SubscriptionFlow Products & Services Agreement

SubscriptionFlow Inc

165 Broadway
23rd Floor
New York
NY 10006
USA

SubscriptionFlow Ltd

40 Wellington Pl
Warley
Brentwood CM14 5XD
United Kingdom

Acceptance of Terms

By registering for our services, downloading, installing, or otherwise accessing and utilizing the SubscriptionFlow platform, you acknowledge that you have perused, comprehended, and consented to this Agreement. You also affirm your commitment to adhere to the terms contained herein, as well as all terms, policies, and guidelines referenced in this Agreement (including our Privacy Policy).

Failure to agree to this Agreement implies that you are not authorized to employ the Services in any manner. Access to and usage of the Services is contingent on your acceptance of this Agreement.

We hold the privilege to make adjustments to this Agreement on a periodic basis. When such changes occur, we will amend the “Last Updated” date. These changes become effective upon publication. It is your duty to routinely review this Agreement and stay informed about any modifications. The most up-to-date version of this Agreement will supersede all prior iterations. By continuing to use our Services subsequent to the publication of these changes, you signify your consent to the updated Agreement. Any disputes arising from this Agreement will be addressed in accordance with the terms in effect at the time when the dispute originated.

This Agreement delineates the terms and conditions for the use of our SubscriptionFlow platform, specifically designed to streamline subscription management for your business.

Definitions and Interpretation

1.1 In these Terms of Use, the following terms are defined as indicated in this Section 1.1:

• “Acceptable Use Policy” refers to the SubscriptionFlow acceptable use policy.
• “Affiliate Entity” means any corporation, partnership, limited liability company, or other legal entity, whether directly or indirectly controlling, being controlled by, or under joint control with SubscriptionFlow, as may be applicable.
• “Subscribers” means subscribers to the SubscriptionFlow platform to manage subscriptions, including individuals, businesses, and organizations.
• “Subscription Terms” refers to the terms and conditions governing the use of SubscriptionFlow, including individual terms for Subscribers, business clients, and organizations.
• “Payment Card” encompasses any type of credit card, debit card, or pre-paid card issued by an Issuer under a Card Scheme.
• “Card Scheme” encompasses prominent card networks such as Visa, MasterCard, American Express, and other relevant bodies that provide Payment Cards and oversee their acceptance. This also includes alternative payment methods and schemes as recognized by SubscriptionFlow.
• “Chargeback” refers to a transaction that has been successfully reversed, in whole or in part, upon the request of a Subscriber or a payment method provider, in accordance with applicable Payment Scheme Rules.
• “Subscriber Terms” denote the terms governing the use of SubscriptionFlow by Subscribers.
• “SubscriptionFlow” is the subscription management platform that also offers associated services for managing subscriptions and recurring billing, as well as any updates, enhancements, and integration services.
• “Confidential Information” refers to information, whether in written or oral form, including but not limited to data concerning software development, products, trade secrets, business strategies, suppliers, customers, financial information, and personnel data, considered proprietary by the disclosing party.
• “Controller” is as defined in the applicable data protection regulations.
• “Data Protection Legislation” refers to all applicable data protection and privacy legislation, including but not limited to the General Data Protection Regulation (GDPR), the Data Protection Act, and any other relevant regulations governing personal data.
• “Intellectual Property Rights” encompass patents, copyrights, trademarks, trade names, domain names, trade secrets, database rights, and all other forms of intellectual property, whether registered or unregistered.
• “Supplier” refers to the entity or individual offering subscription services or products through the SubscriptionFlow platform.
• “Supplier Account” refers to the account created by the Supplier on the SubscriptionFlow platform to access and use the Services.
• “Supplier Dashboard” denotes the online interface, accessible at [Your Supplier Dashboard URL], where the Supplier can access their Supplier Account, view sales data, adjust account settings, and access reports.
• “Supplier Fee” has the meaning as set out in Clause 4.1 of this Agreement.
• “Supplier URL(s)” refers to the web addresses of any websites and/or mobile applications owned and operated by the Supplier, where SubscriptionFlow is used for selling products and managing subscriptions. The initial Supplier URL(s) are those provided during the Supplier’s onboarding process with SubscriptionFlow, and any additional Supplier URL(s) approved by SubscriptionFlow as recorded in the Supplier Dashboard.
• “Trademarks” include any trademarks, service marks, trade names, and logos owned by the Supplier, whether registered or unregistered.
• “Transaction” means a completed sale of a product or subscription through SubscriptionFlow, excluding reversals, refunds, and other Chargebacks.
• “Transaction Currency” refers to the currency in which the products or subscriptions are sold to Subscribers.

1.2 In this Agreement, unless the context dictates otherwise:

(i) Any clause, schedule, or other headings in this Agreement are provided for convenience and do not affect the interpretation of the Agreement.

(ii) A reference to a ‘party’ includes that party’s personal representatives, successors, and permitted assigns.

(iii) A reference to a ‘person’ includes natural persons, corporations, unincorporated bodies, and their personal representatives, successors, and permitted assigns.

(iv) A reference to a ‘company’ includes any corporate entity, regardless of its place or method of incorporation.

(v) References to gender include all genders.

(vi) Singular words include the plural, and vice versa.

(vii) Any words following ‘include,’ ‘includes,’ ‘including,’ ‘in particular,’ or similar words are illustrative and do not limit the meaning of preceding words.

(viii) References to ‘writing’ or ‘written’ include any method of reproducing words in a legible and non-transitory form, including email.

(ix) References to legislation include amendments, extensions, re-enactments, or consolidations of that legislation.

(x) References to legislation as amended or re-enacted include all subordinate legislation made under that legislation.

These definitions and interpretations are applicable to your use of the SubscriptionFlow platform for subscription management and related services.

2. Appointment

2.1 You designate SubscriptionFlow as the non-exclusive distributor of your subscription management platform (“Platform”) across all regions. You will ensure that SubscriptionFlow’s role as the distributor is prominently displayed on your Platform’s website in a manner agreed upon with SubscriptionFlow.

2.2 You recognize and agree that, given SubscriptionFlow’s role as the seller of your subscription management services to the end user (“Subscriber”), you shall not generate any invoices or payment demands directly to any Subscriber within a transaction. In the event that you agree with a Subscriber to issue a refund or reimburse any portion of the subscription fee, you shall promptly notify SubscriptionFlow of the agreed-upon terms, and SubscriptionFlow will handle the necessary refund process. This ensures that all financial transactions related to your Platform are managed through SubscriptionFlow.

3. Services

3.1 Regarding its role as a SaaS retailer, SubscriptionFlow will furnish the following Services:

(i) **Initiating your setup as a supplier of the SubscriptionFlow platform on SubscriptionFlow’s system, thereby establishing a Supplier Account. This account will grant you access to the Supplier Dashboard, allowing you to monitor all sales conducted by SubscriptionFlow and the corresponding revenue owed to you for SubscriptionFlow sales.

(ii) **Serving as your non-exclusive distributor of the SubscriptionFlow platform through the SubscriptionFlow Checkout and/or SubscriptionFlow Invoicing. This distribution encompasses all regions supported by SubscriptionFlow during the term of this Agreement. It’s essential to note that this Agreement does not impose an obligation on SubscriptionFlow to sell in every territory.

(iii) **Facilitating product delivery by connecting you with Subscribers, enabling them to download or access the SubscriptionFlow platform, as applicable.

(iv) Handling order support and taking on the responsibility for managing all aspects of sales tax between you, SubscriptionFlow, and Subscribers.

3.2 You have the flexibility to activate optional Additional Services as needed. These Additional Services can be activated through the Supplier Dashboard as required.

4. Sales Tax and Withholding

As the designated retailer of the Product, SubscriptionFlow assumes the responsibility for the comprehensive management of Sales Tax, including collection, reporting, and remittance. In compliance with applicable legal requirements, SubscriptionFlow will retain any obligatory taxes, fees, or similar sums from the proceeds generated by Product sales.

5. Title and Licence Grant

5.1 We grant you a non-exclusive and non-transferable right and licence during the term of this Agreement to access and use the Supplier Dashboard and Supplier Account solely to the extent necessary to receive the Services and perform your obligations under the Agreement. We grant you a non-exclusive and non-transferable right and licence during the term of this Agreement to place the then-current SubscriptionFlow Trademark or logo on your website for the purposes of the SubscriptionFlow Checkout, provided that at all times you comply with any brand guidelines made available to you by or on behalf of SubscriptionFlow with respect to such use.

5.2 You hereby grant to SubscriptionFlow a non-exclusive and non-transferable right and licence during the term of this Agreement to sell directly and facilitate access to the Product to Buyers;

5.3 SubscriptionFlow agrees not to:

(i) modify the Product or create derivative works thereof;

(ii) merge the Product with other software or services;

(iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code (if applicable) for the Product;

(iv) disclose to third parties the results of any benchmarking tests performed on the Product without your prior written consent (if applicable); or

(v) otherwise use, copy or distribute the Product except as expressly allowed hereunder.

5.4 You hereby grant to SubscriptionFlow a non-transferable (except in connection with an assignment of this Agreement), non-exclusive right to use the Trademarks in order to provide the Services and undertake to indemnify SubscriptionFlow from and against any claim that our proper use of the Trademarks under such licence infringes any third-party rights. SubscriptionFlow shall not attach any additional trademarks, service marks, or trade names to any Product and shall not use the Trademarks as part of its own trademarks, service marks or trade names or in any other manner that would tend to imply that SubscriptionFlow has an affiliation with you other than as set forth in this Agreement.

5.5 Other than expressly provided for in this clause 5, you and your licensees retain ownership of all right, title and interest in and to the Product, any related documentation and Trademarks, and all Intellectual Property Rights therein, and SubscriptionFlow shall acquire no rights therein except as expressly set forth in the Agreement. You will own all rights, title and interest in all developments of and enhancements to the Product. SubscriptionFlow will take any action which may adversely affect or impair your ownership of such materials and rights. rephrase it considering it is part of the same terms doc.

6. After Sales Support

6.1 SubscriptionFlow commits to offering initial after-sales support to Subscribers, primarily categorized as first-tier assistance. This support encompasses tasks such as invoicing, addressing refund requests, payment management, reconciliation, and initial order-related assistance.

6.2 You affirm that you will deliver supplementary, ongoing customer service and after-sales support concerning the SubscriptionFlow platform. This includes, but is not limited to, technical assistance and delivery-level support (e.g., Service Level Agreements) as per the mutually agreed terms between you and each Subscriber.

7. Fees and Charges

Not only SubscriptionFlow but also all SaaS platforms need to improvise their pricing plans and pricing strategies from time to time. They need to consider currency rates and international laws compliance. Further, tax regulations also vary from region to region. Thereby, you need to consult the pricing page of SubscriptionFlow to know the most recent subscription plans and subscription fees being charged for these plans.

8. Confidentiality

8.1 Both parties acknowledge the likelihood of sharing Confidential Information for the purposes of this Agreement. The recipient of such information shall refrain from utilizing, revealing, or deriving any benefit from said Confidential Information, except as explicitly authorized by the terms of this Agreement.

8.2 Each party is obligated to employ the same level of caution to prevent the disclosure or dissemination of the other party’s Confidential Information as it employs to protect its own Confidential Information of a similar nature that it wishes to keep confidential. This standard of care shall not fall below reasonable measures in any circumstance.

8.3 The Confidential Information disclosed under this Agreement may only be used by the recipient party for the specific purpose of this Agreement or for fulfilling its obligations outlined herein. The recipient party commits to not use the disclosing party’s Confidential Information for its personal gain or for the advantage of any third party.

8.4 The commitment of both parties to safeguard confidential information shall endure even after the termination or expiration of this Agreement.

8.5 Nonetheless, neither party is required to safeguard the Confidential Information of the other party if:

(i) Such information was obtained by the recipient party from another source without an obligation to maintain its confidentiality;

(ii) The recipient party developed the information independently without utilizing the Confidential Information; or

(iii) The information becomes publicly known through means other than a breach of duty by the recipient party under this Agreement.

8.6 The recipient party may disclose Confidential Information if compelled to do so by a government agency or law, provided that it provides the disclosing party with prompt notice of such a requirement prior to the disclosure, to the extent permitted by applicable law.

9. Privacy

9.1 Both parties recognize the necessity of data sharing to effectively deliver the Services, including the sale of the SubscriptionFlow platform, as per the terms of this Agreement.

9.2 The parties acknowledge that each party operates as an independent Controller, and both parties commit to complying with Data Protection Laws and the provisions.

9.3 SubscriptionFlow will uphold appropriate administrative, physical, and technical safeguards to ensure the security, confidentiality, and integrity of the Personal Data of Subscribers and your data. These safeguards are detailed in our Privacy Policy, accessible at https://subscriptionflow.com/privacypolicy/

10. Termination

10.1 Either party can conclude this Agreement with a written notice to the other party.

10.2 Either party can immediately terminate this Agreement through written notice in cases where:

(i) The other party commits a significant breach of its obligations under this Agreement that cannot be rectified.

(ii) The other party commits a substantial breach of its obligations under the Agreement, and this breach remains unaddressed after receiving written notice of it.

(iii) Any consent, license, or authorization held by the other party is altered or revoked, preventing the other party from fulfilling its obligations under the Agreement or receiving due benefits.

(iv) The other party ceases a significant portion of its business operations, demonstrates an intention to do so, or faces insolvency or similar financial difficulties.

10.3SubscriptionFlow can immediately terminate this Agreement through written notice in cases where:

(i) It’s required to do so by its payment method providers.

(ii) There is suspected fraudulent, criminal activity, or non-compliance with applicable laws or Payment Scheme Rules by the Supplier.

10.4 The termination or expiration of this Agreement will not affect the accrued rights and obligations of both parties up to the date of termination.

11. Rights and Obligations upon Termination or Expiration

11.1 Termination or expiration of this Agreement will not absolve either party from their obligation to settle all amounts due and payable, whether at the time of termination or in the future.

11.2 Following termination or expiration of the Agreement, SubscriptionFlow will, either return to you or securely dispose of:

(i) All access details to the SubscriptionFlow platform;

(ii) All manuals, documentation, product literature, fee schedules, and any other written materials provided by you; or

(iii) All Confidential Information and other assets belonging to you, provided that such materials or information are within its possession or control, unless preservation of the data is required to meet a legal obligation or demonstrate compliance with one.

11.3 SubscriptionFlow may terminate the Buyer Terms with any Subscriber concerning a SubscriptionFlow subscription that is currently active in the event of the termination of this Agreement. However, this Agreement will persist for any SubscriptionFlow subscriptions purchased by a Subscriber prior to the termination or expiration date and which SubscriptionFlow opts not to terminate.

12. Payouts

12.1. With our MOR services, your funds will be securely held in a sub merchant account, ensuring complete visibility and transparency. You will have access to monitor and manage your funds according to the terms decided for your payouts frequency.

12.2. Payouts Frequency: The payout frequency for transactions shall be determined and agreed upon by both parties as specified in this Merchant Record Agreement. These can be monthly, bi-weekly or weekly depending on the client’s needs.

13. General

13.1 The parties mutually affirm that this Agreement represents the complete understanding between them, supplanting all prior written or verbal agreements, arrangements, and understandings concerning its subject matter.

13.2 Each party acknowledges that they have not entered into this Agreement relying on any representations or warranties not explicitly stated within the Agreement. No party will have any recourse for innocent or negligent misrepresentation based on any statement in this Agreement.

13.3 You are not allowed to transfer, subcontract, or burden any right or obligation under this Agreement, either in full or in part, without the prior written consent of SubscriptionFlow. Such consent will not be unreasonably withheld or delayed. Any assignment in violation of this Clause 12.3 is void.

13.4 A party will not be considered in breach of this Agreement or liable for any delay or failure in performing their obligations under this Agreement if the delay or failure results from an event, circumstance, or cause beyond the party’s reasonable control. In such situations, the affected party will be entitled to a reasonable extension of time to fulfill these obligations.

13.5 Unless expressly agreed otherwise, any delay, action, or omission by either party in exercising any right or remedy will not be regarded as a waiver of that right or remedy, or any other right or remedy.

13.6 Except as explicitly specified in this Agreement, the rights and remedies provided under this Agreement are additional to, and not exclusive of, any rights or remedies provided by law.

13.7 If any provision or part-provision of this Agreement becomes invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to render it valid, legal, and enforceable. If such modification is impossible, the provision or part-provision in question will be deemed deleted. Any modification or deletion of a provision or part-provision will not affect the validity and enforceability of the remaining terms of the Agreement.

13.8 Each party will comply with all applicable laws, regulations, regulatory policies, guidelines, and industry codes, and will maintain the required authorizations and other approvals, permits, and authorities necessary to fulfill their obligations under this Agreement.

13.9 The parties are independent entities and are not in a partnership, principal-agent relationship, employer-employee relationship, or any other relationship of trust with each other.

13.10 Any notice, except for notices served in legal proceedings or arbitration, delivered to a party under or in connection with this Agreement must be in writing or sent via email to the addresses provided for the respective party herein, or to any other address a party may notify the other party of at any time. Notices will be considered given and received by first-class post on the second business day after postage, or immediately upon hand delivery. SubscriptionFlow’s designated email address for such purposes is [email protected].

14. Governing Law and Jurisdiction

This Agreement will be governed by and interpreted in accordance with the laws of England. Both parties firmly and unconditionally consent to the exclusive jurisdiction of English courts for any claims or issues arising under or in connection with this Agreement.

15. Liability Disclaimer

SubscriptionFlow acts solely as a billing service provider and is not responsible for the operational aspects of the services provided by the vendor. SubscriptionFlow shall not be liable for any liabilities, legal obligations, damages, losses, or claims arising from the vendor’s operations, including but not limited to the quality, delivery, performance, or legality of the services rendered by the vendor. All liabilities, legal obligations, and responsibilities related to the vendor’s services rest solely with the vendor. SubscriptionFlow disclaims any warranties, express or implied, regarding the vendor’s services and shall not be held liable for any direct, indirect, incidental, special, or consequential damages resulting from the use or inability to use the vendor’s services.