Software License & Terms of Service
Terms and definitions
"Software" means the licensed FlowPaper software
"Adaptation" means a derivative work based upon the Licensed Software resulting from any addition to, editing of or deletion from the substance or structure of the original source code or a compiled version of the Licensed Software or any previous Adaptations or a work that programmatically interacts with the Licensed Software.
"Licensed Software" means the same as Software.
"Licensor" means Devaldi.
"License" means this document.
"FlowPaper Cloud" means any service that distributes content which is managed by Devaldi.
"Licensee" means an individual or entity exercising rights under and complying with the terms of this License who has not previously violated the terms of this License with respect to the Software, or who has received express permission from the Licensor to exercise rights under this License despite a previous violation.
Eligibility and Assent to Terms
The following Terms of Service for the FlowPaper.com website, software applications made available by Devaldi from the website or via a third party ("Software"), and any application programming interface ("API") or other technology or services made available by Devaldi via the website or Software (collectively, the "FlowPaper Service") is a legal contract between you, either an individual of at least 13 years of age or a single legal entity ("You" or, collectively, "Users"), and Devaldi regarding your use of the FlowPaper Service ("Terms"). The FlowPaper Service is not available to persons under the age of 13 or to any users previously removed from the FlowPaper Service by Devaldi. Also, if you are between age 13 and the age of majority in your jurisdiction your legal guardian must review and agree to these Terms.
These Terms provide that all disputes between you and Devaldi will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the section below for the details regarding your agreement to arbitrate any disputes with Devaldi. YOU ACKNOWLEDGE THAT YOU (OR, IF THE USER IS BELOW THE AGE OF MAJORITY, YOU, AS LEGAL GUARDIAN OF THE USER) HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING ANY FUTURE MODIFICATIONS. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE FLOWPAPER SERVICE. IF YOU ARE USING OR OPENING AN ACCOUNT WITH DEVALDI ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION (COLLECTIVELY, A "SUBSCRIBING ORGANIZATION") THEN YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF THAT SUBSCRIBING ORGANIZATION WITH THE AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS AND AGREE TO THESE TERMS ON BEHALF OF SUCH SUBSCRIBING ORGANIZATION.
We reserve the right, at our discretion, to change, modify, add or remove portions of these Terms on a going-forward basis at any time by posting the amended Terms on our website. Please check these Terms periodically for changes. We may provide additional notice, such as an email message or a message within the FlowPaper Service, of any material changes. Unless we state otherwise, changes are effective seven (7) days following the date posted on our website. If you continue to use the FlowPaper Service after the effective date, you agree to the changes. For the avoidance of doubt, disputes arising under these Terms will be resolved in accordance with these Terms in effect that the time the dispute arose.
We may also change or discontinue the FlowPaper Service in whole or in part at any time, in our sole discretion. Such changes may include, but not be limited to, changes to the amount of storage space you have on the FlowPaper Service at any time. Your continued use of the FlowPaper Service indicates your agreement to the changes. If Devaldi discontinues a Paid Service (as defined in Section 3(a) below), Devaldi may either (a) provide a pro-rata refund of fees you pre-paid for such Paid Service or (b) continue to provide such Paid Service to you until the end of your then-current subscription for such Paid Service.
The Licensor grants the Licensee a non-exclusive, non-transferable, non-assignable license, without the right to sublicense to: Access, display, integrate and use the Software in a Internet domain that has been registered with Licensor. Licensor grants the Licensee a non-exclusive, worldwide, royalty-free, non-transferable, non-assignable patent license, without the right to sublicense, under any patent rights the Licensor holds in the Software to use, run, and modify the Software in the Internet domain that has been registered with Licensor. All rights not expressly granted by this Agreement are expressly reserved by Licensor.
Applicability of a License
A License applies to the Software version purchased by the Licensee and for any software version released under the same major version (ie a license granted for version 1.2 also covers any updates until version 2 is reached).
Protection of Licensed Software
Except as specifically set forth herein or as otherwise agreed to between Licensor and Licensee, Licensee shall not have the right to copy, relicense, sell, lease, transfer, encumber, assign or make available for public use the Software. Any attempt to take any such actions is void, and will automatically terminate your rights under this License.
The rights and licenses granted hereunder shall commence on the date any of the Software are electronically delivered to Licensee. Licensor agrees to make the Software available for electronic delivery to Licensee promptly after receipt by Licensor of the License Fee. For purposes of this Agreement, the "License Fee" means the amount of money required to be paid by Licensee to Licensor for legal usage of the Software under the terms of this agreement.
You agree not to commit any act of the following prohibited conduct:
a. use FlowPaper for any purpose other than to disseminate or receive original or appropriately licensed content and to access FlowPaper as such services are offered by Devaldi;
b. delete the copyright or other proprietary rights markings on FlowPaper or other Users’ User Submissions;
c. make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of FlowPaper. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
d. use FlowPaper in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy or post, upload, or distribute any defamatory, libelous, or inaccurate User Submissions or other content;
e. defame, harass, abuse, threaten or defraud Users of FlowPaper, or post, upload, or distribute any content that is unlawful or otherwise inappropriate, or collect, or attempt to collect, personal information about Users or third parties without their consent, or use the content on FlowPaper for any commercial use, it being understood that the content available on FlowPaper is for personal, non-commercial use only;
f. rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted in these Terms or any Materials (as defined below);
g. impersonate any person or entity, falsely claim an affiliation with any person or entity, or access FlowPaper accounts of others without permission, forge another persons' digital signature, misrepresent the source, identity, or content of information transmitted via FlowPaper, or perform any other similar fraudulent activity;
h. hack, remove, circumvent, disable, damage or otherwise interfere with security-related features of FlowPaper or User Submissions, features that prevent or restrict use or copying of any content accessible through FlowPaper, or features that enforce limitations on the use of FlowPaper or User Submissions, or intentionally interfere with or damage operation of FlowPaper or any user's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
i. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of FlowPaper or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
j. modify, adapt, translate or create derivative works based upon FlowPaper or any part thereof, except and only to the extent that such activity is expressly permitted by these Terms or applicable law notwithstanding this limitation; or
k. remove, obscure, block, hide or otherwise alter the display of any advertising (or any parts or aspects thereof), Devaldi brand elements, including logos, trademarks, service marks or other Materials displayed by Devaldi in connection with FlowPaper in any manner whatsoever, regardless of your use of the embedding functionality of FlowPaper to display authorized content on your or other third party sites.
Termination of the License
This license is subject to termination by Licensor at any time if (a) Licensee violates any terms of this License, (b) Licensor has a reasonable basis to believe that Licensee's business is impairing Licensor's business.
Ownership of Intellectual Property
Licensor is the sole owner of all intellectual property rights pertaining to the Licensed Software. Licensor reserves all rights not expressly granted herein.
Pre-Publication Assets. By uploading Pre-Publication Assets to the FlowPaper Cloud, you hereby grant to Devaldi a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, license to host, store, transfer, display, perform, reproduce, and distribute your Pre-Publication Assets on the FlowPaper Cloud solely in order to enable you, and other Users specified by you, to work with those Pre-Publication Assets in the manner selected by you. You may invite non-Users to collaborate on Pre-Publication Assets, but in order to access the Pre-Publication Assets on the Service, each individual will be required to accept these Terms.
Published Content. By uploading Published Content to the FlowPaper Cloud, you hereby grant to Devaldi a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, license to host, transfer, display, perform, reproduce, distribute, and otherwise use your Published Content, in any media forms or formats, and through any media channels, now known or hereafter devised, including without limitation, RSS feeds, embeddable functionality, and syndication arrangements in order to distribute, promote or advertise your Published Content through the FlowPaper Cloud. This license also includes the right for Devaldi to convert your Published Content to Devaldi’s proprietary format, or such other file formats as may be used by Devaldi, and to display and make your Published Content available, in whole or in part (including excerpts), on the FlowPaper Cloud in association with other Published Content, content or advertising. Subject to the license grant to other Users below, the license granted by you to Devaldi in this paragraph terminates as to a specific Published Content once you remove or delete such Published Content from the FlowPaper Cloud.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE LICENSED SOFTWARE IS PROVIDED TO YOU "AS IS," WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. THE ENTIRE RISK OF SATISFACTORY QUALITY AND PERFORMANCE RESIDES WITH YOU. LICENSOR DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, ANY WARRANTIES OR CONDITIONS OF TITLE, AND WARRANTIES (IF ANY) ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE PROGRAM; THAT THE PROGRAM WILL MEET YOUR REQUIREMENTS; THAT OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE PROGRAM WILL BE COMPATIBLE WITH THIRD PARTY SOFTWARE OR THAT ANY ERRORS IN THE PROGRAM WILL BE CORRECTED. NO ORAL OR WRITTEN ADVICE PROVIDED BY LICENSOR OR ANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING AND DISTRIBUTING THE LICENSED SOFTWARE AND ASSUMES ALL RISKS ASSOCIATED WITH ITS EXERCISE OF RIGHTS UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE RISKS AND COSTS OF PROGRAM ERRORS, COMPLIANCE WITH APPLICABLE LAWS, DAMAGE TO OR LOSS OF DATA, PROGRAMS OR EQUIPMENT, SUITABILITY FOR HOSTING AND UNAVAILABILITY OR INTERRUPTION OF OPERATIONS.
Limitation of Liability
Except to the extent required by applicable law, THE CUMULATIVE, AGGREGATE LIABILITY OF LICENSOR TO LICENSEE FOR ALL CLAIMS RELATED TO THE LICENSED SOFTWARE AND THIS AGREEMENT, WILL NOT EXCEED THE TOTAL AMOUNT OF ALL LICENSE FEES PAID TO LICENSOR HEREUNDER. LICENSOR WILL NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES ARISING IN ANY WAY OUT OF THE USE OF THE PRODUCT, THE SERVICES OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFIT, LOST REVENUE, LOSS OF USE, LOSS OF DATA, COSTS OF RECREATING LOST DATA, THE COST OF ANY SUBSTITUTE EQUIPMENT, PROGRAM, OR DATA, OR CLAIMS BY ANY THIRD PARTY, INCLUDING WITH LIMITATION THIRD PARTY CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INFRINGEMENT OF COPYRIGHT, TRADEMARK, PATENT, OR TRADE SECRETS. LICENSEE'S SOLE AND EXCLUSIVE REMEDY IS SET FORTH IN THIS AGREEMENT. THE LIMITATION ON DAMAGES SET FORTH IN SECTION WILL NOT APPLY TO INDEMNIFICATION OBLIGATIONS OR BREACHES BY LICENSEE.
Licensee shall indemnify Licensor, its employees, officers, licensees and agents for all damages, costs and expenses, including, without limitation, attorneys' fees, arising from any claims arising as a result of Licensee's use of the Licensed Software, either as provided or as Adapted by Licensee.
If for any reason a court of competent jurisdiction finds any provision of this License or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License shall continue in full force and effect.
This License shall be governed by the laws of New Zealand. Any disputes arising under this License shall be heard in the city of Auckland, New Zealand.
This License constitutes the entire agreement between Licensor and Licensee with respect to the use of the Licensed Software and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No one other than Licensor has the right to modify or amend this License.
Waiver of Breach
No term or provision of this License shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by Licensor.
Company Number: 3101245
VAT/Tax Reg Code: 105415303