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.

The Mainflow Subscription Services may be provided to you as a Beta Service and where the Mainflow Beta Terms will also apply. 

1.  Mainflow CRM AND FREE SERVICES

1.1  Mainflow CRM Subscription Fees

Mainflow CRM, which includes ‘lite’ versions 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.

While there’s no charge for Contacts in the Smart CRM, if you subscribe to Marketing Hub, you will be charged for contacts as part of your fee for that Subscription Services, even if they are added through the Mainflow CRM. 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. 

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 

A “User” is the manner and level of access your Users have to the Subscription Services.  We offer different types of seats based on what Subscription Services you purchase.

2.1 Free Services. Free Services do not support Seats.  Any Customers using only Free Services who need to increase the number of additional Users may upgrade to paid services (i.e., Starting, Scaling, or Expanding) for access to Mainflow Subscription Services with the Users model.

2.2 Users Access. New customers will automatically be included in the Mainflow Users model as further described in the Product and Services Catalog and the following ‘Managing Users’ section. 

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.

(iii) Adding New Users. When adding new Users to the Subscription Services, Starting, Scaling, and Expanding tier platforms will prompt customers to assign a User, if one is available; Users added to the Subscription Services, but not to a paid plan, will be automatically restricted and have limited access, as per the free plan.  

(iv) Adding Users. Customers with Starting, Scaling or Expanding Subscription Services may purchase additional Users at any time.

(v) Removing Added Users at Renewal. You may remove added Users (i.e., Users not included with your purchase of other Subscription Services) 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 Contacts 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 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.

5. 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.

6. ENRICHMENT PRODUCTS

6.1 Overview. HubSpot enrichment products descriptions, availability, limits, scope, upgrade details, and more are available in the Product and Services Catalog. Legacy enrichment products, including Mainflow Insights, are no longer available.

6.2  Enrichment Data.  Collectively, “Enrichment Data” includes both Professional Enrichment Data and Company Enrichment Data, each as defined below.

(i)  Professional Enrichment Data. “Professional Enrichment Data” is Contact record data, including Personal Data, such as email addresses. If you submit a Contact record for enrichment, your submission includes Professional Enrichment Data; HubSpot’s Enrichment Outputs also include Professional Enrichment Data.

(ii)  Company Enrichment Data. “Company Enrichment Data” is company record data,  not including Personal Data and reflects only entity information, such as company domain. If you submit a company record for enrichment, your submission includes Company Enrichment Data; HubSpot’s Enrichment Outputs also include Company Enrichment Data.  

6.3 Enrichment Outputs. The outputs of the enrichment products may include Enrichment Data from HubSpot and other reports, text, and content made available from our commercial dataset (“Enrichment Outputs”). For the avoidance of doubt, our commercial dataset and Enrichment Outputs are considered HubSpot Content.

6.4 HubSpot Tracking Code and Customer Websites. For the avoidance of doubt, intent features included in enrichment products use the HubSpot Tracking Code as further detailed in the HubSpot Terms of Service.

6.5 Data Use and Sharing Authorization.

(i) You agree we may use information collected through the HubSpot 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 HubSpot via the Subscription Services may be copied to our commercial dataset and processed further as HubSpot 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 HubSpot tracking code, and each party is considered a Controller under Data Protection Laws.

6.6 Accuracy and Availability.

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

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

6.7 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 HubSpot 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).

7. 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. 

8. 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 HubSpot 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.

9. 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. 

10. 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.