FLUX WORK, INC. SUBJECT AGREEMENT

Effective Date: October 3, 2018

You agree that when you set a password you are entering into a legally binding agreement (a "Subject Agreement") with Flux Work Inc., and its affiliates ("Flux") regarding Flux's provision of its materials or services (as each may be modified or enhanced from time to time, a "Product") to its Customers (each, which may include your employer, a "Customer") and to you, as provided below.  The Subject Agreement is between Flux and you, even if you are using the Products at the direction of your employer.  If you do not agree with any of the below terms or do not otherwise want to enter into this Subject Agreement, do not click the “I AGREE” button.  Note that Flux may from time to time modify this Subject Agreement and will provide you with notice of any material changes as provided below, so as to give you the chance to review the changes before they become effective.  If you object to any changes, you may terminate this Subject Agreement as described below.  Your continued use of our Product after we publish or send a notice about our changes to these terms means that you are consenting to the updated terms.

 

Term; Termination, Deactivation, and Suspension.

 

Term and Termination.  The term of this Subject Agreement begins when you click "I AGREE" and terminates as of the date that either Flux or you terminates it, which either of us may do at any time, for any reason (or for no reason), and without prior notice to the other party.  When this Subject Agreement terminates: (a) you will not be able to access our Products or the data that is contained therein and (b) we will commence the process of deleting the information you have entered into our system (your "Account Data") and about how you have used our Products (your "Usage Data" and together with your Account Data, your "Data") from our production systems.  Deleting this Data may take as many as 90 days.  Flux will not be able to delete Data to the extent that it has been shared with any of our Customers and may continue to use it following termination in a way that does not identify you. 

 

Deactivation.  You also have the option to deactivate your account.  To deactivate your account, please send us an email at support@fluxwork.co requesting us to do so.  When you deactivate your account, your Data will not be accessible by any of our Customers (except to the extent that you have previously shared such Data with any Customer and/or such Data has been combined with similar Data from other individuals such that it cannot identify you) and you will not be able to receive contact from any of our Customers via a Product.

 

Suspension.  We may at any time suspend access to your account or remove your Account Data if we suspect you have violated the terms of this Subject Agreement.  If we suspend your account, we will attempt to contact you as provided below to explain our action.  In such case, you may also contact us at support@fluxwork.co.

 

Use of Products.  You represent that you are 18 years of age or older.  When you use our Products, you: (a) will abide by all applicable laws, rules, and regulations; (b) will create only 1 account, not transfer or otherwise allow anyone to access to your account, and be responsible for all usage of the Products via your account (unless you close it or report unauthorized access); (c) will promptly report to Flux any unauthorized access to your account or any other breach of security that you know or suspect; (d) will not modify, create derivative works of, decompile, or otherwise attempt to extract source code from Flux or any Product; (e) will not resell, transfer, assign, or use as a service bureau any Product; (f) will not enter Account Data that is false, misleading, fraudulent, or that violates the rights of others; (g) will not upload viruses or malicious code or otherwise do anything that could disable, overburden, or impair our Products; (h) will not access or collect data from our Product using automated means, attempt to access data that you do not have permission to access, or use data for purposes other than those for which you have permission; and (i) will be responsible for your Account Data, including without limitation updating it.  You also acknowledge that Flux's Customers have certain rights to view and use your Data in connection with their use of the Products.  You agree that Flux can provide notices and messages to you either within a Product or to the Account Data you have entered into your user profile.  In using the Products, you may encounter content or information that may be inaccurate or inappropriate and you agree that Flux is not responsible for Customer content or information. You agree that Flux has no obligation to store, maintain, or provide you copies of any Data, except to the extent required by applicable law.

 

Proprietary Rights.  Flux reserves all title and ownership rights, including without limitation all intellectual property rights, in and to the Products.  Your use of a Product does not give you any ownership to it or the information made available to you from using it.  Any trademarks or logos that are used in connection with the Products are the property of their respective owners.

 

Flux Obligations.  Flux will abide by all laws, rules, and regulations that are applicable to its provision of Products as they are intended to be used.  Flux will have no right, title, or interest in or to your Account Data, except you agree that Flux may: (a) collect, use, and store the Account Data in connection with its provision of the Products and enforcement of Flux's rights; (b) use the Account Data to improve the Products and/or Flux's Websites; and (c) compile aggregated statistics including your Account Data along with data of others for internal or marketing purposes, so long as these uses do not include any information that can identify you. 

 

Warranty Disclaimer.  TO THE EXTENT ALLOWED BY APPLICABLE LAWS, FLUX: (a) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT); (b) DOES NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS; AND (C) PROVIDES THE SERVICE (INCLUDING ANY CONTENT ACCESSIBLE VIA THE SERVICES) ON AN “AS IS” BASIS.  SOME LAWS DO NOT ALLOW US TO MAKE CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.

 

Liability Exclusions and Limitations.  TO THE EXTENT ALLOWED BY APPLICABLE LAWS, FLUX WILL NOT BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF GOOD WILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF CONTENT OR DATA, COST OF COVER, OR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THIS SUBJECT AGREEMENT OR YOUR RELATIONSHIP WITH FLUX.  IN NO EVENT WILL FLUX'S CUMULATIVE LIABILITY UNDER THIS SUBJECT AGREEMENT FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WILL EXCEED THE SUM OF $500.  THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN FLUX AND YOU, AND WILL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW), EVEN IF FLUX HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.  SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.

 

General.  The laws of California, excluding its conflict of laws rules, will exclusively govern such claims and disputes.  Each of us agrees that any such claims and disputes will be litigated only in the federal or state courts located in San Francisco, California, and we each agree to personal jurisdiction in those courts.  The prevailing party in any such dispute will be entitled to its reasonable attorneys’ fees and litigation or related expenses. Flux’s relationship with you is that of an independent contractor, and nothing herein is intended, or should be construed, to create a partnership, agency, joint venture, or employment relationship.  If any provision of this Subject Agreement is deemed unenforceable, then the remaining portion will remain in full force and effect.  Any failure by Flux to enforce any of the provisions of this Subject Agreement will not be considered a waiver.  Any amendment to or waiver of the provisions of this Subject Agreement must be made in writing and signed by Flux.  You will not transfer any of your rights or obligations under these Terms to anyone else without Flux's prior, written consent.  Provisions that should reasonably be considered to survive termination of this Subject Agreement will survive and be enforceable after such termination, including without limitation provisions relating to proprietary rights, limitations of liability, effects of termination, and governing law.  This Subject Agreement completely and exclusively states our agreement regarding its subject matter.  Except as otherwise stated above, this Subject Agreement is intended for the sole and exclusive benefit of the parties, is not intended to confer any rights or benefits on any third party, and may be enforced only by the parties to it.  Flux reserves all rights that it does not expressly grant to you in this Subject Agreement.