The website located at www.flexe.com (together with any materials and services available therein, the “Site”) is a copyrighted work belonging to Flexe, Inc. (“Flexe”, “us”, and “we”). Flexe and you are referred to individually as a “party” and collectively as the “parties”.

By accessing or using the Site, you agree to be bound by these terms of service (the “Agreement”) and any future amendments and additions to this Agreement as specified in the next paragraph below. If you are accessing or using the Site on behalf of an entity, you represent and warrant that you are an authorized representative of such company, entity, or organization with the authority to bind it to this Agreement, and any reference to “you” in this Agreement will be deemed to be you and such company, entity, or organization you represent. If you have entered into a separate agreement with Flexe (including but not limited to a Platform & Services Agreement) that governs your access or use of the Site, the terms and conditions of that separate agreement will supersede this Agreement and will govern your access or use of the Site instead of this Agreement.

Flexe may revise this Agreement, and its policies relating to the Site from time to time. When changes are made, Flexe will make a new copy of this Agreement available via the Site and will also update the “Last Revised” date above. Any changes to this Agreement will be effective immediately for new users of the Site and will be effective thirty (30) days after posting notice of such changes on the Site for existing users. If you disagree with the changes to this Agreement at any time, your sole remedy is to terminate your use of the Site. Continued use of the Site following our notice or posting of such changes shall indicate your acknowledgement of, and agreement to be bound by, such changes. 

THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE, INCLUDING THE AMOUNT OF ANY RECOVERABLE DAMAGES.

1.               LIMITED LICENSE.

1.1           Site. Subject to the terms of this Agreement, Flexe grants you a non-transferable, non-exclusive, non-sublicensable license to use the Site solely for your internal business purposes (e.g., no resale, service bureau, co-branding or white labeling) during the term of this Agreement.

1.2           Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you may not license, sell, transfer, assign, distribute, host, or otherwise commercially exploit the Site; (b) you may not modify, make derivative works of, reverse compile or reverse engineer any part of the Site; (c) you may not access the Site in order to build a similar or competitive service; interfere with or disrupt the integrity or performance of the Site or the data contained therein, or attempt to gain unauthorized access to the Site or its related systems or networks; (d) you may not use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Site content, or reproduce or circumvent the navigational structure or presentation of the Site, without Flexe’s express prior written consent; and (e) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to the functionality of the Site is subject to the terms of this Agreement. All copyright and other proprietary notices on any content on the Site must be retained on all copies thereof which you have been authorized by Flexe to make.

2.               OWNERSHIP.

2.1               Ownership. Excluding your User Content (defined below), all text, content, user interfaces, illustrations, artwork, videos, sound, music, software, documents, names, logos, trademarks, service marks, brand identities, characters, trade names, graphics, designs, computer code and any other works appearing on the Site are owned by Flexe or Flexe’s licensors and are protected by the intellectual property rights, including copyrights, patents, trademarks, service marks and trade secrets in the Site (“IP Rights”). The provision of the Site pursuant to the limited license granted to you herein does not transfer to you or any third party any ownership rights, title or interest in or to such IP Rights. Flexe and its licensors reserve all rights not specifically granted in this Agreement. You are not permitted to use any such marks without our prior written consent or the consent of Flexe’s licensors.

2.2               Modification. Flexe reserves the right, at any time, to modify, suspend, or discontinue the Site or any part thereof without notice. Without limiting the generality of the foregoing, Flexe may immediately suspend or discontinue the Site immediately and without notice to: (a) comply with any applicable law or regulatory or other governmental order; or (b) minimize Flexe’s legal exposure to a third-party threat.

3.               USER CONTENT.

3.1           User Content. “User Content” means any and all information, data, and content, including without limitation, any feedback, suggestions, bug reports, system errors, and other information or ideas, which you submit to Flexe in connection with the Site. For the avoidance of doubt, User Content may include third party content you submit. You agree not to submit third party content unless you have the consent of the applicable third party owner of such content.

3.2           License. By submitting the User Content (including without limitation, any photograph, words, pictures, or symbols), you permit Flexe to use the User Content on an unrestricted basis. For the avoidance of doubt, you grant us a worldwide, non-exclusive, fully-paid, royalty-free, perpetual, irrevocable license, sub-licensable through multiple tiers, to use, reproduce, perform, display, distribute, modify, create derivative works of, promote, and otherwise commercially exploit the User Content in any form, in all media now known or hereinafter created for any purpose. We may modify your content and information as necessary to provide the Site.

3.3           Acceptable Use Policy; Privacy Policy. You may not post or submit any content that (a) infringes the copyright, trademark, patent or other intellectual property rights of any person, or which infringes on any person’s right of personality or publicity; (b) is defamatory; (c) is misleading, untrue, inaccurate or false; (d) contains viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information; (e) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (f) attempts to gain  unauthorized access to the Site, other users’ accounts, or computer systems or networks connected to the Site through hacking, password mining, or any other means; (g) interferes with or disrupts the integrity or performance of the Site or the data contained therein; (h) uses any automated tools or processes (such as robots, spiders, or scrapers) to access, retrieve, or index any portion of the Site or to scrape, extract, copy, or harvest data from the Site, including without limitation, warehouse information, pricing, availability, or other proprietary business data; (i) circumvents or attempts to circumvent any technical measures designed to prevent or restrict access to the Site or its content; or (j) provides a link to any other websites that violate these terms. We reserve the right (but have no obligation) in our sole discretion to review any User Content, investigate, and/or take appropriate action against you (including removing or modifying your User Content, terminating your use of the Site, and/or reporting you to law enforcement authorities) if you violate this Agreement or otherwise create potential liability for us or any other person. In addition to this Section 3, your submission of certain information through the Site (e.g., personally identifiable information) is subject to our Privacy Policy located at https://www.flexe.com/privacy-policy.

3.4           Business Contact Information. When submitting any contact information through the Site, including through forms related to the warehouse search tool, you agree to provide accurate, current, and complete business contact information. You further agree not to use personal email addresses or provide false information to conceal your business affiliation or for any other deceptive purpose. Flexe reserves the right to verify any submitted contact information and to take appropriate action, including but not limited to, refusing to respond to inquiries or terminating access to the Site, if the provided information is found to be inaccurate, incomplete, or misleading as determined by Flexe.

4.               TERM AND TERMINATION. This Agreement will remain in full force and effect as long as you access or use the Site.  Notwithstanding the foregoing, Flexe may terminate this Agreement immediately, with or without notice and any reason. Upon termination of this Agreement, your right to use the Site will terminate immediately. Flexe will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your access to the Site or deletion of your User Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: the Recital, Sections 1.2 and 2 through 11, and all other provisions that by their nature should survive termination.

5.               INDEMNITY. You will defend, indemnify and hold Flexe, its affiliates, and their officers, directors, employees, and agents (together with Flexe, the “Flexe Parties”) harmless from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including reasonable attorneys’ fees) or demands arising out of or relating to your: (i) access to or use of the Site, Third Party Sites or Third Party Materials; (ii) User Content; (iii) interaction with any other user or third party; (iv) violation of this Agreement; or (v) violation of any applicable law or regulation. You will not settle any claim that imposes any obligation or liability on any of the Flexe Parties without the prior written consent of Flexe. 

6.               REPRESENTATIONS AND WARRANTIES. You represent, warrant and covenant that: (a) you have the right and authority to enter into this Agreement; (b) by entering into this Agreement, you will not violate, conflict with or cause a material default under any other agreements; and (c) you will comply with all applicable laws, rules and regulations in connection with your use of the Site.

7.               WARRANTY DISCLAIMERS AND RELEASE.

YOUR USE OF THE SITE AND THIRD PARTY MATERIALS IS AT YOUR OWN RISK. ALTHOUGH FLEXE MAKES EFFORTS TO PROVIDE AN ACCURATE PRODUCT, THE SITE, INCLUDING ANY SERVICES MADE AVAILABLE THEREON (E.G., THE WAREHOUSE SEARCH TOOL) AND ANY INFORMATION (WHETHER ORAL OR WRITTEN) YOU OBTAINED FROM ANY FLEXE PARTY VIA THE SITE, ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SITE: (A) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE ACCURATE, RELIABLE, UP-TO-DATE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE; OR (D) RESULT IN ANY REVENUE, PROFITS, COST REDUCTION OR OTHER BENEFITS TO YOU. THE SITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

NOTWITHSTANDING THE GENERALITY OF THE FOREGOING, WITH RESPECT TO THE WAREHOUSE SEARCH TOOL MADE AVAILABLE VIA THE SITE, YOU HEREBY ACKNOWLEDGE AND AGREE: (I) THE RESULTS OF THE WAREHOUSE SEARCH TOOL MAY NOT ALWAYS BE ACCURATE AND, IN PARTICULAR, WAREHOUSES LISTED VIA THE WAREHOUSE SEARCH TOOL MAY BE FULL OR OTHERWISE UNAVAILABLE TO YOU; (II) FLEXE DOES NOT CONTROL WHETHER YOU WILL BE ABLE TO ACCESS OR USE ANY OF THE WAREHOUSES OR OTHER SPACES LISTED ON THE SITE VIA THE WAREHOUSE SEARCH TOOL; AND (III) FLEXE DOES NOT ENDORSE OR MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING ANY OF THE WAREHOUSES, OR ANY WAREHOUSE PROVIDERS OR OPERATORS LISTED ON THE SITE VIA THE WAREHOUSE SEARCH TOOL. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF ANY SUCH WAREHOUSE.

YOU HEREBY RELEASE THE FLEXE PARTIES FROM, AND HEREBY WAIVE AND RELINQUISH, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING YOUR ACCESS TO OR USE OF THE SITE. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OF CERTAIN CLAIMS OR THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION(S) MAY NOT APPLY TO YOU.

8.               LIMITATION ON LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) IN NO EVENT SHALL THE FLEXE PARTIES OR ANY OF THEIR SUCCESSORS, INSURERS AND ASSIGNS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, RELIANCE, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO YOUR USE OF, OR INABILITY TO USE, THE SITE OR THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY AND THE LIABILITY OF THE FLEXE PARTIES AND EACH OF OUR OR THEIR SUCCESSORS’, INSURERS’ AND ASSIGNS’ LIABILITY TO YOU FOR ANY DAMAGES, LOSSES AND CAUSES OF ACTION ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SITE FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

9.               THIRD PARTY SITES, LINKS, CONTENT AND SERVICES.

9.1            Third Party Sites. The Site might contain links to third party websites and services offered by third parties (collectively, “Third Party Sites”). Flexe provides links to these Third Party Sites only as a convenience and does not endorse, warrant, or make any representations with respect to Third Party Sites. You use all Third Party Sites at your own risk. When you access a Third Party Site, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites.

9.2            Third Party Materials; Links. Certain Site functionality may make available access to information, products, services and other materials made available by third parties, including Submissions (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.

We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Company with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Site at any time. In addition, the availability of any Third Party Materials through the Site does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).

10.            COPYRIGHT POLICY.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send to Company a written notice by mail or e-mail, requesting that Company remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to Flexe’s Copyright Agent as follows: By mail to Flexe, Inc., Attn: Legal, 568 1st Ave. S., Suite 400, Seattle, WA 98104, or by e-mail to [email protected]. Only DMCA notices should be sent to the copyright agent. For other comments or questions regarding the Site, please contact Flexe at: [email protected].

We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

11.            GENERAL.

11.1         Governing Law; Dispute Resolution. The terms of this Agreement, and any claim or dispute relating to or arising under this Agreement or in connection with your use of the Site (each, a "Dispute"), are governed by and shall be construed in accordance with the laws of the United States (including federal arbitration law) and the State of Washington, without regard to its principles of conflicts of law, or any rules of private international law, that would lead to the application of any other laws.  

EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND US, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered on an individual basis (i.e., not as a class arbitration or class action) by the American Arbitration Association (“AAA”) pursuant to AAA’s Commercial Arbitration Rules, as amended by this Agreement.  The Commercial Arbitration Rules are available online at https://www.adr.org/rules-forms-and-fees/commercial/commercial-arbitration-rules-and-mediation-procedures-2022/. The arbitrator will conduct hearings, if any, in-person in King County in the State of Washington. 

The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. You agree that the federal and state courts located in King County in the State of Washington will have such jurisdiction, and you hereby waive any jurisdictional, venue or inconvenient forum objections to such courts. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.  

This Agreement will not be governed by the U.N. Convention on Contracts for the International Sale of Goods.

11.2         Force Majeure. Any delay in the performance of any duties or obligations of any party to this Agreement (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, epidemic, pandemic, acts of God, war, terrorism, governmental action, cyberattack, or any other event beyond the reasonable control of such party.

11.3         Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Site and supersedes any prior agreements (excluding any separate agreement (including but not limited to a Platform & Services Agreement) that governs the access or use of the Site) between the parties. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Except as otherwise explicitly stated in this Agreement, if any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement may be executed in counterparts.

11.4         Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Flexe’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon any permitted assignees. Flexe may assign this Agreement without any restriction.

11.5         Electronic Communications. The communications between you and Flexe may involve electronic means, whether you send us emails or other electronic messages, or whether Flexe communicates with you via email or other electronic messages. For contractual purposes, you (a) consent to receive communications from Flexe in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Flexe provides to you electronically satisfy any legal requirement that such communications would satisfy if they were to be in a hard copy writing.

12.            COOKIES AND TRACKING TECHNOLOGIES.

The Site may use cookies, web beacons, and other tracking technologies to collect information about your use of the Site and to improve your experience. For more information about how we use cookies and other tracking technologies, please refer to our Privacy Policy.