FLNT Holdings Pty Ltd (“FLNT”) provides use of its www.flnt.io, other related websites, and other related online data visualisation services (collectively, the “Service(s)”) to the Client subject to the following Terms of Service (“TOS”).  You can review the most current version of the TOS at any time at: www.flnt.io/terms-and-conditions. In addition, when using the Services, the Client shall be subject to any posted guidelines, rules, or terms applicable to such Services, which may be posted from time to time. All such guidelines, rules or terms are hereby incorporated by reference into the TOS. FLNT may also offer other services that are governed by these or different terms of service.

This agreement is a legal agreement between the Client and FLNT and governs the Client’s use of the Services, including any successor services. By agreeing to provide payment for use of the Services, and/or by using the Services, the Client is indicating that the Client has read and agree to these TOS and FLNT’s privacy policy (“Privacy Policy”), and any other related terms and conditions located on FLNT’s website, all of which are incorporated herein by this reference. If the Client does not agree to these TOS, do not use the Services. In the event any of the terms of these TOS conflict with the Privacy Policy, the terms of the Privacy Policy shall govern as to the conflicting terms. If the Client has any questions regarding these terms and conditions, please contact customer service at enquiries@flnt.io.

DESCRIPTION OF SERVICE

Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including new releases, shall be subject to these or other applicable TOS. You also understand and acknowledge that FLNT may modify, terminate, suspend, or otherwise adjust any, and all functions, features, options, utilities, tools or other aspects of the Service at any time without prior notice to the Client. You understand and agree that the Service is provided “AS-IS” and that FLNT assumes no responsibility for, among other things, availability, timeliness, deletion, failure to store any user data or communications or personalization settings, or changes to the Service FLNT may make from time to time. The Client is responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges). In addition, the Client must provide and is responsible for all equipment necessary to access the Service.

The Client acknowledges and agree that the Service, any FLNT proprietary software (“FLNT Software”) and any other necessary software provided in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained, or information presented to the Client through the Service is or may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or authorized by FLNT, the Client agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the FLNT Software or other software or materials, in whole or in part.

FLNT, all FLNT logos and product and service names are or may be trademarks of FLNT (the “FLNT Marks”). Except as solely enabled by any link as provided by FLNT, the Client agrees not to display or use in any manner the FLNT Marks without FLNT’s prior written consent.

By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to FLNT through its suggestion or feedback web pages or otherwise, the Client acknowledges and agree that: (a) the Client’s Contributions do not contain confidential or proprietary information; (b) FLNT is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) FLNT shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) FLNT may have something similar to the Contributions already under consideration or in development; (e) the Client’s Contributions automatically become the property of FLNT without any obligation of FLNT to the Client; and (f) the Client is not entitled to any compensation or reimbursement of any kind from FLNT under any circumstances.

YOUR USE OF THE SERVICE

The Client will not (a) make the Services available to any third party, or use the Service for the benefit of any third party; (b) sell, resell, license, sublicense, distribute, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing offering; (c) interfere with or disrupt the integrity or performance of the Services or data contained therein/provided therethrough; (d) attempt to gain unauthorized access to any part of the Services or its related systems or networks; (e) permit direct or indirect access to or use of any of the Services in a way that circumvents a contractual usage limit, or use any Services to access, copy or use any of FLNT intellectual property except as permitted under this TOS; (f) modify, copy, or create derivative works from the Services or any part, feature, function or user interface thereof, including scraping of data, unless authorised in this TOS; (g) frame or mirror any part of any Service, other than framing on Customer’s own intranets or otherwise for its own internal business purposes; (h) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Services to (1) build a competitive product or service; (2) build a product or service using similar ideas, features, functions or graphics of the Service; (3) copy any ideas, features, functions or graphics of the Services; or (4) determine whether the Services are within the scope of any patent.

PROOF OF SUBSCRIPTION TO THIRD PARTY DATA

FLNT, in providing the Services, enables the Client to access visualisations of data sources in respect of which the Client already has legitimate access. FLNT does not act as a reseller or publisher of data. The Services include data visualisation, but expressly exclude the sale of data, the reselling of third-party data (“3P Data”), and the publishing of third-party data. More specifically, in the context of 3P Data, the Services are limited to visualisation of that 3P Data in respect of which the Client already has legitimate valid access (for example by way of a paid subscription to access the 3P Data from a provider (“3P Data Provider”). 

If the Client wishes to use the Services to visualise 3P Data made available by a 3P Data Provider, FLNT will require that the Client provides evidence that the Client has legitimate access to that 3P Data. This may include requiring that the Client submits, including on a periodic and/or on-request basis, copies of documentation evidencing details and currency of the Client’s agreements with any relevant 3P Data Providers. The sufficiency of such evidence will be determined at the sole discretion of FLNT. The Client acknowledges and accept that FLNT may, at its own discretion, prevent access to visualisations of any 3P Data in respect of which FLNT requires further (or updated) evidence that the Client has legitimate access to that 3P Data. 

The Client agrees to inform FLNT immediately in the event that the Client ceases to maintain legitimate access to any 3P Data in respect of which FLNT provides visualisations. In the event that the Client fails to inform FLNT in that regard, the Client agrees to indemnify FLNT against any directly and indirectly resulting damages and/or expenses. 

The Client acknowledges that FLNT may share any information provided by the Client in relation to the Client’s asserted legitimate access to 3P Data with any associated 3P Data Provider, and that such disclosure would not breach any confidentiality or privacy requirements (on the basis that the client purports such information is already known to the 3P Data Provider). 

REPRODUCTION OF VISUALISED DATA

The Client is authorised to reproduce content in the form of graphs and other data visualisation images provided via the Services provided that: (i) the Client acknowledges the source of the data; (ii) the Client provides attribution to FLNT in the form “powered by FLNT” (or another form approved in writing by FLNT, including a form embedded into a downloadable image by FLNT); and (iii) where the content is derived from 3P Data, that the reproduction is permitted under the Client’s agreement with the relevant 3P Data Provider. The Client may not edit or otherwise modify any images downloaded from or otherwise captured from use of the Services, including to remove any watermark or statement of attribution. 

FEES AND PAYMENT

The Client will pay all fees specified by FLNT. Except as otherwise specified herein: (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancellable, and fees paid are non-refundable; and (iii) quantities purchased cannot be decreased during the relevant subscription term.

FLNT may set fees for a Client in respect of an agreed subscription period. FLNT may inform the Client that access to the Services will automatically renew for a subsequent subscription period, and in such case will inform the Client of fees payable to FLNT in respect of that subsequent subscription period at least 30 days prior to any such automatic renewal. 

If any invoiced amount is not received by FLNT by the due date, then without limiting FLNT’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) FLNT may condition future renewals on revised payment terms.

If any charge owing by the Client under this or any other agreement for services is 7 days or more overdue, FLNT may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full. 

The Client may terminate the Client’s account at any time. The Client will not receive full or partial refunds for subscription periods that the Client has purchased. Terminating a subscription for one Charged Offering does not necessarily terminate right(s) the Client may have for another Charged Offering, other portion of the Service, software or other offerings from FLNT.

Neither these TOS nor the Client’s account entitle the Client to any subsequent releases of the Services, nor to any for-pay features, products, capabilities, features, upgrades or services offered, distributed or made available through the Service without paying applicable charges or except as otherwise expressly and explicitly provided by FLNT.

YOUR REGISTRATION OBLIGATIONS

In consideration of the Client’s use of the Service, the Client represents that the Client is of legal age to form a binding contract and are not a person barred from receiving services under the laws of Australia or other applicable jurisdiction. In order to access or use certain Services, the Client may be required to provide certain information about the Client’s self (“Registration Data”) as part of the registration process for the Service, or as part of the Client’s continued use of the Services. You also agree to: (a) provide true, accurate, current and complete Registration Data as prompted or requested by the Service and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You understand and agree that the Service may include certain communications from FLNT, such as service announcements and administrative messages, and that the Client may not be able to opt out of receiving them. If the Client provides any information that is untrue, inaccurate, not current or incomplete, or FLNT has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, FLNT has the right to suspend or terminate the Client’s account, prevent the Client’s access to any or all portion of the Services and or Content (or other users’ access to the Client’s Content) and refuse any and all current or future use of the Service (or any portion thereof) or Content. You certify that the Client is at least 18 years old; if the Client is not, the Client may not register for or use the Service.

ACCOUNT, PASSWORD AND SECURITY

As part of the Client’s use of the Service, the Client may receive a password and account designation upon completing the Service’s registration process. The Client is responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under the Client’s password or account. The Client agrees to: (a) immediately notify FLNT of any unauthorized use of the Client’s password or account or any other breach of security, and (b) ensure that the Client exits from the Client’s account at the end of each session. FLNT cannot and will not be liable for any loss or damage arising from the Client’s failure to properly safeguard the Client’s account or password.

DISCLAIMER OF WARRANTIES

The Client expressly understands and agree that: (a) the Client’s use of the Service is at the Client’s sole risk, the Service is provided on an “as is” and “as available” basis and FLNT and its affiliates, officers, employees, agents, partners and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, title, fitness for a particular purpose and non-infringement; (b) FLNT and its subsidiaries, affiliates, officers, employees, agents, partners and licensors make no warranty that (i) the Service will meet the Client’s requirements, (ii) the Service will be uninterrupted, timely, secure or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, Services, information or other material obtained by the Client through the Service will meet the Client’s expectations, and (v) any errors in the Service will be corrected; (c) any material downloaded or otherwise obtained through the use of the Service is accessed at the Client’s own discretion and risk, and the Client will be solely responsible for any damage to the Client’s computer system or loss of data that results from the download or use of any such material; and (d) no advice or information, whether oral or written, obtained by the Client from FLNT or through or from the Service shall create any warranty not expressly stated in the TOS. The Client may have other statutory rights. However, to the full extent permitted by law, the duration of statutorily required warranties, if any, shall be limited to the minimum period allowed by law.

LIMITATION OF LIABILITY

The Client expressly understands and agree that FLNT and its subsidiaries, affiliates, officers, employees, agents, partners and licensors shall not be liable to the Client (to the extent permitted by law) for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if FLNT has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services obtained or messages received or transactions entered into through, from or as a result of the Service; (iii) unauthorized access to or alteration of the Client’s transmissions or data; (iv) statements or conduct of any third party on the Service; or (v) any other matter relating to the Service. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations in this paragraph may not apply to the Client.

To the maximum extent permitted by law, the aggregate liability of FLNT under or in relation to provision of the Services to the Client arising out of all or any act, omission or event or series of related acts, omissions or events will not exceed the dollar value of the services provided by FLNT to the Client and which directly led to FLNT’s liability arising.

INDEMNIFICATION

The Client agrees to indemnify and hold FLNT and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to the Client’s violation of the TOS.

TERMINATION

The Client agrees that FLNT may immediately terminate the Client’s FLNT account, and access to the Service, with cause for such termination including, but not be limited to: (a) breaches or violations of the TOS or other incorporated agreements or guidelines (although FLNT may at its own discretion provide the Client with a time-limited opportunity to remedy such a breach or violation); (b) requests by law enforcement or other government agencies, (c) a request by the Client (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by the Client in fraudulent or illegal activities, (h) non-payment of any fees owed by the Client in connection with the Services within seven days of a payment date designated by FLNT; and/or (i) insolvency of the Client.

All rights and remedies accrued at the time of termination and the disclaimers, indemnities, limitations of liability, obligations in relation to intellectual property and privacy will survive termination of these TOS. FLNT will not be obliged to refund any amounts paid by the Client in the event of termination under this clause.

Termination of the Client’s FLNT account includes: (a) removal of access to all offerings within the Service, (b) deletion of the Client’s password and all related information, files and content associated with or inside the Client’s account (or any part thereof), and (c) barring of further use of the Service. Further, the Client agrees that all terminations shall be made in FLNT’s sole discretion and that FLNT shall not be liable to the Client or any third party for any termination of the Client’s account, any associated email address, or access to the Service or Content.

CONTENT DISCLAIMER

FLNT is subject to change data delivered via the Services at any time without notice. The Services are provided as an aid to decision making and any material contained within is not intended as a substitute for equivalent professional advice in any given field. FLNT uses reasonable endeavours to provide current and accurate data via the Services, however such data may contain errors. FLNT does not represent that such data is current, accurate or complete, or that it is appropriate for the Client’s specific requirements. FLNT does not accept any liability from any person for the information or advice (or the use of such information or advice) which is provided via the Services or any website linked from it.  

FLNT has a highly effective and well managed virus and anti-spam system, however it does not warrant or represent that its products and services will be free of viruses or defects in operation or design.

AMENDMENTS

This TOS is subject to occasional revision, and if we make any substantial changes, we may notify the Client by sending the Client an e-mail to the last e-mail address provided to us by the Client (if any) and/or by prominently posting notice of the changes on our site. Any changes to this TOS will be effective no later than seven (7) calendar days following our posting of notice of the changes on our Site. Continued use of our Service following notice of such changes shall indicate the Client’s acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

GENERAL

The TOS constitutes the entire agreement between the Client and FLNT concerning the Client’s use of the Service, superseding any prior agreements between the Client and FLNT with respect to the Service. The Client also may be subject to additional terms and conditions that may apply when the Client uses or purchase certain other FLNT services, affiliate services, third-party content or third-party software. The TOS and the relationship between the Client and FLNT shall be governed by the laws of the State of New South Wales in Australia. You and FLNT agree to submit to the personal and exclusive jurisdiction of the courts located within the State of New South Wales in Australia. The failure of FLNT to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. The section titles in the TOS are for convenience only and have no legal or contractual effect. The Client is not permitted to assign any rights, benefits or obligations under the TOS.