Management disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.

5. Use of the Services by you

5.1 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software between countries).

5.2 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

5.3 Unless you have been specifically permitted to do so in a separate agreement with Adept Management, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

5.4 You agree that you are solely responsible for (and that Adept Management has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Adept Management may suffer) of any such breach.

6. Privacy and your personal information

6.1 For information about Adept Management’s data protection practices, please read Adept Management’s privacy policy at http://www.adeptmanagement.com/privacy. This policy explains how Adept Management treats your personal information, and protects your privacy, when you use the Services.

6.2 You agree to the use of your data in accordance with Adept Management’s privacy policies.

7. Content in the Services

7.1 You understand that all information (such as data files, written text, or images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content.”

7.2 You agree that you are solely responsible for (and that Adept Management has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Adept Management may suffer) by doing so.

8. Proprietary rights

8.1 You acknowledge and agree that Adept Management (or Adept Management’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

8.2 Unless you have agreed otherwise in writing with Adept Management, nothing in the Terms gives you a right to use any of Adept Management’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

8.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Adept Management, then you agree that your use of such features shall be in compliance with that agreement.

8.4 Adept Management acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Adept Management, you agree that you are responsible for protecting and enforcing those rights and that Adept Management has no obligation to do so on your behalf.

8.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

8.6 Unless you have been expressly authorised to do so in writing by Adept Management, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organisation in a way that is likely or intended to cause confusion about the owner or authorised user of such marks, names or logos.

9. License from Adept Management

9.1 Adept Management gives you a non-assignable and non-exclusive license to use the software provided to you by Adept Management as part of the Services as provided to you by Adept Management (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Adept Management, in the manner permitted by the Terms.

9.2 Subject to section 1.2, you may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Adept Management, in writing.

9.3 Subject to section 1.2, unless Adept Management has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

10. Content license from you

10.1 You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services.

11. Software updates

11.1 The Software which you use may automatically download and install updates from time to time from Adept Management. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Adept Management to deliver these to you) as part of your use of the Services.

12. Ending your relationship with Adept Management

12.1 The Terms will continue to apply until terminated by either you or Adept Management as set out below.

12.2 Adept Management may at any time, terminate its legal agreement with you if:

(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or

(B) Adept Management is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or

(C) the partner with whom Adept Management offered the Services to you has terminated its relationship with Adept Management or ceased to offer the Services to you; or

(D) Adept Management is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or

(E) the provision of the Services to you by Adept Management is, in Adept Management’s opinion, no longer commercially viable.

12.3 Nothing in this Section shall affect Adept Management’s rights regarding provision of Services under Section 4 of the Terms.

12.4 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Adept Management have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 18.7 shall continue to apply to such rights, obligations and liabilities indefinitely.

13. EXCLUSION OF WARRANTIES

13.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 13 AND 14, SHALL EXCLUDE OR LIMIT ADEPT MANAGEMENT’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”

13.3 IN PARTICULAR, ADEPT MANAGEMENT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,

(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND

(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

13.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

13.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ADEPT MANAGEMENT OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

13.6 ADEPT MANAGEMENT FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

14. LIMITATION OF LIABILITY

14.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 13.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT ADEPT MANAGEMENT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR: (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

(I) ANY CHANGES WHICH ADEPT MANAGEMENT MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);

(II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;

(III) YOUR FAILURE TO PROVIDE ADEPT MANAGEMENT WITH ACCURATE ACCOUNT INFORMATION;

(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

14.2 THE LIMITATIONS ON ADEPT MANAGEMENT’S LIABILITY TO YOU IN PARAGRAPH 14.1 ABOVE SHALL APPLY WHETHER OR NOT ADEPT MANAGEMENT HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

15. Copyright and trade mark policies

15.1 It is Adept Management’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law and to terminating the accounts of infringers.

16. Other content

16.1 The Services may include hyperlinks to other web sites or content or resources. Adept Management may have no control over any web sites or resources which are provided by companies or persons other than Adept Management.

16.2 You acknowledge and agree that Adept Management is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

16.3 You acknowledge and agree that Adept Management is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

17. Changes to the Terms

17.1 Adept Management may make changes to the Terms from time to time. When these changes are made, Adept Management will make a new copy of the Terms available at to you from within, or through, the affected Services.

17.2 You understand and agree that if you use the Services after the date on which the Terms have changed, Adept Management will treat your use as acceptance of the updated Terms.

18. General legal terms

18.1 Sometimes when you use the Services, you may (as a result of, or in connection with your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.

18.2 The Terms constitute the whole legal agreement between you and Adept Management and govern your use of the Services (but excluding any services which Adept Management may provide to you under a separate written agreement), and completely replace any prior agreements between you and Adept Management in relation to the Services.

18.3 You agree that Adept Management may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

18.4 You agree that if Adept Management does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Adept Management has the benefit of under any applicable law), this will not be taken to be a formal waiver of Adept Management’s rights and that those rights or remedies will still be available to Adept Management.

18.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

18.6 You acknowledge and agree that each member of the group of companies of which Adept Management is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favour of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.

18.7 The Terms, your relationship with Adept Management under the Terms, and any dispute or claim arising out of or in connection with your use of the Services shall be governed by, and construed in accordance with, the laws of England. 18.8 All disputes or claims arising out of or relating to the use of the Services shall be subject to the exclusive jurisdiction of the English Courts to which the parties irrevocably submit.

19. Additional Terms for Enterprise Use

19.1 If you are a business entity, then the individual accepting on behalf of the entity (for the avoidance of doubt, for business entities, in these Terms, "you" means the entity) represents and warrants that he or she has the authority to act on your behalf, that you represent that you are duly authorised to do business in the country or countries where you operate, and that your employees, officers, representatives, and other agents accessing the Service are duly authorised to access Flow and to legally bind you to these Terms.

19.2 Subject to the Terms, and in addition to the license grant in Section 9, Adept Management grants you a non-exclusive, non-transferable license to reproduce, distribute, install, and use Flow solely on machines intended for use by your employees, officers, representatives, and agents in connection with your business entity, and provided that their use of Flow will be subject to the Terms.

18th May 2018