Terms of Use

Effective Date: July 5th, 2022

IMPORTANT NOTICE:THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED UNDER THE SECTION TITLED Dispute Resolution, Governing Laws and Agreement to Arbitrate on an Individual Basis.

Acceptance of the Terms of Use

These terms of use are entered into by and between You and the dtx company, a Delaware corporation, and the companies and sites it operates, including “Flowcode” and “Flowpage” (collectively, “dtx,” “Company,” “we,” or “us”). The following terms and conditions together with any documents they expressly incorporate by reference, such as our Privacy Policy, (collectively, “Terms of Use”), govern your access to and use of thedtxcompany.com, flowcode.com, flowpage.com, flow.page, getflowtag.com and our related websites (including any Whitelabeled Domains, as defined below), and to any mobile or desktop applications that we offer (each, an “App”), including any content, functionality, and services offered on or through our websites or Apps, such as Flowcode QR codes (all of the foregoing, collectively “Sites”), whether as a guest or as a user of our functionality.

Please read the Terms of Use carefully before you start to use any of our Sites. As noted above, the Terms of Use include a provision waiving the right to pursue any class, group or representative claim and requiring you to pursue certain disputes through individual arbitration unless you opt-out within the specified time frame. By using any of our Sites, by downloading the App, or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use, and you authorize our collection, use, disclosure and other handling of information as set forth in our Privacy Policy, found at this link, which is incorporated into these Terms of Use by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use any of our Sites.

If you use the Sites on behalf of a company or other entity, then (i) all references to "you" (except in this sentence) shall include you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms of Use and to any related agreements, and that you agree to these Terms of Use on the entity's behalf.

The Sites are offered and available to users who are 18 years of age or older. By using any of our Sites, you represent and warrant that you are of legal age to form a binding contract with the Company, and are at least 18 years of age.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. If we do, we will post a revised version of the Terms of Use on our Sites and update the “Effective Date” above. To reject the updated Terms of Use, prior to the new Effective Date you must (i) permanently discontinue use of our Sites and (ii) write to us at [email protected] with a clear request to terminate your account. If you do not do that, the revised version of the Terms of Use will take effect on the updated Effective Date and will apply to all access to and use of any of our Sites thereafter. However, any changes to the Dispute Resolution, Governing Laws and Agreement to Arbitrate on an Individual Basis Section will be handled as set forth in the “Changes to this Section” portion of that Section. Your continued use of any of our Sites following the Effective Date of revised Terms of Use means that you accept and agree to the changes. You are expected to check these Terms of Use from time to time so you are aware of any changes, as they are binding on you.

Accessing any of our Sites and Account Security

We reserve the right to withdraw or amend our Sites, including any service or material we provide on any of our Sites, such as by disabling any Flowcode, Flowtag or Flowpage, in our sole discretion without notice. We will not be liable if for any reason all or any part of any of our Sites are unavailable at any time or for any period. From time to time, we may restrict access to some parts of any of our Sites, or entire Sites, to users, including, if applicable, registered users or those who may have signed up to use services available through our Sites.

You are responsible for both:

1. Making all arrangements necessary for you to have access to any of our Sites; and
2. Ensuring that all persons who access any of our Sites through your internet connection are aware of these Terms of Use and comply with them.

To access any of our Sites, you may be asked to provide certain registration details or other information. It is a condition of your use of any of our Sites that all the information you provide on any of our Sites is correct, current, and complete. You agree that we can use, disclose and otherwise handle all information you provide to use our services, or that we otherwise collect in connection with our Sites, pursuant to our Privacy Policy. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. If you suspect or discover any breach of security or unauthorized use of your password or account, you must immediately notify us at [email protected]. We will not be liable for any losses caused by any unauthorized use of your account or of any password you create for your account.

Electronic Communications

You consent to receiving electronic communications from us and represent that the recipient of every electronic communication sent in connection with your use of any of our Sites has agreed to receive such communications, and that you will not use any of our Sites to send unlawful or unsolicited electronic communications. You agree to receive all communications and notices that we provide in connection with the services, including communications related to our delivery of the Flowcode services and your purchase of a Subscription Plan via electronic means, including by email or in-service notification. You agree that all communications that we provide to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner and you agree to keep your account contact information, including email address, current.

Intellectual Property Rights and License

All of our Sites and their entire contents, features, and functionality (including all information, software, text, graphics, displays, images, video, and audio, and the design, selection, and arrangement thereof) (the "Content") are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Subject to these Terms, dtx hereby grants you a limited, non-exclusive, non-sublicensable, non-assignable license to use the Sites for your own use only. This license does not include: (i) any resale or commercial use of the Sites; (ii) any collection and use of any product listings, descriptions, or prices; (iii) any derivative use of the Sites; (iv) any downloading or copying of account information for the benefit of another business, organization, or commercial entity; or (v) any use of data mining, robots, or similar data gathering and extraction tools. You may not attempt to discover any source code, modify, publish, adapt, transmit, participate in the transfer or sale of, exhibit, distribute, display, reverse engineer, decompile, dissemble, perform, reproduce, create derivative works from, or in any way exploit any of the Sites, in whole or in part. Downloading or copying the Sites (including the Content) for other than your own use is expressly prohibited without the prior written permission of dtx. You acknowledge that you do not acquire any ownership rights by accessing, downloading, or copying any of the Sites (which includes the Content), nor may you frame or utilize framing techniques to enclose any trademark, logo, or copyrighted material from the Sites or use any meta tags or any other hidden text utilizing our names or trademarks, without the express written consent of dtx.

Except as we may expressly authorize you, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Content, except as follows:

1. You may reproduce, publicly display, republish, download, store and transmit the QR codes, known as Flowcodes, that you generate at Flowcode ("Personal QR Codes"), subject to payment of the applicable subscription fees described below under “Subscriptions” and this Terms of Use.
2. You may operate the Flowpage you create (“Personal Flowpage”) subject to the terms herein and the settings we make available for your operation of the Personal Flowpage, which may change over time.
3. You may operate the Flowtag we send you (“Personal Flowtag”), subject to the terms herein and the settings we make available for your operation of the Personal Flowtag, which may change over time.
4. Your computer or device may temporarily store copies of materials from our Sites in RAM incidental to your accessing and viewing materials that are accessible on our Sites.
5. You may store files that are automatically cached by your browser for display enhancement purposes.
6. You may print or download one copy of a reasonable number of pages of any of our Sites for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
7. You may download a copy of the App to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by these Terms of Use and any other dtx end user license agreement applicable to such applications.

You must not:

1. Modify copies of any materials from any of our Sites.
2. Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from any of our Sites.
3. Alter the appearance or content of a Flowcode or Flowtag.

Except for your use of Personal QR Codes, Personal Flowtags and Personal Flowpages, which you are free to use for any lawful purpose permitted by these Terms of Use, subject to payment of the applicable subscription fees described below under “Subscriptions”, you must not access or use for any commercial purposes any part of any of our Sites, including any services or materials available through any of our Sites.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of any of our Sites in breach of the Terms of Use, your right to use any of our Sites will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to any of our Sites, such as any content on any of our Sites, is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of any of our Sites not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws. You agree to abide by all additional restrictions displayed on the Sites as they may be updated from time to time.

User Content

You are solely responsible for all information, materials, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas and other data, materials, and content, including the selection and arrangements thereof, that you create on our Sites, upload to Flowpages or otherwise provide, handle or link to using the Sites, whether created by you or another user (collectively, “User Content”). dtx is not responsible for the User Content of any user. If you have a problem or other claim relating to a third party’s User Content, or any other problem or other claim that relates to a third-party user, you will resolve the situation with that user directly and will not sue dtx regarding such User Content.

You represent, warrant and covenant that you own all right to or have the requisite consents and licenses to post and display the User Content and to grant us the licenses granted in these Terms of Use.

You hereby grant dtx an irrevocable, non-exclusive, royalty-free, perpetual, worldwide, transferable, sublicensable right and license to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works based on your User Content, in whole or in part, in any media, for the purpose of operating and advertising the Sites.

Content Takedown Requests

dtx complies with applicable intellectual property laws and has a policy of terminating the accounts of repeat infringers. To assist with this policy, dtx follows a take-down procedure for purported copyright infringement. If you believe that your work has been used in a way that constitutes copyright infringement, please provide the following information to the dtx Copyright Agent:

1. a description of the copyrighted work that you claim has been infringed;
2. a description of where the material that you claim is infringing is located on the Sites;
3. your address, telephone number and email address;
4. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
5. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest, as applicable; and
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on such owner’s behalf.

The dtx Copyright Agent can be reached as follows:

the dtx company
Copyright Agent
233 Spring Street
New York NY 10013

Alternate names: Flowcode, flowcode.com, Flowpage, flowpage.com, flow.page, Flowtag

Email: [email protected]

If we remove or disable access in response to such a notice, or plan to, we may notify the user responsible for the content so that they can object to your request.

User Information

When you create a Personal Flowpage or use your Personal Flowtag or Personal Flowcode, you may receive information about other users. You may collect, use and disclose this information only in compliance with law, including any laws that require notices or consent, including as relates to cookies, tracking technologies, sharing data with third parties, or direct marketing. You are responsible for your compliance with such laws.  Without limiting the foregoing, we reserve the right to prevent user information from being disclosed to or by you where we deem it appropriate to address legal requirements, such as by applying to your Personal Flowpage, and to any related data, any opt-outs or other privacy preferences communicated to us by or on behalf of users.

Subscriptions

We may, from time to time, offer certain subscription services on or through one or more of our Sites (a "Subscription Plan"), including Flowcode Free, Flowcode Pro, Flowcode Pro Plus and Flowcode Pro Flex. We reserve the right to suspend, withdraw or terminate any Subscription Plan service at any time in our sole discretion, whether paid or free, subject to the Refund Policy described further below. Without limiting the foregoing, we reserve the right to charge for any services that currently are free. If we do, we will notify you by email to the address you provided us as part of your subscription to inform you of how long you have to use the services for free before the changes become effective.

Flowcode Free
If you sign up for Flowcode Free, you will receive access to the number of Flowcodes listed on the Plans page under the “Flowcode Free” section for free (subject to changes in fee structure under these Terms of Use). In order to generate any additional Flowcodes, you will need to sign up for a Subscription Plan (see below for further information).

Subscription Plan
If you sign up for a Subscription Plan, you are subscribing to an automatically renewing subscription requiring recurring payments at the stated frequency that you select on the Plans page (e.g., monthly or annually). This section describes Subscription Plans purchased directly with us. If you purchase a Subscription Plan through a third-party App store, the payment terms and conditions of the applicable App store will apply, as discussed in Online Purchases and Other Terms and Conditions below.

When you sign up for a Subscription Plan, you must provide accurate and complete information for a valid payment method, such as a payment card, that you are authorized to use. If you purchase or sign up for a Subscription Plan, you agree that:

1. You authorize us or our agent (like Stripe) to automatically charge your payment method on a recurring basis at the start of each subscription term for (i) the applicable Subscription Plan charges, (ii) any and all applicable taxes, and (iii) any other charges incurred in connection with your use of the Sites, unless: (a) you terminate your account, (b) you cancel before the applicable renewal date, calculated on Eastern time, (c) Company declines to renew your Subscription Plan, or (d) these Terms are otherwise properly terminated as expressly permitted herein.
2. Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).
3. All of your Subscription Plan payments are subject to the Company’s refund policy, described below under “Refund Policy”.
4. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase, which taxes you agree to pay in full. Taxes shall not be deducted from the payments to Company, except as required by law, in which case you shall increase the amount payable as necessary so that after making all required deductions and withholdings, Company receives and retains (free from any tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made.

If any Subscription Plan fee is not paid in a timely manner, or we are unable to process your transaction using the payment method on file, and you do not promptly provide a new eligible payment method through the Flowcode Plan Subscription section of the Billing page in your account or bring your balance current within ten (10) days after we provide you with notification that your account is in arrears, we reserve the right to suspend, disable, cancel or terminate your access to the Site or services or cancel your Subscription Plan or convert it into a Flowcode Free account.

Promotional codes may only be used for your first subscription term. If you purchased your Subscription Plan with a promotional code, each time your Subscription Plan renews, you will be charged the full billing amount. If your Subscription Plan is ever terminated for any reason or you otherwise purchase another subscription, you will not be eligible to use a promotional code.

If your payment details change, your card provider may provide us with updated card details. We may use these new details in order to help prevent any interruption to the Subscription Plan and services. If you would prefer to opt out from this service, please contact us. If you would like to use a different payment method or if there is a change in payment method, please visit the Flowcode Plan Subscription section of the Billing page in your account to update your billing information.

Your Subscription Plan includes one or more additional features as compared to the Flowcode Free service, which may include an increase in the number Flowcodes, customization and management options, or advanced analytics, among other features. From time to time, we may choose in our sole discretion to add, modify, or remove benefits and features from a Subscription Plan. A list of the current features included in your Subscription Plan may be found here: www.flowcode.com/plans. We do not represent or warrant that particular benefits or features will be offered indefinitely and reserve the right to change the prices for or alter the features and benefits associated with a Subscription Plan.

If the pricing for your Subscription Plan increases, we will notify you, and provide you an opportunity to modify your subscription before applying those changes to your account or charging your payment method in connection with an automatic renewal. The notification will inform you of how long you have to change your subscription before the changes become effective. Your continued use of the Site and services after the changes have been made will constitute your acceptance of the changes. If you do not wish to continue subscribing with the new fees or features, you may cancel your subscription. If you accept the new subscription, its terms and conditions will apply for that renewal and all renewals going forward unless changed in accordance with these Terms of Use.

You may cancel your Subscription Plan at any time by clicking “Cancel Plan” under the “Flowcode Plan Subscription” section of the Billing page in your account or by emailing [email protected]. If you cancel your monthly or annual subscription before the end of the then-current subscription term: (i) your access to the Subscription Plan benefits will be terminated and (ii) you will be downgraded to the Flowcode Free plan and any of your Flowcodes which are in excess of the Flowcode Free plan code threshold will be archived and re-directed to flowcode.com or another location of our choosing. Analytics will not be available for archived codes.

Enterprise Accounts

If you sign up for an individual (non-Enterprise) Flowcode Free or an individual (non-Enterprise) Subscription Plan using an email address with an email domain controlled by your employer (or by another entity that has issued you the email address for use on behalf of that entity) (hereinafter, “your employer”), and your employer has or obtains an Enterprise Plan, your employer will have the option to invite you to convert your account to one of the seats allocated to your employer under its Enterprise Plan. If you consent to such conversion, your employer will have full administrative privileges and permissions with respect to all User Content and data in or associated with your account, including all Flowcodes, Flowtags, Flowpages and contact information you have created, collected or stored.  They will control your account, and we can follow their requests and instructions with respect to the account instead of yours.

If you are issued an Enterprise account, then the entity that issued it to you will have the privileges, permissions and control described above.

To the extent you collect and store personal information in your account, you are responsible for disclosing to the applicable data subjects this potential sharing of their data with your employer.

Refund Policy

Unless required by applicable law, your Subscription Plan payments are non-refundable, provided that. if we suspend, withdraw or terminate any Subscription Plan service at any time, we may issue a pro-rata refund of any prepaid fees for services purchased but not rendered as of the date of such withdrawal or termination.

Trademarks

The Company name, the terms DTX, FLOWCODE, FLOWPAGE, POWERED BY FLOWCODE, FLOWCODE TV, DTC FRIDAY, and all logos and artwork associated with the foregoing terms, and all other product and service names, designs, and slogans appearing on our Sites are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Sites are the trademarks of their respective owners.

Prohibited Uses

You may use any of our Sites only for lawful purposes and in accordance with these Terms of Use. You agree not to use any of our Sites or the services provided through our Sites:

1. In any way that violates any applicable federal, state, local, or international law or regulation (including any laws regarding the export of data or software to and from the US or other countries), or any third-party privacy policy or terms and conditions to which you are subject.
2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
3. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of any of our Sites, or which, as determined by us, may harm the Company or users of any of our Sites, or expose them to liability.

Additionally, you agree not to:

1. Display Flowcodes or Flowtags to individuals you know are under the age of 16.
2. Display Flowcodes or Flowtags anywhere that children under 16 are likely to use them.
3. Use Flowcodes or Flowtags to lead to content directed to children under 16 or likely to be of particular interest to children under 16 (“U16 content”).
4. Create links to U16 content on Personal Flowpages.
5. Create a Personal Flowpage that itself is U16 Content.
6. Do anything that makes a child under 16 likely to scan a Flowcode or or Flowtag or use your Personal Flowpage.
7. Use any of our Sites to transmit harmful, disabling or malicious code or devices, or infringing, defamatory, unlawful, tortious, deceptive, misleading, fraudulent, abusive, indecent or otherwise offensive content, or content that contains someone’s personal information or violates a third party’s intellectual property, privacy or publicity rights (“Prohibited Content”).
8. Use any of our Sites in any manner that could disable, overburden, damage, or impair any of our Sites or interfere with any other party’s use of any of our Sites, including their ability to engage in real time activities through any of our Sites.
9. Use any robot, spider, or other automatic device, process, or means to access any of our Sites for any purpose, including monitoring or copying any of the material on any of our Sites.
10. Use any device, software, or routine that interferes with the proper working of any of our Sites or services.
11. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
12. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of any of our Sites, the server on which any of our Sites is stored, or any server, computer, or database connected to any of our Sites.
13. Attack any of our Sites or services via a denial-of-service attack or a distributed denial-of-service attack.
14. Otherwise attempt to interfere with the proper working of any of our Sites.

You agree to notify dtx immediately if you become aware that a child under 16 has created or is otherwise using any Flowcodes, Flowtags or Flowpages. If you become aware that a child under 16 has provided information through the contact information widget on your Personal Flowpage, you agree to delete that information and notify dtx. If you become aware that a child under 16 has provided information to dtx in other situations, you agree to notify dtx immediately.

Products or Services Accessed Through the Sites

We disclaim all liability or responsibility for any third-party product or service accessed through or making use of the Sites, including any third-party online property to which a Flowcode, Flowtag or Personal Flowpage links, and anything offered, provided, or promoted by a user through or in connection with the Sites or a Flowcode, Flowtag or Personal Flowpage (all of the above collectively “Third Party Services”), or any end user’s use thereof. You shall not use the Sites in any manner implying any partnership with, sponsorship by, or endorsement of Third Party Services by us. You will not suggest or imply that we are the author of or otherwise responsible for the views or content of the Third Party Services. You will not use the Sites or any dtx services in connection with any Prohibited Content, or any activities where the use or failure of the Sites could lead to death, personal injury or property or environmental damage or adversely impact or impose liability on us in any manner.

Payment for Third Party Services may be processed through Stripe, either through a user’s own Stripe account, a third-party Stripe account that the user has authority to use, or a merchant account that dtx offers as a service to users. Such merchant accounts will be governed by additional terms which will be made available to a user at the time the user sets up the account. The payment terms for Third Party Services are set by the creator of the Personal Flowpage or other third parties. When you make a purchase through a Personal Flowpage, you are entering into a contract directly with the Personal Flowpage creator. The Personal Flowpage creator is solely responsible for ensuring that any Third Party Service meets all applicable legal requirements, and that it is delivered as described and in an accurate, satisfactory manner. We may remove Third Party Services that violate the Terms of Use at our sole discretion. We do not provide tax or legal advice to users and we bear no liability, and have no obligation to investigate, participate in, or become involved in, any dispute between users, including with respect to Third Party Services.

Communications Decency Act Notice

Commercially available parental control protections (such as computer hardware, software or filtering services) may assist you in limiting access to material on the Internet that is harmful to minors. Current providers of such protections include McAfee and Symantec, as well as others available from this Bing search. Please note that we did not create these parental control tools, we have not tested or evaluated them and we do not endorse them. Any use of such tools is at your sole risk. You should not assume that these or any other third-party parental control protections will work well or at all in connection with the Service.

Feedback

If you choose to provide us any comments, suggestions or recommendations regarding the Sites (in written or oral form) (“Feedback”), you further represent and warrant that (a) you have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, and (c) your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non- exclusive, royalty-free, perpetual, worldwide, transferable, sublicensable license to use, modify, prepare derivative works from, publish and distribute the Feedback, and (iv) irrevocably waive, and cause to be waived, against us and our users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your account or our Sites.

Monitoring and Enforcement; Termination

We have the right to:

1. Monitor your use of the Sites for compliance with these Terms of Use.
2. Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of any of our Sites.
3. Terminate or suspend your access to all or part of any of our Sites for any or no reason, including any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through any of our Sites. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, LICENSORS AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Reliance on Information Posted

We do not warrant the accuracy, completeness, or usefulness of any information or materials presented on or through any of our Sites, including, for example, (i) information provided by any user of our Sites, (ii) information presented through a COVID check-in form, (iii) information we offer about the safety or risk of QR codes that you scan or content or links you scan or post. Any reliance you place on such information or materials is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information or materials by you or any other visitor to any of our Sites, or by anyone who may be informed of any of its contents.

Changes to any of our Sites

We may update the content of our Sites from time to time, but their content is not necessarily complete or up-to-date. Any of the material on any of our Sites may be out of date at any given time, and we are under no obligation to update such material. We may also stop providing the Sites or features of the Sites, to you or to users generally, or we may create usage limits for the Sites.

Additional Terms and Conditions for Online Purchases

Our Sites may offer, or provide links to other Sites that might offer, the ability to purchase goods or services. All purchases through any of our Sites, or other transactions for the sale of goods or services made through any of our Sites, or resulting from visits made by you, are or may be governed by additional terms of sale which will be made available to you at the time of purchase. For example, when you make purchases in the App, you may be doing so through either Apple iTunes service, the Google Play service or the Microsoft Store, and you are agreeing to their respective terms, which as of the Effective Date included terms available at http://www.apple.com/legal/internet-services/itunes/us/terms.html; http://play.google.com/intl/en_us/about/play-terms.html; and https://www.microsoft.com/en-US/storedocs/terms-of-sale. Additional dtx terms and conditions may also apply to specific portions, services, or features of any of our Sites. All such additional dtx terms and conditions are hereby incorporated by this reference into these Terms of Use. For additional terms related to Third Party Services, please see the “Products or Services Accessed Through the Sites” Section above.

Online Purchases of dtx Products

For any dtx physical products ("Products") purchased on flowcode.com or any online store on flowcode.com, including without limitation, NFC tags, Flowcode stickers, table tents, signs or other paper goods, the following additional terms shall apply:

1. Order and acceptance. Your order is an offer to buy, under the terms of these Terms of Use, the Products listed in your order. After receiving your order, we will send you a confirmation email with your order number and the details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between Company and you will not take place unless and until you have received your order confirmation email. We may process payment for and ship parts of an order separately.
2. Cancellation. You have the option to cancel your order at any time before we have sent your order confirmation email by contacting our customer service by email at [email protected]. We reserve the right, in our sole discretion, to cancel or refuse any order for any reason at any stage of the online ordering process, including after an order has been submitted and whether or not the order has been confirmed.
3. Prices and availability. Prices and promotions are subject to change without notice. The price charged for a Product will be the price in effect at the time the order is placed. Products offered for purchase through our online store are subject to availability. We strive to communicate accurate pricing and product information, but errors may occur. We are not responsible for any such errors. In the event that an error impacts your order, or a Product ordered is no longer available, we will either contact you for instructions or cancel your order. We reserve the right to change the Products from time to time in our sole discretion and we will have no obligation to notify you before or after any such change in the Products.
4. Taxes. Unless you provide us with a valid and correct tax exemption certificate, you are responsible for sales and other taxes associated with your purchases through our online store.
5. Title and Risk of Loss. Title and risk of loss for the Products pass to you upon our transfer of the Products to the shipping carrier.
6. Restrictions. All Products that are sold to you through flowcode.com are for your own use and may not be resold, relabeled, repackaged, or exported.
7. Warranty Disclaimer. All Company-branded Products purchased through flowcode.com are subject to any label warranty affixed to the container or packaging of such Products. The above warranties extend only to you and not to any other individual or entity. Our obligation under such warranties is limited, at our option, to the replacement of defective Products or the refund of the purchase price for such defective Products. Company makes no other warranties, either in writing or orally, including on this website or in any marketing brochure or promotional literature. TO THE EXTENT PERMITTED BY LAW, WE SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES.
8. Refunds. For defective Products, we will, at our option, replace the defective Product or refund the purchase price for such defective Product, provided that you submit reasonably satisfactory evidence of such defect. If you submit for a refund or replacement, the original Product you purchased will no longer be scannable/functional. No returns or refunds on non-defective Products.

Whitelabel URLs

We may from time to time, offer the ability to use, create or purchase a license to use “whitelabeled” Flowcode redirect domains and/or Flowpage domains (for example, “[yourname].flowcode.com” and “[yourname].flowcode.com/page”). To the extent that you use, create or purchase a license to use any such whitelabeled Flowcode or Flowpage domain (“Whitelabeled Domain”), you acknowledge and agree that we reserve the right to terminate, suspend or cancel your access to such Whitelabeled Domain, or allow any third party to use the Whitelabeled Domain, or use it ourselves, in our sole discretion at any time, subject to providing a pro-rated refund of any prepaid fees for use of such Whitelabeled Domain following the effective date of termination of access.

Linking to any of our Sites

You may link to the homepage of any our Sites, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, partnership, approval, or endorsement on our part without our express prior consent.

Links from any of our Sites

If any of our Sites contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to or through any of our Sites, you do so entirely at your own risk and subject to the terms and conditions of use for such third-party websites.

Geographic Restrictions

dtx is based in the State of New York, in the United States. We provide these Sites for use only by persons located in the United States. We make no claims that any of our Sites or any of their respective content is accessible or appropriate outside of the United States. Access to any of our Sites may not be legal by certain persons or in certain countries. If you access any of our Sites from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Additional Terms for Our iOS App

If you access the App via the Apple, Inc. ("Apple") App Store ( including, without limitation, for iPhone, iPad, iTouch, and iWatch) (each an "iOS App"), the following additional terms also apply:

• Both you and dtx acknowledge that the Terms of Use are concluded between you and dtx only, and not with Apple, and that Apple is not responsible for the iOS App or the content of the iOS App;
• The iOS App is licensed to you on a limited, non-exclusive, non-transferable, non-sublicensable basis, solely to be used in connection with dtx services for your private, personal, non-commercial (except as explicitly permitted by these Terms of Use) use, subject to all the terms and conditions of these Terms of Use as they are applicable to the dtx services;
• You will only use the iOS App in connection with an Apple device that you own or control;
• You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App;
• In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple of such failure; upon notification, Apple's sole warranty obligation to you will be to refund to you the purchase price, if any, of the iOS App;
• You acknowledge that Apple is not responsible for addressing any claims you or any third party may have in relation to the iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation;
• You acknowledge and agree that, in the event of any third party claim that the iOS App or your possession and use of the iOS App infringes that third party's intellectual property rights, Apple will not be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
• You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
• You agree that, in your use of the iOS App, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and
• Both you and dtx acknowledge and agree that Apple and Apple's subsidiaries are third party beneficiaries of this section of these Terms of Use, and that upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce this section of the Terms of Use against you as a third party beneficiary hereof.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or any of our Sites - or the destination a person reaches after scanning a Flowcode or Flowtag - will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Sites for any reconstruction of any lost data. If we offer a feature that warns you about potential risks from QR codes that you scan or content or links you scan or post, we do not guarantee or warrant that this feature will identify every important risk. TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF ANY OF OUR SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES OR ANY WEBSITES LINKED TO OUR SITES, OR DUE TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON ANY OF OUR SITES, OR ON ANY WEBSITE LINKED TO ANY OF OUR SITES.

YOUR USE OF ANY OF OUR SITES, THEIR RESPECTIVE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES OR THIRD-PARTY WEBSITES LINKED THROUGH OUR SITES (INCLUDING ANY COVID CHECK-IN FORM THAT WE HOST) IS AT YOUR OWN RISK. OUR SITES, CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF ANY OF OUR SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT ANY COVID CHECK-IN FORM THAT WE HOST WILL CONTAIN ALL COVID SYMPTOMS OR ACCURATELY IDENTIFY INFECTED PEOPLE, OR THAT ANY OF OUR SITES, CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY OF OUR SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, ANY OF OUR SITES, ANY WEBSITES LINKED TO ANY OF OUR SITES, OR ANY CONTENT OR SERVICES PROVIDED THROUGH OR ON ANY OF OUR SITES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

IF YOU ARE A RESIDENT OF NEW JERSEY, THIS SECTION DOES NOT APPLY TO PREVENT A RIGHT TO RECOVER CERTAIN DAMAGES (INCLUDING PUNITIVE DAMAGES) WHERE A HARMED PERSON PROVES WITH THE REQUIRED EVIDENCE THAT THE HARM SUFFERED WAS THE RESULT OF THE DEFENDANT’S “ACTS OR OMISSIONS AND SUCH ACTS OR OMISSIONS WERE ACTUATED BY ACTUAL MALICE OR ACCOMPANIED BY A WANTON AND WILLFUL DISREGARD OF PERSONS WHO FORESEEABLY MIGHT BE HARMED BY THOSE ACTS OR OMISSIONS.” SIMILARLY, THIS SECTION DOES NOT LIMIT DTX’S TORT LIABILITY UNDER NEW JERSEY LAW RESULTING FROM DTX’s OWN INTENTIONAL OR RECKLESS CONDUCT.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, and its and their respective licensors, licensees, service providers, officers, directors, employees, contractors, agents, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use and/or your use of any of our Sites, including your use of any of our Sites’ content, services, or products other than as expressly authorized in these Terms of Use, your use of any information obtained from any of our Sites and your use of any third-party websites linked from any of our Sites. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.

Dispute Resolution, Governing Laws and Agreement to Arbitrate on an Individual Basis

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

By agreeing to these Terms of Use, you and dtx agree that any and all past, present and future disputes, claims or causes of action between you and dtx arising out of or relating to these Terms of Use, the Sites, the formation of these Terms of Use or any other dispute between you and dtx or any of dtx's licensors, distributors, suppliers or agents (including but not limited to any application store or platform from which the Sites are accessed or downloaded), and whether arising prior to or after your agreement to this Section, (collectively, “Dispute(s)”) will be governed by the procedure outlined below.  For avoidance of doubt, this includes claims that have already accrued, i.e., claims you may have based on events that already have occurred.  You and dtx further agree that any arbitration pursuant to this Section shall not proceed as a class, group or representative action.

Initial Dispute Resolution

dtx wants to address your concerns without needing a formal legal case.  Before filing a claim against dtx, you agree to try to resolve the Dispute informally by contacting  [email protected] .  Similarly, dtx will undertake reasonable efforts to contact you (if we have contact information for you) to resolve any claim we may possess informally before taking any formal action. If a Dispute is not resolved within 30 days after the email noting the Dispute is sent, you or dtx may initiate an arbitration proceeding as described below.  Please note that your failure to engage in this process could result in the award of fees against you in arbitration.

Binding Arbitration

If the parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution begins under the Initial Dispute Resolution provision, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below.

All claims arising out of or relating to these Terms (including their formation, performance and breach), the parties’ relationship with each other and/or your use of the Service shall be finally settled by binding arbitration administered by JAMS in accordance with the provisions of its Streamlined Arbitration and Procedures, excluding any rules or procedures governing or permitting class or representative actions.

Except as set forth in the “Exception - Litigation of Intellectual Property and Small Claims Court Claims” subsection below, the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms of Use, including, but not limited to any claim that all or any part of these Terms of Use are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

Additional Information About JAMS Arbitration Rules

The Streamlined Arbitration Rules governing the arbitration may be accessed at www.jamsadr.com or by calling JAMS at (800) 352-5267. If you commence arbitration in accordance with these Terms of Use, you will be required to pay $250 to initiate the arbitration. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, the arbitrator may require dtx to pay the additional cost. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. If the arbitrator finds the arbitration to be non-frivolous, dtx will pay all of the actual filing and arbitrator fees for the arbitration, beyond the initiation fee (which you shall pay), provided your claim does not exceed $75,000. For claims above $75,000, fees and costs will be determined in accordance with applicable JAMS rules. The arbitration rules permit you to recover attorney’s fees in certain cases.

Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based. The arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions in accordance with JAMS Rule 24 for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11).

The parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this “Dispute Resolution, Governing Laws and Agreement to Arbitrate on an Individual Basis” Section while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction.

Location of Arbitration and Governing Law

The arbitration will be held in English and will take place at any reasonable location within the United States convenient for you, provided that you may opt to proceed videographically or telephonically, in which case we shall do the same.  In such case, these Terms of Use, including the arbitration agreement contained in the Terms of Use, will be interpreted in accordance with the laws of the State of New York without regard to conflict-of-law or choice-of-law principles.  The agreement to arbitrate, its scope and its enforcement shall also be governed by the United States Federal Arbitration Act without regard to conflict-of-law or choice-of-law principles.

Class Action Waiver

The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND DTX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.   Similarly, neither you nor dtx may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a “Collective Arbitration”). Without limiting the generality of the foregoing (and as an illustrative but not exhaustive example), a claim to resolve any Dispute against dtx will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. “Concurrently” for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.

If there is a final judicial determination that applicable law precludes enforcement of this Section’s limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.

Exception - Litigation of Intellectual Property and Small Claims Court Claims

Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).  Further, notwithstanding any other provision herein, including provisions applicable to arbitration of disputes, either party may also elect to have disputes or claims resolved in a small claims court that are within the scope of that court’s jurisdiction.  Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court in your state and county of residence. Seeking such relief shall not waive a party’s right to arbitration under this agreement.

For any dispute not subject to arbitration (and excluding any action brought in small claims court), or any action to compel arbitration, stay proceedings pending arbitration or confirm, modify, vacate or enter judgment on the arbitrator’s aware, you and dtx agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in the State of New York.  

You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.

30-Day Right to Opt Out

You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to [email protected] and 233 Spring Street New York NY 10013.  The notice must be sent within 30 days of the later of (i) your initial agreement to these Terms of Use or (ii) the “Effective as of Date” of these Terms of Use where dtx made a material change to this “DISPUTE RESOLUTION, GOVERNING LAWS AND AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS” section.  Otherwise you are bound to arbitrate disputes in accordance with the terms of these arbitration provisions. If you opt-out of these arbitration provisions, dtx also will not be bound by them.  

Changes to this Section

dtx will provide 30 days’ notice of any changes to this section in a manner that is reasonable and legally valid.  Changes will become effective on the 30th day. Unless you follow the termination procedure described in the “Changes to the Terms of Use” section above before the 30th day, any unfiled claims of which dtx does not have actual notice are subject to the revised section.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Third Party Beneficiaries

Except as otherwise expressly provided in these Terms of Use, there are no third party beneficiaries intended under these Terms of Use.

Assignment

These Terms of Use, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

Entire Agreement

The Terms of Use, and any terms of sale or additional terms and conditions provided by us that may apply to your relationship to us constitute the sole and entire agreement between you and dtx regarding any of our Sites and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding any of our Sites.

Consumer Complaints

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

Course of Conduct/Trade Practice

In accordance with California Civil Code §1789.3, you may report complaints to the Neither the course of conduct between the parties nor trade practice will act to modify these Terms of Use.

Section Titles

The section headings used herein are for convenience only and shall not be given any legal import.

Interpretation

You agree that these Terms of Use will not be construed against dtx by virtue of having drafted them. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

Your Comments and Concerns

Our Sites are operated by the dtx company, 233 Spring St., New York, NY 10013. If you have questions or concerns about the Sites, please email us at [email protected].

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‍API Terms of Use

Updated: May 17th, 2023

These API Terms of Use (these “API Terms”) form a binding contract (“Agreement”) between you (“you” or “your”) and the dtx company dba Flowcode, a Delaware corporation, and the companies and sites it operates, including “Flowcode” “Flowpage” “Flowtag” and flowcode.com (collectively, “Company,” “we,” or “us”). These API Terms govern your access to and use of the API (as defined below).

PLEASE READ THESE API TERMS CAREFULLY.  THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS.  BY ACCESSING OR USING THE API (AS DEFINED BELOW), YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE API TERMS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE API TERMS; AND (C) ACCEPT THESE API TERMS AND AGREE THAT YOU ARE LEGALLY BOUND HEREBY. 

1. Definitions.

1. “API” means the Company’s application programming interface and any API Documentation or other API materials made available by the Company on https://www.flowcode.com/.

2. “API Documentation” means the API documentation described at https://developer.flowcode.com or otherwise provided to you by Company from time to time.

3. “Company Marks” means the Company’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to these API Terms.

4. “Company Offering” means the technology and application software made available by the Company at https://www.flowcode.com.‌

5. “Flowcode Data” means any and all data collected by the Company’s systems in connection with our systems’ processing of Flowcode scans, Flowpage visits and link clicks, or other requests directed to the Company via the API.

6. “Your Applications” means any applications developed by you to interact with the API.

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2. Additional Terms.  These API Terms and the rights and obligations contained herein are in addition to and are incorporated by reference into our Terms of Use (“Terms of Use”). Please read the Terms of Use carefully, as they contain important provisions governing our relationship, including a disclaimer of warranties and limitation of liability. To the extent of any conflict between the API Terms and the rest of the Terms of Use,  these API Terms will govern with respect to the API.  In addition, by using the API or the Company Offering, you hereby consent to our collection, use, disclosure and other handling of personal information through the API or the Company Offering about you or any of your employees, contractors, or agents as set forth in our Privacy Policy.

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3. Modification.  The Company reserves the right to modify these API Terms in accordance with our Terms of Use (See Section entitled “Changes to the Terms of Use”). You should review these API Terms each time before using the API. Your use of the API at any time after a posted change will constitute your acceptance of and agreement to such changes.

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4. License Grant. Subject to and conditioned on your compliance with all terms and conditions set forth in these API Terms (and our Terms of Service and Privacy Policy), we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of this Agreement to: (a) use the API solely for your internal business purposes in developing Your Applications that will communicate and interoperate with the Company Offering; and (b) display certain Company Marks in compliance with usage guidelines that we may specify from time to time solely in connection with the use of the API. You acknowledge that there are no implied licenses granted under these API Terms. We reserve all rights that are not expressly granted. You may not use the API or any Company Marks for any other purpose without our prior written consent. 

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5. Use Restrictions. Except as expressly authorized under these API Terms, you may not (and may not allow others to): (a) reverse engineer, decompile, disassemble, decode, adapt, or translate the API, or otherwise attempt to derive source code, trade secrets or know-how in or underlying any API or any portion thereof; (b) interfere with, modify, disrupt or disable features or functionality of the API, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the API; (c) sell, rent, lease, sublicense, distribute, redistribute, syndicate, copy, modify, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the API or Company Offering to any third party except as expressly permitted herein; (d) make available to a third party, any token, key, password or other login credentials to the API; (e) use the API or Company Offering for any illegal, unauthorized or other improper purposes, including without limitation to store or transmit infringing, libelous, or otherwise unlawful or tortious material, to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights or in a manner that encourages, promotes or enables any of the foregoing; (f) interfere with or disrupt the integrity or performance of the API or Company Offering, including by disrupting the ability of any other person to use or enjoy the API or Company Offering or attempt to gain unauthorized access to the API or Company Offering or related systems or networks; (g) remove or alter any proprietary notices or marks on the API or Company Offering; or (h) combine or integrate the API with any software, technology, services, or materials not authorized by the Company or aggregate content received via the API in a way that users of Your Applications cannot attribute such content to Company

6. Your Applications. You agree to monitor the use of Your Applications for any activity that violates applicable laws, rules, and regulations or these API Terms, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Applications from further use of Your Applications. You are solely responsible for Your Applications and any use of Your Applications, including for example for maintaining your own user agreement and privacy policy for users of Your Applications and complying with those policies. Your user agreement must obligate you and the users of Your Applications to comply with our Terms of Use, including without limitation, these API Terms and our Privacy Policy.

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7. Security and Privacy.

1. Prior to allowing an end user of Your Application to receive any Flowcode product or service through the API, you must require the end user to check a box that has not been prechecked, and this box must be positioned next to the following statement in such a way that it is completely clear that checking the box relates only to the following statement: “I accept the Flowcode Terms of Use and agree to Flowcode’s handling of personal information as described in its Privacy Policy” The phrase “Flowcode Terms of Use” and “Privacy Policy” must be underlined and formatted in such a way that it is completely clear that they are hyperlinks, and they must hyperlink to https://www.flowcode.com/terms-of-service and https://www.flowcode.com/privacy-policy, respectively, or to other URLs that the Company may specify from time to time.

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2. Your Application must include its own user agreement and privacy policy that your users must accept in accordance with applicable law. Your privacy policy must: accurately describe the collection, use, processing, sharing (including for advertising) and disclosure of data; otherwise comply with applicable law; and be at least as protective of personal data as our Privacy Policy. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Applications and that we may deny or revoke access to the API if you do not do so.

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3. Your Applications and any related documents and other materials that you provide to the Company will first be checked by you with Internet industry standard up-to-date antivirus and anti-worm software prior to being introduced to the Company Offering and you will not knowingly or negligently introduce any virus, worm or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Company Offering.

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4. You will promptly notify the Company of any security deficiencies in or intrusions to your networks, operating system, software, web server(s), routers, databases, or computer systems that impact or compromise the API or the Company Offering. You will work with the Company to correct any security deficiency promptly.  In the event of any such security deficiency or intrusion, you will cooperate with us to make any statements (i.e., press, blogs, bulletin boards, etc.) regarding such instance.

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8. Updates. The Company reserves the right to change, suspend, or discontinue any aspect of the API or the Company Offering at any time, including the availability of the API (in each instance, an “Update”). Updates may adversely affect whether and how Your Applications communicate with the API and the Company Offering. You are required to make any changes to Your Applications that are required for integration as a result of such Update at your sole cost and expense.

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9. Fees. The fees applicable to use of the API are set forth here. Further information relating to our subscription plans and billing practices are set out in our Terms of Use. Company reserves the right, in its discretion, to change the fees or charge additional fees for future use of or access to the API. If the Company decides to change the fees or charge additional fees for use of or access to the API, you do not have any obligation to continue to use the API.

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10. Intellectual Property Ownership. You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the API, the Company Offering, the Company Marks, and the Flowcode Data, and (b) you own all right, title, and interest, including all intellectual property rights, in and to Your Applications, excluding the rights listed in clause (a). Except as specifically provided in these API Terms, neither party grants to the other party through these API Terms any intellectual property rights or other propriety rights. You will use best efforts to safeguard the API and Company Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the API and Company Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights. All use by you of the Company Marks, if any, will comply with any usage guidelines that we may specify from time to time. You acknowledge that we may have developed and may develop products or services that compete with Your Applications, or any other products or services, and we have no obligation to make any of these products or services available to you

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11. Feedback. If you (including any of your employees, contractors, and agents) choose to provide us any comments, suggestions or recommendations regarding the API, the Company Marks, or the Company Offering (in written or oral form), such comments, suggestions and recommendations will be Feedback for purposes of our Terms of Use.   

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12. Confidentiality. You may be given access to non-public information, software, and specifications relating to the API and the Company Offering (“Confidential Information”), which is confidential and proprietary to the Company. You may use this Confidential Information only as necessary in exercising your rights granted in these API Terms. You may not disclose this Confidential Information to any third party without the Company’s prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care..

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13. Compliance Audit.  The Company (acting on its own or through a third party agent subject to obligations of confidentiality) shall be entitled to inspect and audit any records or activity related to your access to the Company Offering and the API for the purpose of verifying compliance with these API Terms. The Company may exercise its audit right at any time upon notice. You will provide your full cooperation and assistance with such audit. The rights and requirements of this section will survive for one (1) year following the termination of these API Terms. You will (at your own expense) promptly correct any security flaws determined to exist by the Company based on such audit. You will then promptly certify to the Company in writing that the security flaw has been corrected, along with a description of the corrective action(s) taken.

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14. Term and Termination. The Company may immediately terminate these API Terms, any rights granted herein, and/or your license to the API and Company Marks, at its sole discretion at any time, without liability of any kind, for any or no reason by providing notice to you. You may terminate these API Terms at any time by ceasing your use of and access to the API and Company Marks. Upon termination of these API Terms for any reason all licenses and rights granted to you hereunder also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the API and Company Marks and promptly, but in no event later than ten (10) days after termination, pay to Company all due and unpaid fees. Any terms that by their nature are intended to continue beyond the termination or expiration of these API Terms will survive termination. Termination will not limit any of the Company’s rights or remedies at law or in equity.

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15. Disclaimer of Warranties. THE API, COMPANY OFFERING AND COMPANY MARKS ARE PROVIDED “AS IS” AND SUBJECT TO THE DISCLAIMER OF WARRANTIES SET FORTH IN OUR TERMS OF USE. WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE API, COMPANY OFFERING OR COMPANY MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.‌‌

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16. Indemnification. You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to (a) your use or misuse of the API or Company Marks, (b) your breach of these API Terms or any third-party intellectual property or other (e.g., privacy or publicity) right, (c) Your Applications, including any end user’s use thereof, and (d) any content or other materials provided by You. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would in any manner constitute an admission of fault by us or bind us in any manner or settle a claim hereunder, without our prior written consent.  In the event the Company assumes control of the defense of such claim, the Company shall not settle any such claim requiring payment from you without your prior written approval.

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17. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE USE OF OR INABILITY TO USE THE API, THE COMPANY OFFERING, AND THE COMPANY MARKS SHALL BE SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN OUR Terms of Use. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE API TERMS MUST BE BROUGHT WITHIN TWELVE MONTHS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

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18. Compliance with Laws; Export and Import.  You will comply with all terms and conditions of these API Terms, all applicable laws, rules, and regulations, and all usage guidelines that we may specify from time to time. The API may be subject to U.S. export control laws, including the Export Control Reform Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the API to, or make the API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the API available outside the United States.

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19. Entire Agreement; No Waiver; Severability.  The terms and conditions herein constitute the entire agreement between the parties, and supersede all prior understandings and representations (oral or written) between you and the Company with respect to the subject matter hereof. No waiver, alteration or modification of these API Terms shall be binding on us unless made in writing and signed by an authorized representative of the Company. Our failure to insist upon strict adherence to any term of these API Terms shall not be considered a waiver or deprive us of the right to insist upon strict adherence to that term or any other term of these API Terms. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.

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20. Notices; Electronic Communications.  Any notices to us must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service to 233 Spring St., New York, New York 10013 or by email, with confirmation of receipt, to [email protected]. Without limiting the foregoing, you consent to receiving electronic communications from us (including, for example, notices under these API Terms) in accordance with our Terms of Use.