Spendra Sàrl presents the following terms and conditions which govern the use of typeflow website and services (the "Services") including but not limited to https://www.typeflow.co
Please read the Agreement carefully before accessing the Services. By accessing or using any part of our Services, you agree that you are bound by these terms (the "typeflow Terms") and "Spendra Privacy Policy". Regarding the Agreement "you," "the Customer" refers to you, "we", "us", "typeflow" or "Spendra" means Spendra Sàrl, and the "parties" means you and Spendra Sàrl.
1. Account
You may only use our Services by using a typeflow account (an "Account"). We reserve the right to refuse or limit access to the Services to any account. You are responsible for the content that you are posting to the website or any material made available via links. You must take reasonable steps to guard the security of your account. We will not be liable for any acts or omissions resulting from a breach of security, including any damages of any kind as a result of such acts and omissions.
2. Use of Services
Services can only be used as allowed by this Agreement and any applicable laws. Accessing Services can only be done based on instructions we provide. Services are offered and provided subject to the terms and conditions of this Agreement.
3. Changes
We reserve the right, at our sole discretion, to modify or replace functionalities of the Services at any time; a Service may also be suspended or stopped. This Agreement may also be modified at any time. We will take reasonable steps to notify you of any modifications to the typeflow Terms but it is your responsibility to check this Agreement periodically for changes. If you do not agree to any modified terms in the Agreement you will have to stop using the Services. Your continued use of or access to typeflow following the posting of any changes to this Agreement constitutes acceptance of those changes.
Changes will generally become effective 14 days after posting. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately.
4. Payments, Invoices & Receipts
A free trial is provided without the need for a credit card. After the trial, a paid subscription with a valid credit card will be required. Enterprise customers may request a paper contract that includes alternate billing arrangements including purchase orders. Except where expressly agreed otherwise, payments are due monthly in advance. Other than as expressly set forth, all amounts are non-refundable, non-cancelable, and non-creditable. You agree that we may bill your credit card for renewals, bandwidth overages on set limits or scopes of use, additional options, and unpaid fees, as applicable. In the event you fail to make payment as per payment terms set forth in this Agreement or in any applicable Order, and legal enforcement by Spendra Sàrl is deemed necessary, you agree to pay all reasonable legal fees and costs incurred by Spendra Sàrl.
5. Proprietary rights
Neither party will acquire any right, title or interest in any intellectual property rights belonging to the other party or to the other party’s licensors. By using the Services, Spendra Sàrl grants the user a non-exclusive, non-sub licensable software license. The unique purpose of the license is to allow the user to operate and get the benefits provided by the Services. You will not duplicate, transfer, modify, give access to, distribute, sell or lease any part of the Services or included software. Software reverse engineering, alteration, modification or source code extraction are also strictly prohibited.
You will not remove, obscure, or alter Spendra's copyright notice contained within Services. We grant you a non-exclusive, non-sub licensable license to use typeflow’s trademarks, logos, and domain names solely in connection with the use of the Services for the purpose of promoting or advertising that you use the typeflow Services.
As between the parties, the Customer Content and Customer Applications will be owned by you (or, if Customer is an agency, Customer’s client(s)). You hereby grant to Spendra Sàrl a non-exclusive, worldwide license to copy, distribute and use Customer Content only in connection with providing the typeflow Services.
6. Account content
typeflow Services allow the submission of images, videos, files, texts and other communications by you and the hosting, routing and screen display of such user submissions (the ”Content”). By submitting content to typeflow, you grant a world-wide, royalty-free, and non exclusive license to reproduce, modify, adapt and publish the Content, solely for the purpose to perform or provide the Solution. You shall be solely responsible for your own content submissions and the consequences of displaying them. Spendra will take no responsibility regarding displayed content issues, their consequences or related claims. You accept that Spendra Sàrl has the right to remove any inappropriate content on the service such as adult and illegal content. You hereby agree not to upload such adult or illegal content using the service. You agree not to upload content that is protected by copyright or other ownership rights without the permission of its owner or content that is offensive, abusive, defamatory, obscene, menacing or illegal.
7. Privacy
typeflow use is governed by the Privacy Policy currently located at https://www.typeflow.co/privacy
8. Confidentiality
Spendra Sàrl Confidential Information cannot be disclosed without prior written consent. It includes: (a) all Spendra Sàrl software, technology and documentation relating to the Services; (b) Statistics relating to the Services; (c) the existence of, and information about a Service; and (d) any other information made available by Spendra Sàrl that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. Spendra Sàrl Confidential Information does not include information that you already knew prior to your use of the Services, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party.
9. Termination
We may terminate your access to all or any part of the Services at any time, at our sole discretion, if we believe this Agreement has been violated. You agree that any termination of your access to the Services may involve removing or discarding any content you have provided. If you wish to terminate this Agreement, please notify Spendra so that you account may be deleted.
10. Indemnity
You agree to indemnify and hold harmless Spendra, its contractors, its licensors and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorney’ fees, arising out of your use of typeflow, including but not limited to out of your violation of the Agreement.
11. Representations
You represent and warrant that (i) you have full power and authority to enter into the Agreement; (ii) you are the owner of, or are legally authorized to act on behalf of the owner of, each Property; (iii) you are the technical and editorial decision maker in relation to each Property on which the Services are implemented and that you have control over the way in which the Services are implemented on each Property; (iv) Spendra has never previously terminated or otherwise disabled a typeflow account created by you due to your breach of the Agreement or due to invalid activity; (v) entering into or performing under the Agreement will not violate any agreement you have with a third party or any third-party rights; and (vi) all of the information provided by you to Spendra is correct and current.
12. Disclaimer of Warranties
YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SPENDRA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. WE EXPRESSELY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. SPENDRA MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THESE SERVICES’ CONTENT AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES THROUGH THE ACTIONS OF ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA TYPEFLOW SERVICES. SPENDRA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY USER CONTENT OR OTHER ADVERTISING, AND SPENDRA WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
13. Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS AND/OR PROPRIETARY INTERESTS RELATING TO THE AGREEMENT, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) EACH PARTY’S AGGREGATE LIABILITY UNDER THE AGREEMENT IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THIS AGREEMENT DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into the Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
14. General information
This Agreement constitutes the entire agreement between us and you concerning typeflow use. This Agreement may only be modified by (i) a written amendment signed by both parties expressly stating that it is amending the Agreement, or (ii) as set in article 3, if you keep using the Services after the Agreement has been modified by Spendra. If any part of this Agreement is held invalid or unenforceable, the remaining portions will remain in full force and effect. The parties are independent contractors and the Agreement does not create an agency, partnership or joint venture. Other than as set forth in article 4, the failure of either party to enforce any provision of the Agreement will not constitute a waiver. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control. Any dispute which may arise between Spendra and the user, including disputes concerning its validity, performance and interpretation, shall be referred to the competent courts at the place where Spendra has its registered office, subject to an appeal to the Supreme Court in the cases for which provision is made in law. Sections 5, 8, 9, 13 and 14 of typeflow Terms will survive termination.