Flisk Terms of Service

1. Acceptance and Scope

1. Agreement Structure. These Terms, together with any order form, online sign-up page, plan description, statement of work, data processing addendum executed or otherwise accepted by the parties, and other documents referenced herein or signed by the parties (each, an "Order"), form the agreement between the parties (the "Agreement"). In the event of conflict, a signed Order controls over these Terms with respect to the subject matter of that Order, an executed or otherwise accepted data processing addendum controls with respect to the processing of personal data, and these Terms control over any pre-printed terms appearing on a Customer purchase order or similar document, which Flisk hereby rejects.
2. Authority. The individual accepting these Terms represents and warrants that they have authority to bind Customer and that Customer has the legal capacity to enter into the Agreement.
3. Free, Trial, and Beta Offerings. Flisk may make free, trial, evaluation, or beta features available ("Evaluation Services"). Evaluation Services are provided "as is," without warranty, indemnity, or any service level commitment, and Flisk may modify, limit, or discontinue them at any time. The Acceptable Use, Confidentiality, Intellectual Property, Disclaimers, Limitation of Liability, and Indemnification by Customer sections apply to Evaluation Services.

2. Definitions

1. "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
2. "Authorized User" means an employee, contractor, or agent of Customer or its Affiliates whom Customer permits to use the Services and who has agreed to be bound by terms no less protective of Flisk than these Terms.
3. "Customer Data" means data, content, prompts, configurations, tag definitions, container exports, analytics events, and other materials submitted to or processed by the Services by or on behalf of Customer or its Authorized Users, including data exchanged with connected Third-Party Services on Customer's behalf.
4. "Documentation" means Flisk's then-current user and technical documentation for the Services, including available security posture information, as provided or made available by Flisk to Customer.
5. "Output" means content, recommendations, configurations, summaries, mappings, code, tag definitions, or other results generated by the Services in response to Customer Data or user inputs, including outputs generated by AI Features.
6. "Sensitive Data" means special categories of personal data under applicable data protection laws, payment card data, government identifiers, protected health information, precise geolocation, children's data, biometric data, financial account credentials, or any other data subject to heightened legal safeguards.
7. "Subprocessor" means any third party engaged by Flisk to process Customer Data on Customer's behalf in connection with the Services, including hosting, infrastructure, and AI model providers.
8. "Third-Party Services" means any third-party products, services, platforms, APIs, or content that integrate with, are accessed through, or interoperate with the Services, including Google Tag Manager, Google Analytics, advertising platforms, consent management platforms, and other analytics or data tools.

3. Accounts and Access

1. Account Creation. Customer must register an account to access most Services and must provide accurate, current, and complete information and keep it up to date.
2. Authorized Users. Customer may permit Authorized Users to access the Services subject to applicable user limits in the Order. Customer is responsible for all activity under its account and for its Authorized Users' compliance with the Agreement, and any act or omission of an Authorized User in violation of the Agreement will be deemed an act or omission of Customer.
3. Credentials and Security. Customer shall maintain the confidentiality of account credentials and API keys, use commercially reasonable security practices (including multi-factor authentication where available), and notify Flisk promptly of any suspected unauthorized access or compromise of its account.
4. Eligibility. Authorized Users must be at least 18 years old and legally capable of entering into binding agreements on behalf of Customer.

4. The Services

1. License. Subject to the Agreement and timely payment of all fees, Flisk grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide right during the subscription term to access and use the Services for Customer's internal business purposes, in accordance with the Documentation and any usage tier or quota specified in the Order. No rights are granted by implication, estoppel, or otherwise other than those expressly stated in the Agreement.
2. Service Description. The Services help marketing, product, data, and engineering professionals plan, build, audit, deploy, and govern tag management configurations, including via Google Tag Manager. Specific features, plan limits, supported integrations, and AI-assisted workflows are described in the Documentation and applicable Order. Flisk may launch additional products that, when used by Customer, are governed by these Terms unless a separate written agreement applies.
3. Changes. Flisk may modify, enhance, or discontinue features of the Services from time to time, provided that Flisk will not materially diminish the core functionality of a paid subscription during a then-current term without providing Customer reasonable advance notice and, where Customer's use is materially and adversely affected, the option to terminate the affected subscription for a pro-rata refund of prepaid, unused fees.
4. Support and Availability. Flisk will use commercially reasonable efforts to make the production Services available, excluding scheduled maintenance, emergency maintenance, Third-Party Service outages, and events outside Flisk's reasonable control. Unless otherwise stated in an Order, Customer's sole remedy for failure to meet any applicable uptime commitment will be the service credits, if any, stated in the Order or Documentation. Support levels, response times, and any additional service-level commitments, if applicable, are described in the Order or Documentation; in the absence of a written service credit commitment, no monetary service-level remedy applies.

5. AI Features, Outputs, and Automated Actions

1. AI Features. Portions of the Services use machine learning, large language models, and other artificial intelligence techniques to generate suggestions, configurations, audits, code snippets, mappings, and other Output ("AI Features"). AI Features rely on Flisk-developed models, third-party model providers, or both, and Customer's use is also subject to any applicable provider terms that Flisk communicates to Customer.
2. Probabilistic Nature; Human Review. Output is generated probabilistically and may be inaccurate, incomplete, outdated, or unsuitable for a particular purpose. Customer is solely responsible for reviewing Output before relying on it, deploying it to a production tag container, publishing it to a Third-Party Service, or using it to make business, compliance, consent, or measurement decisions. Customer must not represent Output as having been independently verified, endorsed, or guaranteed by Flisk.
3. Automation and Write Actions. Where Customer authorizes Flisk to perform automated actions on Third-Party Services on its behalf (for example, creating, modifying, publishing, or rolling back tags, triggers, variables, or container versions in Google Tag Manager), Customer authorizes such actions and is solely responsible for the configuration, scope, timing, and downstream impact of those actions, including effects on analytics accuracy, advertising spend, attribution, consent enforcement, and end-user tracking. Customer is responsible for implementing appropriate review gates, approvals, and rollback procedures.
4. Inputs and Outputs. As between the parties and to the extent permitted by applicable law, Customer retains all rights in its inputs to the Services and owns the Outputs generated for it through Customer's use of the Services, subject to Flisk's and its licensors' rights in the underlying Services, models, templates, and pre-existing materials. Customer acknowledges that, due to the nature of AI, similar or substantially identical Output may be generated for other customers, and Customer obtains no exclusivity in Output that is not unique to its inputs; however, Flisk will not intentionally use Customer's Confidential Information to create customer-specific tag taxonomies, schemas, or configurations for another customer.
5. No Model Training on Customer Data. Flisk will not use Customer Data, inputs, or Outputs to train generally available foundation or base models, and will use commercially reasonable efforts to configure its use of third-party model providers so that they do not use Customer Data, inputs, or Outputs to train generally available foundation or base models, except with Customer's prior written consent. Flisk may process Customer Data to operate, secure, troubleshoot, debug, and improve the Services, including by maintaining Customer-specific configurations and generating aggregated, de-identified statistical data that does not enable identification of Customer, any Authorized User, or any individual.
6. High-Risk Use. The Services are not designed for, and Customer shall not use the Services or Output for, decisions or contexts that require certified accuracy or where errors could result in death, personal injury, severe environmental harm, regulated medical decisions, or denial of essential financial, employment, housing, insurance, credit, or government services. Customer shall not use the Services or Output for automated decision-making having legal or similarly significant effects on individuals without adequate human review and compliance with applicable law.

6. Customer Data, Privacy, and Security

1. Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data.
2. License to Flisk. Customer grants Flisk and its Subprocessors a worldwide, non-exclusive, royalty-free right to host, copy, transmit, process, display, and otherwise use Customer Data solely to provide, secure, maintain, support, and improve the Services and to perform Flisk's obligations under the Agreement.
3. Customer Responsibilities. Customer represents and warrants that: (i) it has all rights, consents, and permissions necessary for Flisk's processing of Customer Data as contemplated by the Agreement; (ii) Customer Data and its use of the Services comply with all applicable laws, including intellectual property, privacy, electronic communications, marketing, consent, and data protection laws; and (iii) Customer maintains all required disclosures and consents with respect to end users whose data is collected, transmitted, or processed via tag configurations Customer designs, deploys, or instructs Flisk to deploy.
4. Sensitive Data. Unless expressly agreed in writing by Flisk in the Order, Customer shall not submit Sensitive Data to the Services. Flisk has no liability for Sensitive Data submitted in breach of this section.
5. Data Processing. Where Flisk processes personal data on Customer's behalf, the parties' Data Processing Addendum ("DPA"), made available by Flisk and executed or otherwise accepted by the parties, applies and is incorporated by reference. Customer's use of the Services in connection with personal data of third parties is conditioned on execution or acceptance of the DPA. The DPA will include terms reasonably required for Flisk to act as Customer's service provider, processor, or subprocessor, as applicable, including applicable cross-border transfer terms and restrictions on selling or sharing Customer Data for Flisk's own purposes.
6. Security. Flisk maintains commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data, as further described in the Documentation. Flisk will not materially diminish the overall security of the production Services during the subscription term.
7. Security Incidents. Flisk will notify Customer without undue delay, and in any event within seventy-two (72) hours, after Flisk becomes aware of a Security Incident affecting Customer Data, will provide reasonably available information about the nature of the incident and the categories of data affected, and will take commercially reasonable steps to mitigate its effects and prevent recurrence. "Security Incident" means unauthorized access to, acquisition of, or disclosure of Customer Data in Flisk's possession or control. Flisk may provide preliminary notice where investigation is ongoing. Notice of a Security Incident is not an acknowledgment of fault or liability.
8. Subprocessors. Flisk may engage Subprocessors to process Customer Data, including hosting, infrastructure, and AI model providers. Flisk remains responsible for its Subprocessors' performance of obligations under the Agreement. Flisk will make available a current list of Subprocessors upon request or via its website and will provide notice of material changes to that list in accordance with the DPA.
9. Aggregated Data. Flisk may generate and use aggregated, de-identified, or statistical data derived from operation of the Services for any lawful purpose, including benchmarking, analytics, and product development, provided that such data does not identify Customer, any Authorized User, or any end user and is not reasonably capable of being re-identified or used to reveal Customer's non-public tag taxonomy, business rules, or competitive strategy.

7. Acceptable Use

Customer shall not, and shall not permit any Authorized User or third party to:

1. use the Services in violation of applicable law or third-party rights, including intellectual property, privacy, consumer protection, anti-spam, sanctions, and export control laws;
2. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, weights, prompts, or underlying components of the Services, except to the extent such restriction is prohibited by applicable law;
3. resell, sublicense, rent, lease, or operate the Services as a service bureau or for the benefit of third parties, except as expressly authorized in an Order;
4. use the Services or any Output to develop, train, or improve a competing product, model, or service, or to conduct benchmarking for competitive purposes, without Flisk's prior written consent;
5. circumvent technical limits, usage quotas, rate limits, license keys, or security measures, or interfere with Flisk's ability to audit or track such restrictions;
6. upload or transmit malware, malicious code, or content that is unlawful, harassing, defamatory, fraudulent, or infringing;
7. use the Services or Output to generate misleading content, impersonate persons or entities, manipulate or spoof consent signals, evade advertising or analytics platform requirements, or circumvent privacy controls;
8. deploy tags, scripts, or automations through the Services that intentionally collect data without required disclosures and consents or that violate the terms of service of any Third-Party Service;
9. use automated means to scrape or extract data from the Services other than through documented APIs and within applicable limits;
10. share account credentials or API keys among multiple individuals to circumvent seat-based pricing; or
11. use the Services in any High-Risk Use as described above.

8. Third-Party Services and GTM Integrations

1. Integrations. The Services integrate with Third-Party Services, including Google Tag Manager, Google Analytics, advertising platforms, consent management platforms, customer data platforms, and other tools. Customer's use of Third-Party Services is governed by the applicable third-party terms, and Customer is solely responsible for obtaining and maintaining all required third-party accounts, licenses, permissions, and OAuth scopes.
2. Authorization. By connecting a Third-Party Service to the Services, Customer authorizes Flisk to access and exchange data with that Third-Party Service on Customer's behalf, including reading container configurations, writing or publishing changes, retrieving telemetry, and otherwise performing actions within the scopes Customer grants. Customer may revoke such authorizations at any time, and revocation may impair or disable affected Services.
3. No Endorsement; No Liability. Flisk does not control, endorse, or assume responsibility for Third-Party Services or their content. Disruption, modification, deprecation, or termination of a Third-Party Service or its APIs may impair the Services, and Flisk has no liability for such third-party events. Customer acknowledges that Third Party Services may at any time change platform capabilities APIs, policies, or availability, which may affect the Services. If a Third-Party Service change materially disables core paid functionality for more than thirty (30) consecutive days and Flisk cannot provide a commercially reasonable workaround, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees for the affected portion of the subscription term.

9. Fees, Billing, and Taxes

1. Fees. Customer shall pay all fees specified in the applicable Order or pricing page. Except as expressly stated in the Agreement or required by law, fees are non-refundable and non-cancellable, and all quantities purchased are non-decreasing for the term of the Order.
2. Billing. Unless otherwise stated in an Order, subscription fees are billed in advance on a recurring basis according to the selected plan, and usage-based fees are billed in arrears. Customer authorizes Flisk and its payment processors to charge the payment method on file for all amounts due, including renewals.
3. Late Payment. Undisputed amounts not paid when due may accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law, and Flisk may suspend the Services for non-payment after reasonable notice as described in Section 15. Customer may withhold payment of amounts disputed in good faith if Customer provides written notice describing the basis for the dispute before the due date and timely pays all undisputed amounts.
4. Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, withholding, and similar taxes, excluding taxes on Flisk's net income. If Customer is required by law to withhold any taxes, Customer shall gross up its payments so that Flisk receives the full amount it would have received absent such withholding.
5. Price Changes. Flisk may change pricing for renewal terms upon at least sixty (60) days' prior notice before the start of the renewal term unless otherwise agreed in an Order. Mid-term increases will not apply except to additional Authorized Users, additional connected workspaces, or additional usage above purchased tiers.

10. Confidentiality

1. Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is identified as confidential or that, given its nature and the circumstances of disclosure, should reasonably be understood as confidential, including Customer Data, the non-public features and Documentation of the Services, pricing, security information, and business plans. Customer Data is Customer's Confidential Information.
2. Obligations. Recipient shall: (i) use Confidential Information only to exercise rights and perform obligations under the Agreement; (ii) protect it using at least the same care it uses for its own confidential information of like importance, and no less than reasonable care; and (iii) limit access to personnel, agents, and advisors with a need to know who are bound by written confidentiality obligations no less protective than those in these Terms. Recipient is responsible for any breach by its personnel, agents, or advisors.
3. Exclusions. Confidentiality obligations do not apply to information that is or becomes public without breach, was lawfully known prior to disclosure, is lawfully received from a third party without restriction, or is independently developed without use of or reference to Confidential Information.
4. Compelled Disclosure. Recipient may disclose Confidential Information to the extent required by law, court order, or governmental authority, provided that, where legally permitted, Recipient gives prompt notice and reasonable cooperation to enable Discloser to seek a protective order or narrow the scope of disclosure.

11. Intellectual Property; Feedback

1. Flisk IP. As between the parties, Flisk and its licensors own all right, title, and interest in and to the Services, Documentation, software, models, model weights, algorithms, prompts, templates, agents, and all related intellectual property rights, including any improvements, modifications, and derivative works thereof. No rights are granted by implication, estoppel, or otherwise other than those expressly stated in the Agreement.
2. Customer IP. Customer retains all right, title, and interest in and to Customer Data and its pre-existing materials and grants Flisk only the rights described in these Terms solely to provide the Services.
3. Trademarks; Publicity. Neither party may use the other party's name, logos, or trademarks without prior written consent, except that Flisk may identify Customer as a customer of Flisk in customer lists, case studies, and marketing materials in accordance with reasonable trademark guidelines provided by Customer.
4. Feedback. Customer may, but is not required to, provide suggestions, comments, or other feedback regarding the Services ("Feedback"). Customer grants Flisk a perpetual, irrevocable, worldwide, royalty-free license to use Feedback to improve, develop, and support Flisk's products and services without obligation or attribution, provided that Flisk will not disclose Customer's Confidential Information in doing so or sublicense Customer-specific Feedback as a standalone product or service.

12. Warranties and Disclaimers

1. Mutual. Each party represents and warrants that it has the legal authority to enter into the Agreement and that performance of the Agreement will not violate any other agreement to which it is bound.
2. Conformance Warranty. Flisk warrants that, during a paid subscription, the production Services will materially conform to the Documentation. Customer's sole and exclusive remedy, and Flisk's entire liability, for breach of this warranty is for Flisk to use commercially reasonable efforts to correct the non-conformity, or, if Flisk cannot do so within thirty (30) days after written notice from Customer, to terminate the affected subscription and refund any prepaid, unused fees for the affected portion of the subscription term. Flisk will use commercially reasonable efforts to notify Customer of material inaccuracies in Output that Flisk knows are likely to materially affect Customer's production use of the Services.
3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUT, AND ANY RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." FLISK AND ITS LICENSORS AND SUBPROCESSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. FLISK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR ANY PARTICULAR PURPOSE. CUSTOMER IS RESPONSIBLE FOR INDEPENDENTLY REVIEWING AND VERIFYING ALL OUTPUT BEFORE RELIANCE OR DEPLOYMENT.

13. Indemnification

1. By Flisk. Flisk shall defend Customer and its officers, directors, employees, and Affiliates from any third-party claim alleging that the Services, as provided by Flisk and used by Customer in accordance with the Agreement and Documentation, infringe such third party's intellectual property rights, and shall pay amounts finally awarded against Customer by a court of competent jurisdiction or agreed in a settlement approved by Flisk. If the Services become, or in Flisk's reasonable opinion are likely to become, the subject of an infringement claim, Flisk may, at its option: (i) procure the right for Customer to continue using the Services; (ii) modify or replace the Services to be non-infringing while preserving substantially equivalent functionality; or (iii) terminate the affected subscription and refund any prepaid, unused fees for the affected portion of the subscription term. Flisk has no obligation for claims arising from (A) Customer Data or inputs; (B) modifications not made by Flisk; (C) combinations of the Services with non-Flisk materials, products, or services where the claim would not have arisen but for such combination; (D) use of the Services outside the Documentation or in breach of the Agreement; (E) Evaluation Services; or (F) Outputs to the extent the claim is based on the practice of a patented invention or use of an Output in trade or commerce as a trademark.
2. By Customer. Customer shall defend Flisk and its officers, directors, employees, Affiliates, licensors, and Subprocessors from any third-party claim arising out of or relating to: (i) Customer Data or inputs; (ii) Customer's or any Authorized User's use of the Services in violation of the Agreement or applicable law; (iii) tag configurations, automations, or Outputs that Customer deploys, instructs Flisk to deploy, or otherwise puts into production, except to the extent directly caused by Flisk's material deviation from Customer's documented instructions; (iv) Customer's or its end users' products, services, websites, or applications; or (v) any consent, disclosure, or notice obligations owed by Customer to end users, and shall pay amounts finally awarded against Flisk or agreed in a settlement approved by Customer.
3. Procedure. The indemnifying party's obligations are conditioned on the indemnified party: (i) promptly notifying the indemnifying party of the claim; (ii) tendering sole control of defense and settlement (provided that no settlement may impose obligations, liability, or admissions on the indemnified party without its prior written consent); and (iii) providing reasonable cooperation at the indemnifying party's expense.
4. Exclusive Remedy. This Section states each party's entire liability and exclusive remedy for the third-party claims described above.

14. Limitation of Liability

1. Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, DATA, OR ADVERTISING SPEND, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED THAT THE FOREGOING DOES NOT EXCLUDE DIRECT, REASONABLY DOCUMENTED OUT-OF-POCKET ADVERTISING SPEND WASTED AS A DIRECT RESULT OF FLISK'S MATERIAL BREACH OF THE AGREEMENT.
2. Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO FLISK FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; PROVIDED THAT EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR SECURITY INCIDENTS CAUSED BY ITS BREACH OF THE AGREEMENT, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT SHALL NOT EXCEED TWO (2) TIMES THE FEES PAID OR PAYABLE BY CUSTOMER TO FLISK FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR EVALUATION SERVICES AND FREE OFFERINGS, FLISK'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).
3. Exclusions from Cap. The foregoing limitations do not apply to: (i) Customer's payment obligations; (ii) breach of the Acceptable Use, Confidentiality, or intellectual property provisions; (iii) a party's gross negligence, willful misconduct, or fraud; or (iv) liability that cannot be limited under applicable law. A party's indemnification obligations are subject to the applicable liability cap unless the underlying claim arises from a category excluded from the cap under this Section.
4. Basis of Bargain. The parties acknowledge that the limitations of liability in this Section are a fundamental basis of the bargain and apply notwithstanding the failure of essential purpose of any limited remedy.

15. Term, Suspension, and Termination

1. Term. The Agreement begins on the effective date set forth in the Order (or, absent an Order, when Customer first accesses the Services) and continues for the subscription term specified in the Order. Subscriptions automatically renew for successive periods equal to the initial term unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term or as otherwise specified in the Order.
2. Termination for Cause. Either party may terminate the Agreement on written notice if the other party materially breaches the Agreement and fails to cure within thirty (30) days after written notice describing the breach, or immediately if cure is not possible.
3. Termination for Insolvency. Either party may terminate the Agreement immediately on written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, becomes the subject of bankruptcy proceedings that are not dismissed within sixty (60) days, or ceases to do business in the ordinary course.
4. Suspension. Flisk may suspend Customer's access to all or part of the Services immediately if Flisk reasonably determines that: (i) Customer's use poses an imminent security, legal, or operational risk to Flisk, the Services, Third-Party Services, or third parties; (ii) Customer is in material breach of the Acceptable Use section; (iii) Customer's account is more than thirty (30) days overdue for undisputed amounts; (iv) suspension is required by law or by a Subprocessor or Third-Party Service; or (v) Flisk reasonably believes Customer is using the Services to infringe intellectual property rights or violate privacy laws. For suspensions that do not require immediate action, Flisk will use commercially reasonable efforts to provide at least forty-eight (48) hours' prior notice and an opportunity to cure. Flisk will use reasonable efforts to notify Customer of the suspension and to restore access promptly, and in any event within a commercially reasonable time, after the underlying cause is resolved. Suspension does not relieve Customer of its payment obligations.
5. Effect of Termination. Upon termination or expiration: (i) Customer's right to access the Services ends; (ii) Customer shall pay all fees accrued through the effective date of termination, and any unpaid amounts will become immediately due; and (iii) each party shall return or destroy the other's Confidential Information, except as required to be retained by law or routine backup procedures. For ninety (90) days after termination, Flisk will, upon Customer's written request, make Customer Data available for export in a commercially reasonable format and provide reasonable read-only access for export purposes, after which Flisk may delete Customer Data in accordance with its retention policies, except where retention is required by law.
6. Survival. Sections that by their nature should survive will survive termination, including the Definitions, fees accrued before termination, Customer Data treatment after termination, AI Features ownership and restrictions, Confidentiality, Intellectual Property, Feedback, Disclaimers, Indemnification, Limitation of Liability, Governing Law and Dispute Resolution, and General Provisions.

16. Modifications to the Services and Terms

Flisk may update these Terms from time to time. If Flisk makes a material change, Flisk will provide reasonable advance notice (for example, via email to the account contact or an in-product notice). Updated Terms take effect at the start of the next renewal term for paid subscribers, unless Customer must accept them sooner to continue accessing new features or unless the change is required by law or regulation, in which case the change takes effect upon notice. Continued use of the Services after the effective date constitutes acceptance. If Customer does not agree to a material change that materially and adversely affects Customer's rights or obligations during a then-current paid subscription term, Customer may terminate the affected subscription upon written notice within thirty (30) days after receiving notice of the change and receive a pro-rata refund of prepaid, unused fees for the affected portion of the subscription term.

17. Governing Law and Dispute Resolution

1. Governing Law. The Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
2. Informal Resolution. Before initiating any formal proceeding, the party raising a dispute shall send a written notice describing the dispute and the relief sought to the other party, and the parties shall negotiate in good faith for at least sixty (60) days to attempt to resolve the dispute.
3. Venue. Subject to the informal resolution requirement, the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of or relating to the Agreement and waive any objection to such venue.
4. Injunctive Relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information without first complying with the informal resolution requirement.
5. Time to Bring Claims. Any claim arising out of or relating to the Agreement must be brought within one (1) year after the cause of action accrues, except that claims relating to data protection, security incidents, confidentiality, or intellectual property may be brought within three (3) years after the cause of action accrues, and in each case except as prohibited by applicable law.
6. Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT.

18. General Provisions

1. Entire Agreement. The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, and communications. Pre-printed terms on Customer purchase orders or similar documents are of no force or effect.
2. Assignment. Neither party may assign the Agreement without the other's prior written consent, except that either party may assign the Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, upon notice to the other party. Any other purported assignment is void.
3. Subcontractors. Flisk may use Subprocessors and other third parties (including hosting and AI model providers) to perform the Services, provided that Flisk remains responsible for their performance under the Agreement.
4. Independent Contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship.
5. Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) due to events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, pandemics, internet or utility outages, denial-of-service attacks, failures of Subprocessors or Third-Party Services, and acts of government.
6. Notices. Notices to Flisk must be sent to 40 W 25th St. Floor 9 New York, NY 10010. Notices to Customer may be sent to the email address associated with the account or, where applicable, via in-product notification. Notices are effective upon receipt.
7. Export and Sanctions. Each party shall comply with applicable export control and sanctions laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. or other applicable sanctions, and is not on any restricted-party list maintained by the U.S. government or other applicable authority.
8. Anti-Corruption. Each party represents that it will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.
9. Government Users. The Services are "commercial items," "commercial computer software," and "commercial computer software documentation" as defined in applicable U.S. federal acquisition regulations (FAR 2.101 and DFARS 252.227-7014) and are provided to government end users with only those rights set forth in the Agreement.
10. Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in effect. A waiver is effective only if in writing and signed by the waiving party. Failure to enforce a provision is not a waiver of that or any other provision.
11. No Third-Party Beneficiaries. The Agreement does not create any third-party beneficiary rights, except that Flisk's Affiliates, licensors, and Subprocessors are intended beneficiaries of the disclaimers, limitations of liability, and indemnification provisions.
12. Interpretation. Headings are for convenience only. "Including" and "e.g." are not limiting. Ambiguities will not be construed against the drafter.
13. Counterparts; Electronic Signatures. Orders may be executed in counterparts and by electronic signature, each of which is deemed an original and together constitute one instrument.