Terms of Service

Last Updated: March 20, 2025

By using the Services provided by FLUREE, PBC (“Company“), you (a “Customer” or “User“) agree to be bound by these Terms of service (these “Terms“). If you do not agree to any portion of these Terms, do not use the Services.

These Terms takes effect when you click “I accept” or similar button or check box presented to you as part of the sign-up process or when you first use the Services, whichever is earlier, and will remain in effect during the relevant Term or until terminated as specified in these Terms.

1. Use of the Services; License Grant

1.1 License. Company hereby grants to Customer, and Customer hereby accepts, a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Services during the Term (as defined below), solely for Customer’s internal business purposes, all in accordance with these Terms. Access to the Services will be granted online by remote means on a Software-as-a-Service (SaaS) basis.
1.2 Updates. These Terms apply to any update, upgrade, new version and/or additional features that may be released by the Company during the Term (subject to payment of additional fees, as applicable). If the foregoing includes a separate agreement, such terms will apply in addition to these Terms. Customer hereby agrees to install any updates that may be provided by the Company from time to time, and acknowledges that Customer’s failure to install said updates may affect the operation of the Services. Customer hereby waives any claims towards the Company based on or related to Customer’s failure to implement such updates in accordance with the Company’s instructions.

2. Maintenance and Support

The Company will provide to Customer support and maintenances services with respect to the Services, in accordance with the standard service levels provided to its general customers. Unless otherwise provided in writing by the Company, (a) Customer will be notified of planned downtimes events for maintenance, at least seven (7) calendar days prior to the event. Reasonable efforts will be made to limit the effect of such maintenance on the Services; and (b) unplanned emergency maintenance will be performed as soon as is practical, and reasonable efforts would be made to notify the Customer of such activities. In both events, reasonable efforts will be made to limit the effect of such maintenance on the Services.

3. Fees; Payment Terms

3.1 Customer will pay Company the applicable fees for the Services (the “Fees“) in accordance with the plan selected by Customer (except for any free plans made available). All fees and expenses are due in advance prior to use of the Services.
3.2 If Customer has spent all available usage credits under the plan selected, Customer may purchase additional usage credits.
3.3 All fees and other amounts paid by the Customer to the Company under these Terms are non-refundable. Any amount not paid when due shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law. All amounts payable under these Terms are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties. All taxes, withholdings and duties of any kind payable with respect to Customer’s use of the Services under these Terms, other than taxes based on Company’s net income, shall be borne and paid by Customer.

4. Account

An account will be created in connection with Customer’s use of the Services (the “Account“), to be accessed and/or used solely by a designated User. Customer hereby acknowledges and agrees: (i) to keep the Account login details and passwords secured at all times, and otherwise comply with these Terms; (ii) to remain solely responsible and liable for the activity that occurs in the Account; and (iii) to promptly notify Company in writing if Customer becomes aware of any unauthorized access or use of the Account.

5. Prohibited Uses

Customer may only access the Services via the Account. Except as expressly permitted herein, without the prior written consent of Company, Customer must not, and shall not allow any User or any other third party to, directly or indirectly:

5.1 modify, incorporate into or with other software, or create a derivative work of any part of the Services;
5.2 sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer’s rights under these Terms with or to anyone else;
5.3 copy, distribute or reproduce the Services for the benefit of third parties;
5.4 disclose the results of any testing or benchmarking of the Services to any third party, or use such results for Customer’s own competing software development activities or use the Services in order to build or support products or services which are competitive to the Services;
5.5 modify, disassemble, decompile, reverse engineer, revise or enhance the Services or attempt to discover the Services’ source code or algorithms;
5.6 use the Services in a manner that violates or infringes any rights of any third party, including but not limited to, right of privacy, proprietary rights or intellectual property rights of any third parties including without limitation copyright, trademarks, designs, patents and trade secrets;
5.7 remove or otherwise modify any of the Company’s trademarks, logos, copyrights, notices or other proprietary notices, if any, fixed, incorporated, included or attached to the Services;
5.8 use the Services for any purpose other than for the purpose for which the Services is designated for or other than in compliance with the terms of these Terms;
5.9 circumvent, disable or otherwise interfere with security-related features of the Services or features that enforce limitations on the use of the Services;
5.10 use any automated means to access the Services;
5.11 integrate the Services (or any part thereof) into Customer’s hardware or systems other than as instructed by the Company;
5.12 ship, transfer, or export the Services into any country, or make available or use the Services in any manner, prohibited by applicable laws (including without limitation export control laws, as applicable);
5.13 violate or abuse log-in and/or password protections governing access to the Services;
5.14 allow any third party other than the Permitted Users to use the Services;
5.15 access, store, distribute, or transmit during the course of its use of the Services any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system), or unlawful, threatening, obscene or infringing material; or
5.16 use the Services in any other unlawful manner.

6. Customer Data

6.1 Customer Data. The operation of the Services and the provision of the Services require the Company to monitor, analyze and process certain Customer data, including without limitation any data that is provided by or made available by the Customer to the Company (the “Customer Data“).
6.2 Processing of Customer Data. The Intellectual Property Rights (as such term is defined below) and all other right, title and interest of any nature in and to the Customer Data, which may be stored on the Company’s database, are and shall remain the exclusive property of Customer and its licensors. Customer hereby grants Company a non-revocable, non-exclusive, assignable, sub-licensable, royalty-free and fully paid-up license to use the Customer Data to provide the Services. For the avoidance of doubt, the Company shall not be responsible for any failure or delay that is attributable to Customer’s late delivery of the Customer Data. Except as set forth herein, nothing in these Terms shall be construed as transferring any right, title or interests in the Customer Data to the Company or any third party.
6.3 Anonymous Non-Identifiable Analytics. The Company may collect, disclose, publish and use in any other manner anonymous information which is derived from the use of the Services and/or the Customer Data (i.e., non-identifiable information, aggregated and analytics information) that it does not identify an individual person (collectively, “Analytics“), in order to provide and improve the Company’s Services, for R&D purposes and for any other legitimate business purpose. The Company is and shall remain the sole owner of the Analytics.

7. Customer Warranties

Customer represents and warrants that: (i) it will use the Services in compliance with any applicable laws, including without limitation privacy protection laws; (ii) it obtained all approvals, consents, authorizations, permits or licenses required for the use, monitoring, processing, analyzing, storing and transferring of the Customer Data by the Company (or on its behalf) for the purpose of providing the Services; (iii) it obtained all applicable governmental permits or certifications which may be required for the use of the Customer Data by the Company for the purpose of providing the Services; and (iv) it will not transfer or make available to the Company any personally identifiable information.

8. Mutual Warranties

Each Party represents and warrants (a) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and (b) that the execution and performance of these Terms will not conflict with any obligations it has towards third parties, or violate any provision of any applicable law.

9. Intellectual Property

9.1 Ownership. All right, title, and interest, including any Intellectual Property Rights evidenced by or embodied in, attached, connected, and/or related to the Services and any and all derivative works, improvements, enhancements, updated and upgrades thereof or thereto are and shall remain owned solely by the Company. These Terms does not convey to Customer any interest in or to the Services but only, as aforesaid, a limited revocable right to use the Services, in accordance with the terms of these Terms, and nothing herein constitutes a waiver of the Company’s Intellectual Property Rights under any law. “Intellectual Property Rights” means: (i) patents and patent applications throughout the world, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing, all whether or not registered or capable of being registered; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; (vi) any rights in source code, object code, mask works, databases, algorithms, formulae and processes; and (vii) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world.
9.2 Feedback. If Customer contacts Company with feedback data (e.g., questions, comments, suggestions or the like) regarding the Services (“Feedback“), such Feedback shall be deemed non-confidential, and the Company shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate such Feedback into the Services or other current or future products or services of the Company (without the Customer’s approval and without further compensation to the Customer).

10. Third-Party Components

The Services are based on software developed and owned by the Company, and/or its licensors, and may use or include third party software, files and components that are subject to open source and third party license terms. A list of third-party components that their licenses require certain notification is available in the Services, which may be updated from time to time (“Third Party Components“). Customer’s right to use such Third Party Components as part of, or in connection with, the Services is subject to any applicable acknowledgements and license terms attached to such Third Party Components contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third-Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. Customer hereby agrees to such terms associated with the Third Party Components. Under no circumstances shall the Services or any portion thereof (except for the Third-Party Components contained therein) be deemed “open source” or “publicly available” software.

11. Confidentiality

11.1 If a party (the “Receiving Party“) obtains access to Confidential Information of the other party (the “Disclosing Party“) in connection with the Services, in any form or media, including (without limitation) confidential trade secrets or any information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information“), the Receiving Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the Disclosing Party’s Confidential Information from disclosure to a third party. The Receiving Party shall not use or disclose the Confidential Information of the Disclosing Party except as expressly permitted under these Terms. For the avoidance of doubt, the Receiving Party may disclose the Disclosing Party’s Confidential Information to its officers, employees, services providers or advisors solely on a “need to know” basis, and provided that they are bound by similar nondisclosure obligations as those of these Terms. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the Disclosing Party.
11.2 Any particular information of the Disclosing Party shall not be considered Confidential Information if it: (a) was previously rightfully known by the Receiving Party free of any obligation to keep it confidential; (b) is or becomes publicly known through no wrongful act of the Receiving Party; (c) is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party; or (d) is subject to disclosure pursuant to a subpoena, judicial or governmental requirement, or order, provided that the Receiving Party has given the Disclosing Party sufficient prior notice of such subpoena, requirement, or order, to permit the Disclosing Party a reasonable opportunity to object to the subpoena, requirement, or order and to allow the Disclosing Party the opportunity to seek a protective order or other appropriate remedy.
11.3 Nothing contained herein will prevent the Receiving Party from complying with applicable law, regulation or court order, provided that prior to any required disclosure in accordance with applicable law, regulation or court order, notice will be provided to the Discloser as soon as possible, but in no event less than five (5) days before disclosure of such information. The Receiving Party shall disclose only such information as is required by such law, regulation or court order and shall use commercially reasonable efforts to obtain confidential treatment for such Confidential Information from such court, regulatory agency or other governmental body.

12. Publicity

Customer agrees that Company may identify Customer as a user of the Services and use Customer’s trademark and/or logo (i) in sales presentations, promotional/marketing materials, and press releases, and (ii) in order to develop a brief customer profile for use by Company on Company’s website or social media accounts for promotional purposes.

13. Limited Warranties

13.1 As the Customer’s sole and exclusive remedy and the Company’s sole liability for breach of this warranty, the Company shall repair the Services. The foregoing warranties shall not apply if the failure of the Services results from or is otherwise attributable to: (i) repair, maintenance or modification of the Services by persons other than the Company or its authorized agent; (ii) accident, negligence, abuse or misuse of the Services; (iii) use of the Services other than in accordance with these Terms; (iv) the combination of the Services with equipment or software not authorized or provided by the Company; (v) any downtime, defect or error caused by or attributable to any third party software, technology or system that is beyond the control of the Company, or (vi) during any evaluation or testing period.
13.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING ANY REPORTS GENERATED IN OR VIA THE SERVICES) AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS. IN ADDITION TO OTHER DISCLAIMERS CONTAINED IN THESE TERMS, THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL INCREASE THE CUSTOMER’S REVENUES OR MEET CUSTOMER’S REQUIREMENTS, THAT THE SERVICES’ OPERATION AND THE SERVICES WILL BE SECURED AT ALL TIMES, UNINTERRUPTED, ERROR-FREE, FALSE-POSITIVES FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER SOFTWARE LIMITATIONS. WITHOUT DEROGATING FROM THE FOREGOING, COMPANY SHALL NOT BE RESPONSIBLE FOR CUSTOMER’S DETERMINATION WHETHER TO ACT ON THE BASIS OF ANY REPORTS AND FOR ANY OUTCOMES OF SUCH DECISION.
13.3 TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
13.4 COMPANY SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATIONS OF THE CUSTOMER DATA, TO THE EXTENT THAT SUCH ACCESS OR ALTERATION IS NOT DUE TO COMPANY’S WILLFUL MISCONDUCT.

14. Limitation of Liability

14.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ITS LICENSORS, SUPPLIERS, AFFILIATES, DISTRIBUTORS AND RESELLERS SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA), SUFFERED BY ANY PERSON, ARISING FROM, RELATED TO, AND/OR CONNECTED TO, ANY USE OF OR INABILITY TO USE THE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, THE COMPANY’S, ITS LICENSORS’, SUPPLIERS’, AFFILIATES’ DISTRIBUTORS’ AND/OR RESELLERS’ TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH THE CUSTOMER’S USE OR INABILITY TO USE THE SERVICES SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO COMPANY UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

15. Company’s Indemnification

15.1 Company acknowledges and agrees to defend, at its expense, any third party action or suit brought against the Customer alleging that the Services infringes intellectual property rights held by any third party (“IP Infringement Claim“), and the Company will pay any damages awarded in final judgment against the Customer that are attributable to any such claim, suit or proceeding; provided that (i) the Customer notifies the Company promptly in writing of such claim; and (ii) the Customer grants the Company authority to handle the defense or settlement of any such claim, suit or proceeding and provides the Company with all reasonable information and assistance, at Company’s expense. The Company will not be bound by any settlement that the Customer enters into without the Company’s prior written consent.
15.2 If the Services become, or in the Company’s opinion is likely to become, the subject of an IP Infringement Claim, then the Company may, at its sole option and expense (a) procure for the Customer the right to continue using the Services; (b) replace or modify the Services to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot accomplished despite the Company’s reasonable efforts, then the Company may discontinue providing the Services (and related Services) and provide the Customer a prorated refund based on the remainder of the applicable Services subscription (license) term.
15.3 Notwithstanding the foregoing, the Company shall have no responsibility for any IP Infringement Claim resulting from or based on: (i) modifications to the Services made by any party other than the Company or its designee; (ii) the Customer’s failure to use updated or modified versions or patches provided by the Company specifically to avoid such infringement; or (iii) the combination or use of the Services with equipment, devices or software not supplied or authorized by the Company, or not in accordance with the Company’s instructions.
15.4 THE FOREGOING TERMS STATE THE COMPANY’S SOLE AND EXCLUSIVE LIABILITY AND THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION.

16. Customer’s Indemnification

The Customer agrees to defend, indemnify and hold harmless the Company, its officers, directors, employees, agents and resellers, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) the Customer’s unauthorized use of the Services; (ii) the Customer’s breach of its warranties, obligations and undertakings under these Terms; (iii) a third party claim, suit or proceeding alleging that the use of the Customer Data within the scope of these Terms infringes, or may infringe, any privacy right of a third party; and/or (iv) a third party claim, suit or proceeding alleging that the Company is the employer of or supplier of work to, any service provider or contractor engaged by the Customer as a result of or in connection with the Services.

17. Term and Termination

17.1 These Terms shall be effective upon your acceptance and shall remain in full force and effect until terminated as provided herein (the “Term“).
17.2 Company may terminate the provision of the Services to Customer upon written notice.
17.3 Either Party may terminate these Terms with immediate effect if the other Party materially breaches these Terms and such breach remains uncured thirty (30) days after having received written notice thereof; except that the curing period for non-payment shall be ten (10) days following said notice.
17.4 In the event that either Party becomes liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily, or shall take any action to be so declared, the other Party shall have the right to immediately terminate these Terms.
17.5 Upon termination or expiration of these Terms: (i) Company will cease from providing the Services hereunder, the licenses granted to Customer hereunder shall expire, and Customer shall discontinue all further use of the Services; (ii) Customer shall immediately permanently delete all copies of the Services in Customer’s possession or control, if applicable; and (iii) any sums paid by the Customer until the date of termination are non-refundable, and Customer shall not be relieved of its duty to pay in full all due sums owed by Customer to Company as of the date of termination or expiration hereof, which sums shall become immediately due and payable. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive.

18. Force Majeure

Neither party shall have any liability or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party including, without limitation, any of the following: power failure, act of God, governmental act, war, fire, flood, explosion, or civil commotion. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If an event of force majeure occurs and lasts for more than 90 days either party may give written notice to the other to terminate this Agreement and neither party will have any liability to the other except that Customer will remain liable for any unpaid Fees for services already rendered.

19. Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms, including the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services (collectively, “Disputes“), shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted before a single arbitrator and take place in Winston-Salem, North Carolina, unless otherwise agreed by the parties. The arbitration shall be conducted in the English language. The arbitrator shall have the exclusive authority to resolve any disputes regarding the enforceability or interpretation of this arbitration provision, including any claim that all or part of this Agreement is void or voidable.

Each party shall bear its own costs and expenses arising out of the arbitration, and the costs of the arbitrator and the arbitration proceeding shall be shared equally by the parties, unless the arbitrator determines otherwise. The arbitrator’s decision shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights.

20. Miscellaneous

These Terms represent the entire agreement concerning the subject matter hereof and may be amended only by a written agreement executed by both Parties. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision hereunder is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Neither Party may assign its rights or obligations under these Terms without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign these Terms without the consent of the other in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets related to these Terms or similar transaction. These Terms shall be governed by and construed under the laws of the State of North Carolina, without reference to principles and laws relating to the conflict of laws. The competent federal or state courts located in Forsyth County, North Carolina shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to these Terms. These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. The Company reserves the right to modify or update these Terms at any time. If any changes are made, the Company will notify users by posting the updated Agreement on its website and updating the “Last Updated” date at the top of this page. Continued use of the Services after such modifications constitutes acceptance of the revised terms. If a user does not agree to the updated terms, they must discontinue use of the Services.

How to Contact Us

Please direct any questions or comments about these Terms of Service to https://flur.ee/company/contact-us/. You may also write to us via postal mail at:

Fluree, P.B.C.
486 Patterson Avenue, Suite 221
Winston Salem, North Carolina 27101