Flowplane Terms of Service
Date of Last Revision: 21 May, 2014
Please Read Carefully Before Using This Website: The following terms of service (“Terms of Service”) govern your use of the Flowplane Website (the “Site”, “Flowplane”) and the Flowplane web-based, application integration and data linking service accessed through the Site (“Service”), both of which are operated by Syntronian Pty Ltd. (“Syntronian”). By using the Site and/or the Service, you irrevocably agree that such use is subject to these Terms of Service. If you do not agree to these Terms of Service, you may not use the Site or the Service. If you are entering into these Terms of Service on behalf of an entity, you represent that you have the actual authority to bind such entity to these Terms of Service.
Syntronian expressly reserves the right to modify the Terms of Service at any time in its sole discretion, and without prior notice to you, by including such alteration and/or modification in these Terms of Service, along with a notice of the effective date of such modified Terms of Service. Any continued use by you of the Site or the Service after the posting of such modified Terms of Service shall be deemed to indicate your irrevocable agreement to such modified Terms of Service. Accordingly, if at any time you do not agree to be subject to any modified Terms of Service, you may no longer use the Site or Service.
User Account Registration; Passwords and Fees
(a) Account Registration and Use License: In order to access and use all of the features of the Service, you are required to open an account (“User Account”) by registering with Flowplane. When you register for your User Account you must provide true, accurate, current and complete information (“Account Information”), and you agree to update the Account Information in order to ensure that it is current. Upon proper registration and opening of a User Account, and subject to all of the terms and conditions of these Terms of Service, Syntronian hereby grants to you the personal, non-transferable right and license to use the Service, solely for your own internal business purposes, until such time as either you or Syntronian elect to terminate such right in accordance with these Terms and Conditions.
(b) Eligibility: As an express condition of being permitted to open a User Account, you represent and warrant that you (i) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside, (ii) are not on a list of persons barred you from receiving services under Australian laws or other applicable jurisdiction. You must be at least 13 years of age or older to use the Site, provided that if you are under the age of 18, your parent or legal guardian, as applicable, must expressly consent to your use of the Site.
(c) Passwords: Upon registration on the Site, you will provide Flowplane with a password to access your account. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occur through your account, whether or not authorized by you. You agree to immediately notify Flowplane of any suspected or actual unauthorized use of your User Account. You agree that Syntronian will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password.
(a) Flowplane Content: Except as may be otherwise noted, the information, materials (including, without limitation, HTML, text, audio, video, white papers, press releases, data sheets, product descriptions, software and FAQs and other content) available on the Site and/or the Service (collectively, “Flowplane Content”) are the copyrighted works of Syntronian and its licensors, and Syntronian and its licensors expressly retain all right title and interest in and to the Flowplane Content, including, without limitation, all intellectual property rights therein and thereto. Except as expressly permitted in these Terms of Service, any use of the Flowplane Content may violate copyright and/or other applicable laws.
(c) Limited Site Content License: Syntronian grants you the limited, revocable, non-transferable, non-exclusive right to use the Flowplane Content and Third Party Content (collectively, “Site Content”) by displaying the Site Content on your computer, and downloading and printing pages from the Site containing Site Content, under the condition that (i) you do not modify or prepare derivative works from the Site Content, (ii) you do not obscure, alter or remove any notice of copyright set forth on any Site pages or Site Content, (iii) you do not otherwise reproduce, re-distribute or publicly display any of the Site Content and (iv) you do not copy any Site Content to any other media or other storage format.
(d) Monitoring of Site Content and use of Service: Syntronian reserves the right, but does not undertake the obligation, to monitor use of the Site and/or the Service, and to investigate and take appropriate legal action against any party that uses the Site in violation of these Terms of Service or applicable law. Syntronian reserves the right to accept, reject or modify any Site Content or User Content, but assumes no liability based on its acceptance, rejection, modification or failure to modify any Site Content or User Content.
(e) Copyright Infringement: As a condition of your right to use the Site and the Service, you agree to respect the intellectual property rights of others. Accordingly, you agree not to upload or post to the Site or the Service any copyrighted materials, trademarks or other proprietary information belonging to any third party without the prior written consent of the applicable third party. You acknowledge that Syntronian will terminate your access to the Site and/or the Service if you repeatedly infringe the copyright of third parties. If you believe that your copyrighted work has been illegally uploaded or posted on the Site or the Service, you may send a written notice to Syntronian at email@example.com, and Syntronian will respond pursuant to the copyright law of Australia. Syntronian reserves all rights to seek damages and fees associated with infringement and or fraud.
Your Use of the Site and Service
(a) Account and Use of Service: You may use your User Account for the Service only in accordance with these Terms of Service and only for lawful purposes. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Service.
(b) Fees: Some features of the Service may only be accessed and used upon the payment of applicable fees (“Fees”). Fees may vary depending on usage in accordance with our current pricing policy. If you do not initially register for a version of the Service that requires the payment of a fee, you will nonetheless be permitted to use all of the features of the Service for a period of fourteen (14) days (“Free Trial Period”). Upon the expiration of the Free Trial Period, you will only be able to access and use those features of the Service the use of which does not require the payment of a fee, unless you subsequently upgrade to a paid version of the Service.
(c) Prohibited Conduct: Syntronian specifically prohibits any use of the Site or the Service for: (i) posting any (1) information which is incomplete, false, inaccurate or not your own, (2) trade secrets or material that is copyrighted or otherwise owned by a third party unless you have a valid license from the owner which permits you to post it, (3) material that infringes on any other intellectual property, privacy or publicity right of another, (4) advertisement, promotional materials or solicitation related to any product or service that is competitive with Syntronian products or services or (5) software or programs which contain any harmful code, including, but not limited to, viruses, worms, time bombs or Trojan horses; (ii) impersonating another person; (iii) engaging in or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, state, national or international law or regulation, or which fails to comply with accepted Internet protocol; or (iv) transmitting or transferring (by any means) information or software derived from the Site or the Service to foreign countries or certain foreign nations in violation of the Australian Defence Trade Controls Act. In addition, you are prohibited from violating or attempting to violate the security of the Site, the Service or Syntronian’s system or network security, including, without limitation, the following: (1) accessing data not intended for users of the Site or the Service, or gaining unauthorized access to an account, server or any other computer system; (2) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (3) attempting to interfere with the function of the Site, the Service, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mailbombing”, “crashing”, or sending unsolicited e-mail, including promotions and/or advertising of products or services; or (4) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of the Site’s or Syntronian’s system or network security may result in civil or criminal liability.
(d) User Content: If you elect to display, post, submit or otherwise make available to others, on the Site any content or works of authorship, including, without limitation, images, audio files, text, software (but excluding User software) or other materials, (collectively, “User Content”), you hereby grant to Syntronian a perpetual, irrevocable, royalty-free, worldwide, non-exclusive right and license, including the right to grant sublicenses to third parties, to use, reproduce, publicly display, publicly perform, prepare derivative works from and distribute such User Content, for any purpose. In addition, you hereby irrevocably represent and warrant to Syntronian that (i) you have all necessary power, authority, right, title and/or licenses to grant to Syntronian the foregoing right and license and (ii) the posting, submission, display by you of User Content on the Site, and the exercise by Syntronian of the foregoing license does not and will not (1) violate any applicable law or government regulation or (2) infringe any right of publicity or invades the privacy of others, or any intellectual property right of any third party, (iii) no User Content you provide (1) will constitute obscene, pornographic, indecent, profane or otherwise objectionable material, (2) is discriminatory, hateful or bigoted toward, or abusive of, any group or individual, or (3) is libellous or defamatory.
(e) Suggestions: You hereby grant to Syntronian a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Site and/or the Service any suggestions, enhancement requests, recommendations or other feedback provided by you to Syntronian that is related to the Site and/or the Service.
(g) Developer Platform: Subject to all of the terms and conditions of these Terms of Service, you may use the Flowplane developer platform (“Platform”) to create additional features for the Service that leverage your application programming interfaces (“API(s)”). Syntronian reserves the right to accept or reject any such additional features.
(h) Export Control: You hereby represent and warrant that (i) you understand and acknowledge that some Site Content may be subject to export, re-export and import restrictions under applicable law, (ii) you will not use the Site or any Site Content in a manner that violates the Australian Defence Trade Controls Act 2012 and the regulations of the Australian Department of Commerce and (iii) you are not located in, under the control of, or a national or resident of any country to which Australia has embargoed goods.
LIMITATION OF LIABILITY
(a) Warranty Disclaimer: THE SITE AND, SITE CONTENT AND THE SERVICE ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND SYNTRONIAN MAKES NO WARRANTY THAT THE SITE, SERVICE OR SITE CONENT ARE COMPLETE, SUITABLE FOR YOUR PURPOSE, OR ACCURATE. ON BEHALF OF ITSELF AND ITS LICENSORS, SYNTRONIAN HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES WITH RESPECT TO THE SITE, SITE CONTENT AND SERVICE, OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFIRNGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SITE, SERVICE AND/OR THE SITE CONTENT RESTS WITH YOU AND SYNTRONIAN MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABILITY OF THE SITE AND OR THE SERVICE WILL BE UNINTERRUPTED, OR THAT THE SITE, SERVICE AND/OR THE SITE CONTENT WILL BE ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED.
(b) Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT SYNTRONIAN SHALL NOT BE LIABILE TO YOU FOR ANY DAMAGES ARISING OUT OF OR CONNECTED TO YOUR USE OF, OR INABILITY TO USE, THE SITE, THE SERVICE OR THE SITE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OR PROFITS, LOSS OF REVENUE, LOSS OF DATA., LOSS OF GOODWILL OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF SYNTRONIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE.
Location of the Site and your Use
Syntronian operates or controls the operation of this Site and the Service from offices in Australia. In addition, the Site and the Service may be mirrored, and other websites operated or controlled by Syntronian may be located, at various locations in and outside of Australia. Syntronian makes no representation or warranty that all of the features of this Site or Service will be available to you outside of Australia, or that they are permitted to be accessed outside of Australia. You acknowledge that you are solely responsible for any decision by you to use of this Site and/or the Service from other locations, and that such use may be subject to, and that you are responsible for, compliance with applicable local laws.
These Terms of Service constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected. These Terms of Service supersede all prior or contemporaneous discussions, proposals and agreements between you and Syntronian relating to the subject matter hereof. No amendment, modification or waiver of any provision of these Terms of Service will be effective unless in writing and signed by an officer of Syntronian. If any provision of these Terms of Service is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by Syntronian may be implied from any actions or failures to enforce rights under these Terms of Service. These Terms of Service are intended to be and are solely for the benefit of Syntronian and you and do not create any right in favour of any third party. These Terms of Service will be governed by and construed in accordance with the laws of the State of Queensland, Australia, without reference to its conflict of laws principles. All disputes arising out of or relating to these Terms of Service will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in Brisbane, Queensland, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.