Terms Of Service For Flow Sparrow
These terms and conditions outline the rules and regulations for the use of Flow Sparrow Inc. dba Flow Sparrow (“Flow Sparrow”).
TERMS OF SERVICE AGREEMENT Last Revised: February, 2022
This Agreement sets forth the terms and conditions that apply to your access and use of the Website owned and operated by Flow Sparrow (the “Flow Sparrow Website”) and related services.
“Billable Users” means those types of Users (defined below) for which we charge you fees as set forth on the pricing sheet provided.
"Billing Period" means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Service for a one (1) year Initial Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
"Order Form" or "Order" means the Flow Sparrow-approved form or online subscription process by which you agree to subscribe to the Service. Most Orders are completed through our online payment process using Stripe or via in-app purchase.
“Pricing Sheet” means the information sheet provided by the Flow Sparrow representative during the sales process. Or any pricing sheets that are shared with the individual.
"Subscription Fee" means the amount you pay for the Service.
"Subscription Term" means the Initial Subscription Term and all Renewal Subscription Terms.
Accepting the Terms
By using the Software information, tools, features and functionality located on the Flow Sparrow Website (together the “Service” or “Services”), you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Flow Sparrow Website) or you are a "User" (which means that you have signed up with Flow Sparrow). The term “you” or "User" refers to a Visitor or a User. If you wish to become a User and make use of the Service, you must read this Agreement and indicate your acceptance during the Sign up process.
You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with Flow Sparrow. If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. Before you continue, you should print or save a local copy of this Agreement for your records.
Description of the Service
Subject to the terms and conditions of this Agreement, Flow Sparrow grants to you, during the term of this Agreement, the non-transferable, non-sublicensable, non-exclusive, revocable right to use the Service and the Flow Sparrow Website for the sole purpose of research, generate reports, and for personal use and not for purposes of resale to public, dissemination to third parties or for any other purpose. All use of the Services not permitted in these Terms of Service are strictly prohibited.
The Service is a web-based platform that provides Users with monthly web development, design, reporting, and support services. You may access the Services by paying for one or more licenses to a Flow Sparrow product. The license determines the precise product and service plan you have purchased. All task deliverables are determined on a per account basis, and in most cases, will not be delivered sooner than Three (3) business days from the time the task is submitted and received by Flow Sparrow. All Standard subscription customers are limited to One (1) active task in the queue at any given time. Premium subscription customers are limited to Two (2) active tasks in the queue at any given time. An active task is a request that is submitted by the user and is assigned to a Flow Sparrow team member.
We modify the Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Service that materially reduce the functionality of the Service provided to you during the Subscription Term. We might provide some or all elements of the Service through third party service providers.
In order to use our Services you must link a third party email account to your Flow Sparrow account. With your permission (which you are granting by using the Service), we will create and update versions of your address book and emails for you to access in Flow Sparrow. You will also have the option to import and update versions of your calendar, social media contacts, and you can later choose to upload files to or provide comments through Flow Sparrow (together, "Your Data").
You retain full ownership of Your Data. We do not claim any ownership over any of Your Data.
You are solely responsible for your conduct, the content of Your Data and your communications with others while using the Services. For example, it's your responsibility to ensure that you have all rights and permissions needed to comply with these Terms and to avoid infringement or violation of any rights of others.
You acknowledge that Flow Sparrow has no obligation to monitor any information on the Services and that we are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your Data or any other information or content you may be able to access using the Services.
Sharing Your Data, Third Party Products and Your Privacy
A Third Party Product is any third party product, application, service, software, network, system, directory, website, database and/or information obtained separately by you which links to the Services, or which you may connect to or enable in conjunction with the Services, including, without limitation, Third Party Products which may be integrated directly into the Services by you or at your direction. If you or your Authorized Users (which shall be defined as any employee, contractor, or agent of yours who is authorized to use the Flow Sparrow Services and who has access to the Flow Sparrow Services via a unique username and password under your account) choose to share Your Data in any manner, including through a Third Party Product or integration you are solely responsible for what that third party may do with Your Data, and your relationship with that third party . Likewise, you are solely responsible for any of the effects a Third Party Product may have on Your Data, including deleting or corrupting Your Data. You acknowledge that Flow Sparrow is not responsible for the disclosure of Your Data by you or your agents (including your Authorized Users) to any third parties or the effects of any Third Party Product on Your Data.
The limits that apply to you will be specified in your billing invoice as discussed with the Flow Sparrow representative, or in the Pricing Sheet provided. You will be charged fees associated with all Billable Users. If we make modifications to the limits set forth on the Pricing Sheet that would negatively impact you, these modifications will not apply to you until the start of your next Renewal Subscription Term. On renewal, the current product usage limits on our updated Pricing Sheet or will apply to your subscription, unless you and we otherwise agree.
Fees and Payments
Unless otherwise indicated on an Order Form or Statement of Work (SOW), all fees will be due and payable upon commencement of the Services (“Service Fees”). If you fail to pay Service Fees within five (5) business days of notice to you that payment is due or delinquent, or if you do not update payment information upon request, we may suspend or terminate access to the Services by you or your Authorized Users.
You will pay all applicable sales, use, service, value-added, consumption or other taxes associated with the Services you purchase. Flow Sparrow will pay all taxes on its income and all taxes and insurance associated with its personnel. Payments made by credit card or debit card may be billed and processed by an agent on behalf of Flow Sparrow. Such agent shall act solely as a billing and processing agent for and on behalf of Flow Sparrow and shall not be construed to be providing the Service. If you mandate the use of any specific payment portal or other processing agent which charges a fee to Flow Sparrow of any kind, you shall be invoiced the cost of such fee and obligated to pay it.
After the Initial Term, the Service Fees are subject to change and may be changed upon notice to you at least thirty (30) days prior to the start of any Renewal Term (as defined below).
1. Subscription Fees. The Subscription Fee will remain fixed during the "Subscription Term" means the Initial Subscription Term and all Renewal Subscription Terms unless you (i) exceed Billable Users or other applicable limits (see the “Limits” section above), (ii) upgrade products or packages, or (iii) subscribe to additional features or products. Where a price change applies to you, we will charge or invoice you under the new price structure, starting with the next Billing Period in the Subscription Term. You may not downgrade your subscription during the Subscription Term and in order to avoid additional charges, you should purchase the appropriate tier of Service for your anticipated needs.
2. Fee Adjustments in Next Billing Period. If you exceed your Billable Users in a Billing Period, then your Subscription Fee will increase at the beginning of the next Billing Period up to tier price (as set forth on our Pricing Sheet) which corresponds with the Billable Users from the prior Billing Period. Any increase in Subscription Fee in the current Billing Period will also be charged to your next Billing Period. This process will continue for each Billing Period during the Subscription Term.
3. Payment by credit card is standard. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. If newly starting services with Flow Sparrow, services will not be activated until initial payment has been made.
4. Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.
5. Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Service. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
Subscription Term and Renewal
1. Initial Subscription Term. The initial subscription term shall begin on the effective date of your subscription and expire at the end of the period selected during the subscription process ("Initial Subscription Term").
2. Renewal Subscription Term. Unless one of us gives the other written notice by email of intention to not renew the subscription ("Notice of Non-renewal"), this Agreement will automatically renew for the Initial Subscription Term ("Renewal Subscription Term"). The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the pricing provided in the initial agreement. See the ‘Limits’ section above for the applicability of product usage limits on renewal. Notice of Non-renewal must be successfully sent no fewer than thirty (30) days before the end of the Subscription Term. The user must send Notice of Non-renewal by email to firstname.lastname@example.org.
3. End of Subscription Term. The Subscription Term will end on the expiration date if the subscriber has submitted a cancellation request in the above mentioned time frame.
Third Party Sites & Content
The Service may permit you to see or link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under Flow Sparrow's control, and you acknowledge that Flow Sparrow is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Flow Sparrow or any association with its operators. You further acknowledge and agree that Flow Sparrow shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
Your Profile Information & Confidentiality
You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your email address, allows you to access the Service. That email address and password, together with any or other user information you provide form your “Profile Information.”
By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate.
If you become aware of any unauthorized use of your Profile Information, you agree to notify Flow Sparrow immediately at the email address – email@example.com
You understand that Flow Sparrow has disclosed or may disclose business, technical or financial information relating to its business (hereinafter referred to as “Proprietary Information” of Flow Sparrow). Proprietary Information of Flow Sparrow includes non-public information regarding features, functionality and performance of the Service. You agree: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Flow Sparrow agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that you can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from Flow Sparrow, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of Flow Sparrow or (e) is required to be disclosed by law.
Flow Sparrow shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, and (c) all intellectual property rights related to any of the foregoing.
Your Use of the Service Comprises a Single License Only
Your right to access and use the Flow Sparrow Website and the Service is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your password to any third party. You are only entitled to access and use the Flow Sparrow Website for lawful purposes.
You agree to provide true, accurate, current and complete information about yourself, and you may not misrepresent your Profile Information. In order for the Service to function effectively, you must also keep your Profile Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you will be affected.
Your access and use of the Flow Sparrow Website may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Flow Sparrow Website or other actions that Flow Sparrow, in its sole discretion, may elect to take. We monitor and maintain 99.9% uptime or better and notify you at the earliest possible time when there is system-wide service disruptions and provide you with an estimated time to recover.
Flow Sparrow’s Intellectual Property Rights
The Service and the contents of the Flow Sparrow Website, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under Canadian, United States and international copyright, trademark and other laws. The contents of the Flow Sparrow Website belong or are licensed to Flow Sparrow or its software or content suppliers. You may download or print a copy of the information provided on or by the Flow Sparrow Website for your personal and internal use only. Any distribution, reprint or electronic reproduction of any content from the Flow Sparrow Website in whole or in part for any other purpose is expressly prohibited without our prior written consent.
You represent and warrant that you will comply with all laws and regulations applicable to your use of the Services.
You agree that you will not:
1. Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Service the Flow Sparrow Website or any portion of the Service the Flow Sparrow Website, without Flow Sparrow’s express written consent, which may be withheld in Flow Sparrow’s sole discretion;
2. Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Flow Sparrow Website, other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Google Chrome);
3. Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Flow Sparrow Website or the Service; or
4. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Flow Sparrow Website or the Service.
5. Attempt to circumvent or hack any security requirement or process in the use of the Service or the Flow Sparrow Website, or attempt to access any part of the Service or the Flow Sparrow Website (or any of their related systems, networks, servers or other equipment) for which the User is not authorized to access, or attempt to disrupt in any manner the operation of the Service or the Flow Sparrow Website, its servers or networks, or disobey any requirements, procedures, policies or regulations of our networks connected to the Flow Sparrow Website, or manipulate identifiers in order to disguise the origin of any content transmitted on or through the Flow Sparrow Website or the Service, or the source of any content.
6. License, sublicense, rent or lease the Service to third parties, use the Software for third party training, commercial time-sharing or service bureau use, or otherwise make the Service available to third parties or otherwise commercially exploit the Service.
1. You are responsible for your conduct, Content, and communications with others while using the Services. You must comply with the following requirements when using the Services:
2. You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes.
3. You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Flow Sparrow will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Flow Sparrow.
4. You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
5. Unless authorized by Flow Sparrow in writing, you may not resell or lease the Services.
6. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless Flow Sparrow has agreed with you otherwise. For example, you are responsible for submitting to compliance and receive compliance approval for any messaging to be used, or profile changes to be made prior to implementation. You may not use the Services in a way that would subject Flow Sparrow to those industry-specific regulations without obtaining Flow Sparrow’s prior written agreement. For example, you may not use the Services to collect, protect, or otherwise handle “protected health information” (as defined in 45 C.F.R. §160.103 under United States federal regulations) without entering into a separate business associate agreement with Flow Sparrow that permits you to do so.
7. Flow Sparrow integrates with third party platform providers which maintain their own terms of service that you are responsible for following. Users are responsible for being aware of and accountable for following applicable third party terms of service and that such terms of service are subject to change without Flow Sparrow’s knowledge. Flow Sparrow may extend to you integrations, partnerships, or formal approvals with platforms. As a user of Flow Sparrow you consent to accepting responsibility for abiding by other platforms’ applicable terms.
8. Flow Sparrow may provide tools through the Service that enable you to interact with and export information to third party services, including through features that allow you to link your account on Flow Sparrow with an account on the third party service. You are solely responsible for maintaining your accounts on such third party services in good standing and complying with any applicable third party terms of service and laws. By using one of these tools, you authorize Flow Sparrow to act as your agent and to take actions on your behalf on or through the third party services and you agree that Flow Sparrow may transfer information to or from the applicable third party services on your behalf and execute commands on or through such services at your direction.
Disclaimer of Representations and Warranties
THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE FLOW SPARROW WEBSITE OR PROVIDED THROUGH THE SERVICE OR THE FLOW SPARROW WEBSITE ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. FLOW SPARROW MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE CONTENT OR OPERATION OF THE FLOW SPARROW WEBSITE, THE FLOW SPARROW WEBSITE OR OF THE SERVICE YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.
FLOW SPARROW MAKES NO REPRESENTATIONS, CONDITIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE FLOW SPARROW WEBSITE OR OF THE SERVICE, OR WHICH IS DERIVED FROM OR BY THE USE OF THE FLOW SPARROW WEBSITE OR THE SERVICE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE CONTENT AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
FLOW SPARROW IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY FLOW SPARROW.
THE SERVICE AND THE FLOW SPARROW WEBSITE IS PROVIDED FOR EVALUATION AND TESTING PURPOSES ONLY, AND OWING TO ITS EXPERIMENTAL NATURE, YOU ARE ADVISED NOT TO RELY ON THE FEATURES OR PERFORMANCE OF THE SERVICE AND THE FLOW SPARROW WEBSITE FOR ANY REASON. YOU AGREE TO USE THE SERVICE AND THE FLOW SPARROW WEBSITE WITH ALL DUE CAUTION, AND TO TAKE EVERY PRECAUTION TO ENSURE THE INTEGRITY OF YOUR DATA, HARDWARE, SOFTWARE.
Limitations on Flow Sparrow’s Liability
FLOW SPARROW SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, DATA, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR USE OR ACCESS TO THE FLOW SPARROW WEBSITE, THE SERVICE OR THIS AGREEMENT, EVEN IF FLOW SPARROW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, FLOW SPARROW’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED, IN AGGREGATE FOR ANY AND ALL CLAIMS ARISING OUT OF, OR RELATED TO THIS AGREEMENT, TO THE LESSER OF ONE HUNDRED DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SERVICE IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
YOU HEREBY WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR HAVE A TRIAL BY JURY FOR ANY MATTER, DISPUTE, PROCEEDING OR ACTION ARISING OUT OF, OR RELATED TO, THIS AGREEMENT.
Your Indemnification of Flow Sparrow
You shall defend, indemnify and hold harmless Flow Sparrow and its officers, directors, agents, owners, shareholders and employees, from and against all claims, actions, proceedings, fees, costs, damages and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement by you or to any use by you of the Service or the Flow Sparrow Website.
Flow Sparrow may modify this Agreement from time to time. You will be notified of any and all changes to this Agreement through a prominent notice on the Flow Sparrow Website site or an email notice. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.
Governing Law and Forum for Disputes
If there is any dispute between you and Flow Sparrow about or involving the Flow Sparrow Website or the Service, by using the Flow Sparrow Website or the Service, you agree that the dispute shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, and the federal laws of Canada applicable therein without regard to its conflict of law provisions. You hereby agree to submit to the exclusive jurisdiction of the courts of the province of British Columbia in respect to any claim, proceeding or action relating to or otherwise arising out of or related to this Agreement, the Flow Sparrow Website, or its Service howsoever arising, provided always that Flow Sparrow may seek and obtain injunctive relief in any jurisdiction in relation to this Agreement.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
You agree that if Flow Sparrow does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Flow Sparrow has the benefit of under any applicable law), this will not be taken to be a formal waiver of Flow Sparrow’s rights and that those rights or remedies will still be available to Flow Sparrow.
All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.
Notwithstanding any term to the contrary contained in this Agreement, the provisions which by their nature ought reasonably to survive shall survive any actual or purported termination or expiry of this Agreement, and continue in full force and effect, including without limitation all sections herein.
This Agreement represents the entire understanding and agreement between you and Flow Sparrow regarding the subject matter of the same, and supersedes and replaces all other previous agreements, including, without limitation all previously posted agreements.
End of Terms of Service
If you have any questions or suggestions about our Terms and Conditions, do not hesitate to contact us at firstname.lastname@example.org