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Vendor terms and conditions

[flok] (“us”, “our”, “we”) offers an application which allows vendors to provide loyalty plans and rewards directly to consumers through a smartphone application (“Services”), and provides vendors with programs and applications to track consumers’ use thereof (the “Applications”). These Vendor Terms and Conditions (“Terms”) govern your access and use of the Services and the Applications. “Vendor” means any vendor entity and its agents that makes use of the Application or provides Services to its customers.

Please read these Terms carefully. These Terms govern your use of the Applications and your provision of the Services to your customers. You must accept these Terms prior to signing up your business on flok using our website (e.g. www.flok.com) a third party web site who is affiliated with us or using flok Android application for businesses or providing any Services to your customers. By clicking “ACCEPT” or in any other way downloading the Applications or making any Services available to your customers, you signify your assent to these Terms. Changes may be made to these Terms from time to time. If you do not accept these Terms, do not click “ACCEPT” and do not download the Applications or make any Services available to your customers. We will make reasonable commercial efforts to notify you of any updates to these Terms. Notwithstanding the foregoing, your continued use of the Applications or provision of the Services to your customers will be deemed acceptance to amended or updated Terms. As such, you should check frequently to see if we have updated these Terms. The most current version of the Terms is available here. If you do not agree to any of these Terms, please do not use the Applications or make the Services available.

  1. Definitions. In these Terms, the following terms when capitalized have the meanings set forth in this Section.
    1. “Customer” means an end user that has been granted a license by flok to use the Services, and who has accepted the flok User Terms and Conditions.
    2. “flok User Terms and Conditions” means flok' standard end user license agreement, which may be amended by flok in its sole discretion, a current version of which is available here.
    3. “Promotional Content” means any advertising, promotional or marketing content provided by Vendor for provision to any Customer (including, without limitation, any loyalty plans or rewards) and including any logos, trade names, trademarks or other content of Vendor included in such content.
  2. License. Subject to the terms and conditions hereof, during the period these Terms are in effect flok hereby grants Vendor a limited, revocable, non-exclusive, non-transferable, non-sublicenseable, license solely to use the Applications and to provide the Services to its Customers.
  3. Restrictions. Vendor shall maintain all copyright and other proprietary notices contained in the Applications and in the Services. Except as set forth expressly herein, Vendor shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Application or the Services; (b) modify the Application or Services, or insert any code or product, or in any other way manipulate the Application or Services; or (c) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party web site, or otherwise use the Applications or Services except as expressly permitted by these Terms. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Vendor shall inform flok in writing in each instance prior to engaging in the activities set forth above. flok reserves the right to make modifications to the Applications and the Services at any time without prior notice.
  4. Promotional Content. Vendor may provide Promotional Content to Customers through the Services as permitted by flok. Vendor shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality or validity of all Promotional Content. Vendor represents and warrants that no Promotional Content infringes the intellectual property rights or moral rights or any third party. flok reserves the right, at its sole discretion, to remove any Promotional Content that violates these Terms at any time, without prior notice, or require Vendor to do so. Vendor shall remain solely liable for any loyalty plans or rewards offered to Customers, and shall fully indemnify flok for its failure to satisfy any of its obligations pursuant to such plans or rewards. flok does not claim ownership of Promotional Content. However, Vendor grants flok a non-exclusive, royalty-free, worldwide license of all rights to use, edit, modify, include, incorporate, adapt, record and reproduce Promotional Content for the purposes of these Terms, including the right to exercise this license through independent contractors.
  5. Intellectual Property.
    1. flok Property. Title to and ownership of and all proprietary rights in or related to (a) the Application, Services and related documentation and all enhancements, derivatives, bug fixes or improvements to the foregoing; (b) all trade names, trademarks, and logos of flok; and (c) all data collected by flok' server side software with regard to the foregoing] (collectively, “flok Property”) shall at all times remain solely with flok or its licensors.
    2. Vendor Property. Subject to Section ‎6.1, title to and ownership of and all proprietary rights in or related to Promotional Content and all the trade names, trademarks, and logos of Vendor shall at all times remain with Vendor and its licensors (collectively, “Vendor Property”).
    3. No Sale. Any references in these Terms to sale, resale or purchase of the flok Property or Vendor Property and related documentation or references of like effect, will be deemed to mean the license thereof pursuant to the terms and conditions of these Terms.
  6. Customer Data. flok will provide Vendor with certain specified data regarding Customers, including the name of the Customer and certain mutually agreed data regarding the Customer’s activities at Vendor’s business location (“Customer Data”). Vendor agrees that it shall at all times comply with flok' privacy policy and all applicable law, rules and regulations with respect to all Customer Data and all uses thereof. Vendor shall fully indemnify flok (and its officers, directors, employees and consultants) for all breaches of its obligations under this provision. Customer Data may include: customer's name, number of visits, visits details, offers usage, Facebook profile link (if provided by the customer)
  7. Support. Customers may contact flok with regard to the support for the Application using email at support@flok.com or using other forms of communication as described on our website.
  8. Confidentiality. Vendor acknowledges that flok may disclose to Vendor certain confidential information belonging to and relating to flok, the Application or the Services. Vendor may disclose to flok certain information regarding its business and operations. Either party (the “Receiving Party”) receiving information from the other party (the “Disclosing Party”) which the Disclosing Party has marked or identified as confidential or proprietary, or which should clearly be considered confidential proprietary (collectively, “Confidential Information”), agrees to keep such Confidential Information confidential during and after the Term and not disclose or use except in performance of the Receiving Party’s obligations hereunder. Confidential Information shall not include information (i) already lawfully known to or independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party, (ii) received by the Receiving Party from any third party without restrictions, (iii) publicly and generally available, free of confidentiality restrictions; or (iv) required to be disclosed by law, provided that the Receiving Party provides prompt notice of such requirement. The Receiving Party shall restrict disclosure of Confidential Information to those of the Receiving Party’s employees and officers with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. Vendor will not disclose any information regarding the results of any testing or evaluation of the Application or Services to any third party without flok' prior written consent.
  9. Warranties; Indemnification; Disclaimer.
    1. Vendor Warranties. Vendor represents and warrants that the Promotional Content: (a) does not contain material that is obscene, defamatory, libelous, racially or ethnically insensitive, harassing, threatening or otherwise offensive; (b) does not contain pornography or material that may be harmful to a minor; (c) does not contain material that violates or infringes the intellectual property, moral or contractual rights of any third party; (d) does not contain any virus, worm, Trojan horse, or other harmful or disruptive component; and (e) complies with all applicable law, regulations and rules, including all applicable law regarding advertising, marketing and promotional content and services.
    2. Vendor Indemnification. Vendor shall defend, indemnify and hold harmless flok from and against any and all suits, proceedings, assertions, damages, costs, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which flok may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from or relating to (i) a claim that the Promotional Content infringes or violates any third party intellectual property rights, provided however, that Vendor shall have no obligation to indemnify flok where such claim of infringement relates solely to the flok Property incorporated in the foregoing; (ii) use of any Customer Data not in compliance with F flok' then-current privacy policy or in violation of applicable law, rule or regulation; or (iii) any other breach of these Terms, including the representations and warranties set forth in Section ‎11.1.
    3. DISCLAIMER. THE APPLICATION, SERVICES AND RELATED DOCUMENTATION ARE PROVIDED “AS-IS”. flok EXPRESSLY DISCLAIMS ANY WARRANTIES (INCLUDING WITH REGARD TO THE PERFORMANCE OF THE APPLICATION OR SERVICES AND WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. ANY RELIANCE ON THE APPLICATION OR THE SERVICES IS AT VENDOR’S OWN RISK, AND flok DOES NOT AND SHALL NOT ACCEPT ANY LIABILITY FOR THE APPLICATION OR THE SERVICES, INCLUDING WITHOUT LIMITATION ANY MISTAKES OR INACCURACIES IN LOYALTY PLANS OR REWARDS CREATED OR MADE AVAILABLE THROUGH THE APPLICATION OR SERVICES.
  10. LIMITATION OF LIABILITY. IN NO EVENT SHALL flok , ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SHAREHOLDERS, BE LIABLE TO VENDOR, ANY CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE APPLICATION OR SERVICES. IN ANY CASE, flok' ENTIRE LIABILITY UNDER ANY PROVISION OF THESE TERMS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT RECEIVED FROM VENDOR HEREUNDER, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE GROSS NEGLIGENCE OF flok TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES.

    Promotion; Publicity. All promotion, advertising and distribution of the Application and Services shall be consistent with flok' standard policies and reputation. Both parties may agree in writing to include a reference to the other party and its logo on its website, marketing and promotional materials (in any medium) subject to the compliance by each party with the applicable trademark guidelines of the other party. The Parties may agree to issue a joint press release in a form mutually agreeable to the Parties announcing the formation of the relationship between the Parties. The text of such press release and announcements, and any future announcement or publication concerning the existence or terms of this agreement, shall be mutually agreed to by the Parties prior to publication, except that either Party may re-publish information contained in a previously approved press release, including on a Party’s website and in marketing materials.

  11. The term of this agreement (“Term”) shall commence on the date Vendor accepts these Terms and shall continue for a period of 6 months, and shall thereafter automatically renew for subsequent terms of 6 months, unless otherwise terminated in accordance with these Terms.
    1. Termination. Either party may terminate this agreement with advance notice of 30 days., provided, however, that flok may terminate these Terms and all rights granted hereunder without notice if Vendor shall use or market the Application or Services in violation of any applicable law, rule or regulation.
    2. Effect of Termination. Upon expiration or termination of these Terms for any reason, (a) Vendor shall immediately cease the use of the rights licensed hereunder, and shall immediately cease all provision of the Services to its customers; (b) each party shall make payment to the other of all amounts due hereunder as of the date of termination; and (c) Vendor shall cease the use of all flok Property and shall promptly return to flok all copies of flok Confidential Information or destroy same, at flok' discretion.
    3. Survival. Sections ‎3 (Restrictions), ‎7 (Intellectual Property), ‎8 (Customer Data), ‎10 (Confidentiality), ‎11 (Warranties; Indemnification; Disclaimer), ‎12 (Limitation of Liability) any accrued and unpaid payments, and this Section ‎12.4 shall survive the termination or expiration of these Terms for any reason.
  12. Vendor agreement (“You” refers to a customer as defined in clause 1 of this document). In order to manage your loyalty club, you will be provided with: a) Access to the online dashboard, from where you can track and modify the various features of your club. b) An Android device (handset or tablet) or Beacon for each location. These devices will serve as your on-site radar and activate the automatic interaction with your club members as they walk in. By signing below, you agree to the following: a) To run your loyalty program in a fair and non-abusive manner. b) To keep the provided Android devices (handsets or tablets) or Beacon safe and secure. Each set includes: Handset or tablet -Incl. Battery and sim card, Power cable & Plug In the case of a lost or stolen Android device or Beacon, you will be charged a one time additional fee of $189 for Android device or $99 for Beacon. Once the payment has been made, flok will provide you with a new device. You understand that while flok grants you access to its platform, the responsibility for managing your loyalty club lies with you. Pricing: You agree to the flok pricing plans as presented and selected online, or as presented to you by a sales representative or any authorized representative of flok. You assume responsibility to send the Android or Beacon device back within 30 days of cancelation to avoid a replacement fee of $100. flok does not take responsibility to pay for shipping and devices must be sent back in working condition.
  13. Miscellaneous. flok and Vendor are and intend to remain independent parties. Nothing contained in these Terms shall be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and except as otherwise specifically agreed upon in writing by the parties, neither party shall hold itself out as an agent, legal representative, partner, subsidiary, joint venturer, servant or employee of the other. Neither party nor any officer or employee thereof shall, in any event, have any right collectively or individually, to bind the other party, to make any representations or warranties, to accept service of process, to receive notice or to perform any act or thing on behalf of the other party, except as authorized in writing by such other party in its sole discretion. These Terms represent the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. These Terms may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A waiver of any default hereunder or of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. flok may assign its rights or obligations pursuant to these Terms. Vendor agrees not to assign any rights under these Terms; any attempted assignment shall be null and void and shall result in the termination of these Terms. If any part of these Terms shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. These Terms shall be governed by the laws of the State of New York, and the competent courts in the city of New York shall have exclusive jurisdiction to hear any disputes arising hereunder.
  14. Refund Policy Flok offers a 14 day money back guarantee for all plan without free trial, where if cancellation is requested within 14 days of activating a premium membership, flok will issue a full refund. Flok does not issue refunds retroactively for any payment made on a recurring subscription (monthly, quarterly, semi-annual or annual) when the cancellation request is made after the charge in question. Businesses can cancel anytime, for any reason, with no cancellation fees. Flok will also issue a full refund on the beacon replacement fee if the device is returned. Free Trial plan will not be eligible for refund after the trial is over.
  15. Some of the Services offered on the Website require payment of fees ("Charged Services"). If you elect to sign up for Charged Services, you shall pay all applicable fees, as described on the Website in connection with such Charged Services selected by you. flok reserves the right to change its prices at any time. You authorize flok directly or through third parties, to make any inquiries it considers necessary to validate your account and financial information that you provided while signing up for such Services. Please note that according to internal agreements, flok LTD is entitled to collect fees from Users on behalf of the Charged Services, to process any payments and/or refunds and/or take any billing actions as required in connection with the collection of the fees on behalf of the Charged Services. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to pay any such taxes that might be applicable to your use of the Services and payments made by you to flok. All fees related to using Charged Services are charged automatically using the payment method as determined in the Website. If flok does not receive a request by the user, through email or phone for Charged Services termination you acknowledge and understand that flok will continue to charge you for the Charged Services as long as your account remains active regardless if the Charged Services are used or not. If, at any time, you contact your bank or credit card company and decline or otherwise reject the charge of any payable fees, this act will be considered a breach of your obligation hereunder and your use of the Charged Services will be automatically terminated. Your use of the Charged Services will not resume until you re-subscribe for any such Charged Services. Users purchasing Charged Services shall pay any and all prices and fees due for such Services. All prices and fees are non-refundable unless otherwise expressly noted, even if such Charged Services are suspended, terminated, or transferred prior to the end of the Services term. flok expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at the Website and effective immediately without need for further notice to any user. Any changes or modifications in prices and fees shall be effective when the Services in question come up for renewal as further described below.
  16. Auto Renewals IN ORDER TO ENSURE THAT YOU DO NOT EXPERIENCE AN INTERRUPTION OR LOSS OF SERVICES, MOST SERVICES OFFER AN AUTOMATIC RENEWAL OPTION. THE AUTOMATIC RENEWAL OPTION AUTOMATICALLY RENEWS THE APPLICABLE SERVICE FOR A RENEWAL PERIOD EQUAL IN TIME TO THE ORIGINAL SERVICE PERIOD. FOR EXAMPLE, IF YOUR ORIGINAL SERVICE PERIOD IS FOR ONE YEAR, YOUR RENEWAL PERIOD WILL BE FOR ONE YEAR. WHILE THE DETAILS OF THE AUTOMATIC RENEWAL OPTION VARY FROM SERVICE TO SERVICE, THE SERVICES THAT OFFER AN AUTOMATIC RENEWAL OPTION TREAT IT AS THE DEFAULT SETTING. THEREFORE, UNLESS YOU CANCEL YOUR SUBSCRIPTION flok WILL AUTOMATICALLY RENEW THE APPLICABLE SERVICE WHEN IT COMES UP FOR RENEWAL, AND WILL TAKE PAYMENT FROM THE PAYMENT METHOD YOU HAVE ON FILE WITH flok THEN CURRENT RATES, WHICH YOU ACKNOWLEDGE AND AGREE MAY BE HIGHER OR LOWER THAN THE RATES FOR THE ORIGINAL SERVICE PERIOD. YOU MAY CANCEL YOUR SUBSCRIPTION FROM SUCH SERVICES PRIOR TO THE AUTOMATIC RENEWAL AT ANY TIME. IN SUCH EVENT THE SERVICES SHALL BE DISCONTINUED UPON THE EXPIRATION OF THE RESPECTIVE PERIOD YOU HAVE PAID FOR AND YOU SHALL NOT HAVE ANY CLAIMS TOWARDS flok IN RELATION TO THE DISCONTINUATION OF THE SERVICES.
  17. Cancellation by User You may discontinue to use and request to cancel your premium membership at any time, in accordance with the instructions available on the Services. The effective date and time of such cancellation shall be the date and time on which you have completed the cancellation process on the Services, and the effective date for cancellation of Services shall be at the end of such Service’s subscription period.
    Notwithstanding anything to the contrary in the foregoing, with respect to automatically-renewed subscriptions to paid Services, such subscription will be discontinued upon the expiration of the respective period for which you have already made payment, unless you have chosen to cancel such subscription immediately."