Terms of Service

1. Definitions

• "Platform" means the Flux Systems enterprise process orchestration platform, including all web applications, APIs, integration services, and related tools.
• "Services" means the Platform and any professional services, support, or consulting provided by Flux Systems.
• "Customer Data" means any data, content, or information uploaded, transmitted, or processed through the Platform by or on behalf of Customer.
• "Integration Partners" means third-party services connected through the Platform, including but not limited to QuickBooks Time, ADP Workforce Now, and other payroll, time-tracking, or HR systems.
• "Authorized Users" means individuals authorized by Customer to access and use the Services under Customer's account.

2. Account Registration and Access

2.1 Account Creation

To use the Services, you must create an account with accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

2.2 Authorized Users

Customer is responsible for ensuring that all Authorized Users comply with these Terms. Customer shall promptly notify Flux Systems of any unauthorized access or use of the Services.

2.3 Account Security

You agree to implement reasonable security measures, including but not limited to multi-factor authentication where available, to protect your account from unauthorized access.

3. Use of Services

3.1 Permitted Use

Subject to these Terms, Flux Systems grants you a non-exclusive, non-transferable, limited right to access and use the Services during the subscription term for your internal business purposes.

3.2 Restrictions

You shall not:

• Sublicense, sell, resell, transfer, or distribute the Services to any third party, except through authorized white-label or reseller programs
• Modify, adapt, or create derivative works based on the Services
• Reverse engineer, decompile, or disassemble the Services
• Access the Services to build a competitive product or service
• Use the Services in violation of any applicable law or regulation
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to gain unauthorized access to the Services or related systems

3.3 Usage Limits

The Services may be subject to usage limits as specified in your subscription plan. If you exceed applicable limits, we may throttle or suspend access until usage returns to permitted levels or you upgrade your plan.

4. Third-Party Integrations

4.1 Authorization

When you connect third-party services through our Platform (such as QuickBooks Time, ADP Workforce Now, or other Integration Partners), you authorize Flux Systems to access and process data from those services as necessary to perform the integrations you configure.

4.2 Third-Party Terms

Your use of third-party integrations is also subject to the terms of service and privacy policies of those Integration Partners. You are responsible for complying with all applicable third-party terms.

4.3 Disconnection

You may disconnect any third-party integration at any time through the Platform. Upon disconnection, we will revoke our access to the third-party service and delete stored authentication tokens. Previously synchronized data may be retained in accordance with our data retention policies.

4.4 Third-Party Availability

Flux Systems does not guarantee the availability, accuracy, or reliability of third-party services. We are not responsible for changes, outages, or discontinuation of Integration Partner services.

5. Customer Data

5.1 Ownership

Customer retains all right, title, and interest in and to Customer Data. Flux Systems acquires no ownership rights in Customer Data.

5.2 License to Customer Data

Customer grants Flux Systems a limited, non-exclusive license to use, process, and transmit Customer Data solely as necessary to provide the Services and as described in our Privacy Policy.

5.3 Data Protection

Flux Systems will maintain appropriate technical and organizational measures to protect Customer Data in accordance with our Privacy Policy and applicable data protection laws.

5.4 Data Portability

Upon request, Flux Systems will make Customer Data available for export in a structured, machine-readable format within a reasonable timeframe.

6. Intellectual Property

6.1 Flux Systems IP

The Services, including all software, technology, documentation, and related materials, are the proprietary property of Flux Systems and are protected by intellectual property laws. Except for the limited rights expressly granted herein, no rights are granted to Customer.

6.2 Feedback

If you provide suggestions, feature requests, or other feedback regarding the Services, Flux Systems may use such feedback without restriction or obligation to you.

7. Fees and Payment

7.1 Subscription Fees

You agree to pay all fees specified in your subscription plan or order form. Fees are non-refundable except as expressly stated in these Terms or required by applicable law.

7.2 Payment Terms

Unless otherwise specified, fees are due in advance on a monthly or annual basis. Flux Systems reserves the right to suspend access to the Services for overdue payments after providing reasonable notice.

7.3 Fee Changes

Flux Systems may modify fees upon at least 30 days' written notice prior to the start of the next billing cycle. Continued use of the Services after a fee change constitutes acceptance of the new fees.

8. Term and Termination

8.1 Term

These Terms are effective upon your acceptance and continue until terminated. Subscription terms are as specified in your order form or subscription plan.

8.2 Termination for Convenience

Either party may terminate the subscription by providing written notice at least 30 days before the end of the then-current subscription term.

8.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of receiving notice.

8.4 Effect of Termination

Upon termination:

• Your right to access the Services will cease immediately
• You may request export of your Customer Data for up to 30 days following termination
• After the 30-day data retrieval period, Flux Systems may delete Customer Data
• All outstanding fees become immediately due and payable
• Provisions that by their nature should survive termination will survive, including intellectual property, indemnification, limitation of liability, and dispute resolution

9. Warranties and Disclaimers

9.1 Service Warranty

Flux Systems warrants that the Services will perform materially in accordance with applicable documentation during the subscription term. Your sole remedy for breach of this warranty is re-performance of the affected Services or, at our option, a pro-rata refund of prepaid fees for the affected period.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." FLUX SYSTEMS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FLUX SYSTEMS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

10. Limitation of Liability

10.1 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FLUX SYSTEMS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNTS PAID BY CUSTOMER TO FLUX SYSTEMS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.2 Exclusion of Damages

IN NO EVENT SHALL FLUX SYSTEMS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF FLUX SYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification

11.1 By Flux Systems

Flux Systems will defend, indemnify, and hold harmless Customer from and against any third-party claims alleging that the Services infringe such third party's intellectual property rights, and will pay any resulting damages or settlement amounts.

11.2 By Customer

Customer will defend, indemnify, and hold harmless Flux Systems from and against any third-party claims arising from (a) Customer's use of the Services in violation of these Terms, (b) Customer Data, or (c) Customer's violation of applicable law.

12. White-Label and Partner Programs

If you participate in Flux Systems' white-label or reseller programs, additional terms may apply as set forth in a separate partner agreement. In the event of a conflict between these Terms and a partner agreement, the partner agreement shall govern with respect to the subject matter of the partner program.

13. Confidentiality

Each party agrees to protect the other party's confidential information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential information shall not be disclosed to third parties except as necessary to perform obligations under these Terms, subject to appropriate confidentiality obligations.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

14.2 Dispute Resolution

Any dispute arising out of or relating to these Terms shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration administered in accordance with the rules of the American Arbitration Association, conducted in Wilmington, Delaware.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any applicable order forms and the Privacy Policy, constitute the entire agreement between the parties regarding the subject matter hereof.

15.2 Modifications

Flux Systems may modify these Terms by posting updated terms on our website. Material changes will be communicated via email to your registered business email at least 30 days before taking effect. Continued use of the Services after modifications take effect constitutes acceptance.

15.3 Assignment

You may not assign these Terms without Flux Systems' prior written consent. Flux Systems may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

15.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

15.5 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

15.6 Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemic, government action, or failures of third-party services or infrastructure.

16. Contact Information