Terms of Service

1.1 Agreement. These Terms of Service (these "Terms") form a binding agreement between FlowFix and the Agency governing access to and use of the Services. Capitalized terms have the meanings given in Section 2.

1.2 Parties. "FlowFix," "we," "us," and "our" mean Venus Tech, the operator of the FlowFix platform, together with its successors and permitted assigns. "You" means the Agency and, where the context requires, each individual Authorized User.

1.3 Business Use Only. The Services are offered solely for business purposes to agencies and other commercial organizations, and not to consumers. By accessing the Services, you represent that you are acting in a business or professional capacity and are at least eighteen (18) years of age.

1.4 Invite-Only Access. Access to the Services is available only by invitation issued or approved by FlowFix. FlowFix may issue, decline, limit, condition, or revoke any invitation in its sole discretion. Invitations are personal to the invited Agency and recipient and may not be transferred, shared, or resold.

2.1 "Account" means an account established for an Agency to access the Services, including all credentials, sub-accounts, and user seats associated with it.

2.2 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the Agency, and any entity in which any owner, director, officer, or principal of the Agency holds twenty-five percent (25%) or more of the equity or voting interests or exercises managerial control. "Control" means ownership of more than fifty percent (50%) of the voting interests of an entity or the power to direct its management and policies.

2.3 "Agency" means the business entity (or, where no entity exists, the individual conducting business) that is identified in an invitation, on whose behalf an Account is activated, or that receives the benefit of the Services, together with each of its Affiliates that accesses or benefits from the Services.

2.4 "Authorized User" means any individual who accesses the Services through the Agency's Account or using credentials issued to, by, or for the Agency, including owners, employees, contractors, administrators, managers, chatters, agents, and consultants, whether or not the Agency specifically authorized such access.

2.5 "Competing Product" means any software, platform, application, or service, whether commercially available, in development, or for internal use, that provides or is intended to provide functionality substantially similar to any material functionality of the Services, including customer relationship management, agency management, creator management, chatter management, messaging, payout, or performance-tracking functionality for creators on Fanfix or comparable platforms.

2.6 "Competitive Developer" means any person or entity that develops, is developing, or is preparing to develop a Competing Product, or that funds, owns, markets, or commercializes a Competing Product, and any person acting on its behalf.

2.7 "Competitive Development" means designing, specifying, developing, building, testing, training, improving, benchmarking, marketing, or commercializing a Competing Product, or assisting, advising, consulting with, collaborating with, funding, or providing requirements, feedback, or information to any person engaged in any of the foregoing.

2.8 "Confidential Information" means all nonpublic information disclosed or made available by or on behalf of FlowFix, before or after the Agency's acceptance of these Terms, in any form or medium, whether or not marked as confidential, including: (a) nonpublic FlowFix Technology; (b) internal processes and methods; (c) unreleased, beta, or experimental features; (d) product roadmaps and plans; (e) confidential pricing and commercial terms; (f) integrations, integration methods, and technical information; (g) security, performance, and operational information; and (h) business and financial information of FlowFix. Confidential Information does not include information that the Agency can demonstrate by contemporaneous written records (i) is or becomes generally available to the public without breach of these Terms or any other obligation; (ii) was lawfully known to the Agency without restriction before its receipt from FlowFix; (iii) was lawfully received from a third party without restriction and without breach of any obligation owed to FlowFix; or (iv) was independently developed by the Agency without use of or reference to any Confidential Information. Customer Data is not Confidential Information of FlowFix.

2.9 "Customer Data" means data and content submitted to the Services by or for the Agency relating to its own business, creators, chatters, and accounts, and reports generated from such data, excluding FlowFix Technology.

2.10 "Documentation" means the user guides, help materials, and other materials that FlowFix provides regarding the Services.

2.11 "Feedback" means any suggestion, idea, request, or recommendation relating to the Services provided by the Agency or any Authorized User.

2.12 "FlowFix Technology" means the Services and the Documentation, and all software, source code, object code, architecture, data models, databases (excluding Customer Data), application programming interfaces, interfaces, screens, layouts, designs, look and feel, workflows, features, functionality, algorithms, integrations, and know-how embodied in or relating to them, together with all modifications, improvements, and derivative works of any of the foregoing, by whomever created.

2.13 "Intermediary" means any Affiliate, contractor, consultant, agent, nominee, investor, family member, or other person acting at the direction of, on behalf of, for the benefit of, or in concert with the Agency or any Authorized User.

2.14 "Services" means the FlowFix platform, including its web applications, desktop applications, application programming interfaces, integrations, Documentation, updates, and support services, and any successor services.

2.15 "Unauthorized Disclosure" means any disclosure, transmission, display, demonstration, description, publication, or provision of access to Confidential Information or nonpublic FlowFix Technology, including by means of screenshots, screen recordings, live or recorded demonstrations, documentation, workflow descriptions, feature lists, technical information, exports that reveal the nonpublic structure, features, or workflows of the Services, or Account credentials or sessions, to any person not permitted to receive it under these Terms, without FlowFix's prior written authorization.

3.1 Notice. FlowFix provides notice of these Terms, including a link to their current version, in invitation communications and on or before the screen through which an Account is activated or the Services are first accessed. The current version of these Terms is available at all times at www.flowfixapp.com/terms-of-service.

3.2 Acceptance. You accept these Terms when, after receiving notice of them, you accept an invitation, activate an Account, log in to the Services, or otherwise access or use the Services. If you do not agree to these Terms, you must not accept the invitation and must not access or use the Services.

3.3 Authority to Bind the Agency. If you accept these Terms on behalf of an Agency, you represent and warrant that you have the authority to bind the Agency, and the Agency is bound by these Terms. If you lack such authority, (a) you are individually bound by these Terms to the extent permitted by law, and (b) the Agency will be bound by these Terms if it ratifies your acceptance, including by permitting its Authorized Users to continue to use the Services, paying fees, or accepting the benefits of the Services after its owners, officers, or managers have received notice of these Terms.

3.4 Authorized Users. Each Authorized User's access to the Services is conditioned on compliance with these Terms. The Agency shall inform each Authorized User of these Terms before granting access and shall ensure that each Authorized User complies with them.

3.5 Records of Notice and Acceptance. FlowFix maintains records, in the ordinary course of business, of invitations sent, notices presented, Account activations, logins, and the version of these Terms in effect at each such event. The Agency agrees that such records may be used to establish notice and acceptance, subject to applicable rules of evidence.

3.6 Order of Precedence. If FlowFix and the Agency have executed a separate written agreement governing the Services, that agreement controls to the extent of any express conflict with these Terms. Any terms contained in a purchase order, invoice, or other document issued by the Agency are rejected and have no effect.

4.1 License. Subject to these Terms, FlowFix grants the Agency, during the term of these Terms, a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for its Authorized Users to access and use the Services solely for the Agency's internal business operations and in accordance with the Documentation.

4.2 Credentials. Credentials are personal to the Authorized User to whom they are issued and may not be shared. The Agency is responsible for all activity under its Account and for maintaining the security of all credentials, and shall notify FlowFix promptly of any unauthorized access to or use of the Account.

4.3 Ownership. FlowFix and its licensors own all right, title, and interest in and to the FlowFix Technology, including all intellectual property rights therein. All rights not expressly granted in these Terms are reserved. No rights are granted by implication, estoppel, or otherwise.

4.4 Customer Data. As between the parties, the Agency owns its Customer Data. The Agency grants FlowFix a non-exclusive license to host, process, and use Customer Data to provide, secure, support, and improve the Services, to comply with applicable law, and to create aggregated and de-identified data that does not identify the Agency or any individual. The Agency represents that it holds all rights and consents necessary for such processing. Personal information is handled in accordance with the FlowFix Privacy Policy.

4.5 Feedback. FlowFix may use any Feedback without restriction and without obligation to the Agency or any Authorized User.

4.6 Fees. If the Services are provided for a fee, the Agency shall pay the fees set out in the applicable order, invoice, or written pricing communication. Fees are exclusive of taxes and, except as required by law or as expressly stated in these Terms, are non-refundable.

5.1 Restrictions. The Agency shall not, and shall not permit any Authorized User or Intermediary to, directly or indirectly:

1. copy, modify, translate, adapt, or create derivative works of any FlowFix Technology;
2. reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, object code, underlying structure, algorithms, data models, or application programming interfaces of the Services, except as permitted under Section 5.2;
3. scrape, crawl, or use any automated means to extract data, features, or content from the Services, other than through export functions provided by FlowFix for Customer Data;
4. replicate, imitate, or reproduce the design, layout, look and feel, workflows, feature set, or functionality of the Services in any other product or service;
5. conduct, publish, or disclose any benchmarking, comparative, or competitive analysis of the Services, or access the Services for the purpose of gathering competitive intelligence, without FlowFix's prior written consent;
6. access or use the Services to build, or to assist any person in building, a Competing Product;
7. sublicense, sell, resell, rent, lease, time-share, or otherwise make the Services available to any person other than Authorized Users, or use the Services on a service bureau basis;
8. circumvent, disable, or interfere with any security feature, access control, usage limit, identifier, or watermark, or remove any proprietary notice;
9. use the Services in violation of applicable law or the rights of any third party; or
10. interfere with or disrupt the integrity, security, or performance of the Services.

5.2 Non-Waivable Statutory Rights. To the extent applicable law grants a right to decompile or analyze software that cannot be waived by contract, including for purposes of interoperability, the Agency may exercise that right only to the minimum extent required, only after giving FlowFix written notice and a reasonable opportunity to provide the necessary information, and any information so obtained is Confidential Information subject to Sections 6 and 7.

6.1 Use and Protection. The Agency shall use Confidential Information solely to exercise its rights and perform its obligations under these Terms, shall disclose it only to Authorized Users who need to know it for that purpose and who are bound by written obligations at least as protective as these Terms, and shall protect it using at least the degree of care it uses for its own confidential information of similar importance, and in no event less than reasonable care.

6.2 Prohibition on Unauthorized Disclosure. The Agency shall not make, and shall ensure that no Authorized User or Intermediary makes, any Unauthorized Disclosure. Without FlowFix's prior written authorization, no nonpublic feature, screenshot, screen recording, workflow, documentation, technical information, or Account access may be shared with any Competitive Developer, or with any person whom the Agency knows or reasonably should know will provide it to a Competitive Developer.

6.3 Ordinary Business Use. Section 6.2 does not restrict the Agency from sharing its own Customer Data, or reports of Customer Data, in the ordinary course of business with its creators, professional advisors, or service providers who are bound by confidentiality obligations, provided that such sharing is not made to a Competitive Developer for purposes of Competitive Development and does not disclose nonpublic FlowFix Technology.

6.4 Compelled Disclosure. If the Agency is required by law, regulation, or court order to disclose Confidential Information, it shall, where legally permitted, give FlowFix prompt written notice and reasonable cooperation so that FlowFix may seek a protective order or other remedy, and shall disclose only the portion of Confidential Information that it is legally required to disclose.

6.5 Return or Destruction. Upon termination of these Terms, or upon FlowFix's written request at any time, the Agency shall promptly return or destroy all Confidential Information in its possession or control and, upon request, certify such return or destruction in writing, except for copies retained in automated backups or as required by law, which remain subject to this Section 6.

6.6 Duration. The obligations in this Section 6 continue during the term of these Terms and for five (5) years after its termination, except that, with respect to any Confidential Information that constitutes a trade secret under applicable law, such obligations continue for as long as that information remains a trade secret.

6.7 Protected Activity. Nothing in these Terms prohibits any person from reporting a possible violation of law to any governmental agency or from making any disclosure protected by applicable whistleblower law. Pursuant to the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

7.1 Prohibited Competitive Misuse. The Agency shall not, and shall ensure that no Authorized User or Intermediary will, directly or indirectly, use any Confidential Information, nonpublic FlowFix Technology, or information obtained through access to the Services to engage in, assist, advise, consult on, collaborate in, fund, or facilitate Competitive Development, or to help any person develop, improve, or commercialize a Competing Product.

7.2 Specific Prohibited Conduct. Without limiting Section 7.1, the Agency shall not, directly or indirectly:

1. provide to any Competitive Developer any requirements, specifications, feature lists, workflow descriptions, screenshots, recordings, demonstrations, test results, or feedback derived from the Services;
2. act as a design partner, advisor, consultant, beta tester, or pilot customer for a Competing Product in any manner that uses or discloses Confidential Information or information obtained through the Services;
3. permit any Competitive Developer to access, view, or observe the Services or any Account, including through shared credentials, screen sharing, remote access, or in-person demonstration; or
4. engage in any of the foregoing through any Affiliate, contractor, or other Intermediary.

7.3 Lawful Competition Not Restricted. These Terms do not prohibit the Agency from (a) evaluating, purchasing, or using any other product or service, or ceasing to use the Services, or (b) independently developing, or engaging others to independently develop, any product or service without use of or reference to Confidential Information, nonpublic FlowFix Technology, or information obtained through the Services. The Agency's obligations under Sections 5 and 6 and Sections 7.1 and 7.2 continue to apply in all such circumstances.

7.4 Demonstration of Independent Development. If FlowFix gives the Agency written notice describing a reasonable, good-faith basis to believe that Competitive Development undertaken by or with the assistance of the Agency, any Authorized User, or any Intermediary has used Confidential Information or information obtained through the Services, the Agency shall, within ten (10) business days, provide information reasonably sufficient to demonstrate that such development was independent. FlowFix shall treat such information as confidential.

7.5 Access by Competitive Developers. No Competitive Developer may access the Services, whether as an Agency or as an Authorized User, without FlowFix's prior written consent. Because access to the Services is by invitation only, FlowFix may decline to continue providing the Services to any Agency that is, or whose Affiliate is, a Competitive Developer, or that FlowFix reasonably determines is engaged in or materially assisting Competitive Development, in accordance with Section 13.

7.6 Duty to Notify. The Agency shall notify FlowFix promptly in writing upon becoming aware of any actual or reasonably suspected breach of Section 5, 6, or 7 by any Authorized User or Intermediary.

8.1 Responsibility. The Agency is responsible and liable for all acts and omissions of its Authorized Users and Intermediaries in connection with the Services, the Account, or Confidential Information, as if they were the Agency's own acts and omissions. Any act or omission of an Authorized User or Intermediary that would breach these Terms if committed by the Agency constitutes a breach by the Agency.

8.2 Scope. The Agency's responsibility under Section 8.1 applies whether or not the relevant individual acted within the scope of their employment or engagement, to the extent permitted by applicable law.

8.3 Personnel Obligations. The Agency shall ensure that each Authorized User and Intermediary that receives access to the Services or to Confidential Information is bound by written confidentiality and use obligations no less protective of FlowFix than these Terms.

8.4 Removal of Access. The Agency shall promptly remove access to the Services for any Authorized User whose employment or engagement ends, or whom the Agency knows or reasonably suspects has breached these Terms.

9.1 Monitoring. FlowFix may monitor use of the Services, including access, activity, and export logs, and may apply technical measures such as identifiers or watermarks to detect and investigate misuse, in accordance with the FlowFix Privacy Policy and applicable law.

9.2 Investigation and Certification. If FlowFix reasonably suspects a breach of these Terms, the Agency shall, within ten (10) business days of FlowFix's written request, (a) provide a written certification of its compliance signed by an owner or officer of the Agency, and (b) cooperate in good faith with FlowFix's investigation, including by providing relevant, non-privileged information that FlowFix reasonably requests.

9.3 Preservation of Evidence. Upon receiving notice of a suspected breach or a dispute, the Agency shall preserve all documents, communications, and electronically stored information reasonably relevant to it.

9.4 Suspension. FlowFix may suspend access to the Services for the Agency or any Authorized User, in whole or in part, immediately and without prior notice, if FlowFix reasonably believes that (a) a breach of Section 5, 6, 7, or 8 has occurred or is threatened; (b) suspension is necessary to protect the Services, other customers, or the FlowFix Technology; or (c) suspension is required by law. FlowFix will use reasonable efforts to notify the Agency of any suspension and, where appropriate, of the steps required to resolve it.

9.5 Injunctive Relief. The Agency acknowledges that a breach or threatened breach of Section 4.3, 5, 6, 7, or 8 may cause FlowFix irreparable harm for which monetary damages would be an inadequate remedy. FlowFix may seek temporary, preliminary, and permanent injunctive relief and specific performance in any court of competent jurisdiction, in addition to any other remedy and, to the extent permitted by law, without posting a bond or proving actual damages.

10.1 Available Remedies. In the event of a breach of these Terms, FlowFix may pursue all remedies available at law or in equity, including (a) actual damages; (b) lost profits, to the extent recoverable under applicable law; (c) restitution, unjust enrichment, and disgorgement of profits attributable to the breach; and (d) remedies available under the Defend Trade Secrets Act, applicable state trade secret laws, the Copyright Act, and other applicable intellectual property laws.

10.2 Attorneys' Fees. In any action or proceeding arising out of or relating to Section 4.3, 5, 6, 7, or 8, or to enforce FlowFix's intellectual property rights, the prevailing party is entitled to recover its reasonable attorneys' fees, costs, and expenses, to the extent permitted by applicable law.

10.3 Indemnification. The Agency shall defend, indemnify, and hold harmless FlowFix and its affiliates, officers, employees, and agents from and against any third-party claim, and all related losses, damages, liabilities, costs, and reasonable attorneys' fees, arising out of or relating to (a) any breach of these Terms by the Agency, any Authorized User, or any Intermediary; (b) Customer Data; or (c) the Agency's violation of applicable law or of any third party's rights. FlowFix will give the Agency prompt notice of any such claim and reasonable cooperation at the Agency's expense, and the Agency shall not settle any claim in a manner that imposes obligations on FlowFix without FlowFix's prior written consent.

10.4 Cumulative Remedies. FlowFix's rights and remedies under these Terms are cumulative and in addition to any other rights and remedies available at law or in equity.

11.1 EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLOWFIX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. FLOWFIX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPATIBLE WITH ANY THIRD-PARTY PLATFORM.

12.1 Exclusion of Certain Damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY THE AGENCY TO FLOWFIX DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, AND (B) ONE HUNDRED UNITED STATES DOLLARS (USD 100).

12.3 Excluded Claims. "Excluded Claims" means (a) any breach by the Agency, any Authorized User, or any Intermediary of Section 5, 6, 7, or 8; (b) infringement or misappropriation of a party's intellectual property rights; (c) the Agency's indemnification obligations; (d) the Agency's payment obligations; (e) a party's gross negligence, willful misconduct, or fraud; and (f) any liability that cannot be limited or excluded under applicable law.

12.4 Basis of the Bargain. The parties agree that the limitations in this Section 12 reflect a reasonable allocation of risk and form an essential basis of the bargain between them.

13.1 Term. These Terms apply from the Agency's acceptance until all Accounts of the Agency have been terminated.

13.2 Termination by the Agency. The Agency may terminate these Terms at any time by giving written notice to FlowFix and ceasing all use of the Services.

13.3 Termination by FlowFix. FlowFix may terminate these Terms or any Account (a) immediately upon written notice for any breach of Section 5, 6, 7, or 8, or for any other material breach that is not cured within ten (10) days after written notice; (b) immediately upon written notice where required by law or as permitted under Section 7.5; or (c) for any reason upon thirty (30) days' written notice, consistent with the invite-only nature of the Services.

13.4 Effect of Termination. Upon termination, all rights granted to the Agency end and the Agency and its Authorized Users shall cease all use of the Services, and Section 6.5 applies. Upon written request made within thirty (30) days after termination, FlowFix will make Customer Data available for export in a standard format, except that, where termination results from a breach of Section 5, 6, or 7, FlowFix may condition such export on measures reasonably necessary to prevent further misuse. If FlowFix terminates under Section 13.3(b) on the basis of Section 7.5, or under Section 13.3(c), FlowFix will refund any prepaid fees for the unused portion of the then-current billing period.

14.1 The following provisions survive the termination or expiration of these Terms, to the extent enforceable under applicable law: Sections 1, 2, 3.3, 3.5, 4.3, 4.5, 5 (with respect to any FlowFix Technology or Confidential Information obtained or retained), 6 (for the duration stated in Section 6.6), 7.1, 7.2, 7.4, and 7.6 (for the duration stated in Section 6.6), 8, 9.2, 9.3, 9.5, 10, 11, 12, 13.4, and 14 through 20, together with all payment obligations and all liabilities accrued before termination.

15.1 Updates. FlowFix may modify these Terms from time to time. FlowFix will post any revised Terms at www.flowfixapp.com/terms-of-service with an updated "Last Updated" date and version number.

15.2 Notice of Material Changes. For changes that FlowFix reasonably determines to be material, FlowFix will give at least thirty (30) days' notice before the changes take effect, by email to the Agency's Account administrators, by notice within the Services, or both. Changes that are not material, or that are required by law or necessary to address a security or legal risk, may take effect upon posting or on the date stated in the notice.

15.3 Acceptance of Revised Terms. Continued access to or use of the Services after the effective date of revised Terms constitutes acceptance of the revised Terms, to the extent permitted by law. If the Agency does not agree to revised Terms, it must stop using the Services and may terminate under Section 13.2 before their effective date, and if such termination results from a material change, FlowFix will refund any prepaid fees for the unused portion of the then-current billing period. Where applicable law requires affirmative consent to a change, FlowFix will obtain that consent in a manner consistent with that law before the change applies to the Agency.

15.4 No Retroactive Effect. Revised Terms apply only to conduct occurring, and to claims arising, after their effective date. Disputes relating to conduct occurring, or claims arising, before that date are governed by the version of these Terms in effect at that time.

15.5 Prior Versions. FlowFix maintains copies of prior versions of these Terms and will provide them upon request.

16.1 These Terms, and any dispute or claim arising out of or relating to them or to the Services, including non-contractual disputes and claims, are governed by the laws of the State of Delaware and the applicable federal laws of the United States, without regard to conflict-of-laws principles. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of Section 17. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Terms.

17.1 Informal Resolution. Before commencing arbitration, a party shall give the other party written notice describing the dispute, and the parties shall attempt in good faith to resolve it for thirty (30) days. This requirement does not apply to proceedings under Section 17.3.

17.2 Binding Arbitration. Except as provided in Section 17.3, any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including their formation, interpretation, performance, breach, termination, enforceability, or validity, and the arbitrability of any dispute, shall be finally resolved by binding arbitration administered by the International Centre for Dispute Resolution under its International Arbitration Rules where either party is domiciled outside the United States, and otherwise by the American Arbitration Association under its Commercial Arbitration Rules. The seat and place of arbitration is New York, New York. The arbitration shall be conducted in English before a single arbitrator, who may award any remedy available at law or in equity that is consistent with these Terms. Judgment on the award may be entered in any court of competent jurisdiction. The parties intend that any award be recognized and enforced under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958).

17.3 Exceptions. Either party may bring an action in court (a) for temporary, preliminary, or permanent injunctive relief or other equitable relief relating to intellectual property rights, Confidential Information, or Section 5, 6, or 7; or (b) to compel arbitration or to confirm, enforce, or vacate an arbitral award. FlowFix may seek relief under this Section 17.3 in any court of competent jurisdiction, including the courts of any jurisdiction in which the Agency is organized, operates, or holds assets.

17.4 Courts. Except for actions that FlowFix brings in another jurisdiction under Section 17.3, any action permitted to be brought in court shall be brought exclusively in the state or federal courts located in the State of Delaware. Each party submits to the personal jurisdiction of those courts and waives any objection based on venue or forum non conveniens.

17.5 Class and Representative Waiver. All proceedings shall be conducted on an individual basis. Neither party may bring or participate in any class, collective, consolidated, or representative proceeding against the other.

17.6 Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY COURT ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

17.7 Service of Process. In addition to any method permitted by law, including the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents where applicable, the Agency consents to service of process by email to the email address of its Account administrators and by courier to its last known business address, to the extent permitted by the law of the place of service.

17.8 Confidentiality of Proceedings. Arbitration proceedings and awards are confidential, except to the extent disclosure is necessary to enforce an award or is required by law.

18.1 Mandatory Local Law. Where the mandatory law of the jurisdiction in which the Agency is organized or operates applies notwithstanding the choice of law in Section 16, these Terms apply to the maximum extent permitted by that law, and any affected provision is limited or modified only to the minimum extent necessary to comply with it. All other provisions remain in full force and effect.

18.2 Export Controls and Sanctions. The Agency shall comply with all applicable export control and economic sanctions laws, and represents that neither it nor any Authorized User is located in, organized under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive United States sanctions, or is identified on any United States government restricted-party list.

18.3 Data Transfers. The Agency acknowledges that Customer Data may be processed in the United States and in other countries. Where applicable data protection law requires a data processing agreement or a lawful transfer mechanism, FlowFix will make one available upon request.

18.4 Language. These Terms are drafted in English. Any translation is provided for convenience only, and the English version controls.

19.1 Severability and Reformation. If any provision of these Terms is held invalid or unenforceable in any jurisdiction, that provision shall be enforced to the maximum extent permissible and reformed to the minimum extent necessary to make it enforceable, the remaining provisions shall remain in full force and effect, and such holding shall not affect the validity or enforceability of that provision in any other jurisdiction.

19.2 Assignment. The Agency may not assign or transfer these Terms, whether by operation of law, change of control, or otherwise, without FlowFix's prior written consent. FlowFix may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.

19.3 Electronic Communications. The parties agree that notices, agreements, and other communications provided electronically satisfy any legal requirement that such communications be in writing, consistent with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq.

19.4 Notices. Notices to FlowFix must be sent to contact@venustech.ai. Notices to the Agency may be sent to the email address of any of its Account administrators and are effective upon sending, unless FlowFix receives notice of non-delivery.

19.5 Entire Agreement. These Terms, together with the FlowFix Privacy Policy and any written agreement described in Section 3.6, constitute the entire agreement between the parties regarding their subject matter and supersede all prior and contemporaneous understandings regarding that subject matter.

19.6 Waiver. No failure or delay in exercising any right under these Terms operates as a waiver of that right, and no waiver is effective unless made in writing.

19.7 Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between them.

19.8 No Third-Party Beneficiaries. These Terms do not confer any rights or remedies on any person other than the parties and their permitted successors and assigns.

19.9 Force Majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, except for payment obligations.

19.10 Interpretation. In these Terms, "including" means "including without limitation," and headings are for convenience only. No provision shall be construed against either party on the basis that it drafted the provision.

20.1 Questions regarding these Terms may be directed to contact@venustech.ai.