Term of use
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Acceptance of Terms

These Terms of Service (this “Agreement”) between Flapjack Inc (“we”, “us” or “Flapjack”) and you, govern your access and use of our project management platform made available through www.flapjack.co (this “Site”) and the monthly plan or other services we provide (the “Services”). By using this Site and accessing our Services in any manner, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

This Site is controlled and operated by us from our offices within the United States. We make no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where its contents are illegal is prohibited. Those who choose to access this site from locations outside the United States are responsible for compliance with all applicable laws.
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Use of the Services

The date of successful payment collection information is the official start date of your trial and monthly plan. Subject to your compliance with this Agreement, as well as your monthly plan for an applicable plan and our timely receipt of your associated payment(s), we will make the applicable Services available to you during the term to which you have purchased.

While we accept unlimited requests and revisions, our output volume depends on many factors, namely depending on your purchased plan and the complexity of your projects. We will provide you with a comprehensive timeline at the beginning of each project to make the deadline and the required steps as clear as possible.

The speed of the deliverables is determined by your purchased monthly plans. What we can create with a single monthly plan depends on many factors, including, but not limited to: (i) the type of plan; (ii) the volume of requests; (iii), and the complexity of requests.
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You are the owner and/or controller of all of your information, data, or materials that you provide to us to use the Services (“Customer Content”). By submitting Customer Content to us, you are representing that you are the owner of such Customer Content and/or have the necessary rights, licenses, and authorization to distribute it. You grant us a worldwide, royalty-free, non-exclusive license to access and use Customer Content to provide the Services.

You are, and will be, the sole and exclusive owner of all right, title, and interest in and to the deliverables, including all intellectual property rights therein. We agree that with respect to any deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. §101, such deliverables are deemed a “work made for hire” for you. To the extent that any deliverables do not constitute a “work made for hire,” we irrevocably assign you all right, title, and interest throughout the world in and to the deliverables, including all intellectual property rights therein. Notwithstanding the foregoing, the terms of this Section are subject to your compliance with this Agreement and your full payment of applicable amounts due.

In the course of providing the Services, we may use certain pre-existing materials. We and our licensors are, and will remain, the sole and exclusive owners of all right, title, and interest in and to any pre-existing materials. We grant you a perpetual, limited, royalty-free, non-transferable, non-sublicensable, worldwide license to use, display, and distribute any pre-existing materials to the extent incorporated in, combined with, or otherwise necessary for the use of the Services or deliverables. We expressly reserve all other rights in and to such pre-existing materials.

All virtual client interactions with any persons of flapjack are recorded for quality assurance purposes. All confidential information shared within these interactions are secured and protected.
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Canceling Your Monthly Plan or Trial

If you decide to cancel your trial, you don't need to pay anything and any processed payment will be refunded. If you decide to continue your plan after the trial, the 2-week trial period counts toward your first month of service and you'll be responsible for payment on the final date of your 2-week trial by 11:59 PM. After the 2-week trial, you must pay the fees in full, in such amounts, and for such billing frequency as specified during registration.

The date of payment collection information is the official start date of your trial and monthly plan. Upon the cancelation of the trial you will lose your right to use any of the delivered work. There will be serious consequences for using the delivered work if you decide to cancel your trial. New project requests cannot be made under any plan that has already been cancelled. Revision requests can only be made up to 2 business days prior to a plan’s last day.

All files produced and saved by flapjack during a client’s plan will be deleted after termination of the plan.

Although your payment will be set to recurring after the trial, you can always cancel your monthly plan with 7 days notice before the renewal date. To request for cancelation you must email howdy@flapjack.co. Once you cancel your monthly plan, you are not required to pay anything at the cancelation or moving forward. You can come back and purchase a new plan whenever you want in the future. If you wish to keep your creative director on hold, you may pause your plan (see section below)*

The Provided Service

Unlimited requests and revisions: You can submit as many project requests as you desire. However, we always add requests to our shared timeline and execute on deliverables in a linear model. The final delivery time for each project will be set by your assigned account manager.

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Portfolio Rights

You hereby grant us a limited, nonexclusive, non-sublicensable, royalty-free worldwide license to use, publish, and display any deliverables that we develop in connection with the Services for the purpose of marketing and advertising (the “Portfolio Rights License”). You may revoke the Portfolio Rights License during the onboarding process or at any time by sending written notice to howdy@flapjack.co. If you revoke the Portfolio Rights License, we will stop using your deliverables for marketing and advertising purposes. You understand that your deliverables may continue to exist elsewhere online such as where the deliverables have been used by others in accordance with the Portfolio Rights License.

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Business Hours

Flapajck does not operate business on weekends and both federal (Observed Holidays) and company-specific holidays. The following holidays are subject to closed business hours: New Years Day , Martin Luther King Jr. Day, President’s Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Indigenious Peoples Day, Thanksgiving (and day after), Christmas Eve, Christmas Day (and day after), New Years Eve

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The Associated Monthly Fee

Use of our Services requires you to register online with our trial a the payment link provided and agree to these terms and conditions.
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There is no long term commitment to your monthly plan and you can pay for the service through ACH. You’ll be responsible to pay us on the recurrence you signed up for until you cancel your plan.

The following payments of your monthly plan are due one day before your plan renews by 11:59 PM unless you cancel your plan through your dashboard at least 7 days in advance before renewal. If you fail to pay on time, your plan will be suspended and you’ll loose access to your account manager director and team, as well as the right to use the delivered work.

Each company is entitled to one trial only every six months. This means if you had a trial within the past 6 months you won't be qualified for another trial, however, you can always sign up with flapjack without a trial period.

All amounts owed under this Agreement are non-cancelable and non-refundable, except as specifically mentioned in the Canceling Your Monthly Plan or Trial section. We do not provide refunds or credits for partial months of service, downgrades, or unused time.

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Confidential Information

For purposes of this Agreement, the term “Confidential Information” means non-public or proprietary information, including, without limitation, information relating to current or future business, products and services, research, images, development, design details and specifications, and marketing plans.

During the course of our relationship, you may disclose to us your Confidential Information. We agree to hold in confidence and not disclose to any third party any of your Confidential Information, except as approved or directed in writing by you, and will use your Confidential Information for no purpose other than for the Services. We will limit access to your Confidential Information to only those employees, officers, directors, contractors, representatives, and agents who are involved in providing Services to you. We will be responsible to you for any breach of this provision by our employees, officers, directors, contractors, representatives, and agents.

During the course of our relationship, we may similarly disclose to you our Confidential Information. You agree to hold in confidence and not disclose to any third party any of our Confidential Information, except as approved or directed in writing by us, and will use our Confidential Information for no purpose, except as permitted by this Agreement. You will limit access to our Confidential Information to only those employees, officers, directors, contractors, representatives, and agents to whom it is necessary to disclose our Confidential Information. You will be responsible to you for any breach of this provision by your employees, officers, directors, contractors, representatives, and agents.

Notwithstanding anything to the contrary in this Agreement, the following is not Confidential Information: (a) information that was in the public domain at the time of its disclosure or has entered the public domain without breach of this Agreement; (b) information that was already in the rightful possession of a party at the time of disclosure; (c) information that is independently developed by a party without breaching this Agreement; or (d) information that becomes known to a party, without restriction, from a third-party source not directly or indirectly involving a breach of this Agreement.

The confidentiality obligations under this Agreement will survive for five (5) years after the termination of this Agreement.

Term and Termination

This Agreement will expire and terminate upon the expiration or termination of your account or monthly plan to a Service. All sections of this Agreement which by their nature should survive termination will survive termination, including but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

We may terminate this Agreement at any time upon notice if you default or breach this Agreement. Upon expiration or termination of your account or monthly plan to a Service, all rights under this Agreement relating to such Service will immediately terminate, you will lose all access to the applicable Service, including access to your account and Customer Content or other files. If we terminate the Agreement for your breach, any licenses to Licensed Content will terminate.

Disclaimer of Warranties

We represent and warrant that you will receive a good and valid title licenses to all deliverables, free and clear of all encumbrances and liens of any kind, except for Licensed Content and other pre-existing materials, which may be subject to additional terms and restrictions. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, THE SITE AND THE SERVICES ARE PROVIDED “AS IS, AS AVAILABLE”. WE MAKE NO PROMISES ABOUT OUR SERVICES AND, TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND OTHER VIOLATION OF RIGHTS, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE.

Privacy Policy

Our privacy policy, which can be found at https://www.flapjack.co/privacy-policy (the “Privacy Policy”), describes how we may use your personal information. By continuing to use this Site, you accept the Privacy Policy, which is incorporated herein by reference. If you object to your personal information being used as described in the Privacy Policy, please leave this Site immediately. You must be at least age 18 to access this Site.

Liability Waiver

WE WILL NOT BE RESPONSIBLE FOR ANY LOST PROFITS, REVENUES, DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS SITE. TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED OR EXPRESSED WARRANTIES, SHALL NOT EXCEED FIFTY DOLLARS, REGARDLESS OF THE CAUSE OF ACTION, IN TORT, CONTRACT, OR OTHERWISE. THIS PARAGRAPH DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND COSTS, ARISING OUT OF OR IN ANY WAY CONNECTED TO CUSTOMER CONTENT OR USE OF THE SERVICES OR ANY DELIVERABLES. YOU SHALL COOPERATE AS REQUIRED BY US IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU WILL NOT, IN ANY EVENT, SETTLE ANY CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.

Links to Third-Party Platforms

If this Site is available through any third-party platform, or if we provide links from this Site to any third-party platform, then we do not accept responsibility for any content or practices of such third parties.

Digital Millennium Copyright Act

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Site infringe your copyright, you may request removal of those materials from this Site by submitting written notification to our agent designated below.

Any content (text, documents, PDF, images, videos, files) you send us during the collaboration is considered “Your Content” and you are held 100% liable for copyright infringement. We do not provide any copyrights, trademarks, or licenses research when using your content. Flapjack only takes responsibility for the copyright infringement of the content that is created by flapjack team. If there is any infringement occurs in bad faith then we take the necessary steps to resolve the issue.

In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the ”DMCA Notice”) must include substantially the following: (1) your physical or electronic signature; (2) Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on this Site, a representative list of such works; (iii) Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (iv) Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (v) A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (vi) A statement that the information in the written notice is accurate; (vii) A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated agent to receive DMCA Notices is: Patrick McDonnell
howdy@flapjack.co

Flapjack Inc
169 Noe St. San Francisco, California 94114

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Disputes Resolution and Choice of Forum

This Agreement is governed by, and construed in accordance with, the laws of the State of New York, without regard to any choice of law, conflicts of law, or other principles that would result in the application of the laws or regulations of any other jurisdiction. Any legal action, claim, or proceeding relating to or arising out of this Agreement shall be instituted in a state or federal court of competent jurisdiction in Manhattan, New York. The parties agree to submit to the exclusive jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

THE PARTIES AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

THE PARTIES AGREE THAT ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF USE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

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Assignment

This Agreement and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder, without our prior written consent. We may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.

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Severability

If anyone or more of the provisions of this Agreement is for any reason held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect, and the invalid, illegal or unenforceable provision(s) will be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).

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Non-Waiver

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of this Agreement or any breach, in any one instance, will not waive such term or condition or any subsequent breach.

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Force Majeure

If we are unable to perform any obligation under this Agreement because of any matter beyond our reasonable control, including but not limited to a pandemic or widespread outbreak of infectious diseases, government shutdown, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial/labor disputes (whether or not involving our employees), acts of government, loss of or problems with telecommunications, utility services or other third-party services, and hostile network attacks (each, a “Force Majeure Event”), we will have no liability to you for such failure to perform; provided, however, that we will resume performance promptly upon removal of the circumstances constituting the Force Majeure Event.

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Entire Agreement

If you have executed a separate agreement with us applicable to your access to and use of this Site or our Services, then the terms and conditions of that agreement prevail to the extent of any conflict with this Agreement. In all other cases, this Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior communications and proposals.

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