These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity and Codewave Sp. z o.o. with its registered seat in Wrocław, Poland (“Codewave”, “we”, “us”, or “our”), and govern the terms under which you are permitted to access and use our CMS software under the name Flotiq (“Flotiq”) that is made available to you by Codewave (“Agreement”) through the Website registered under the domain www.flotiq.com (“Website”).
To request an access to set up an account on the Website and use our Services, i.e. our CMS software under the name Flotiq, you must firstly review and accept these Terms of Services by clicking an appropriate checkbox on the Website or other mechanism provided by us. By accepting these Terms of Service you agree to be bound by the Agreement. If you access or use Flotiq on behalf of a company, principal or other entity, you represent that you have the authority to bind such entity and its affiliates to the Agreement and that it is fully binding upon them. In such a case, the term "you" will refer to you, as an individual or to each such entity and its affiliates on whose behalf you are accessing or using Flotiq. If you do not have authority, or if you do not agree to the terms of the Agreement, you may not access or use Flotiq.
I. Access and Use
In order to access or use Flotiq, you must first register for on the Website. You must provide complete and accurate information including name, surname and e-mail address. You will be also asked to create a password to the account. You must also accept these Terms of Service which constitute Agreement made by and between you and Codewave.
When you decide to access Flotiq for a fee, we may request you to provide us with additional information like your business entity name and your position within this organization. Depending on a chosen pricing plan, you are also entitled to add other members of your organization to your joint account on condition that they provided us with relevant data including their name, surname and e-mail address and position as well as accepted these Terms of Services.
If you request access to Flotiq, you will be asked to click a hyperlink confirming your registration which will be sent to you immediately. Once the confirmation is made by you, you may use Flotiq.
When requesting for an account, you must always provide us with true, accurate, current and complete information about yourself as requested during the account creation process. You must also keep that information true, accurate, current and complete after the account is created and you use our services, which means you should correct, update or complete such information without separate notice and without undue delay as soon as it becomes untrue, inaccurate, out-of-date or incomplete.
On the basis of the Agreement Codewave makes Flotiq available to you and hereby grants you a non-exclusive right to access and use Flotiq and all services available therein to manage customer content, including the right to write and develop application software or websites for your own customers and users.
Please note that Flotiq is aimed at professional or business use.
II. Prohibited Use
Note that provision and dissemination of unlawful content through the Website and Flotiq is prohibited. In particular, you may not post, upload or publish any content:
which infringes personal rights and interests of third parties or incite hatred on racial, ethnic, religious, or cultural grounds, or on the grounds of sexual orientation,
which promotes pornography and violence,
which attempts to impersonate another user or person or use the username of another user,
which uploads or transmits (or attempts to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”),
which harasses, annoys, intimidates, or threatens any of our employees or agents engaged in providing the services to you,
which makes any unauthorized use of the website or application created through Flotiq, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email,
which breaches rules widely accepted by the Internet community.
You may use the Website and Flotiq in accordance with their intended purpose only. You may not perform any activities which may disrupt proper functioning of the Website or Flotiq. You are not permitted, on its own and/or with help of third parties, to change, bypass or break security systems of the Website or to take action impacting the Website in a way that may cause damage and/or overloading of the Website.
Any materials added, created, uploaded, submitted, distributed, or posted through the Website or Flotiq by you, whether publicly posted or privately transmitted, remains your sole responsibility. You represent that all such materials provided by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that you will be solely responsible for any damage or loss to you or any other party resulting from these materials.
Depending on the type of the account you choose while registering, Flotiq may be made available to you by Codewave free of charge or there or you may choose a pricing plan which fits you most.
Note that Flotiq is offered by us in various pricing plans which include different features and different level of service. Detailed information on our pricing plans as well as features available, media quota, number of API calls, support level and response time concerning each plan can be found here.
If you decide to access Flotiq for a fee, you will be asked to follow the guidelines concerning payment provided by third-party service provider. Once you conclude the Agreement with us on a Flotiq for a fee, you are oblige to pay the fee on a monthly basis in the amount due to the chosen pricing plan.
IV. License and Proprietary Rights
As between you and us Flotiq and all intellectual property rights contained in the foregoing, are and will at all times remain the sole and exclusive property of Codewave and are protected by applicable intellectual property laws and treaties (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You agree that at no time during or after the termination of the Agreement will you attempt to register or claim that you own any trademarks or domain names that are derived from or confusingly similar to those of Codewave, or attempt to register or claim that you own any copyright or other intellectual property rights in Flotiq.
We make it possible for you to use the Website and Flotiq, and we grant you with a non-exclusive, non-transferable, non-assignable license for a limited time, i.e. term of the Agreement and your use of Flotiq, and a license with unlimited territorial scope to use the Website and Flotiq. The above-mentioned license allows you to make multiple copies of the Website and Flotiq on a temporary basis by displaying it in the web browser only for the purpose for which they are intended and features stipulated in these Terms of Service. You are not granted with any rights, including intellectual property rights, other than those stipulated in these Terms of Service, In particular, you are not granted with any right to any use of the Website and Flotiq source codes. You hereby acknowledge that if you breach the obligation described above, this may result in infringement of our copyrights and other proprietary rights to the Website and to Flotiq, and may result in your liability.
The term of this Agreement will commence on the date these Terms of Service are accepted by you and continue until your account is terminated as set forth below.
You may terminate your account at any time through the account management tools made available through the Website. We may also terminate your account in the event you commit any material breach of any provision of these Terms of Service and fail to fix that breach within seven (7) days after a notice of that breach. If you use Flotiq for a fee and do not pay the fee and fail to fix that breach within seven (7) days after a notice of that breach, we are entitled to terminate your account or downgrade your account to the free plan.
We are also entitled to terminate the Agreement upon notice with immediate effect if you:
infringe these Terms of Service,
breach generally applicable provisions of law when using Flotiq or the Website,
your activities breach established custom or are harmful to us or to other persons.
Upon termination of this Agreement all rights and obligations will immediately terminate except for any terms or conditions that by their nature should survive such termination, including the terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions of these Terms of Service.
Note that downgrading of the pricing plan, regardless of whether it was conducted voluntarily or as a result of lack of the payment of the fee, always results in lesser file quota and some data contained on your account may be deleted. Upon downgrading of your account we will make your data collected through and, at the time of notification sent to you, stored within the Website available for secure download in a standard flat format for at least 7 (seven) days (“Grace Period”). Within 7 (seven) days of the end of the Grace Period we will randomly delete data from the Website to fit it to the file quota available in a free plan.
You agree that You use the Website and Flotiq at your own risk and you agree to hold harmless, defend (subject to Codewave's right to participate with counsel of its choice) and indemnify Codewave and its subsidiaries, affiliates, officers, agents, employees and suppliers as well as other users of Flotiq and the Website from and against any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) arising from, or in any way related to you or your use of the Website or Flotiq. You will not agree to any settlement that imposes any obligation on Codewave without Codewave 's prior consent.
VII. No Warranty
THE WEBSITE AND FLOTIQ ARE PROVIDED "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND AND AT YOUR SOLE RISK. EXCEPT TO THE MINIMUM EXTENT REQUIRED BY APPLICABLE LAW, CODEWAVE DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND DUTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE WEBSITE AND FLOTIQ, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, CODEWAVE DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE WEBSITE OR THE FLOTIQ WILL BE UNINTERRUPTED, SECURE, TIMELY OR ERROR FREE. FOR THE AVOIDANCE OF DOUBT, YOU ACKNOWLEDGE AND AGREE THAT THE AGREEMENT DOES NOT ENTITLE YOU TO ANY TECHNICAL OR OTHER SUPPORT FOR FLOTIQ, UNLESS OTHERWISE EXPRESSLY ARTICULATED. NO ADVICE OR INFORMATION, WHETHER ORAL OR IN WRITING, OBTAINED BY YOU FROM CODEWAVE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
VIII. Limitation of Liability
YOU AGREE THAT CODEWAVE SHALL HAVE NO LIABILITY ARISING FROM OR BASED ON YOUR ACCESS TO AND USE OF THE WEBSITE OR FLOTIQ (OR CODEWAVE'S TERMINATION OF SUCH ACCESS AND/OR USE) UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CAUSES OF ACTION BASED ON TORT, CONTRACT, NEGLIGENCE OR STRICT LIABILITY. IN NO EVENT SHALL CODEWAVE OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES AND SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER MEASURES OF INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES BASED ON LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS OR ANY DAMAGES ARISING OUT OF OR BASED UPON YOUR USE OR INABILITY TO USE THE WEBSITE OR FLOTIQ, EVEN IF CODEWAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IF SUCH CLAIM IS NOT FILED, THEN THAT CLAIM SHALL BE DEEMED TO BE VOLUNTARILY WAIVED BY YOU. THIS APPLIES TO YOU AND YOUR SUCCESSORS, AND TO CODEWAVE AND ITS SUCCESSORS.
IX. Limited Relationship
Codewave and you are, and will remain, independent contractors, and nothing in the Agreement will be construed as creating an employer-employee relationship, partnership, joint venture or other or will be construed to evidence the intention of the parties to establish any such relationship.
We may amend or modify this these Terms of Service constituting Agreement between us and you from time to time, in which case such new wording of the Terms of Service will supersede its prior versions. We will notify you via e-mail not less than thirty (30) days prior to the effective date of any such amendment or modification and will inform you about the intended amendments or modifications. If you do not object to the amendment or modification within thirty (30) days from the sending of such notice, such non-objection will be relied upon by us as your consent to such amendment.
Please note that you can object these as well as amended or modified Terms of Serive by sending us an e-mail to the address [email protected]. However, your objection will have effect in an immediate termination of the Agreement by you.
XI. Personal Data
You agree that within the scope of the Agreement we will process your personal data you provided us with as well as other data provided by you through the Website and Flotiq.
XII Governing Law and Jurisdiction
Any claim, controversy or dispute arising out of or relating to the Agreement will be governed by Polish law, without regard to its conflict of law provisions. Any disputes arising out of this Agreement shall be resolved by the parties of the Agreement amicably. If the parties of the Agreement fail to reach an understanding within thirty (30) days of submission of the claim or issue to the other party of the Agreement, the dispute shall be resolved by a competent court with jurisdiction for the registered office of Codewave.
You can reach us:
- via e-mail: [email protected]
- in writing to our registered office: Codewave Sp. z o.o., Krakowska 88A, 50-427 Wrocław, Poland