Terms of Use

Last updated November 23, 2022

These Terms of Use (“TOU“) together with any Order Forms, the Services Privacy Policy, the DPA and any other exhibits, appendixes, or schedules attached thereto (collectively, the “Agreement“) set forth the terms under which you (our customers) may access and use the Services.

By submitting any Order Form, clicking your acceptance to the TOU or Agreement, or by using the Services or the Codes you signify that you have read and agree to be bound by the terms and conditions of the Agreement and that you have the full authority to enter into and bind the Customer to the Agreement.

Flexly Offers Limited may modify the Agreement from time to time as described herein. Your continued use of the Services following such modifications shall constitute your consent to the modified Agreement.

You may not use or access the Services if you are a direct competitor of Flexly Offers Limited unless explicitly agreed by Flexly Offers Limited in writing. Furthermore, you may not use or access the Services for benchmarking or any other competitive purpose.

If you do not agree to all of the terms of the Agreement then you may not use the Services.

  • Definitions

    Capitalized terms not otherwise defined in the Agreement shall have the meaning specified in this Section 1.

    1. “Affiliate” shall mean an entity that, directly or indirectly, controls, is controlled by, or is under common control with a party to this Agreement, where control means the power to direct the affairs or management of such entity, whether through the ownership of at least 51% (fifty-one percent) of the voting securities, by contract, as trustee or executor.
    2. “Services Privacy Policy” means the privacy policy describing Flexly Offers Limited’s privacy practices in relation to data collected through your use of the Service as available at: privacy policy
    3. “Flexly Offers Limited” means the entity as set forth in Section 16.
    4. “Anonymous Aggregated Data” means data that is derived from the combination of End User Data with other data so that its results are aggregated and anonymized in such a manner that it is not identifiable in any way to any person or entity (including Customer).
    5. “Codes” means any tags, SDKs, APIs, JavaScript, pixels, attribution or redirect links, cookies or other technology used or made available by Flexly Offers Limited to Customer to support the provision of the Services by Flexly Offers Limited, including any updates thereto.
    6. “Collection Technologies” means such Codes or similar data collection technologies that are used to collect End User Data by Flexly Offers Limited.
    7. “Customer Data” means the End User Data and Registration Information.
    8. “Documentation” means implementation manuals and other policies and instructions relating to the use and operation of the Code and Services made available by Flexly Offers Limited.
    9. “End User(s)” means such end users who have interacted with, or viewed, your advertising and marketing materials, or who use or have used your Applications, websites, products and/or services.
    10. “End User Data” means such data concerning the characteristics and activities of End Users, such as technical information about End User devices (e.g. type, model, OS, language), technical identifiers (e.g. advertising ID’s, IP address, device ID’s), and engagement information (e.g. advertisements clicked and viewed, in app events and purchases), all as further described in the Services Privacy Policy.
    11. “Order Form” means any insertion order, order form or similar document (whether provided through an online form or offline format) specifying the Subscription Package and/or the applicable subscription terms, including ordered Services, subscription period, fees, purchased features and quantity limits.
    12. “Restricted Data” means: (i) name and contact details (e.g. address, phone numbers); (ii) financial information (e.g. bank account numbers, credit/debit card information, or any information regulated under the Gramm–Leach–Bliley Act ); (iii) any health information (including information regulated under the Health Insurance Portability and Accountability Act); (iv) government IDs (e.g. driver’s license, passport, national ID, social security, TIN or EIN numbers); (v) any information regarding children (i.e. under the age of 16 (sixteen) or as otherwise defined by applicable children protection laws (“Children”)), including the Children’s Online Privacy Protect Act) including any End User Data related to Children, unless appropriate parental consent has been provided; (vi) any information defined as ‘Special Categories of Data’ under Article 9 of the GDPR (e.g. biometric or genetic data, information about ones religious beliefs, race, sex life or orientation); and (vii) any personally identifiable information other than End User Data that is afforded protection under specific regulation or laws.
    13. “Report” means the various attribution and analysis reports of End User Data generated through the Service.
    14. “Service(s)” means the services provided by Flexly Offers Limited, including through its platform available on www.flexlyoffers.com or any other Website operated by Flexly Offers Limited.
    15. “Subscription Package” means the specific Services to which you have subscribed and their corresponding fees and package features, including without limitation, support terms and quantity limits provided by Flexly Offers Limited for the specified subscription package term, all as further described in an Order Form.
    16. “Customer“, “you”, and “your” means the entity specified in the Order Form that is procuring the Services.
  • Order Form and Account Registration
    1. Flexly Offers Limited shall provide Services to you as set forth in an Order Form. An Order Form shall become effective only upon its execution by an authorized signatory of both parties.
    2. In order to access and use the Services, you may need to register an account. Any information provided during such registration must be current, complete and accurate (“Registration Information“). You must ensure Registration Information is up to date at all times. You will at all times be responsible for maintaining the security of your account credentials and shall take all necessary steps to protect your account credentials from disclosure. You agree to notify Flexly Offers Limited immediately upon learning of any unauthorized use of your account or any other breach of security of your account.
  • Access and Use Rights
    1. Subject to your payment of all due fees, Flexly Offers Limited grants you a limited, non-transferable, non-exclusive, right to: (i) access and use the Services pursuant to the terms of this Agreement; and (ii) integrate the Codes into Customer (or where applicable, Agency Clients) websites, advertisements and such number of Customer’s mobile applications specified in an Order Form (“Applications“) in accordance with the Documentation and solely for Customer’s internal business needs.
    2. You agree that you will not, nor will you allow any third party to: (i) reverse engineer or otherwise attempt to discover the underlying code of the Services; (ii) copy, modify, adapt, translate or otherwise create derivative works of the Codes or Services; (iii) rent, lease, sell, assign, or otherwise transfer rights in the Codes or Services to any third party; (iv) remove any proprietary notices or bypass any security measures of Flexly Offers Limited with respect to the Services; (vi) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material that violates third party privacy rights; (vii) send material containing software viruses, worms, trojan horses, or other harmful computer code, files, scripts, agents, or programs; (viii) (f) use the Services or any part thereof in any manner that violates any applicable laws regarding unsolicited commercial communications, including without limitation, the CAN-SPAM Act, 2003; or (ix) use the Services in a manner that is not compliant with all applicable laws, rules or regulations and within the scope of the limited rights granted hereunder.
  • Confidentiality
    1. Either party (a “Disclosing Party“) may disclose to the other party (a “Receiving Party“) certain confidential information regarding its technology and business (“Confidential Information“). Flexly Offers Limited’s Confidential Information includes, without limitation, the pricing of this Agreement. Subject to the terms and conditions of this Agreement, the Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except to support its use or provision of the Services. Confidential Information shall not include information that Receiving Party can show: (a) was already lawfully known to, or independently developed by, Receiving Party without access to or use of Confidential Information; (b) was received by Receiving Party from any third party without restrictions; (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, regulation or is requested in the context of a law enforcement investigation, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperates in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its Affiliates, employees, agents, consultants and subcontractors who have a reasonable need to know such information and who are bound by written confidentiality obligations no less restrictive than those set out herein. Customers will not disclose any information regarding the results of any testing or evaluation of the Services to any third party without Flexly Offers Limited’s prior written consent. The non-disclosure and non-use obligations set forth in this Section 4 shall survive the termination or expiration of this Agreement for a period of 5 (five) years.
  • Data and Privacy
    1. You retain full ownership of your Customer Data. You hereby allow Flexly Offers Limited to collect, store, use and process Customer Data as set forth in the Agreement (including, specifically as described in the Services Privacy Policy).
    2. Flexly Offers Limited strictly prohibits you from using the Services to collect or otherwise enable the collection of any Restricted Data. You hereby warrant that you shall not configure the Codes or Services to collect any Restricted Data through the Services. Additionally, you agree that when it is known to you or when you should reasonably be aware that End User Data may be collected from Children, you shall configure the Codes and Services appropriately to ensure compliance with applicable children data protection and privacy laws (including the Children’s Online Privacy Protection Act) – for example, by implementing an opt out from data collection when parental consent required by law is not obtained by you.
    3. You are solely responsible for the correct implementation and configuration of the Codes and Services under applicable privacy or data protection laws. You will ensure that you have a lawful basis and/or right to collect and share such Customer Data as described in this Agreement. Without derogating from the generality of the foregoing, you shall: (A) provide appropriate notice to End Users which at a minimum: (i) complies with any applicable law or regulation; (ii) provides End Users with accurate disclosure of your privacy practices, including in relation to your use of third party services such as Flexly Offers Limited, the type of information collected when using the Services, and how End User Data may be used by you and third parties (including Flexly Offers Limited); and (B) obtain, where required by law, appropriate rights and/or consents: (i) to collect and use the End User Data and enable the collection, use and processing of End User Data by Flexly Offers Limited pursuant to the terms of the Agreement (including specifically the Services Privacy Policy); and (ii) to place Collection Technologies (including by Flexly Offers Limited) on the browsers or devices of End Users. You acknowledge that Flexly Offers Limited has no direct relationship or interface with End Users and that its ability to comply with certain data protection and privacy laws related to its use of Collection Technologies or End User Data is dependent on your compliance with the terms of this Section 5, including your notice and consent obligations specified in this subsection (c). Without limiting any remedies available to Flexly Offers Limited under this Agreement or applicable law, Flexly Offers Limited reserves the right to suspend performance of the Services if it reasonably deems that Customer has not provided appropriate notice or obtained appropriate consent as required under this section. You shall indemnify, hold harmless and defend Flexly Offers Limited, at your expense, from any and all third-party claims, actions, proceedings, and suits brought against Flexly Offers Limited or any of its officers, directors, employees, agents or Affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, court costs, reasonable attorneys’ fees and other litigation expenses) incurred by Flexly Offers Limited or any of its officers, directors, employees, agents or Affiliates, arising out of your breach of this Section 5, including your failure to provide appropriate notice or obtain appropriate consent in connection with your and/or Flexly Offers Limited’s use and processing of data as provided under this Agreement.
    4. If any End User Data collected through your use of the Service is deemed Personal Data as defined in the Flexly Offers Limited Data Processing Addendum (“DPA”), then the terms and conditions set forth in the DPA shall apply to the use and processing of such Personal Data and shall be incorporated by reference into, and made an integral part of, this Agreement.
    5. To the extent any Customer Data is deemed Personal Information (as such term is defined under the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. (the “CCPA”)) and is subject to the CCPA, the parties agree that: (i) Flexly Offers Limited shall be deemed a “Service Provider” and shall not be deemed “Selling”, both as terms are defined under the CCPA; (ii) Flexly Offers Limited shall only use and process Personal Information obtained from your use of the Services (“Customer PI”) on your behalf and solely pursuant to the terms set forth in this Agreement; (iii) Flexly Offers Limited shall not retain, use, or disclose Customer PI for any purpose other than for the specific purpose of performing the Services or as otherwise expressly permitted under the Agreement; (iii) Flexly Offers Limited shall not sell, rent, disclose, release, transfer, make available or otherwise communicate, Customer PI to a third party in exchange for any monetary or other valuable consideration, except as required to provide the Services or as otherwise expressly permitted under the Agreement; (iv) Flexly Offers Limited shall assist you to fulfill your obligations under the CCPA and to respond to requests from data subjects exercising their rights under the CCPA (e.g. deletion, access), all in accordance with the CCPA requirements; and (v) Flexly Offers Limited certifies that it understands the foregoing restrictions.
  • Billing
    1. You shall be required to pay Flexly Offers Limited all Subscription Package fees set forth in an Order Form. Unless different payment terms are specified in an Order Form, any amounts due shall be payable within 10 (ten) days of Flexly Offers Limited’s issuance of the applicable invoice. Any Subscription Package fees unpaid by you by the due date shall thereafter bear interest at the rate of twelve percent (12%) per annum (or the maximum amount permitted by applicable law, whichever is less), during the period between the date the payment first becomes due and the date such amount is actually paid. Without derogating from any other remedies available to Flexly Offers Limited under this Agreement or by law, if you have any outstanding debts in connection with any Services provided by Flexly Offers Limited under any current or past Order Form, then, without affecting any of your payment obligations under the Agreement (including, any payment obligations under an Order Form) and without limiting any other rights that may be available to Flexly Offers Limited under the Agreement, Flexly Offers Limited shall have the right to suspend or cease performance of the Services until such debt is paid. All amounts owed to Flexly Offers Limited are non-cancellable and fees paid are non-refundable, except as explicitly otherwise stated in the Agreement.
    2. Flexly Offers Limited may use various billing service providers. When using such a provider's services, you agree to be subject to, and to comply with, the terms and policies of such provider. Flexly Offers Limited shall not be liable and/or responsible for any acts or omissions of such billing providers.
    3. All fees payable hereunder, do not include any local, state, or federal sales, use, excise, personal property, VAT or other similar taxes or duties, including, without limitation, any withholding tax, and any such taxes, to the extent legally applicable, shall be borne and paid by you. For the avoidance of doubt, you shall not be responsible for any payment of taxes based on Flexly Offers Limited’s net income.
  • Indemnification
    1. You agree to indemnify, hold harmless and defend Flexly Offers Limited, at your expense, from any and all third-party claims, actions, proceedings, and suits brought against Flexly Offers Limited or any of its officers, directors, employees, agents or Affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, court costs, reasonable attorneys’ fees and other litigation expenses) incurred by Flexly Offers Limited or any of its officers, directors, employees, agents or Affiliates, arising out of, or relating to: (i) your breach of any terms of the Agreement; or (ii) your implementation and use of the Services in violation of applicable laws, rules or regulations.
    2. Flexly Offers Limited agrees to indemnify, hold harmless and defend you, at its expense, from any and all third-party claims, actions, proceedings, and suits brought against you or any of your officers, directors, employees, agents or Affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, court costs, reasonable attorneys’ fees and other litigation expenses) incurred by you or any of your officers, directors, employees, agents or Affiliates, arising out of, or relating to, a claim that the Codes and/or Services infringe the intellectual property rights of a third party. Notwithstanding the foregoing, Flexly Offers Limited shall have no responsibility or liability for any claim to the extent resulting from, or arising out of: (a) use of the Codes or Services not in compliance with the Agreement, the Documentation or applicable law; (b) the combination of the Codes or Services with any other code, platform or services not provided by, or explicitly approved in writing, by Flexly Offers Limited; (c) the modification of any Codes or Services by any party other than Flexly Offers Limited or in any way not expressly permitted by the Documentation; or (d) the use of any Code that is not the most up-to-date Code as made available to you by Flexly Offers Limited.
    3. The obligations of either party to provide indemnification under this Agreement will be contingent upon the indemnified party: (i) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought (provided that the indemnified party’s failure to notify the indemnifying party will not diminish the indemnifying party’s obligations under this Section, except to the extent that the indemnifying party is materially prejudiced as a result of such failure); (ii) cooperating fully with the indemnifying party (at the indemnifying party’s expense); and (iii) allowing the indemnifying party to control the defense and settlement of such claim, provided that no settlement may be entered into without the consent of the indemnified party if such settlement would require any action on the part of the indemnified party other than to cease using any allegedly infringing or illegal content or services. Subject to the foregoing, an indemnified party will at all times have the option to participate in any matter or litigation through counsel of its own selection at its own expense.
  • Agencies and Partners
    1. If you are an agency or a party representing, or providing services for the benefit of, a third party (“Agency Client“), you represent and warrant that you are authorized to act on behalf of, and bind to this Agreement, that Agency Client (and upon our request shall provide evidence thereof). You further represent and warrant that such Agency Client has provided you with explicit permission to collect on its behalf and view Customer Data and that you shall use such Customer Data strictly in accordance with the permissions provided to you by such Agency Client and the terms of this Agreement. You shall ensure that each Agency Client agrees to the terms of this Agreement and agrees to abide by its terms, including without limitation, Section 5 (Privacy). You acknowledge and agree that: (i) Flexly Offers Limited makes no representations or warranties for the direct or indirect benefit of any Agency Client; and (ii) you will not make any representations or warranties to such Agency Client on behalf of Flexly Offers Limited. You shall take all measures necessary to disclaim any and all representations or warranties that may pertain to Flexly Offers Limited, the Services, or use thereof. You agree to indemnify, hold harmless and defend Flexly Offers Limited, from and against any claims or actions and any related liability arising out of or relating to: (a) any representations and warranties made by you concerning any aspect of the Services to an Agency Client; (b) any claims made by or on behalf of any Agency Client pertaining directly or indirectly to your use of the Services; and (c) any claims with respect to acts or omissions of an Agency Client in connection with the Services.
    2. The Services enable you to measure and analyze your marketing campaigns with certain third parties that you work with, such as advertising networks, publishers and analytics providers (“Partners“). For such purpose, you may, through your configuration of the Services, direct Flexly Offers Limited to share End User Data with, and receive data related to, End Users from Partners (“Shared Data“). Pursuant to the foregoing, you hereby grant Flexly Offers Limited the right to share Shared Data with Partners and to obtain and process Shared Data from Partners. Customer acknowledges and agrees that: (i) the sharing of such Shared Data between Flexly Offers Limited and Partners shall be enabled only to the extent supported by the Partner and Flexly Offers Limited; (ii) any use of Shared Data by a Partner shall be subject to your own agreements with Partner; (iii) Flexly Offers Limited shall have no liability or responsibility in connection with any actions or omissions by Partners; (iv) any use or processing of Shared Data may be subject to certain limitations and restrictions imposed by Partners including requirements by Partners to delete Shared Data they share with Flexly Offers Limited after a certain period of time; and (v) that you will indemnify, hold harmless and defend Flexly Offers Limited from and against any claims or actions or any related liabilities arising from your instructions to share Shared Data with a Partner. For the purpose of the Agreement (including the obligations under Section 5 hereunder) the term “End User Data” shall include Shared Data.
  • Warranties and Disclaimer of Warranties
    1. Each party represents and warrants that: (a) it is duly organized under applicable law and has sufficient authority to enter into this Agreement; (b) the person entering into this Agreement is authorized to sign this Agreement on behalf of such party; (c) the execution and performance under this Agreement does not conflict with any contractual obligations such party has to any third party; and (d) its services, materials and products do not, to the best of its knowledge, infringe the intellectual property rights of any third party. In addition, the Customer represents and warrants that it owns, or has all appropriate rights and/or licenses to, the Applications.
    2. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, THE SERVICES, DOCUMENTATION, CODES AND REPORTS ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY Flexly Offers Limited, EITHER EXPRESS, IMPLIED, OR STATUTORY INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. Flexly Offers Limited DOES NOT WARRANT THAT THE SERVICES, DOCUMENTATION, CODES AND/OR REPORTS WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
  • LIMITATION OF LIABILITY
    1. Flexly Offers Limited WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR FOR ANY LOST PROFITS OR LOSS OF REVENUE, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF Flexly Offers Limited HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, Flexly Offers Limited’S TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF, OR RELATING TO, THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICE IN THE 12 (TWELVE) MONTHS PRECEDING THE APPLICABLE CLAIM, IN THE AGGREGATE.
    2. SOME OF THE LIMITATIONS PROVIDED HEREIN MAY NOT BE ALLOWED UNDER THE LAWS OF CERTAIN JURISDICTIONS. IF ANY SUCH LAW IS DEEMED TO APPLY TO THE AGREEMENT THEN THE LIMITATIONS SET FORTH HEREIN SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER SUCH LAWS.
  • Flexly Offers Limited PROPERTIES.
    1. As between the parties, Flexly Offers Limited shall retain all right, title and interest in and to the Codes, Anonymous Aggregated Data and Services and all technology utilized by Flexly Offers Limited to provide the Services, including any and all patents, copyrights, trademarks, trade names, trade secrets and other intellectual property rights relating to, embodied by, or incorporated in any of the foregoing (the “Flexly Offers Limited Properties“) and including any updates, upgrades, enhancements, modifications or improvements made to, or derivatives of, the Flexly Offers Limited Properties. If Customer provides Flexly Offers Limited with any feedback regarding any Flexly Offers Limited Properties, Flexly Offers Limited may use all such feedback without restriction. Furthermore, Flexly Offers Limited may use Anonymous Aggregated Data for research and analytics purposes and improvement and marketing of the Services. Nothing herein shall be interpreted to provide Customer any rights in the Flexly Offers Limited Properties except the limited rights explicitly set forth herein.
  • Term and Termination
    1. The terms set forth in this TOU shall be in force for as long as an Order Form is in effect.
    2. At the end of the Subscription Package term specified in your Order Form, your Subscription Package under such Order Form will automatically renew pursuant to the same terms and conditions, unless otherwise explicitly stated in an Order Form or if either party provides the other with written notice 45 (forty-five) days prior to the end of the then applicable Subscription Package term. In the event any Order Form is executed by you for additional Services (an “Additional Order”) during any existing Subscription Package term or renewal Subscription Package Term, you agree that the Subscription Package term of such Additional Order shall be prorated to be in alignment with the existing Subscription Package term or renewal Subscription Package term so that the termination of all current and existing Subscription Package terms and all subsequent renewal Subscription Package terms shall coincide to take effect on the same date. Applicable fees shall be prorated in accordance with any pro-rated Subscription Package term or Renewal Subscription Package term. Notwithstanding the foregoing, except if otherwise specified in an Order Form: (i) the fees for each unit of pricing during any renewed Subscription Package term may be increased by up to 7% (seven percent) of the applicable fees in the immediately preceding Subscription Package term; and (ii) any free period provided during the expiring Subscription Package shall not apply to the renewed Subscription Package term.
    3. Each party may terminate the Agreement upon written notice if the other party is in material breach of the terms of the Agreement, and such breach is not cured within 30 (thirty) days from the receipt of written notice of such breach. Furthermore, Flexly Offers Limited shall have a right to immediately suspend the Services in the event of: (i) non-payment; (ii) any breach by you of Sections 3-5 of these TOU; or (iii) if required to avoid harm to Flexly Offers Limited or any third party.
    4. Upon any termination or expiration of the Agreement, Flexly Offers Limited will cease providing the Services to you, and you will delete all copies of the Codes from all webpages, advertisements and Applications under your control or your account. In the event of any termination: (a) you will not be entitled to any refund of any fees for Services not yet rendered through the date of termination (except where explicitly stated otherwise in an Order Form); and (b) any: (i) outstanding balance through the date of termination; and (ii) other unpaid payment obligations will be immediately due and payable in full. Any obligations of the parties that by their nature are intended to survive the termination or expiration of the Agreement, including the obligations of the parties in Sections 1, 4-7, 8(a), 9-11, 12(d), 14(b) and (c) and 15 of this TOU, shall survive any termination or expiration thereof.
  • Modification to These Terms of Service
    1. Flexly Offers Limited reserves the right to modify the terms of this TOU from time to time; provided that any such revised terms will only apply to an existing Subscription Package upon the earlier of: (i) the next renewal of such Subscription Package; or (ii) 30 (thirty) days from the date the notice of such change was posted on this page (or the Flexly Offers Limited website) or otherwise provided to you.
  • General Conditions
    1. Technical support may be provided to customers depending on the Subscription Package as defined in an Order Form. If the Order Form specifies Technical Support, Customer Support Management (“CSM“) or similar in general terms, it shall mean that Flexly Offers Limited will provide up to 5 hours of support per month under the Agreement, but does not guarantee that all problems will be solved or that any item will be error-free. Additionally, all such support shall be provided only during Flexly Offers Limited’s business hours or such other availability hours specified in an Order Form.
    2. Flexly Offers Limited may, from time to time, publish and make available to you certain updates to the Code. You agree to implement any such updates. Flexly Offers Limited shall have no liability for any damages that may result from your failure to implement such updates.
    3. You authorize Flexly Offers Limited to use your company name, logo or other applicable trademarks, at any time, for the purpose of referencing you as a customer on the Flexly Offers Limited Website or in other promotional marketing materials.
  • Miscellaneous, Applicable Law and Venue.
    1. Flexly Offers Limited shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control.
    2. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
    3. This Agreement shall be governed by and construed under the laws of the State of New York without reference to its conflict of law principles. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in New York, New York.
    4. Any notices to Flexly Offers Limited must be sent to: Flexly Offers Limited Legal Dept. 14 Maskit St. Herzliya, Israel, via first class or air mail or overnight courier, and are deemed given upon receipt. The failure of Flexly Offers Limited to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
    5. You may not assign or otherwise transfer any of your rights hereunder without Flexly Offers Limited’s prior written consent, and any such attempt is void. Flexly Offers Limited may freely assign its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.
  • Flexly Offers Limited Entity
    1. The Flexly Offers Limited entity with which you are contracting under this Agreement or any Order Form depends on where you are domiciled. Unless otherwise indicated in an Order Form: (i) if you are domiciled in the United States or Canada then you are contracting with Flexly Offers Limited Inc., located at 100 First St. San Francisco, CA, 94105; (ii) if you are domiciled in the United Kingdom, France, Indonesia, Malaysia, Pakistan, Bangladesh or South America (excluding Brazil) then you are contracting with Flexly Offers Limited UK Ltd., located at Medius House, 2 Sheraton St., Soho, London W1F 8FL, United Kingdom; and (iii) if you are domiciled in any country other than the countries mentioned in (i) and (ii) above, then you are contracting with Flexly Offers Limited Ltd., located at 14 Maskit St. Herzliya, Israel. It is further clarified that any Affiliate of Flexly Offers Limited may provide certain services to support the provision of Services under this Agreement, including billing and payment collection services.
  • ADDITIONAL TERMS FOR FREE SUBSCRIPTION PACKAGES AND ACCOUNTS.
    1. Flexly Offers Limited may offer, from time to time, a free Subscription Package with the intention of enabling you to use and evaluate the Services. Any use of Flexly Offers Limited’s Services under a free Subscription Package and account is subject to, and governed by, the terms of this Agreement and the following terms and conditions. Such free Subscription Package may not provide the full functionality of the Services as made available with the various paid Subscription Packages.
    2. You acknowledge and agree that Flexly Offers Limited shall have the full right and authority to cease providing the free Subscription Package to you, at any time, and for any and no reason whatsoever, and to make any modifications to, or remove, any features and functionalities of the Service, including, without limitation, limiting the amount of conversions, events, or other parameters available to you during any given period and/or ceasing to provide certain reports or any other functionality or features available through the Service. Flexly Offers Limited shall not be responsible, or liable to you or any third party, for any loss of data, including any reports, analysis or Customer Data resulting from such cessation or modification of the free Subscription Package. You are strictly prohibited from using more than one free Account. Furthermore, any technical support or account management shall be provided (if at all) in Flexly Offers Limited’s sole discretion.
    3. Notwithstanding anything to the contrary under this Agreement, you acknowledge that during your use of the free Subscription Package, Flexly Offers Limited disclaims all warranties and representations, express or implied and the free Subscription Package is provided “as-is”.
    4. Without derogating from Flexly Offers Limited’s termination rights pursuant to this Agreement, it is hereby clarified that if you have registered for a free Subscription Package and have not accessed the Services or performed any activity within the Services for a period of 90 days, Flexly Offers Limited may terminate your subscription, cease data collection and/or permanently remove your Account including, any Customer Data or other data associated with your Account with or without any prior notice to you and without any liability to Flexly Offers Limited.
  • ADDITIONAL TERMS FOR THE CREATIVE SERVICE

    The following terms and conditions shall also apply to Customers who have purchased and subscribed to Flexly Offers Limited’s creative measurement and optimization solution (the “Creative Service”). The Creative Service enables you to manage, measure, analyze, and optimize your Creative Content (as defined below) in relation to your advertising campaigns running on Partners’ platforms. Any reference to Services under the Agreement shall include the Creative Service.

    1. For you to receive the Creative Services, you shall upload and make available via the Creative Service your campaign and advertising creative, which includes, without limitation, images, texts, videos, music, logos, trademarks, active URLs and/or other content (the “Creative Content”). Pursuant to the foregoing, you hereby grants Flexly Offers Limited a non-exclusive, royalty-free, non-transferable, sub-licensable, irrevocable (except upon termination of the Agreement), worldwide license to upload, store, display, publish, publicly perform, reproduce, modify, create derivative works of, distribute, transfer, make available and otherwise use the Creative Content solely for and to the extent required to provide you with the Creative Services. Without derogating from the foregoing, Flexly Offers Limited confirms that it shall not make any changes, alterations, edits, or modifications to the Creative Content itself without your prior written consent. For the avoidance of doubt, the Creative Content shall be deemed your Confidential Information (provided that such Creative Content was not made public by you).
    2. You shall set up the integration with your account with the Partner through the Creative Service (the “Account(s)”) to access and download, and/or upload to the Account, the Creative Content. As such, you shall insert your login credentials to each of your Accounts via the Services dashboard. You hereby represent and warrant that you have all permissions, authority, licenses, and consents required to enable the Creative Services to access, download and/or upload Creative Content to the Account(s) for the purpose of providing you with the Creative Service.
    3. In addition to the representations and warranties under the Agreement, you represent and warrant that: (1) the Creative Content does not: (i) infringe the rights of a third party, including the intellectual property rights or privacy rights of a third party; (ii) contain any threatening, obscene, harassing, libelous, defamatory, pornographic, misrepresenting or illegal content, material or data; and (iii) harm the goodwill or reputation of either party, a third party or person or disparage or bring either party, a third party or person into disrepute; and (2) your use of the Creative Service shall comply with the applicable policies of Partners, including with respect to advertisements (as applicable and as may be updated from time to time), including, without limitation: (i) Facebook’s advertising policy, available at https://www.facebook.com/ad_guidelines.php, (ii) Facebook terms of use available at https://www.facebook.com/legal/terms (iii) the advertising policy of Google AdWords available at https://support.google.com/adwordspolicy/ (iv) Google AdWords terms of use available at https://billing.google.com/payments/termsandconditionsfinder (as applicable to your country). Flexly Offers Limited reserves the right, without liability, to immediately terminate this Addendum and cease providing you with the Creative Service if you breach any of the Partner’s terms.
    4. As between the Parties, all right, title and interest to the Creative Content and any and all intellectual property rights therein or related thereto, including any enhancements, modifications or improvements made thereto or derivatives thereof, belong and shall belong to you. Except for the license expressly granted by you to Flexly Offers Limited hereunder, nothing under the Addendum shall be construed as a grant to Flexly Offers Limited of any rights or licenses in and to the Creative Content. As between the Parties, the Creative Service (excluding the Creative Content) and any and all intellectual property rights therein or related thereto, including any and all updates, upgrades, enhancements, modifications or improvements made thereto, or derivatives thereof are owned and/or licensed to Flexly Offers Limited.
    5. You acknowledge and agree that Flexly Offers Limited may use third party service providers for storing and processing the Creative Content, all in furtherance of enabling Flexly Offers Limited to provide you with the Creative Services.