Flokzu

Standard Agreement – Terms of Service and Data Privacy

Version 1.2; May 25, 2018

Chapter 1 - Acceptance of Terms.

1.1. This Terms of Service (TOS) and Data Privacy document is an agreement you must accept in order to use Flokzu’s Service (as defined below). It is applicable to (a) “Owners” -- this includes Primary Owners who initially set up the service and create the account for a given “Organization” and other Owners that are granted ownership privileges by the Primary Owner; (b) “Administrator” and “Business Analyst“ roles – those who manage and run an Organization (Owners, Administrators and Business Analysts are collectively named “Administrative Users”), and to c) ”Members“ – users who are invited to join an existing Organization that has already been created in the Service by an Administrator (“Members”). The terms “you” and “users” encompass all users, including both Administrative Users and Members. This document describes both your rights and your obligations as part of using the Service. It is important that you read it carefully because you will be legally bound to these terms. Antabel S.A. (“Antabel”, “Flokzu”, “we” or “us”) only provides its Service (as defined below) to you subject to this TOS. By accepting this TOS or by accessing or using the Service, you agree to be bound by this TOS.

1.2. If you are entering into this TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, its Members, its Administrative Users, and its affiliates to this TOS. In that case, the terms “you” or “your” shall also refer to such entity, its Members, its Administrative Users, and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this TOS, you may not use the Service. You acknowledge that this TOS is a contract between you and Flokzu, even though it is electronic and is not physically signed by you and Flokzu, and it governs your use of the Service.

1.3. As our business evolves, Flokzu may change this TOS. If we make a material change to the TOS, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of the TOS at any time by visiting this page. The revised terms and conditions will become effective on the date set forth in our notice, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to cancel your account and stop using the Services, which you may do by contacting us via email, phone or through the process provided in the Service.

1.4. As part of the registration process, you will set up an Owner’s user account and a password for this account. You may use these credentials to invite individuals to become Administrative Users and Members (each with their own password) under your account. The total number of users is limited to the maximum number permitted for your account. You are responsible for maintaining the confidentiality of your login, password, and account and for all activities that occur under your login or account, including the activities of Members. Authorized users are not allowed to share their user name or passwords (or other login credentials) with others in any case.

1.5. All users should be aware that your Administrative Users may have certain rights to access your account and may obtain related information in connection with the Services. The Administrators also set policies regarding your use of various aspects of the Services, including retention settings and the ability to preserve and export documents, files and information in the account. As these rights may vary depending on the account, please see our FAQs for general information about account classifications, and refer to your Administrator if you have questions regarding your particular account such as your account settings. Please also see the Privacy Policy for more information on these topics. Administrators are solely responsible for informing members of the applicable company policies, obtaining any legally required member consent to such policies, and for ensuring that all uses of the Services comply with Personal Data Protection Law, of the “República Oriental del Uruguay” (“Ley N° 18.331 - Ley de Protección de Datos Personales y Acción de Habeas Data”, Uruguay.)

1.6. By accessing or using the Services, you affirm that you are at least 18 years of age (or have reached the age of majority if that is not 18 years of age where you live). You represent that you are fully able and competent to enter into and comply with the terms and conditions in this TOS. The Service is not directed to children under 16, so if you are under 16 years of age, you are not permitted to access or use the Services. If we become aware that you are using the Service even though you are under 16, we will deactivate your account.

Chapter 2. Description of Service.

2.1 The “Service(s)” means (a) Flokzu’s document management, workflow, business process management (BPM), search, archiving, process modeling, process analysis and related systems and technologies, as well as the website http://flokzu.com (the “Site”), and (b) all software, applications, data, reports, text, images, and other content made available by or on behalf of Flokzu through any of the foregoing. The “Service” does not include “Your Data” (as defined below) or any software application or service that is provided by you or a third party, which you use in connection with the Service. Any modifications and new features added to the Service are also subject to this TOS. Flokzu reserves the right to modify or discontinue the Service (or any Service plan) or any feature or functionality thereof at any time without notice to you. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to Flokzu.

Chapter 3. Access and use of the Service.

3.1. You may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner (as determined by Flokzu in its sole discretion). See Chapter 6 for specific provisions outlining prohibited uses of the Service. Users with the “Administrator” role shall be responsible for all actions by Members on their organization. You shall comply with any codes of conduct, policies, storage limitations, or other notices Flokzu provides you or publishes in connection with the Service from time to time, but if any of those policies materially change the TOS, we will provide you with reasonable notice as provided in Chapter 1.3 above. You shall promptly notify Flokzu if you learn of a security breach related to the Service.

3.2. Any software that may be made available by or on behalf of Flokzu in connection with the Service, including Flokzu‘s mobile and desktop applications, (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, Flokzu only grants you a personal, non-sublicensable and non-exclusive license to use the object code of any Software solely in connection with the Service. Any rights not expressly granted herein are reserved.

3.3. Flokzu reserves the right to use your name as a reference for marketing or promotional purposes on the Site and in other communication with existing or potential Flokzu customers. For example, we might list your company on one of our webpages under lists of Flokzu customers. We don’t want to list customers who don’t want to be listed, so you may send an email to us stating that you do not wish to be used as a reference.

3.4. Flokzu may make available, in its sole discretion, an Application Programming Interface (API) and related documentation, data, code, and other materials provided with that API (collectively “API”) through our site. You undertake use of the API at your own risk, and such use of this API is governed by this TOS. You hereby agree to be bound by those terms, and acknowledge that violation of Flokzu’s TOS is grounds for termination of your account.

Chapter 4. Your Personal and Organizational Data Rights and Related Responsibilities.

4.1. "Your Data" means any personal data, your organization’s business processes details (processes configuration), Process Forms (fields associated to your business processes), data stored on field of your processes instances, and business processes models (“Processes Workflows”); any other data, files and content you upload or otherwise made available via the Services. "Your Data" includes messages, comments you make on process instances, profile information and anything else you enter or upload into the Service. Flokzu will make the most commercially reasonable efforts to ensure that all facilities used to store and process “Your Data” meet a high standard for security.

4.2. “Your Data” will be stored and used exclusively for the specific purpose of providing the Service for you and your organization. In order for us to provide the Service, we require that you grant us certain rights with respect to “Your Data”. For example, we need to be able to transmit, store and copy “Your Data” in order to display it to you and your organization members, to index it so you are able to search it, to make backups to prevent data loss, to send notifications and information related to the service, and so on. Your acceptance of this TOS gives us the permission to do so and grants us any such rights necessary to provide the service to you, only for the purpose of providing the service, and for no other purpose. This permission includes allowing us to use third-party service providers (such as Amazon Web Services) in the operation and administration of the Service and the rights granted to us are extended to these third parties to the degree necessary in order for the Service to be provided. Flokzu will make the most commercially reasonable efforts to ensure that third parties meet the same security and privacy standards as Flokzu.

4.3. If you or any user of your organization sends us any feedback or suggestions regarding the Service, Flokzu is granted an unlimited, irrevocable, perpetual, free license to use any such feedback or suggestions for any purpose without any obligation to you.

4.4. You are solely responsible for your conduct (including by and between all users), the content of “Your Data”, and all communications with others while using the Services. We may choose to review Public Content for compliance with our policies and guidelines, but you acknowledge that Flokzu has no obligation to monitor any information on the Services. However, Flokzu may remove or disable any Public Content at any time for any reason or for no reason at all. For example, if you upload files that do not belong to you and decide to make them public, we can delete those files.

4.5. We are not responsible for the accuracy, appropriateness, or legality of “Your Data” or any other information you and your users may be able to access using the Services. In particular, you must have rights to the content you upload to the service. Flokzu provides tools that will allow you to keep "Your Data" up to date, as well as to delete any data that you consider should no longer be in the service, and it is your responsibility to do so when you deem it convenient. The Service may provide features that allow you or your users to share "Your Data" or other contents with others, or to make them public. Please carefully consider what information you upload, share or make public.

Chapter 5. Payment.

5.1. To the extent you use a Service plan that is made available for a fee, you will be required to select a payment plan and provide Flokzu accurate information regarding your credit card or other payment instrument. You will promptly update your account information with any changes in your payment information. You agree to pay Flokzu in accordance with the terms set forth on the Site and this TOS, and you authorize Flokzu to bill your payment instrument in advance on a periodic basis in accordance with such terms.

5.2. If you dispute any charges you must let Flokzu know within sixty (60) days after the date that Flokzu invoices you. All amounts paid are non-refundable and we reserve the right to change our prices in the future. If we increase our prices for your Service plan, we will provide notice of the change on the Site and in email to you at least 30 days before the change is to take effect. Your continued use of the Service after the price change goes into effect constitutes your agreement to pay the changed amount. Flokzu may choose to bill you through an invoice, in which case, full payment for invoices issued must be received by the date specified in the invoice. Past due fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than Uruguayan taxes based on Flokzu’s net income.

Chapter 6. Representations and Warranties.

6.1. You represent and warrant to Flokzu that (i) you have full power and authority to enter into this TOS; (ii) you own all “Your Data” or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow Flokzu to perform its obligations) in connection with the Services without obtaining any further releases or consents; and (iii) “Your Data” and your other activities in connection with the Service, and Flokzu’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does “Your Data” contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortuous, offensive or harassing. You also agree not to:
  1. upload, post, transmit, or otherwise make available any of “Your Data” that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
  2. use the Service to harm minors in any way;
  3. impersonate any person or entity, including, but not limited to, a Flokzu employee, Administrator, Owner, Business Analyst  or other Member, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  4. manipulate identifiers in order to disguise the origin of any of “Your Data”;
  5. upload, post, transmit, or otherwise make available any of “Your Data” that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  6. upload, post, transmit or otherwise make available any of “Your Data” in a manner that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
  7. sublicense, resell, rent, lease, transfer or assign (except as permitted in Chapter 16) the Service or its use, or offer the Service on a time share basis to any third party;
  8. use the Service to upload, post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
  9. use the Service to upload, post, transmit, or otherwise make available any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;
  10. disrupt the normal flow of the business processes, or otherwise act in a manner that negatively affects other users' ability to use the Service;
  11. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service, including using any device or software;
  12. modify, adapt, or hack the Service, including by using any APIs, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
  13. intentionally or unintentionally violate any applicable local, state, national or international law in connection with your use of the Service, including, but not limited to, any data, privacy, or export control laws, or regulations promulgated by the Uruguayan law, and any regulations having the force of law;
  14. use the Service to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) known as a foreign terrorist organization;
  15. use the Service to "stalk" or otherwise harass another; and/or
  16. collect or store personal data about other users in connection with any of the prohibited conduct and activities set forth above.

6.2. You acknowledge that Flokzu and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any of “Your Data” that is available via the Service. For example, we may choose to review publically visible content (“Public Content”) posted or other mechanism for sharing content outside of your non-public channel for compliance with our policies and guidelines. If, for instance, you upload files that do not belong to you and make these files available publicly, we can delete those files. We may also review “Your Data” transmitted through non-public mechanisms (such as non-public channels within the Service) where we deem appropriate, including for violations of this TOS or in response to a user complaint. Without limiting the foregoing, Flokzu and its designees shall have the right to remove any of “Your Data” that violates the TOS or is otherwise objectionable. You must evaluate, and bear all risks associated with, the use of “Your Data”, including any reliance on the accuracy, completeness, or usefulness of “Your Data”. You acknowledge, consent and agree that Flokzu may access, preserve and disclose your account information and “Your Data” if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOS; (iii) respond to claims that any of “Your Data” violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Flokzu, its users and the public.

Chapter 7. Term; Termination.

7.1. This TOS will continue in full effect unless and until your account or this TOS is terminated as described herein. Service plans that are paid monthly will automatically renew for additional months, and Service plans that are paid annually will automatically renew for additional years. You have the right to deactivate your account at any time. Only Owners have the ability to deactivate and delete an “Organization” account.

7.2. We reserve the right to deactivate and delete your account (or the access privileges of any Member) and terminate this TOS at any time for any reason, or no reason, with or without notice. Without limiting the foregoing, Flokzu may, in its sole discretion, publish policies whereby we delete your account for prolonged inactivity. Upon any termination of this TOS, we will have no obligation to maintain or provide “Your Data”. If your Organization’s account is deleted, we will delete or destroy all copies of “Your Data” in our possession or control, in a reasonably expedient way, unless legally prohibited.

7.3. All accrued rights to payment and the terms of Chapter 5 and Chapter 8 through 20 shall survive termination of this TOS.

Chapter 8. Disclaimer of Warranties.

8.1. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but Flokzu shall use reasonable efforts to provide advance notice of any material scheduled service disruption. Further, you understand that “Your Data” may be transmitted or handled in an unencrypted manner if you choose to use unencrypted gateways to connect to the Service. Additionally, while Flokzu takes steps to ensure that information provided to its third party vendors and hosting partners is transmitted using reasonable security measures, it does not guarantee that these transmissions will be encrypted. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of “Your Data”. Flokzu will have no liability to you for any unauthorized access or use of any of “Your Data”, or any corruption, deletion, destruction or loss of any of “Your Data”.

8.2. THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND FLOKZU EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT FLOKZU DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM FLOKZU OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

Chapter 9. Limitation of Liability.

9.1. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL FLOKZU BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED (USD 500) UNITED STATES DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS CHAPTER ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.

Chapter 10. Dispute Resolution/Arbitration.

PLEASE READ THIS CHAPTER CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. In order to expedite and control the cost of disputes, you and we agree that any legal or equitable claim arising out of or relating in any way to your use of the Services or these TOS, and the formation, validity, enforceability, scope, or applicability of this TOS, including this Chapter 10 (referred to as a “Claim”) will be resolved as follows:

10.1. Informal Resolution. We will first try to resolve any Claim informally. Accordingly, neither of us may start a formal proceeding for at least 30 days after one of us notifies the other of a Claim in writing. Notice of the Claim will include a brief written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, claim, or controversy and the relief requested. You will send your notice by email to us AND to the address listed directly below. For Administrative Users, we will send our notice to the email AND the mailing address associated with your account. For Members, we will send your notice by email to the email address associated with your Member account.
Antabel S.A.
Av. Francisco Soca 1531
CP 11600
Montevideo
Uruguay


10.2. Formal Resolution. Montevideo, Uruguay is agreed as the court of jurisdiction for all disputes which arise from or in connection with this Agreement. The contractual relationship between the parties shall be governed by Uruguayan law. The contractual language is Spanish. If these TOS (in Spanish) have been translated and made available to the customer in another language, the contractual relationship with Flokzu is still governed by the Spanish language version. This holds especially if chapters are in conflict between the original and translated version. Amendments or supplements to this Agreement must be made in writing

Chapter 11. STATUTE OF LIMITATIONS.

11.1. Regardless of any statute or law to the contrary or the applicable dispute resolution process, an informal complaint pertaining to any Claim or cause of action arising out of or related to use of the Service or under the TOS must be filed with Flokzu within one (1) year after such Claim or cause of action arose or be forever barred.

Chapter 12. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT

12.1. We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide us the following information: a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; b) a description of the copyrighted work or other intellectual property that you claim has been infringed; c) a description of where the material that you claim is infringing is located on the site; d) your address, telephone number, and email address; e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf. Send all this information by mail to:
Antabel S.A.
Av. Francisco Soca 1531
CP 11600
Montevideo
Uruguay


Chapter 13. Indemnification.

13.1. You shall defend, indemnify, and hold harmless Flokzu from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of “Your Data”, or your (and your Members’) use or misuse of the Service. Flokzu shall provide notice to you of any such claim, suit or demand. Flokzu reserves the right to conduct the exclusive defense and control of any matter that is subject to indemnification under this chapter. In such case, you agree to cooperate with any reasonable requests assisting Flokzu’s defense of such matters.

Chapter 14. Enforceability.

14.1. If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable.

Chapter 15. Integration, Modification, and Authority.

15.1. This TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS. All waivers and modifications to this TOS must be in a writing signed by both parties that expressly by its terms modifies or waives a provision of this TOS, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Flokzu in any respect whatsoever.

Chapter 16. Assignment.

16.1. You may not assign this TOS without the prior written consent of Flokzu, except, if you are a company or other legal entity, you may assign this TOS in connection with a merger, re-organization or acquisition of all or a substantial portion of your assets by another company, but only upon 30-days prior notice to Flokzu. Flokzu may assign or transfer this TOS, in whole or in part, without restriction.

Chapter 17. Notices.

17.1. Except as otherwise set forth herein, all notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

Chapter 18. Choice of Law and Forum.

18.1. The TOS and the relationship between the parties shall be governed by the laws of the República Oriental del Uruguay without regard to its conflict of law.

Chapter 19. Waiver and Severability of Terms.

19.1. The failure of Flokzu to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision.

Chapter 20. No Right of Survivorship and Non-Transferability.

20.1. If you are a living person, you agree that your account is non-transferable and your rights to the content within your account terminate upon your death, however the content may be thereafter be available and accessible by Administrative Users.