By entering into a related Purchase Order, as defined below, and using the FLX Services, you (the “Member”) agree to be bound by the Terms and Conditions specified below.
FLX Distribution, Inc. dba FLX Networks (“FLX”) is an all-in-one solution including one integrated network, offering its members one centralized relationship, one communication point to reach many, and one invoice. FLX provides business and technology services across asset and wealth management including offering the website FLX Networks and its three proprietary Exchanges (collectively, the “Website”). Additionally, FLX may provide access to certain FLX branded services or solutions through the Website that are offered to Members by the FLX Service Providers, as defined below (the “Solutions” and together with the Website, the “Services” or “FLX Services”).
Subject to the terms of this Agreement, FLX shall make available to Member certain products and Services. Such Services shall include, at a minimum, granting Member a limited, non-transferable, non-exclusive, fixed-term subscription access for commercial purposes (“Subscription”) to the FLX Services described in the relevant Purchase Order. These Services may include, as applicable, access to: (i) certain advisors, third-party subcontractors or service providers, intermediaries and other persons who are independent contractors of FLX (“FLX Service Providers”) hereunder and/or (ii) the materials and content described herein, excluding materials created by Member (“Materials”). This access will be made available to Member by FLX via the Website or directly through the provision of the FLX Services. FLX’s Services hereunder shall be rendered exclusively for the Member and on the Member’s behalf.
These Terms and Conditions are entered into by and between you and FLX. The following terms and conditions, together with any Purchase Orders and/or other agreements entered into between the Member and FLX, any third-party licenses (if applicable) and any documents expressly incorporated by reference (collectively, "Terms and Conditions") govern your relationship with FLX and access to and use of the FLX Services and FLX’s proprietary application, including any content, functionality, and services offered on or through the website.
Acceptance of Terms
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE YOU START TO USE THE FLX SERVICES. BY USING THE FLX SERVICES YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY: (1) THESE TERMS AND CONDITIONS, PUBLISHED AT (FLX TERMS & CONDITIONS), (2) OUR TERMS OF USE, INCORPORATED HEREIN BY REFERENCE AND AVAILABLE AT (FLX TERMS OF USE) , (3) OUR PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE AND AVAILABLE AT (FLX PRIVACY POLICY), AND (4) THE PURCHASE ORDER FORM BETWEEN MEMBER AND FLX.
FLX PROVIDES ACCESS TO THE SOLUTIONS ON BEHALF OF THE FLX SERVICE PROVIDERS SOLELY ON THE TERMS AND CONDITIONS, AND ON THE CONDITION THAT MEMBER ACCEPTS AND COMPLIES WITH THESE TERMS AND CONDITIONS AND TAKES REASONABLE MEASURES TO ENSURE COMPLIANCE BY ITS END USERS. IF MEMBER DOES NOT AGREE TO THESE TERMS AND CONDITIONS, FLX WILL NOT AND DOES NOT GRANT MEMBER OR ITS END USERS ACCESS TO THE SOLUTIONS, AND MEMBER SHALL NOT ACCESS THE SOLUTIONS.
THESE TERMS AND CONDITIONS REPRESENT A LEGAL AGREEMENT BETWEEN YOU AND FLX, AND IN CERTAIN CIRCUMSTANCES, THE FLX SERVICE PROVIDERS WHOSE SOLUTION THE MEMBER MAY BE ACCESSING (collectively, with the Terms of Use, Privacy Policy, Purchase Order, the “Agreement”).
FLX reserves the right, in its sole discretions, to amend these Terms and Conditions at any time by posting the amended terms on the Website or directly through the Services and any related application. Your continued use of the FLX Services constitutes acceptance of the terms amended or otherwise. If you do not agree with these Terms and Conditions or are dissatisfied with the FLX Services or any other terms, conditions, rules, policies, guidelines, or practices of FLX, your sole and exclusive remedy is to discontinue your use of the FLX Services. Notwithstanding the foregoing, for any material changes to these Terms and Conditions that would have a detrimental effect on the Member, FLX will be required to obtain the Member’s prior written consent.
FLX may, with or without notice, in its sole discretion, substitute, amend or modify the FLX Services provided to Member under this Agreement if it determines that such substitution or modification would better serve the Member’s needs or enhance the overall value of the Services. Notwithstanding the foregoing, any such substitution may only be made to the extent that the Services provided under this Agreement are not materially impacted in any detrimental fashion, and there is no additional cost to Member.
Should there be a conflict between the terms of the Terms and Conditions, the Purchase Order Form, and the Services Agreement, the terms providing FLX the greatest protections shall control.
Ownership of Content
"Content” shall mean and include, without limitation, data, images, drawings, photographs, video, audio, text, and all other material and information you see through the Services. Any Content or opinions uploaded, expressed, or submitted to any publicly available section of the FLX Services, and all articles and responses to questions, other than such Content provided by FLX, are solely the opinions and responsibility of the person or entity submitting them and do not necessarily reflect the opinions of FLX. You understand and acknowledge that you are responsible for whatever Content you submit, and you, not FLX, have full responsibility for such Content, including its legality, reliability, and appropriateness. By uploading or otherwise transmitting material to any area of the FLX Services, you warrant that the material is your own, is in the public domain, or otherwise free of proprietary or other restrictions and that you have the right to use it, including by posting it to the FLX Services. You grant to FLX the right to use all such Content you upload or otherwise transmit to the FLX Services in any manner FLX chooses, including but not limited to copying, displaying, performing, or publishing it in any format whatsoever, and modifying it, incorporating it into other material, or making a derivative work based on it.
FLX reserves the right, but does not assume any responsibility, to remove from the FLX Services any material posted by you on the FLX Services that FLX, in its sole discretion, deems inconsistent with the foregoing commitments, including any material FLX has been notified of, or has reason to believe, constitutes a copyright infringement. However, FLX can neither review all material prior to transmission on the FLX Services nor ensure prompt action with respect to objectionable material after it is transmitted on the FLX Services. Accordingly, FLX assumes no liability for any action or inaction regarding transmissions, communications, or other content that is provided by third parties.
Subject to Ownership of Content and all other terms and conditions of this Agreement, Member grants to FLX a non-exclusive, non-transferable, and non-sublicensable license, to reproduce, perform, display, transmit, and distribute on the Services and related media, each Content item. FLX shall not change anything on product materials, literature, etc. but reserves the right to create Member’s landing page based on publicly available information which Member will have the ability to edit with its admin rights.
The foregoing includes the right to permit end users to access the Content solely for the reasons allowed under their respective Agreements as participants in the FLX Networks and subject to these Terms and Conditions. FLX is not granted any right to, and shall not, authorize any other use of the Content by end users, or any use of the Content by any other person (including Licensee's Affiliates) other than that contemplated by participation in the FLX Network.
Your failure to comply with the above provisions may result in the termination of your membership to the FLX Services and may expose you to civil or criminal liability.
Materials and User Content
FLX and the FLX Service Providers do not control the User Content. Each User shall solely verify with whom they are dealing with. The information contained herein has been obtained from sources believed to be reliable, but its accuracy and completeness is not guaranteed. FLX and the FLX Service Providers reserve the right at any time and without notice to change, amend, or cease publication of the information. It has been prepared solely for informative purposes. FLX and the FLX Service Providers may also make improvements and changes to the materials provided at any time without notice.
Performance data contained on the Solution or Website represents past performance, and the investment return and principal value of an investment will fluctuate over time and may be worth more or less than their original cost. Past performance does not guarantee future results.
Non-Solicitation of Employees
The Parties agree that during the term of this Agreement and for a period of two (2) years after expiration of this Agreement, the Parties, including any of their employees, shall not, directly or indirectly, solicit for employment or consultancy, employ, or seek to employ or engage as an independent contractor, any present or former employee of the other Party or its affiliates employed at any time during the 24 month period preceding the termination of the Party’s services hereunder without the prior written consent of such other Party. If either party retains any employee of the other party in violation of this section, whether as an employee or an independent contractor or consultant, then that shall be responsible for the payment to the other party of 50% of the value of any such employment or relationship for the first year following the hiring of such employee.
Non-Solicitation of FLX Service Providers
Member agrees that during the term of this Agreement and for a period of two (2) years after the expiration of this Agreement, the Member shall not, directly or indirectly, for their own behalf or on behalf of any other person, partnership, entity, association, or corporation, solicit, transact, or attempt to transact business with any person, firm or other entity who is or was a FLX Service Provider and who was providing services for the Member pursuant to that relationship with FLX. If Member retains any FLX Service Provider, whether as a vendor, employee or contractor, to provide the services that FLX is providing under this Agreement, then Member shall be responsible for the payment of 50% of the value of any such contract, employment or relationship for the first year following any engagement by Member with a FLX Service Provider.
Membership Dues
For Members with a paid subscription for FLX Services, in consideration for the Member’s access to the Website and such Services, the Member shall pay its FLX membership dues as described in any relevant Purchase Order Form (the “Purchase Order”). Membership Dues are payable by Member thirty (30) days from the date of invoice. If Member fails to make any payment due to FLX under this Agreement, FLX may suspend performance of the Services or access to the Website without liability to Member until such payment is made. Any suspension of Services under this Section shall not relieve Member of its obligation to pay any outstanding fees or charges payable to FLX under this Agreement. Once an invoice is past due it shall incur a late fee of two percent per month until paid in full. FLX reserves the right to pass through to the Member any increases in fees, costs, or charges imposed by FLX Service Providers, including without limitation any annual fee adjustments. The Company shall provide reasonable notice to the Member of any such increases prior to their effective date. In addition, any credit card processing fees or similar transaction-related charges incurred by FLX in connection with payments made by the Member shall be charged back to and borne by the Member.
Invoice Disputes
In the event Member disputes any invoiced Membership Dues, Member will provide written notice of the disputed amount within fifteen (15) calendar days (the “Dispute Period”) after receiving such invoice and timely pay any undisputed portion of such invoice. After the Dispute Period, any undisputed amount shall be deemed undisputed and due immediately. The parties will cooperate in good faith to resolve any disputed invoice or portion thereof within fifteen (15) business days of notice of dispute. Member will promptly reimburse FLX for any cost or expense incurred in connection with any collection efforts undertaken by FLX in connection with any past due amount owed under this Agreement (“Dispute Fees”).
Term
The initial term of any FLX Services is set forth in the Purchase Order (the “Initial Term”). Any such services will automatically renew for successive periods as set forth in the Purchase Order, if applicable (each a “Renewal Term” to follow the Initial Term) unless Member provides FLX with ninety (90) days written notice of non-renewal prior to the expiration of the then-current Term. Invoices for any Renewal Term will be provided on the anniversary of the Effective Date as defined in the Purchase Order. Termination by the Member prior to the Term or any Renewal Term for any reason other than termination for cause, shall result in the remaining fees under the then current term accelerating and becoming due and payable immediately upon such early termination.
Confidential Information
All non-public, confidential or proprietary information of either party ("Confidential Information"), including, but not limited to, information about such party's business affairs, products, services, methodologies, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, or otherwise learned by the Receiving Party in connection with this Agreement, including the terms of this Agreement and any related documents, and whether or not marked, designated, or otherwise identified as "confidential," is confidential, solely for use in performing this Agreement and may not be disclosed or copied unless authorized by the Disclosing Party in writing. The Receiving Party shall protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Receiving Party's breach of this Agreement; (b) is obtained by the Receiving Party on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) the Receiving Party establishes by documentary evidence, was in its possession prior to the Disclosing Party's disclosure hereunder; (d) was or is independently developed by the Receiving Party without using any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction.
The Receiving Party shall be responsible for any breach of this Section caused by any of its employees, contractors, agents, or representatives. On the expiration or termination of the Agreement, at the Disclosing Party's written request, the Receiving Party shall promptly return, and shall require its Representatives to return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. Notwithstanding the foregoing, the Receiving Party shall be permitted to maintain one copy of any documents and work product containing Confidential information to the extent required for applicable legal or regulatory purposes or established document retention policies, and shall not be required to destroy, alter or modify any automated backup or other archival processes. Each party's obligations under this Section will survive termination or expiration of this Agreement for a period of two years, provided that any Confidential Information that is not destroyed, returned, or redacted, as applicable, shall remain subject to the confidentiality and non-use obligations set forth in this Agreement for as long as such Confidential Information is retained, notwithstanding the termination or expiration of this Agreement.
Notwithstanding any other provision of this Agreement, the Parties acknowledge and agree that neither shall disclose any trade secrets to the other under this Agreement, and that any such disclosure of trade secrets shall be made pursuant to a separate written agreement between the Parties.
Notwithstanding any other provision of this Agreement, the Receiving Party, and each of its Representatives, is expressly permitted to communicate directly with, and provide Confidential Information and other information (including documents) not otherwise protected from disclosure by any applicable law or privilege, to any governmental agency or entity, including the United States Securities and Exchange Commission, regarding possible violations of law or regulation, without prior disclosure to or consent from the Disclosing Party.
Feedback
Any communications between Member and FLX or the FLX Service Providers, such as email or other correspondence, in which Member offers suggestions or comments for improving or modifying the Website or Solutions or any part thereof (“Feedback”) will be deemed to be non-proprietary, and Member agrees that:
- the Feedback is not confidential or proprietary information of any third party and Member has all of the necessary rights to disclose the Feedback to FLX or the FLX Service Providers;
- FLX and the FLX Service Providers may irrevocably and freely use, reproduce, publicize, and exploit the Feedback; and
- Member is not entitled to receive any compensation or reimbursement of any kind from FLX or the FLX Service Providers in relation to such Feedback.
Publicity
Neither Party shall (orally or in writing) publicly disclose, issue any press release or make any other public statement, or otherwise communicate with the media, concerning the existence of this Agreement or the subject matter hereof, without the prior written approval of the other Party (which shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Parties shall be permitted to disclose the relationship of the Parties for in general investor related materials or to its professional advisors. In addition, the Parties recognize that they are entering into a community platform and that their logo and Company name will be listed throughout the application. Upon termination of the Agreement, FLX shall cease using Member’s name and logo within a reasonable amount of time.
Jurisdiction and Choice of Law
These Terms and Conditions shall be governed in all respects by and construed in accordance with the laws of the State of New Jersey, USA, without regard to its conflicts of law principles. These Terms and Conditions, as they may be amended from time to time, completely and exclusively state the agreement between you, FLX and any FLX Service Providers with respect to the FLX Services, and no other terms that may have been communicated to you orally or in any other manner shall have any force or effect. Exclusive jurisdiction over any cause of action arising out of these Terms and Conditions or your use of the FLX Services shall be in the state or federal courts located in New Jersey, and each party irrevocably: (a) submits to the exclusive jurisdiction of such courts; and (b) waives any objection to such courts based on venue or inconvenience.
Relationship of the Parties
No joint venture, partnership, employment, or agency relationship exists between the Member and FLX or a FLX Service Provider as a result of this Agreement.
Privacy
FLX and the FLX Service Providers may collect information from Member (which includes authorized users) through its communications with FLX and its use of the Services (all such information, “Member Data”). Member Data is stored using industry standard practices. FLX and the FLX Service Provider's use of your personal information accords with our Privacy Policy and is incorporated by reference into these Terms and Conditions. If you do not agree to the Privacy Policy, do not use the Website or Solution. Members are fully responsible for taking precautions and using security measures best suited for their situation and intended use of the Website or Solution.
Indemnification
You agree to indemnify and hold harmless FLX, its affiliates, agents, third-party information providers or the FLX Service Providers involved in the delivery of the FLX Services or the delivery of products, services, or information over the FLX Website or any Solution, and their respective officers, employees, and directors, from and against any and all claims, liabilities, expenses, damages, losses, costs and expenses, including, without limitation, any costs associated with the enforcement of this Agreement and reasonable attorney's fees, resulting solely from any material violation by you of this Agreement or otherwise arising out of your use of the FLX Services in violation of this Agreement. The indemnification provisions of your Purchase Order, if applicable, shall be in addition to the indemnification provisions included in these Terms & Conditions.
FLX shall indemnify and hold harmless, and at your sole option shall defend, you, your affiliates, and their respective officers, directors, employees, representatives and agents, from and against any and all claims, losses, damages, liabilities, demands, costs, expenses, fees and penalties asserted by any third party that arise out of, are connected with or relate to any allegation that your access to or use of the FLX’s software or the Website or Solution in accordance with this Agreement violates or infringes any patent, trademark, trade secret, copyright or other intellectual property or similar rights.
Disclaimers; No Warranties
To the extent that the Member utilizes any Solutions offered by the FLX Service Providers, no User is authorized to act on behalf of FLX or the FLX Service Providers for any purpose. For the purposes of this Agreement “User” means licensed Member employees accessing or using the Solution via a unique username. FLX and the FLX Service Providers shall not be liable for any loss or damage that anyone incurs as a result of any activity that you or anyone else engage in on or through the Website, Services or Solution, except as set forth herein.
FLX AND THE FLX SERVICE PROVIDERS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, ACCURACY OF MATERIALS, OR THE NON-EXISTENCE OF ERRORS. THE SERVICES AND SOLUTIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS ONLY. FLX RESERVES THE RIGHT, IN ITS SOLE DISCRETION, WITHOUT ANY PENALTY OR OBLIGATION AND WITHOUT ANY NOTICE REQUIREMENT, TO DISCONTINUE, CHANGE, IMPROVE, OR CORRECT THE INFORMATION, ALGORITHMS, FORMULAS, CALCULATIONS, DESIGNS, AND DESCRIPTIONS PROVIDED IN THE MATERIALS, AND TO SUSPEND OR DENY ACCESS TO MEMBER FOR SCHEDULED OR UNSCHEDULED MAINTENANCE, UPGRADES, IMPROVEMENTS OR CORRECTIONS. SERVICES AND SOLUTIONS ARE PUBLISHED AS OF ITS DATE ONLY, AND FLX HAS NO RESPONSIBILITY TO UPDATE OR AMEND ANY SUCH INFORMATION (WHETHER OR NOT MATERIAL EVENTS OCCUR RELATING TO MARKET CHANGES, FINANCIAL UPDATES, NEWS EVENTS, OR ANY OTHER EVENT WHICH MAY IMPACT THE MATERIALS AND THE INFORMATION FOUND THEREIN).
FLX DOES NOT PROVIDE FINANCIAL OR INVESTMENT ADVICE, AND THE MATERIALS SHOULD NOT BE RELIED UPON AS SUCH. FLX IS NOT A LICENSED FINANCIAL OR INVESTMENT ADVISOR. ALL SERVICES SHOULD BE USED WITH THE SUPERVISION OF A LICENSED FINANCIAL OR INVESTMENT PROFESSIONAL THAT IS ABLE TO UNDERSTAND THE RISKS INVOLVED IN USING THE SERVICES TO MAKE INVESTMENT DECISIONS.
MEMBER EXPRESSLY ACKNOWLEDGES THAT FLX AND THE FLX SERVICE PROVIDERS ARE PROVIDING THE SERVICES PURSUANT TO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THIS AGREEMENT. MEMBER EXPRESSLY AGREES THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN SHALL SURVIVE AND CONTINUE TO APPLY IN THE CASE OF A FUNDAMENTAL BREACH OR BREACHES OF, THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY OR THE TERMINATION OR SUSPENSION BY FLX OR FLX SERVICE PROVIDERS OF MEMBER’S USE OF, OR ACCESS TO, THE SERVICES OR SOLUTIONS.
Limitation of Liability
EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT, INDEMNIFICATION OBLIGATIONS, LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, IN NO CASE SHALL FLX, FLX SERVICE PROVIDERS, OR MEMBER BE LIABLE TO ANOTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM MEMBER’S USE OF THE SERVICE, THE CONTENT, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO MEMBER’S INTERACTIONS WITH FLX. IN NO CASE SHALL THE LIABILITY OF ANY PARTY, INCLUDING BY OR ON BEHALF OF ANY FLX SERVICE PROVIDER, EXCEED THE AMOUNT THAT WAS PAID TO FLX DURING THE PRIOR TWELVE (12) MONTH PERIOD FOR THE APPLICABLE SERVICES GIVING RISE TO ANY SUCH LIABILITY. NOTWITHSTANDING THE FOREGOING, NO SUCH LIMITATIONS SHALL APPLY IN THE CASE OF ANY POTENTIAL OR ACTUAL VIOLATIONS OF ANY SECURITIES RELATED RULES, REGULATIONS OR LAWS.
THE LIABILITIES LIMITED IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE, AND EVEN IF A PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION OR SUCH DAMAGES WERE FORESEEABLE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF ANY PARTY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
Severability
These Terms and Conditions, including the documents expressly incorporated by reference, constitute the entire agreement between you and FLX. If any provision of this Agreement is or becomes fully or partially invalid or unenforceable for any reason whatsoever or should be adjudged to violate any applicable law, this Agreement is to be considered divisible as to such provision and such provision, to the extent that it is invalid or unenforceable, is to be deemed deleted from this Agreement, and the remainder of this Agreement shall be valid and binding as if such provision were not included herein.
Attorneys' Fees
In the event that any party institutes any legal suit, action, or proceeding, including arbitration, against the other party arising out of or relating to this Agreement, the prevailing party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including reasonable attorneys' fees and expenses and court costs.
No Recommendation
The FLX Website and any Solutions provided on behalf of the FLX Service Providers are provided for informational purposes only and should not be construed to be a recommendation to buy or sell securities. Nothing on the FLX Services shall be considered a recommendation or solicitation to buy or an offer to sell a security to any person in any jurisdiction. Any investment decisions you may make on the basis of any information found through the FLX Services is your sole responsibility. FLX and the FLX Service Providers do not represent, warrant, endorse, or guarantee any advertised products or services, and the identification or listing of products, services, links, or other information through the FLX Services or any linked website does not constitute or imply any sponsorship, affiliation, or recommendation by FLX or the FLX Service Providers. You assume all responsibility and risk associated with your use of the through the FLX Services and the Internet generally.
Waiver
No waiver of any violation or non-performance of this Agreement shall be deemed to be a waiver of any subsequent violation or non-performance and any failure of FLX or a FLX Service Provider to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
Account Access
The Member will be responsible for managing the access of its Users to the FLX Services, including any Solutions from FLX Service Provider. In collaboration with the FLX Service Providers, FLX will train and educate its sales and client success teams to have working knowledge of the FLX Services and any Solutions offered to the Member, and FLX will be responsible for all customer support related inquiries.
Intellectual Property Rights
Ownership. All rights, title, and interest in and to the Website, Solution, or Service, including but not limited to their respective content, software, source code, databases, trademarks, service marks, trade names, logos, and all other intellectual property, are and shall remain the exclusive property of FLX, the FLX Service Providers, or their respective licensors, as the case may be.
Restrictions. Users shall not copy, modify, distribute, reproduce, reverse-engineer, decompile, disassemble, or create derivative works based on the Website, Solution, or Services, except to the limited extent that such restrictions are prohibited by applicable law.
Third-Party Beneficiaries
Except as set forth below, the parties do not confer any rights or remedies upon any person or entity other than the parties to this Agreement and their respective successors and permitted assigns. Notwithstanding the foregoing the parties hereby designate the FLX Service Providers as third-party beneficiaries of this Agreement having the right to enforce sections that include, but are not limited to the Acceptance of Terms, Term, Account Access, Ownership of Content, Intellectual Property Rights, Materials and User Content, No Recommendation, Disclaimers, Limitation of Liability, Indemnification, Privacy, Confidential Information, Waiver, Relationship of the Parties.
Notices and Amendments
Any notice or other communication to be given to us under this Agreement shall be in writing and shall take effect only when received by the other party. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
Contact
Please contact FLX at legal@flxnetworks.com if you have any questions.
Terms and Conditions Nov. 6, 2025 - April 1, 2025
Terms and Conditions April 1, 2025 - Dec. 12, 2024
Terms and Conditions prior to December 12, 2024