Terms of Service

1. Definitions.

Some capitalized terms are defined in this Section 1 and others are defined contextually elsewhere in the Agreement. For purposes of the Agreement, "ReqFlow,""we," "our" or "us" means ReqFlow Inc. and "Customer", "you" or "your" means the ReqFlow entity identified in Schedule A below, the individual or entity that is purchasing, accessing or using the ReqFlow Solution, and can mean either Self- Service customers or Free customers as the context dictates. If you are purchasing or using the ReqFlow Solution on behalf of your company or using a company domain, all references to "you" reference such company. Each of ReqFlow and you may also be referred to individually as a "Party" and together as the "Parties."

2. Services.

Subject to the terms and conditions of the Agreement, ReqFlow will make the ReqFlow Solution available to you. "ReqFlow Solution" means the ReqFlow requisition management software-as-a-service offering, including any associated ReqFlow mobile applications ("ReqFlow Apps"), and any other products and services that you have subscribed to by selecting a plan (a "Plan") or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via https://reqflow.com or another designated URL, and any ancillary products and services that we provide to you.

3. Your Account.

To access and use the ReqFlow Solution, you must register for a ReqFlow account by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. ReqFlow may reject your application for an account for any reason, in our sole discretion. You acknowledge that ReqFlow will use the email address you provide as the primary method for communication.

You are responsible for keeping your password secure. ReqFlow cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password.

4. Restrictions.

You may not, and may not permit any third party to: (a) share your account credentials; (b) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the ReqFlow Solution; (c) modify or create derivative works based on the ReqFlow Solution; (d) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the ReqFlow Solution; (e) use the ReqFlow Solution for any fraudulent or illegal purpose; (f) interfere with or disrupt the integrity or performance of the ReqFlow Solution; (g) attempt to gain unauthorized access to the ReqFlow Solution or its related systems or networks; (h) access the ReqFlow Solution to build a competitive product or service; or (i) use the ReqFlow Solution in a manner that violates applicable law.

5. Fees and Payment.

You agree to pay all fees specified in your selected Plan. Except as otherwise specified herein or in your Plan, (i) fees are based on services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for providing complete and accurate billing and contact information to ReqFlow. We reserve the right to suspend or terminate the service if fees are 30 days past due.

6. Term and Termination.

The Agreement will commence on the date you first accept it and will continue until all subscriptions hereunder have expired or have been terminated. Either party may terminate the Agreement: (a) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

Upon termination, you will immediately cease all use of the ReqFlow Solution and delete, destroy, or return all copies of documentation in your possession or control. Any fees owed to ReqFlow before such termination will still be payable.

7. Your Data.

"Your Data" means any data, content, code, video, images or other materials of any type that you upload, submit or otherwise transmit, via the ReqFlow Solution. You will retain all right, title and interest in and to Your Data in the form provided to ReqFlow. Subject to the terms of the Agreement, you hereby grant to ReqFlow a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the ReqFlow Solution to you and (b) for Free customers, to use and disclose usage statistics and analytics derived from Your Data provided that such usage statistics and analytics do not identify you or incorporate Your Data.

8. Confidentiality.

"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; ReqFlow's Confidential Information includes the ReqFlow Solution; and Confidential Information of each party includes the terms and conditions of the Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes consistent with the Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.

9. Warranty and Disclaimer.

ReqFlow warrants that the ReqFlow Solution will perform materially in accordance with the applicable documentation. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE REQFLOW SOLUTION IS PROVIDED "AS IS" AND REQFLOW HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. REQFLOW SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

10. Limitation of Liability.

IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS YOU ARE A FREE CUSTOMER, IN NO EVENT SHALL REQFLOW'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. IF YOU ARE A FREE CUSTOMER, IN NO EVENT SHALL REQFLOW'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED $100. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. Indemnification.

You will defend ReqFlow against any claim, demand, suit or proceeding made or brought against ReqFlow by a third party alleging that Your Data, or your use of the ReqFlow Solution in breach of the Agreement, infringes or misappropriates such third party's intellectual property rights or violates applicable law (a "Claim Against ReqFlow"), and will indemnify ReqFlow from any damages, attorney fees and costs finally awarded against ReqFlow as a result of, or for any amounts paid by ReqFlow under a settlement approved by you in writing of, a Claim Against ReqFlow.

12. Arbitration Agreement.

Please read this Arbitration Agreement carefully. It is part of your contract with ReqFlow and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

(a) Applicability of Arbitration Agreement. All claims and disputes in connection with the Agreement or the use of any product or service provided by ReqFlow that cannot be resolved informally shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and ReqFlow, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or products provided under the Agreement.

(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute describing the nature and basis of the claim or dispute, and the requested relief. A Notice to ReqFlow should be sent to: [ReqFlow Address]. After the Notice is received, you and ReqFlow may attempt to resolve the claim or dispute informally. If you and ReqFlow do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding.

13. Miscellaneous.

(a) Governing Law. The Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

(b) Export Compliance. The ReqFlow Solution may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You shall not use the ReqFlow Solution in violation of any export laws or regulations.

(c) Entire Agreement. The Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of the Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

(d) Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign the Agreement in its entirety, without the other party's consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

(e) Relationship of the Parties. The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

(f) Waiver. No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right.

(g) Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of the Agreement will remain in effect.

14. Contact Information.

If you have any questions about these Terms, please contact us at:

ReqFlow Inc.
123 Main Street
San Francisco, CA 94105
Email: legal@reqflow.com