Terms of Service

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Last updated on March 9, 2021.

User Acceptance of Terms of Service

By accessing and using FeedFlo’s hardware and software solution (“the Solution”) and the corresponding services provided by Feed Flow Limited (“FeedFlo”), you (the"User”) accept and agree to be bound by these Terms of Service (“Terms”). In addition, when using the Solution, you will be subject to any additional guidelines or applicable rules which we may post on the Solution from time to time.

Please read these Terms carefully. By accessing or using the Solution, you agree that you have read and understood and agree to be bound by these Terms. If you do not agree to abide by the above, please do not use the Solution. These Terms are a legally binding contract between you and FeedFlo regarding your use of the Solution.

Feel free to contact us at the address below with any questions or issues.

Requirements for Use of the Solution

By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18years old; (b) you have not previously been suspended or removed from theSolution; and (c) your registration and your use of the Solution is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to theseTerms and you agree to be bound by these Terms.

FeedFlo Privacy Policy

Through the use of the Solution, certain information about you will be collected by FeedFlo. FeedFlo’s use of this information is governed by the FeedFlo Privacy Policy available upon request.

Disclaimer of Liability

THE SOLUTION AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SOLUTION ARE PROVIDED “ASIS” AND ON AN “AS AVAILABLE” BASIS. FEEDFLO DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SOLUTION AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SOLUTION, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE ORNON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE,OR TRADE. FEEDFLO DOES NOT WARRANT THAT THE SOLUTION OR ANY PORTION OF THE SOLUTION, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SOLUTION, WILL BE UNINTERRUPTED, SECURE, ADEQUATE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND FEEDFLO DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SOLUTION OR FEEDFLO OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SOLUTION WILL CREATE ANY WARRANTY REGARDING FEEDFLO OR THE SOLUTION THAT IS NOT EXPRESSLY STATED IN THESE TERMS. FEEDFLO WILL NOT BE RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SOLUTION. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SOLUTION AT YOUR OWN DISCRETION AND RISK, AND THAT FEEDFLO IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOST PROFITS, LOSS OF BUSINESS, OR ANY LOSS OFDATA, INCLUDING USER DATA.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL FEEDFLO BE LIABLE TO YOU FORANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES(INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS)ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SOLUTION OR ANY MATERIALS OR CONTENT ON THE SOLUTION,WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, ORANY OTHER LEGAL THEORY, AND WHETHER OR NOT FEEDFLO HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF FEEDFLO TO YOU FORALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SOLUTION OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT,TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT YOU HAVE PAID TO FEEDFLO FOR ACCESS TO AND USE OF THE SOLUTION IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY,DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS.

Disclaimer of Third-Party Integrations

FeedFlo may provide tools through the Solution that enable you to export information, including your User Data (as defined below), to third-party services (including through features that allow you to link your account on the Solution (“Account”) with an account on the third-party service). By using any of these tools, you agree that FeedFlo may transfer that information to the applicable third-party service. Third-party services are not under FeedFlo’s control, and, to the fullest extent permitted by law, FeedFlo is not responsible for any third-party service’s use of your exported information. The Solution may also contain links to third-party websites. Linked websites are not under FeedFlo’s control, and FeedFlo is not responsible for their content.

Third Party Components

The Solution may include or incorporate third party components such as components licensed as open-source software, and such components are made available in the Solution subject to the applicable third-party licenses including, without limitation and as applicable, the Open Database License (ODbL) (the “Third Party Components”). FeedFlo disclaims all warranties and liability related to such Third-Party Components.

FeedFlo Ownership of Intellectual Property

The Solution and its original content, features, and functionality are owned by FeedFlo and/or its licensors, and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You may not re-use logos, website copy, code, or any other information or material you obtain from the Solution; they are the intellectual property of FeedFlo and its licensors. Notwithstanding the foregoing, you are granted a limited, revocable, non-exclusive, right during the term of your use of the Solution to use the outputs from the Solution relating to your User Data and use of the Solution for your internal business purposes (and for no other purpose whatsoever).

FeedFlo grants to you a limited right to use the Solution under these Terms. FeedFlo reserves to itself all rights to all FeedFlo technology, including the Solution and any FeedFlo Solution usage data collected or obtained by FeedFlo, such as improvements to the Solution that are developed based on your usage of theSolution, not expressly granted to you in accordance with these Terms.

Limited License Grant to FeedFlo

For the purposes of these Terms, “User Data”means any data, information or materials gathered, compiled, uploaded, created, written, entered, amended, or otherwise authored by you using the Solution, but does not include information or other data proprietary to FeedFlo.

By providingUser Data to or via the Solution, you grant FeedFlo and its agents, affiliates, and subcontractors, a worldwide, non-exclusive, royalty-free, perpetual, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Data, in whole or in part, in any media formats and through any media channels now known or hereafter developed for the purpose of developing and providing the Solution and any services associated with your use of the Solution to you.

Further, you acknowledge and agree that User Data may be compiled and analyzed by FeedFlo on an aggregate, non-personal and de-identified basis ("Aggregate Data"), and FeedFlo may share this Aggregate Data with its affiliates, agents, customers, and business partners, and retain it for future use. FeedFlo may also disclose Aggregate Data to current and prospective business partners, and to other third parties for other lawful purposes. For greater certainty, Aggregate Data disclosed by FeedFlo shall be free from any of its customers’ personal information.

User Data Representations and Warranties

FeedFlo disclaims any and all liability in connection with User Data. You are solely responsible for your User Data and the consequences of providing User Data via the Solution. By providing User Data via the Solution, you affirm, represent, and warrant that:

· You are the creator and owner of the User Data, or have the necessary licenses, rights, consents, and permissions to authorize FeedFlo and users of the Solution to use and distribute your User Data as contemplated in these Terms;

· Your UserData, and the use of your User Data as contemplated by these Terms, does not and will not infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, or any other intellectual property or proprietary right.

Feedback

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Solution (“Feedback”), then you hereby grant FeedFlo an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Solution and create other products and services.

FeedFlo Right to Terminate Accounts

We may terminate your access to the Solution at any time without cause on 30 days' notice to you. Further, if you violate any provision of these Terms, your authorization to access the Solution may be terminated immediately by FeedFlo without notice to you.

You, the User, have the right to stop using the Solution at any time.

Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Solution; (b) you will no longer be authorized to access your Account or the Solution; (c) you must pay FeedFlo any unpaid amount that was due prior to the date of such termination. For further clarification, you will have the ability to retrieve your User Data through theSolution prior to the termination of your Account, or otherwise through making a request to FeedFlo within thirty (30) days of such termination.  

All provisions of these Terms that, by their nature, should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Prohibited User Behaviors

We expressly forbid the following behaviors. We will cancel the Accounts of users who:

· Access internal Solution resources or “reverse-engineer” the Solution in any way;

· Use theSolution for any illegal purpose or in violation of any local, provincial, national, or international law;

· Create anAccount on the Solution or otherwise enter any information into the Solution for any company for which you are not an authorized agent;

· Violate, or encourage others to violate, any right of a third party, including infringing or misappropriating any third-party intellectual property right;

· Interfere with security-related features of the Solution, including: (i) disabling or circumventing features that prevent or limit use or copying of any content; or(ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Solution except to the extent that the activity is expressly permitted;

· Interfere with the operation of the Solution or any user’s enjoyment of the Solution, including: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Solution; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Solution; and

· Perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Account without permission, or selling or otherwise transferring the access granted under these Terms.

Prohibition of Sharing Accounts and ofReselling our Services

Your Account is for you only. Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, the User will not, and will not permit or authorize third parties to: use, rent, lease, or otherwise permit third parties to use your Account. You will not use the Solution to provide services to third parties (e.g., as a service bureau).

Price

FeedFlo reserves the right to determine pricing for the Solution. All fees are in U.S.Dollars and are non-refundable. Fees for the particular products and services offered as part of the Solution may be payable on a one-time or subscription basis, as further detailed below. For greater certainty, FeedFlo may change the fees for any feature of the Solution, including additional fees or charges, upon reasonable notice to you (such notice to be published on the Solution).FeedFlo, at its sole discretion, may make promotional offers with different features and different pricing to any of FeedFlo’s customers. These promotional offers, unless made to you, will not apply to your use of the Solution or theseTerms.

Authorization

If you pay any fees with a credit card, FeedFlo may seek pre-authorization of your credit card Account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

Subscription Service

Some of the products and services offered as part of the Solution include an initial fee followed by an annual fee for continuing renewals of your subscription to the Solution. To account for this, the Solution may include automatically recurring payments for periodic charges (“Subscription Service”).  

If you activate a Subscription Service, you authorize FeedFlo to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your Account, all accrued sums on or before the payment due date for the accrued sums.

The “Subscription Billing Date” is the date when you purchase your first subscription to the Solution. Your Account will be charged automatically on the Subscription Billing Date all applicable fees for the next subscription period. The initial term of the subscription to theSolution will be for a period of one year. After this initial term, the subscription will automatically renew for additional one-year terms unless and until you cancel your subscription, or we terminate it. You must cancel your subscription 30 days prior to its renewal in order to avoid billing of the next periodic Subscription Service to your Account. We will bill the periodicSubscription Service to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel the Subscription Service by contacting us.

Free Trials

FeedFlo may offer limited free trials for new users of its Solution. We reserve the right to end that free trial after a period of time of our choosing. You are not entitled to more than one free trial.

FeedFlo Right to Change these Terms with User Notice

FeedFlo reserves the right to change these Terms from time to time as it sees fit by providing notice of such change on the Solution. Your continued use of theSolution will signify your acceptance of any adjustment to these Terms.  

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by FeedFlo without restriction.

FeedFlo Right to Modify or Discontinue the Solution

FeedFlo reserves the right to modify or discontinue the Solution at any time (including by limiting or discontinuing certain features of the Solution), temporarily or permanently, upon notice to you. FeedFlo will have no liability for any change to the Solution or any suspension or termination of your access to or use of the Solution.

Consent to Electronic Communications

You agree that any notices, agreements, disclosures, or other communications that we sendto you electronically will satisfy any legal communication requirements, including that those communications be in writing. We may use personal information to inform you of current and new products or services or other developments that we believe will be of interest to users in accordance withCanada’s Anti-Spam Legislation. Such communications may be made by way of telephone, text message, direct messaging, e-mail, or regular mail. Users provide their consent to us contacting them in this manner when they use the Solution, our products or services. Users may opt-out of receiving such communications by contacting us at the address below.

Dispute Resolution

For any dispute you have with FeedFlo, you agree to first contact us and try to resolve the dispute with us informally. We strive to ensure that every user has a good experience, and we will attempt to make it right in an amicable manner.

Terms governed by Manitoba Law

These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the Province of Manitoba, Canada, without reference to your choice of law rules and not including the provisions of the 1980 U.N.Convention on Contracts for the International Sale of Goods, without regard to conflict of law principles. Each party hereby irrevocably consents to the exclusive jurisdiction of the courts in Winnipeg, Manitoba in connection with any action arising out of or in connection with these Terms.

You and FeedFlo submit to the personal and exclusive jurisdiction of courts located within Winnipeg, Manitoba for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Solution from our offices inManitoba, and we make no representation that the Solution is appropriate or available for use in other locations.

Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Solution, and you will defend and indemnify FeedFlo and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Solution; (b)your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; or(c) your violation of any third party right, including any intellectual property right or confidentiality, other property, or privacy right. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

Waiver

The waiver by either party of any breach of any provision of these Terms does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.

Severability

If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the use of the Solution under these Terms is found to be illegal, unenforceable, or invalid, your right to use the Solution will immediately terminate.

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Contact information

Any inquiries related to these Terms can be sent to support@feedflo.com