Flowrev streamlines and automates your cost & revenue recognition process. It is seamlessly integrated with QuickBooks Online and the Xero accounting system, letting you sync your invoices and bills with one click, and easily create flexible recognition schedules for each line. Adopt Flowrev, automate your costs & revenue recogntion process, and throw away those pesky, time-consuming, error prone spreadsheets!
1.1 Your use of Flowrev's products, software, services such as the Flowrev revenue manager and web sites (referred to collectively as the "Services" in this document and excluding any services provided to you by Flowrev under a separate written agreement) is subject to the terms of a legal agreement between you and Flowrev. "Flowrev" means Flowrev, Inc., whose principal place of business is in Portland, OR, 97008 United States. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing with Flowrev, your agreement with Flowrev will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the "Universal Terms".
1.3 Your agreement with Flowrev may also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the "Additional Terms". Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Flowrev in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the "Terms".
1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by Flowrev in the user interface for any Service; or
(B) by actually using the Services. In this case, you understand and agree that Flowrev will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Flowrev, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
2.4 Before you continue, you should print off or save a local copy of the Universal Terms for your records.
3.1 Flowrev may have affiliated legal entities around the world ("Affiliates") and companies it partners with to deliver Services ("Partners"). Sometimes, these companies will be providing the Services to you on behalf of Flowrev itself. You acknowledge and agree that Affiliates and Partners will be entitled to provide the Services to you.
3.2 Flowrev is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Flowrev provides may change from time to time without prior notice to you.
3.3 As part of this continuing innovation, you acknowledge and agree that Flowrev may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Flowrev's sole discretion, without prior notice to you.
3.4 You acknowledge and agree that if Flowrev disables access to your account, for any reason including but not limited to the non-payment of any subscription fees required to access your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
3.5 You acknowledge and agree that while Flowrev may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by Flowrev at any time, at Flowrev's discretion.
3.6 You acknowledge and agree that content you create with any preproduction release of Flowrev features or during any test programs may not be persisted for long term use.
4.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Flowrev will always be accurate, correct and up to date.
4.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
4.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Flowrev, unless you have been specifically allowed to do so in a separate agreement with Flowrev. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
4.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
4.5 Unless you have been specifically permitted to do so in a separate agreement with Flowrev, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
4.6 You agree that you are solely responsible for configuring and using Flowrev's programmable platform for revenue and cost recognition correctly and appropriately to comply with your specific financial reporting requirements.
4.7 You agree that you are solely responsible for (and that Flowrev has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Flowrev may suffer) of any such breach.
5.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
5.2 Accordingly, you agree that you will be solely responsible to Flowrev for all activities that occur under your account.
5.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify Flowrev / Flowrev immediately at Support.
6.2 You agree to the use of your data in accordance with Flowrev's privacy policies.
7.1 You understand that all information which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content".
7.2 You agree that you are solely responsible for (and that Flowrev has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Flowrev may suffer) by doing so.
8.1 You acknowledge and agree that Flowrev (or Flowrev's licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Flowrev and that you shall not disclose such information without Flowrev’s prior written consent.
8.2 Unless you have agreed otherwise in writing with Flowrev, nothing in the Terms gives you a right to use any of Flowrev's trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
8.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Flowrev, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Flowrev's brand feature use guidelines as updated from time to time. These guidelines will be provided at time of granting of right.
8.4 Other than the limited license set forth in Section 10, Flowrev acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Flowrev, you agree that you are responsible for protecting and enforcing those rights and that Flowrev has no obligation to do so on your behalf.
8.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
8.6 Unless you have been expressly authorized to do so in writing by Flowrev, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
9.1 For the duration of your paid subscription to the Service, Flowrev gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Flowrev as part of the Services as provided to you by Flowrev (referred to as the "Software" below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Flowrev, in the manner permitted by the Terms.
9.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Flowrev, in writing.
9.3 Unless Flowrev has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
10.1 You retain copyright and any other rights you already hold in Content which you upload, submit, post or display on or through, the Services. By uploading, submitting, posting or displaying the content you give Flowrev a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, display Content which you submit, post or display on or through, the Services. This license is for the sole purpose of enabling Flowrev, in aggregate non-identifiable manner, to display, distribute and promote the Services and may be revoked for certain Services as defined in the Additional Terms of those Services.
10.2 You understand that Flowrev, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services. You agree that this license shall permit Flowrev to take these actions.
10.3 Feedback. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Flowrev Service ("Feedback"). You may submit Feedback by emailing us at firstname.lastname@example.org or through the "Help" section of the Flowrev Service or any other means. You acknowledge and agree that all Feedback will be the sole and exclusive property of Flowrev and you hereby irrevocably assign to Flowrev and agree to irrevocably assign royalty free to Flowrev all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At Flowrev's request you will execute documents and take such further acts as Flowrev may reasonably request to assist Flowrev to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
10.4 You confirm and warrant to Flowrev that you have all the rights, power and authority necessary to grant the above license.
11.1 The Software used to deliver the Services can be updated from time to time by Flowrev including without notice. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Flowrev to deliver these to you) as part of your use of the Services.
12.1 The Terms will continue to apply until terminated by either you or Flowrev as set out below.
12.2 If you want to terminate your legal agreement with Flowrev, you may do so by (a) notifying Flowrev at any time and (b) closing your accounts for all of the Services which you use, where Flowrev has made this option available to you. Your notice should be sent, in writing, to Flowrev's address which is set out at the beginning of these Terms.
12.3 Flowrev may at any time, terminate its legal agreement with you if:
(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) Flowrev is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) the Affiliate or Partner with whom Flowrev offered the Services to you has terminated its relationship with Flowrev or ceased to offer the Services to you; or
(D) Flowrev is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
(E) the provision of the Services to you by Flowrev is, in Flowrev's opinion, no longer commercially viable.
12.4 Nothing in this Section shall affect Flowrev's rights regarding provision of Services under Section 3 of the Terms.
12.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Flowrev have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 19.6 shall continue to apply to such rights, obligations and liabilities indefinitely.
13.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 13 AND 14, SHALL EXCLUDE OR LIMIT FLOWREV'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE LOWER OF THE MAXIMUM EXTENT PERMITTED BY LAW OR THE TOTAL AMOUNT OF SUBSCRIPTION FEES YOU PAID TO FLOWREV.
13.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
13.3 IN PARTICULAR, FLOWREV, ITS AFFILIATES, PARTNERS, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
13.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
13.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FLOWREV OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
13.6 FLOWREV FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
14.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 13.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT FLOWREV, ITS AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY CONTENT OR SCHEDULES, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY AFFILIATE OR PARTNER WHOSE CONTENT APPEARS ON THE SERVICES;
(II) ANY CHANGES WHICH FLOWREV MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(III) YOUR FAILURE TO PROVIDE FLOWREV WITH ACCURATE ACCOUNT INFORMATION;
(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
14.2 THE LIMITATIONS ON FLOWREV'S LIABILITY TO YOU IN PARAGRAPH 14.1 ABOVE SHALL APPLY WHETHER OR NOT FLOWREV HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
15.1 It is Flowrev's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers.
16.1 Flowrev does not currently display any advertisements, but some Partners may automatically insert and display advertisements and promotions on linked pages. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information. Some of the Services may insert other actions that take viewers to product pages and ecommerce sites of other vendors (Actions). You agree to the display of such advertising and Actions, which at your discretion you may block using non-affiliated products.
16.2 The manner, mode and extent of advertising and Actions by Flowrev on the Services are subject to change without specific notice to you.
17.1 The Services may include hyperlinks to other web sites or content or resources. Flowrev may have no control over any web sites or resources which are provided by companies or persons other than Flowrev.
17.2 You acknowledge and agree that Flowrev is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
17.3 You acknowledge and agree that Flowrev is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any products or other materials on, or available from, such web sites or resources.
18.1 You agree to defend, indemnify, and hold Flowrev, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or relating to: (i) your use of or access to the Service: (ii) your breach of this Agreement; or (iii) your violation of applicable laws, rules or regulations in connection with your use of the Service.
19.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
19.2 The Terms constitute the whole legal agreement between you and Flowrev and govern your use of the Services (but excluding any services which Flowrev may provide to you under a separate written agreement), and completely replace any prior agreements between you and Flowrev in relation to the Services.
19.3 You agree that Flowrev may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
19.4 You agree that if Flowrev does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Flowrev has the benefit of under any applicable law), this will not be taken to be a formal waiver of Flowrev's rights and that those rights or remedies will still be available to Flowrev.
19.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
19.6 The Terms, and your relationship with Flowrev under the Terms, shall be governed by the laws of the State of Oregon without regard to its conflict of laws provisions. You and Flowrev agree to submit to the exclusive jurisdiction of the courts located within the county of Washington, Oregon to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Flowrev shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
20.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Flowrev will treat your use as acceptance of the updated Universal Terms or Additional Terms.