Terms of Service

Last updated: December 2, 2022

By accessing, browsing and/or using the website located at exchangeflo.io (the “Site”), you represent that you are at least 18 years old and that you are legally able to enter into this agreement. You further acknowledge that you have read, understand, and agree to be bound to these terms (“Terms”) (including the arbitration and class action waiver provisions below), the Privacy Policy and to comply with all applicable laws and regulations. Please note that additional Terms of Service shall govern Your use of the services (the “ExchangeFlo Services”) made available through the ExchangeFlo portal platform on the Site (the “ExchangeFlo Portal”). ExchangeFlo LLC, its parent, subsidiary, and affiliated companies, and each of their respective officers, directors, members, owners, employees, agents, and representatives are incorporated into and included in any reference to the Site, “ExchangeFlo”, “Us”, “Our”, and/or “We” herein. Each party is individually referred to herein as a “Party” and collectively as the “Parties.”

THESE TERMS CONTAIN WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. PLEASE READ THIS AGREEMENT IN ITS ENTIRETY. If you do not agree to these Terms, please do not use the Site.

Your Use of the Site

The Site contains intellectual property, including but not limited to patents, patent rights, inventions (whether patentable or not), design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how, and trade secret rights, and all other intellectual property rights and derivatives thereof (“Intellectual Property”), which are owned by ExchangeFlo. The Site also contains third party Intellectual Property. The Site hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable, and limited license to use the Site, subject to these Terms. No other use of the Site is authorized, and the design and layout of the Site are specifically excluded from the above limited license. Framing of the Site is strictly prohibited.

The ExchangeFlo Services, technology, and/or processes described and/or used on the Site are the subject of ExchangeFlo’s Intellectual Property rights. Except as to any third-party content or materials, ExchangeFlo owns the rights to all text, graphics, user interfaces, visual features, functionalities, features, and code contained in the Site. You acknowledge and agree that ExchangeFlo owns all right, title, and interest in and to the Site, including, without limitation, any derivatives, improvements, enhancements, or extensions conceived, reduced to practice, or otherwise developed by ExchangeFlo, together with all Intellectual Property Rights relating thereto.

In addition, the featured exit listings, advertisements, creatives, text, content, links, trade names, trademarks, service marks, logos, or other materials used on the Site are the subject of third parties’ rights.

Except for the limited license granted above, nothing contained herein shall be construed as conferring to you in any manner, whether by implication, estoppel or otherwise, any license, title, or ownership of or to any Intellectual Property right of the Site or any third party (including any trademarks).

You hereby assign to ExchangeFlo all right, title and interest in and to any improvements, enhancements, derivations, or modifications to the Site developed, in whole or in part, as a result of your use of the Site or any ideas, suggestions, feedback, comments, or reports received from you.

You are prohibited from violating or attempting to violate any security features of the Site, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (d) modifying, removing, disabling, or circumventing any proprietary notices or labels, copyright, logo, trademark, or any other intellectual property notices contained on the Site or in the materials or links featured on the Site; (e) copying or creating derivative works of the Site, or that otherwise infringe ExchangeFlo’s Intellectual Property or third party Intellectual Property; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used to provide the Site. Any violation of system or network security may subject you to civil and/or criminal liability.

Third Party Links and Advertisements

The Site allows registered account holders to access the ExchangeFlo Portal. The ExchangeFlo Portal allows advertisers/buyers to submit their content, and create and manage their advertising campaigns. We make such advertising campaigns accessible to publishers through the ExchangeFlo Portal. The ExchangeFlo Portal contains an advanced suite of tools for management of leads, clicks, and calls, including but not limited to analytics and reporting. Consequently, third parties’ advertising campaigns and related materials may be made available to you through the ExchangeFlo Portal featured on the Site. No representations or warranties are made with respect to any such third party offers, links, materials, information, or to the goods or services provided by such third parties, or the corresponding third party websites, and there shall be no liability for any damages or injury arising from the conduct of such third parties, and/or the content of such advertising campaigns and related materials, links, goods or services, and/or third party websites.

To the extent that any advertising campaigns, related materials, or links are made available to you, you acknowledge that your use of such will be in accordance with Our Terms of Service. Any use or reliance on any such any advertising campaigns, related materials, or links is at your own risk. ExchangeFlo does not endorse, support, represent, warrant, or guarantee the accuracy or reliability of any such advertising campaigns, related materials, or links provided through the Site and/or ExchangeFlo Portal. Any advertising campaigns, related materials, or links which you elect to utilize shall be at your sole risk. You will not engage in any activities in or through the Site or the ExchangeFlo Services that are illegal, infringing, defamatory, obscene, offensive, or otherwise objectionable.

Disclaimer

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES AS TO RELIABLILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, COMPLETENESS, TITLE, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EXCHANGEFLO DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS THAT YOU MAY OBTAIN BY USING THE SITE. EXCHANGEFLO DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCHANGEFLO DOES NOT WARRANT THAT THE SITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOUR INTERACTIONS WITH THIRD PARTIES ARE SOLELY AT YOUR OWN RISK.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO RELEASE AND HOLD HARMLESS EXCHANGEFLO LLC AND ITS SUBSIDIARIES, DIVISIONS, AFFILIATED COMPANIES, OTHER CORPORATE ENTITIES UNDER COMMON OWNERSHIP, AND ALL OF THEIR OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, AND ASSIGNS (THE “RELEASED PARTIES”), FROM ANY AND ALL LIABILITY, LOSS, HARM, DAMAGE, INJURY, COST, OR EXPENSE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, PROPERTY DAMAGE AND PERSONAL INJURY, WHICH MAY OCCUR, IN WHOLE OR IN PART, DIRECTLY, OR INDIRECTLY, IN CONNECTION WITH YOUR USE OF THE SITE, AS WELL AS FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF OR DAMAGE TO ANY PROPERTY OR EQUIPMENT, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SITE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE), AND EVEN IF EXCHANGEFLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCHANGEFLO WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR ATTORNEY’S FEES) ARISING FROM YOUR ACCESS TO, INABILITY TO ACCESS, OR USE OF THE SITE, OR THE RELATIONSHIP OF THE PARTIES, OR FROM YOUR RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Indemnification

You will indemnify, defend, and hold harmless ExchangeFlo (including the Released Parties) (collectively, the “Indemnified Parties”) from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorney’s fees) arising out of or related to: (a) your breach of these Terms, including but not limited to any breach of its representations and warranties; (b) a claim by a third party alleging that your use of the Site violates any applicable law; (c) any other claim arising out of or related to your use of the Site; (d) your violation of any applicable law or regulation or right of a third party; and (e) your acts or omissions. You further agree to reimburse the Indemnified Parties for any costs (including any attorney’s fees) incurred in receiving, managing, and/or responding to any claim arising out of or related to your use of the Site, and you agree to cooperate with ExchangeFlo and its requests. ExchangeFlo reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

Enforcement

In the event that We determine, in Our sole discretion, that you have violated these Terms, We shall have the right to immediately terminate your use of the Site, in addition to electing to pursue any other remedies available to Us under applicable law.

Governing Law, Arbitration, and Class Action Waiver

These Terms shall be governed by and construed in accordance with the laws of the State of Massachusetts, without regard to principles of conflict of laws. Except for injunctive relief claims, any and all controversies and disputes arising out of or related to Your use of the Site, these Terms, the Privacy Policy, and/or their interpretation, making, performance, breach, validity or termination thereof, shall be settled by binding arbitration administered by the JAMS in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be in Boston, Massachusetts. Arbitration hereunder shall be conducted by one neutral arbitrator appointed by the AAA. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to this arbitration clause. Any disputes, including any threshold disagreement about the arbitrability of any claim, shall be delegated to the arbitrator (and not a court). At the request of either Party, the arbitrator will enter an appropriate protective order to maintain the confidentiality of information produced or exchanged in the course of the arbitration proceedings. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. You agree and submit to the personal jurisdiction and venue of any such court of competent jurisdiction. In no event shall the arbitrator have any authority to award punitive or other damages not measured by the prevailing Party’s actual damages, except as may be required by statute. Irrespective of the outcome of arbitration, each Party shall bear its own costs and expenses, including its own attorney’s fees, and an equal share of the arbitrator’s fees and administrative fees of arbitration. The arbitrator shall not determine or award any alternative allocation of costs and expenses, including any attorney’s fees. In the event that this arbitration clause is deemed to be invalid or otherwise unenforceable or illegal, the remaining terms of these Terms shall remain in full force and effect, including the waiver of the right to proceed in a class action. THE PARTIES AGREE TO WAIVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, CLASS-WIDE ARBITRATION, CLAIMS BROUGHT IN A REPRESENTATIVE CAPACITY, OR CONSOLIDATED CLAIMS AND AGREE THAT ALL FORMS OF CLASS ACTION OR CLASS WIDE ARBITRATION ARE EXPRESSLY PROHIBITED. THE PARTIES UNDERSTAND THEY WILL NOT HAVE THE RIGHT TO A TRIAL BY A COURT OR A JURY AND THAT THE INFORMATION THAT CAN BE OBTAINED IN DISCOVERY FROM EACH OTHER OR FROM THIRD PERSONS IN ARBITRATION IS GENERALLY MORE LIMITED THAN IN A LAWSUIT. IN ADDITION, OTHER RIGHTS THAT THE PARTIES WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Site must be brought within one (1) year after such claim or cause of action arose or be forever barred. Any action filed by either Party in any court in violation of this Section should be dismissed pursuant to this Section. You shall have thirty (30) days to opt out of the arbitration and class action waiver provisions contained in this Section. After thirty (30) days, these terms of this Section hereby become final and binding.

Severability

Each provision of these Terms is intended to be severable, and the validity, legality, or enforceability of any provision shall not affect the validity, legality, or enforceability of the remainder of these Terms. If for whatever reason, any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision will be construed to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect.

Waiver

No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

Updates to Terms

These Terms were published and last updated on the date noted above. ExchangeFlo shall have the right to revise these Terms at any time by updating this posting. By using this Site, you agree to be bound by any such revisions and should therefore periodically visit this Site to determine the then-current Terms to which you are bound.

Privacy Policy and Terms of Service; Conflicts

All personal data that you provide to Us via this Site is subject to Our Privacy Policy located at portal.exchangeflo.io/privacy. The Privacy Policy is expressly incorporated into this Agreement by this reference. Additional Terms of Service portal.exchangeflo.io/terms shall govern your use of the ExchangeFlo Services.

In the event of any conflict between these Terms and any provision contained in the Terms of Service, the Terms of Service shall control. You agree that these Terms of Service, together with ExchangeFlo’s Privacy Policy and Terms govern your use of the Site, the ExchangeFlo Portal, and/or the ExchangeFlo Services, and supersede any proposed or prior agreement, oral or written, and any other communications between Us relating to your access or use of the Site, the ExchangeFlo Portal, and/or the ExchangeFlo Services.

Notices

To contact the Site with any inquiries or complaints, including any regarding these Terms, you may contact Us via email at info@exchangeflo.io, or via mail at: ExchangeFlo, LLC, 6 Liberty Square, PMB 91290, Boston, MA 02109.