PLEASE READ THESE TERMS CAREFULLY.

The Mainflow Product Specific Terms are intended to highlight some of the important things about using our different Subscription Services. The Product Specific Terms form part of the Mainflow Customer Terms of Service and are hereby incorporated therein.

1.  Mainflow CRM AND FREE SERVICES

1.1  Mainflow CRM Subscription Fees

Mainflow CRM, which includes free trial periods of select features in our paid Subscription Services, is one of our Free Services. As such, there are no Subscription Fees associated with your use of Free Services. If you use the Mainflow CRM or any of our Free Services, we will make them available to you until the earlier of (i) the date on which your free subscription is terminated or (ii) the start date of your paid subscription. 

Mainflow CRM is charged as defined in each subscription plan (Marketing, Sales, Projects, Content, Support, Portals and Full Suite) and each according level (Starting, Scaling, Expanding).

1.2 Email Send Limit. If you reach your Email Send Limit, you will not be able to send any more emails until the start of the next calendar month, including emails pre-scheduled to go out after reaching the Email Send Limit. Kick-back emails from form conversion will not be interrupted. 

1.3 Retrieval of Customer Data. If you need help retrieving your Customer Data during the Subscription Term, we will provide reasonable assistance to you, at your reasonable cost, and in accordance with the ‘Confidentiality’ section of the General Terms. 

We strongly recommend retrieving your Customer Data prior to the end of your Subscription Term; for the Mainflow CRM and Free Services, we will not provide you with any access to Customer Data after termination or expiration of your Subscription Term.

1.4 Unified Database. By using Mainflow CRM with other parts of the Subscription Service, you understand that all Contact Information will be stored in a unified database of Contacts associated with your subscription, and that all workflows you use will pull from this unified list of Contacts.

2.  Mainflow USERS (and Contacts)

A “User” is the manner and level of access your Users have to the Subscription Services.  We offer different types of users and user levels. The users are: Admin, Manager, and INternal. The users that are charged for in the Subscription are: Admin, Manager and Internal (only Admin and Manager have access to the Mainflow Dashboard on app.mainflow.io). Contacts (external to your organisation) users are paid fro an stated in our pricing page. Contacts do not have access to the app.mainflow.io dashboard.

2.3 Managing Users.  

(i) Dedicated Users. Each Mainflow account must have at least one User. User accounts and credentials may not be shared and cannot be shared as there can be no login with the same user account from two different devices.

(ii) Updating Users. You may change the number of Users at any time during the Subscription Term. Users may not share log-in information; as required in the Agreement, each User must have unique user identifications and passwords.

(iv) Adding Users. Customers may upgrade (or downgrade) at any time, selecting between the subscription plans and levels Starting, Scaling or Expanding to allow for more users in their Manflow account.

(v) Removing Added Users. You may remove added Users by removing the User from your renewal; the change will be effective as of your next renewal date. Additionally, if you downgrade subscription tiers as permitted under the Agreement at renewal, you will lose access to the Users associated with your previous subscription.  

 3.  MARKETING PLAN 

3.1 Overview. Customers who purchase one of our Marketing Plans (defined below) will only pay for the contacts to which they want to send marketing emails and target ads.

3.2  Marketing Plan (with Marketing Contacts)

The terms in this section apply to any purchase of the following products: Marketing Plan as defined below.

3.2.1  Definitions.

“Marketing Contacts” means Contacts that are able to receive marketing emails and be targeted with ads, and are designated as Marketing Contacts in your Mainflow account.

“Maximum Contacts” means the maximum number of Marketing Contacts you are permitted to use with the Subscription Service as identified in your Plan, plus any Marketing Contacts added as part of an upgrade.

3.2.2  Marketing and Full Suite Plans Email Send Limit

If you reach your Email Send Limit, you may not be able to send any more emails. You may increase your Email Send Limit by upgrading your Marketing Plan subscription.

3.3 Contact Tier Upgrades.

For our Marketing and Full Suite Plans, once increased, your Subscription Fee will not decrease, even if there is a subsequent reduction in the number of Marketing Contacts or emails sent.

You can learn more about how your fees may be otherwise adjusted in the remainder of this ‘Fees Adjustments’ section below.

3.3.1 Contact Tiers. Your Subscription Fee will increase immediately during the course of a Billing Period if you exceed your Maximum Contacts limit in a Billing Period. In this case, the Subscription Fee will increase up to the tier price which corresponds with the number of Marketing Contacts and your invoice will increase by the corresponding prorated amount for the remainder of your Current Term. Tier prices for Marketing Plans are as set out in the Mainflow Pricing page.

You may manage your Marketing Contacts to avoid an increase in your Subscription Fee as set out in the ‘Managing Your Marketing Contacts’ section below.

3.3.2  Managing Your Marketing Contacts. When you purchase a Marketing Contacts subscription, you’ll have the opportunity bulk import your contacts. We apply a ‘fair usage’ policy defined as ’10 % extra’. This means that there will be no further charges within the 10 % extra limit, referring to the tier you are subscribed to. Beyond that, you will be prompted to upgrade to the next level.

We will monitor or audit remotely the number of Marketing Contacts in the Subscription Service and the number of emails that you send on the Subscription Service.

3.3.3  Retrieval of Customer Data. If you make a written request within thirty (30) days after termination or expiration of your subscription, we will provide you with temporary access to the Subscription Service to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. If we provide you with temporary access to the account, we may charge a re-activation fee. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data. We will delete all Customer Data in our systems or otherwise in our control unless (i) we are legally prohibited or (ii) save as set out in the ‘Deletion or Return of Customer Personal Data’ section of the DPA, then such Customer Personal Data will be Processed in accordance with our DPA.

We will provide reasonable assistance to you, at your reasonable cost, if you require any assistance to retrieve your Customer Data during the Subscription Term, and in accordance with the ‘Confidentiality’ section of the General Terms.

OTHER PLANS

5.1 Overview. The terms in this section apply to Subscription Services reflected as a Plan in the Product and Services Catalog, except Marketing Plan which is referenced in its respective section.

5.1.1 Retrieval of Customer Data. We will provide reasonable assistance to you, at your cost, if you require any assistance to retrieve your Customer Data during the Subscription Term, and in accordance with the ‘Confidentiality’ section of the Terms of Services. 

We strongly recommend retrieving your Customer Data prior to the end of your Subscription Term; for the other Hub Subscription Services we will not provide you with any access to Customer Data after termination or expiration of your Subscription Term.

5.2 Sales Plan. The terms in this Section also apply to any purchase of Sales Plan: 

5.2.1 Documents. Files that you upload using the ‘Documents’ feature are stored by us and shared with other users of your Mainflow CRM team.

5.2.3 Revenue Reporting Tools. Revenue reporting tools provided as part of the Subscription Service are not intended to be used as systems of record for financial, tax, employee commission, or other regulatory compliance or reporting. You are responsible for ensuring the accuracy or reports derived using the revenue reporting tools.

Data Use and Sharing Authorization

(i) You agree we may use information collected through the Mainflow Tracking Code, which may include Personal Data such as IP addresses and other online identifiers (“Website Data”), to provide, maintain, append, improve, enhance, and develop our commercial dataset and Subscription Services.

(ii) You acknowledge we may use Enrichment Data to provide, maintain, append, improve, enhance, and develop our commercial dataset and the Subscription Services; this authorization is necessary for the functionality of enrichment products and supersedes any prior or conflicting terms. For the avoidance of doubt, by using the enrichment products, you agree that only the Enrichment Data you transmit to Mainflow via the Subscription Services may be copied to our commercial dataset and processed further as Mainflow Content.

(iii) For your ease of reference, the ‘Controller-to-Controller Terms’ section of the DPA applies to the extent that Customer uses our enrichment products or the Mainflow tracking code, and each party is considered a Controller under Data Protection Laws.

Accuracy and Availability

(i)  Mainflow will make reasonable efforts to match, cleanse, update, or append your records with information from our commercial dataset. 

(ii) Mainflow will take reasonable steps to correct errors and omissions in Enrichment Outputs when discovered by Mainflow and/or upon notification by Customer. However, accuracy of Enrichment Outputs may vary, and availability of Enrichment Outputs may be limited by location. 

Customer Responsibilities

(i) You are responsible for the content, accuracy, and integrity of Enrichment Data you transmit to Mainflow, including for correcting errors and omissions.

(ii)  Customer acknowledges that it shall implement the current version of the Mainflow Tracking Code on the Customer Websites in accordance with the current product documentation and acknowledges that failure to do so may cause the enrichment products to cease working properly.

(iii)  With respect to the use of the Mainflow Tracking Code, Customer represents and warrants that it has provided and will continue to provide adequate notices and opt-out mechanisms, and that it has obtained and will continue to obtain any necessary permissions and consents, as required by applicable laws, in order to lawfully collect and transmit Website Data and Professional Enrichment Data to Mainflow under the Agreement. Without limiting the foregoing, Customer will include on each Customer Website a notice that discloses Customer’s use of third-party tracking technology to collect Website Data in compliance with Data Protection Laws (as defined under the DPA).

AI PRODUCTS

7.1 Overview. We may offer products, features, or tools as part of the Subscription Services that are powered by artificial intelligence, machine learning, or similar technologies (collectively, “AI Products”). The terms in this section govern your use of the AI Products within the Subscription Services. They do not apply to the use of any Third-Party Products or Third-Party Sites that are powered by artificial intelligence, machine learning, or similar technologies.

Some of the AI Products in your account may be on by default; you can adjust these settings at any time in your account.

7.2 Input and Output. You are responsible for any text, images, or other content you upload or submit to the AI Products (“Input”) as well as the text, images, or other content generated by the AI Products based on your Input (“Output”). You will have all necessary rights and permissions to share any data included in the Inputs you provide and the Outputs you use. Output may not be accurate or reliable and you should independently review all Output before using or sharing it.

7.3 Ownership and Rights. Between you and Mainflow, you retain all rights you may have to use and exploit your Output and we retain all ownership in and to the AI Products, including but not limited to all algorithms or models and aggregated results of developing the AI Products. This means you can use your Output for any lawful purpose, including commercial purposes such as sale or publication, in accordance with the Customer Terms of Service (including these Product Specific Terms).

You acknowledge that Output may not be unique across users and that the AI Products may generate the same or similar Output for you or a third party. For example, you may provide Input into an AI Product such as “What color is the sky?” and receive responses such as “The sky is blue.” These responses are not unique to you and you may not claim ownership in them.

7.4 AI Service Providers. We provide some elements of the AI Products through third party service providers (“AI Service Providers”). You acknowledge that your Input and Output, including Customer Data, will be shared with and processed by our AI Service Providers, to enable your use of our AI Products, for content moderation, and other business purposes consistent with this Agreement.

You may not use the AI Products in a manner that violates the Mainflow Acceptable Use Policy. 

7.5. Availability and Modifications. We do not guarantee the availability of the AI Products in any or all geographical areas. Notwithstanding anything to the contrary in this Agreement, any production downtime impacting the AI Products that results from a failure of a third party service provider will not be included in the Service Uptime Commitment.

Notwithstanding anything to the contrary in our Terms of Service or these Product Specific Terms, we may make changes to the AI Products that materially reduce the functionality provided to you during the Subscription Term or change the limits that apply to you at any time in our sole discretion. 

OTHER SERVICES

8.1 Consulting Services. You may purchase Consulting Services by placing an Order with us. Unless we otherwise agree, the Consulting Services we provide are described in the Product and Services Catalog and will be delivered in English.  Fees for these Consulting Services are in addition to your Subscription Fee. If you purchase Consulting Services that recur, they will be considered part of your subscription and will renew in accordance with your subscription. If you are purchasing Consulting Services under the scope of your Mainflow Solutions Partner Program Agreement through an Order Form, the Mainflow Solutions Partner Program Agreement will apply.

8.1.1 Remote Delivery. All Consulting Services are performed remotely, unless you and we otherwise agree. For Consulting Services performed on-site, you will reimburse us our reasonable costs for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice.

8.1.2 Expiration. If there are a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the “Expiration Period”).  

If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the “Delivery Period”). If there is no Expiration Period or Delivery Period indicated, then it will be one hundred and eighty (180) days from purchase.  

If the Consulting Services provided are not complete at the end of the Delivery Period due to your failure to make the necessary resources available to us or to perform your obligations, such Consulting Services will be deemed to be complete at the end of the Delivery Period. If the Consulting Services provided are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations, the Delivery Period will be extended to allow us to complete such Consulting Services.

8.1.3  Third Party Providers. We might provide some or all elements of the Consulting Services through third party service providers.  Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.

8.2 Communication Services. The Mainflow Communication Services include third-party forums, online communities, blogs, personal web pages, calendars, and/or other social media communication facilities (such as Facebook, Twitter and LinkedIn) linked to or from the Subscription Service that enable you to communicate with the public or with a private group (“Communication Services”).

You agree to use Communication Services only in compliance with any terms of use specified by each Communication Service. We do not control the content, messages or information found in the Communication Services. We will not have any liability with regards to the Communication Services and any actions resulting from your use of the Communication Services.  

(i) You may elect to migrate Hosting Locations by changing the configuration in your account settings, or we may ask you to move to a different Hosting Location (e.g., if we find your location on sign-up differs from our records, like your billing address, if a different Hosting Location would enhance your use of the Subscription Services or make them more reliable, etc.). For Free Services, we will always determine your Hosting Location.

(ii) You acknowledge the limitations and risks associated with data migration, including migration cancellation at the reasonable determination of Mainflow, and possible migration failure. In the event of cancellation or failure, Customer Data will remain in the original data Hosting Location.

(iii) Post Migration Data Retention. After a reasonable period of time, we will either delete or anonymize your Customer Data in the original Hosting Location. We will only retain your Customer Data on an ongoing legitimate business need to do so in accordance with this Agreement, including the DPA.

8.4 Mainflow Directory and Community. If you use the Mainflow Directory (as defined in the Mainflow Terms of Use), you agree to comply with the Mainflow Terms of Use available to you. If you use the Mainflow Community (as defined in the Mainflow Community Terms of Use), you agree to comply with the Mainflow Community Terms of Use available to you.

8.8 Texting. You are responsible for all compliance obligations related to applicable laws, rules and regulations relating to texting communications (also known as SMS texting) when using the Subscription Services.  For the avoidance of doubt, you are responsible for your compliance with regulations and carrier requirements, including those relating to marketing and data privacy; in the event your messaging carrier assess a penalty associated with your account or related to your use of the Subscription Services, your invoice will reflect any applicable third-party carrier penalties as a pass through cost.  You may work with your carrier directly to dispute any penalties.

Please note, we do not guarantee the availability of this feature in any or all geographical areas where this functionality is offered. Your use of this feature may, from time to time, be affected by full or partial outages.

To use SMS for Marketers, a Contact must be set as a Marketing Contact before being eligible to receive an SMS.

8.10  Beta Services. If we make beta access to some or all of the Subscription Service available to you (i) the Beta Services are provided “as is” and without warranty of any kind, (ii) we may suspend, limit, or terminate the Beta Services for any reason at any time without notice, and (iii) we will not be liable to you for damages of any kind, except in respect of losses that cannot be legally limited or excluded under law, related to your use of the Beta Services.

We might require your participation to be confidential, and we might also require you to provide feedback to us about your use of the Beta Services. You agree that we own all rights to use and incorporate your feedback into our services and products, without payment or attribution to you.

8.11  Third Party Sites and Products. You can choose to integrate Third Party Sites and Products with the Subscription Service. We are not responsible for any Third-Party Sites and Products or for any issues arising from or related to the Third Party Site or Product. The availability of any integration to a Third-Party Site or Product does not mean we endorse, support or warrant the Third-Party Site or Product.

SERVICE UPTIME COMMITMENT

9.1 Uptime Definitions. For the purposes of this ‘Service Uptime Commitment’ section, the following definitions will apply:

“Downtime” means a critical full outage/severe issue that constitutes a catastrophic problem causing complete inability to use the Subscription Service, excluding Free Services, across a significant portion of the production environment (e.g. crash or hang), resulting in production downtime and where there is no workaround or solution to the problem.

“Excluded” means the following: (i) unavailability caused by circumstances beyond our reasonable control, including, without limitation, act of God, acts of government, emergencies, natural disasters, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), or any other force majeure event or factors; (ii) any problems resulting from Customer’s combining or merging the Subscription Service with any hardware or software not supplied by us or not identified by us in writing as compatible with the Subscription Service; (iii) interruptions or delays in providing the Subscription Service resulting from telecommunications or internet service provider failures outside of our datacenter as measured by our third party website availability monitoring provider; (iv) any interruption or unavailability resulting from the misuse, improper use, alteration, or damage of the Subscription Service; and (v) unavailability caused while we perform maintenance  or other updates related to the Subscription Service when necessary, in Mainflow’s sole, reasonable discretion or other maintenance related to migrations.

“Service Uptime” means (total hours in calendar month – Excluded duration  – Downtime duration) / (total hours in calendar month – Excluded duration) x 100% = Service Uptime.

9.2 Service Uptime.  We will use commercially reasonable efforts to meet a Service Uptime of 99.95% for our Subscription Service in a given calendar month. All availability calculations will be based on our system records. Notwithstanding anything to the contrary in this Agreement, as Customer’s sole and exclusive remedy for failure to meet Service Uptime commitments, in the event there are two (2) or more consecutive calendar months during which the Service Uptime falls below 99.95% in a given calendar month, Customer will be entitled to receive a credit equal to the pro-rated amount of fees applicable to the downtime as measured within two (2) or more consecutive calendar months during which the Service Uptime fell below 99.95%.  The credit will be applied against an invoice or charge for the following renewal Subscription Term, provided Customer requests such credit within twenty (20) days of the end of the relevant calendar month in which Mainflow did not meet the Service Uptime of 99.95%. Notwithstanding anything to the contrary in the Agreement or this section, this ‘Service Uptime Commitment’ section does not apply to our Free Services. 

CUSTOMER SUPPORT

10.2  Email and In-app Support. Email and in-app responses are provided during opening hours only. We attempt to respond to email and in-app support questions within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time.  We may limit or deny your access to support if we determine, in our reasonable discretion, that you are acting, or have acted, in a way that results or has resulted in misuse of support or abuse of Mainflow representatives.  

10.3 Support Limitations. Issues resulting from your use of API’s or your modifications to code in the Subscription Service may be outside the scope of support. We will only provide support for integrations which are listed in-app as being supported by Mainflow.

MAINFLOW E-SIGNATURE

THESE TERMS AND CONDITIONS INCLUDE A BINDING ARBITRATION CLAUSE AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES RISING FROM USE OF THE MAINFLOW SERVICES. IT AFFECTS YOUR LEGAL RIGHTS AS DESCRIBED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION SECTION BELOW. PLEASE THOROUGHLY READ AND REVIEW CAREFULLY. BY ACCESSING AND USING MAINFLOW, YOU AGREE TO BE BOUND BY AND FOLLOW THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS HEREIN, YOU ARE NOT AUTHORIZED AND MUST IMMEDIATELY CEASE USE OF THE SITE.

  1. Introduction

  Thank you for using the Mainflow E-signature Service (defined below).  Please read this Agreement carefully as accessing the Service constitute your consent to being bound by this Agreement.  Please be aware that there are ARBITRATION, CLASS ACTION, and LIMITATION OF LIABILITY PROVISIONS contained within this Agreement. If you have any questions regarding this Agreement, please contact us via the Support channels.   

1.1   Updates and Amendments   

We may revise or amend these Terms or and additional terms and conditions that are relevant to the Service or to supplement any changes in the law or Mainflow Services. We will post the updated terms on the Site with a “last updated” date as shown above. PLEASE REVIEW THE SITE ON A ROUTINE BASIS TO GATHER TIMELY NOTICE OF ANY MODIFICATIONS, CHANGES, OR REVISIONS. YOUR CONTINUED USE OF THE SITE AND Mainflow SERVICES AFTER THE MODIFICATIONS, CHANGES, OR REVISIONS TAKE EFFECT, YOU ARE AGREEING TO BE BOUND BY THE MODIFIED TERMS. You further agree that Mainflow will not be liable to you or any other third party for any modification, revision, or amendment of these Terms.  

  1. Definitions

  Throughout this Agreement, we may use certain words or phrases, and it is important that you understand the meaning of them.  The list is not all-encompassing, and no definition should be considered binding to the point that it renders this Agreement nonsensical: “Agreement” refers to these Terms of Service;   “Mainflow” refers to our company, known as “RockStar(idea)”; our Site; our Service; or a combination of all or some of the preceding definitions, depending on the context in which the word is used;   “Service” refers to the Service that we provide, known as “Mainflow”; “Service” is defined in Section 3 of this Agreement; “Site” refers to your website on app.mainflow.io, as in ‘yoursite.app.mainflow.io’. “User” refers to anyone who uses our Service, including users of our Service and general visitors to your Site; “You” refers to you, the person who is entering into this Agreement with Mainflow.  

  1. Service

  The Mainflow Service operates and provides signature tools through our Service for our clients. Utilizing this service, Users have the ability to create electronic signatures through our Service.  Mainflow provides this Service on an “as is” and with “all faults” basis making no warranties or guarantees as to its use, function, or availability. The Service provided through the Service is intended for lawful, private use, no portion of the Service or access to the Service may be resold without express written consent from Mainflow.  

  1. Electronic Signature

  When using our Service please thoroughly read and review any attached documents carefully, if necessary, please contact your attorney.  Under US Federal Law you are not required to sign any documents electronically and may abstain if you prefer. By using our Service, you agree that you will be using electronic records, electronic communications and electronic signatures in the place of physical documents.  You agree that the Uniform Electronic Transactions Act provide for electronic signatures that are the legal equivalent to signing and executing a physical written document. In the event that you wish to sign written documents, please contact the party with which you are contracting.  Mainflow has no obligation to provide you with written documents.  

  1. Enforceability and Legal Advice

  Generally, under the EISGN and UETA acts documents signed electronically on platforms that meet certain minimum requirements are legally binding there are some circumstances in which e-signatures/digital signatures are not permitted. Please be aware that certain documents, contracts, and transactions ARE NOT ENFORCEABLE USING AN ELECTRONIC SIGNATURE including wills and trusts. If you have any questions regarding the legality or enforceability of any electronic documents, we advise you to seek legal counsel immediately. For these reasons, you release us from any liability related to the enforceability of any electronic documents you have signed using the Service. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY ACTS OR OMISSIONS COMMITTED BY THE COUNTER-PARTY OR COUNTER-PARTIES TO ANY DOCUMENTS OR CONTRACTS THAT YOU SIGN USING OUR SERVICE AND THAT YOU ARE ADVISED BY US TO OBTAIN QUALIFIED LEGAL COUNSEL TO DETERMINE WHETHER THE DOCUMENTS YOU ARE HAVING SIGNED WILL BE ENFORCEABLE IN THE COURT OR COURTS OF LAW. No statements in this Agreement constitute legal advice. If you have any questions regarding your use of our Service or Service PLEASE CONTACT YOUR LAWYER.  

  1. Disclaimer of Warranties

  OUR SERVICES AND SERVICE ARE OFFERED “AS IS” AND WITH “ALL FAULTS.’ WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE MERCHANTABILITY OF OUR SERVICE OR FITNESS FOR ANY PARTICULAR PURPOSE.  WE SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES. YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THIS AGREEMENT OR OUR SERVICES, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF OUR SERVICE, NEGLIGENCE, OR ANY OTHER TORT.  TO THE EXTENT THAT APPLICABLE LAW RESTRICTS THIS RELEASE OF LIABILITY, YOU AGREE THAT WE ARE ONLY LIABLE TO YOU FOR THE MINIMUM AMOUNT OF DAMAGES THAT THE LAW RESTRICTS OUR LIABILITY TO, IF SUCH A MINIMUM EXISTS. NO OBLIGATION OR LIABILITY SHALL ARISE OUT OF Mainflow PROVIDING OR NOT PROVIDING THE SERVICE. IN FURTHERANCE HEREOF AND WITHOUT LIMITATION, USE OF THE SERVICE AND THE HARDWARE AND SOFTWARE UTILIZED OR ACCESSED IN CONNECTION WITH THE SERVICE IS AT YOUR SOLE RISK AND Mainflow SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT THERETO.  

  1. Limitation of Liabilities

  IN NO EVENT SHALL Mainflow OR ANYONE ELSE INVOLVED IN PROVIDING THE SERVICE BE LIABLE FOR ANY ACTUAL, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST INCOME, LOST PROFITS, PRESENT AND FUTURE, THE COST OF COVER OR LOSS OF USE, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, EXPRESS OR IMPLIED, ACTIVE OR PASSIVE NEGLIGENCE, INTENTIONAL OR UNINTENTIONAL TORT, STRICT LIABILITY, VIOLATION OF STATUTE, ORDINANCE OR REGULATION, FAILURE OF CONSIDERATION, OR OTHER BASIS, ARISING OUT OF THE PROVISION OF THE SERVICE HEREUNDER. IN FURTHERANCE OF THE FOREGOING AND WITHOUT LIMITATION, Mainflow WILL HAVE NO LIABILITY FOR DATA STORED OR USED WITH THE SERVICE, INCLUDING COSTS OF REPAIRING, REPLACING, OR RECOVERING SUCH DATA. WITHOUT LIMITATION OF ANYTHING SET FORTH IN THIS AGREEMENT, YOU FURTHER AGREE THAT Mainflow SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER’S TRANSMISSION(S), ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY EXPENSES, DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSIONS, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF DATA, AND/OR FOR ANY ACTUAL, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM ANY SUCH ACTS, OMISSIONS OR EVENTS, INCLUDING, WITHOUT LIMITATION, LOST INCOME, LOST PROFITS, PRESENT AND FUTURE, THE COST OF COVER OR LOSS OF USE, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, EXPRESS OR IMPLIED, ACTIVE OR PASSIVE NEGLIGENCE, INTENTIONAL OR UNINTENTIONAL TORT, STRICT LIABILITY, VIOLATION OF STATUTE, ORDINANCE OR REGULATION, FAILURE OF CONSIDERATION, OR OTHER BASIS. YOU ALSO AGREE THAT Mainflow IS NOT RESPONSIBLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY THIRD PARTY OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. UNDER NO CIRCUMSTANCES SHALL Mainflow AND/OR ANY SUBCONTRACTOR HIRED BY Mainflow BE LIABLE FOR ANY DATA BREACHES THROUGH ILLEGAL OR ILLICIT MEANS, INCLUDING SITUATIONS WHERE SUCH DATA IS ACCESSED THROUGH THE EXPLOITATION OF SECURITY GAPS, WEAKNESSES OR FLAWS (WHETHER KNOWN OR UNKNOWN TO Mainflow AT THE TIME). IF CUSTOMER IS DISSATISFIED WITH ANY PORTION OF THE SERVICE, OR WITH ANY OF THESE TERMS OF SERVICE, USER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.   For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law.  Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.   IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES.  FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”  YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.  

  1. Indemnity

  User shall defend Mainflow against any third party claim, action, suit, or proceeding arising as a result of User’s use of service, including failure to comply laws, statues, and regulations that are now or hereafter be in effect relating to User’s use of Service, and shall pay and indemnify Mainflow, its affiliates, employees, directors, officers, consultants, agents, and other of the like for all losses, damages, expenses, and costs incurred by Mainflow (including reasonable attorney’s fees) as a result of any award, order or judgment entered against Mainflow in any such claim, action or proceeding.  Mainflow shall have the right to choose counsel and control settlement.  

  1. Third Party

  Mainflow provides the Services via the Service so that parties may execute agreements electronically. When users and another party/parties executes an agreement through the Services, only you and your counterparties have rights and duties with respect to such agreement.  Mainflow is not a party to any such agreement. You explicitly agree that Mainflow shall not have any liability or responsibility whatsoever with respect to the validity or enforceability of any such agreement, the breach by any party in the performance of its obligations under that agreement, any dispute over payments made or payment information provided in any such agreement, or your failure to obtain the outcome you were seeking to achieve by entering into any such agreement.  

  1. Choice of Law

  This Agreement shall be governed by the laws in force in the State of Arizona, including federal, state, and municipal laws applicable in the State of Arizona, to the exclusion of all other laws to the extent that the application of other laws may be excluded.  The offer and acceptance of this Agreement, which is a valid and binding contract to which you are agreeing, are deemed to have occurred in the State of Arizona.  

  1. Mandatory Arbitration and Waiver of Class Actions

  PLEASE THOROUGHLY READ AND REVIEW THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.   11.1 Initial Attempt to Resolve Dispute   Most disputes can be resolved without having to proceed to arbitration. Should a dispute arise, you agree that before formally proceeding to arbitration, you will contact us via our support channels and express in writing a description of the dispute along with your contact information as it appears on your account. You and Mainflow agree to use good-faith and reasonable efforts to settle any such dispute, disagreement, claim, or question directly with Mainflow and all good-faith negotiations therein shall be a condition to either party that may initiate an arbitration or lawsuit.   11.2 Binding Arbitration   If the parties are not able to resolve their dispute within thirty (30) days of the informal dispute resolution under the 11.1 provision of these Terms, then either party may proceed to initiate binding arbitration as the sole method to resolve certain claims.   Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, shall be heard by one arbitrator, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  You acknowledge and agree that you and Mainflow are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. You agree that all arbitration disputes will be heard in the city of Phoenix, AZ.   If you bring a dispute in a manner other than in accordance with this section (such as initiating it with a court rather than through the arbitration process), you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorneys’ fees, court costs, and disbursements in doing so.   You can opt-out of this agreement to arbitrate within thirty (30) days of first establishing your account  with Mainflow by contacting us via our support channels.   You may only move to resolve disputes with us on an individual basis and are not permitted to bring a claim as a plaintiff or a class member within a class, consolidated, or representative action. Class actions, class arbitrations, consolidation with other arbitrations, or private attorney general actions are not permitted. Should this paragraph is deemed unenforceable, then the entire “Mandatory Arbitration” clause will be deemed void.     This Mandatory Arbitration Class and Waiver of Class Action shall survive any termination of your use of Mainflow site.  

  1. Severability

  In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.   If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Mainflow shall have the sole right to elect which provision remains in force.  

  1. Termination

  You agree and we reserve the right to terminate or suspend your access to the Service, modify the Service, discontinue portions of the Service at any time.  Please be aware that we do not guarantee that our Service will be available at all times.  

  1. User Privacy

  By using our Service, you agree that we may contact you and send information to you electronically.  Additionally, your information will be used and shared in accordance with our Privacy Policy, which can be found at mainflow.io. Please carefully review the Privacy Policy as it contains detailed information in relation to our collection, retention, and use of information.  

  1. Assignment of Rights and Modification

  You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent.  We may assign our rights and/or obligations under this Agreement to any other party at our discretion.    We may modify this Agreement and may contact you when such modifications occur. We will post any revisions or amendments to these terms on this Site with a “Last Update” date. Please review the Site on a routine basis to timely gather any revisions to these terms. Your continued use after the revisions or amendments take effect indicate you are agreeing to be bound by the revised terms. Further, you agree that we will not be liable to you or any other third party for any revision or modification of these Terms.