Flekswork LLC - Terms of Service

Effective Date:

These Terms of Service ("Terms"), together with our Privacy Policy, constitute a legally binding agreement between you ("Customer," "you," or "your") and Flekswork LLC ("Flekswork," "we," "us," or "our"), a limited liability company registered in the Commonwealth of Virginia with its principal office at 310 Dominion Rd NE, Vienna, VA, 22180, USA. This agreement governs your access to and use of the Flekswork employee scheduling software, platform, mobile applications, and website (collectively, the "Service").

1. Acceptance of the Terms

1.1 Binding Agreement

By clicking a button indicating your acceptance (such as "I Accept" or "Sign Up"), by executing an order form that references these Terms, or by downloading, accessing, or using the Service in any manner, you signify that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you do not have our permission to access or use the Service. The establishment of a contract through these methods, known as "clickwrap" and "browsewrap" agreements, is a foundational industry practice that ensures a clear and enforceable legal relationship between the service provider and the user.

1.2 Eligibility and Authority

The Service is intended for business use and is not available to individuals under the age of 18. You represent and warrant that you are at least 18 years of age and have the legal capacity to enter into a binding contract. If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement. In such an event, "Customer," "you," and "your" will refer to that entity.6 This provision is critical in a business-to-business context to ensure the contractual obligations are with the legal entity subscribing to the service, not merely an individual employee.

1.3 Changes to Terms

Flekswork reserves the right, at its sole discretion, to modify or replace these Terms at any time. We will provide reasonable notice of material changes, which may be delivered via email to the address associated with your account, through an in-app notification, or by posting the updated Terms on our website. Your continued use of the Service after any such changes become effective constitutes your acceptance of the new Terms. It is your responsibility to review these Terms periodically for changes.

2. Definitions

Service: Refers to the Flekswork scheduling software, platform, mobile applications, website, and all related features, content, and application programming interfaces (APIs) provided by Flekswork LLC.

Customer: The business entity, organization, or individual that subscribes to the Service and creates a primary account. The Customer is the legal party to this Agreement.

Authorized User: An individual, such as an employee, manager, independent contractor, or volunteer, who is invited and authorized by the Customer to access and use the Service under the Customer's account.

Customer Data: All electronic data, content, and information submitted by or on behalf of the Customer or its Authorized Users to the Service. This includes, but is not limited to, employee names, contact information, schedules, timesheets, time-off requests, and communications.

Intellectual Property Rights: All patents, copyrights, trademarks, service marks, trade secrets, moral rights, and other intellectual property rights, and all applications and registrations for any of the foregoing.

Flekswork Content: All software, text, images, graphics, and other materials provided by or on behalf of Flekswork as part of the Service, excluding any Customer Data.

The distinction between "Customer" and "Authorized User" is fundamental to this agreement. Flekswork's contractual relationship is with the Customer (the employer). The Customer is responsible for managing its Authorized Users (the employees). This structure legally clarifies that Flekswork is a technology provider to the business and is not a party to the employment relationship between the Customer and its Authorized Users, a critical distinction for mitigating liability.

3. The Flekswork Service

3.1 License Grant

Subject to your compliance with these Terms and payment of all applicable fees, Flekswork grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service during the applicable subscription term, solely for the Customer's internal business operations. This language strictly defines the scope of use, ensuring that the Customer understands they are receiving a permission to use the software, not any form of ownership.

3.2 Service Modifications

We are constantly changing and improving our Service. We reserve the right to add or remove functionalities or features, and we may suspend or stop a feature or the Service altogether. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Service. This provides Flekswork the operational flexibility required to manage a modern SaaS product lifecycle without being in breach of contract for updating or sunsetting features.

3.3 Beta Services

From time to time, Flekswork may invite you to try pre-release or "beta" features or services that are not yet generally available. You may accept or decline any such trial in your sole discretion. Beta Services are provided for evaluation purposes only, are not supported, may contain bugs or errors, and may be subject to additional terms. Beta Services are provided "AS IS" with no warranty of any kind and may be discontinued at any time in our sole discretion. This allows for product innovation without incurring the full legal and support obligations of a generally available feature.

4. Customer Accounts and User Access

4.1 Account Registration and Security

The Customer must provide accurate, current, and complete information during the registration process and keep this information up to date. The Customer is responsible for safeguarding the password and any other credentials used to access the account and agrees not to disclose them to any third party. The Customer is fully responsible for all activities that occur under its account, whether or not authorized by the Customer.

4.2 Customer's Responsibility for Authorized Users

The Customer is solely responsible for managing access for its Authorized Users, including provisioning and de-provisioning access to the Service. The Customer agrees to ensure that all Authorized Users comply with these Terms and the Customer's own internal policies. The Customer is liable for any breach of these Terms by its Authorized Users. Flekswork's relationship is with the Customer, and as such, it is the Customer's exclusive responsibility to resolve any disputes with its Authorized Users related to the Service or Customer Data.

4.3 No Employment Relationship

The Service is a workforce management tool provided for your convenience. Flekswork is not an employer, co-employer, or joint employer. The Service may use naming conventions such as "Employee" or "Manager" for convenience only, and such usage is not a determination of any individual's legal employment status. The Customer is solely responsible for the proper classification of its workers (e.g., employee versus independent contractor, exempt versus non-exempt) and for complying with all applicable employment, wage, and hour laws and regulations. Flekswork does not provide legal, tax, or payroll advice, and any information provided through the Service is for informational purposes only.

5. Subscription Plans, Fees, and Payment

5.1 Subscription Plans and Fees

The Service is offered under various subscription plans, the features and pricing of which are detailed on our website's pricing page. Fees may be based on factors such as the number of locations or the number of Authorized Users, consistent with common industry models. Fees are billed in advance on a recurring monthly or annual basis, as selected by the Customer during subscription. By referencing an external pricing page, Flekswork can update its offerings and prices without needing to amend these legal Terms for all existing users.

5.2 Payment Authorization and Method

The Customer must provide a valid credit card or another payment method acceptable to Flekswork. You authorize Flekswork and its third-party payment processor(s) to charge your designated payment method for all applicable subscription fees on a recurring basis. You are responsible for keeping your billing and payment information accurate and current. If we do not receive payment from you, we may suspend or terminate your access to the Service. To avoid service interruption, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information we obtain.

5.3 Automatic Renewal

Unless you cancel your subscription before the end of the current subscription period, your subscription will automatically renew for an additional period of the same duration. You authorize us to collect the then-applicable subscription fee using any payment method we have on record for you.

5.4 Price Changes

Flekswork reserves the right to change its subscription fees at any time. We will provide you with reasonable prior notice, such as 30 days' notice, of any fee changes before they become effective. Price changes will take effect at the start of the next subscription period following the date of the change.

5.5 No Refunds Policy

All fees are non-refundable. There will be no refunds or credits for partial months of service, subscription downgrades, or unused time with an open account. This policy is standard across the SaaS industry and must be clearly communicated to manage customer expectations.

5.6 Taxes

Our fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. The Customer is responsible for payment of all such taxes, excluding only taxes based on Flekswork's net income.

6. Customer Data and Responsibilities

6.1 Data Ownership

As between Flekswork and the Customer, the Customer exclusively owns all right, title, and interest in and to all Customer Data. These Terms do not grant us any rights to Customer Data, except for the limited rights that enable us to provide the Service. This is a foundational principle for building trust with business clients who are entrusting their operational data to a third-party service.

6.2 Flekswork's License to Customer Data

The Customer grants Flekswork and its subcontractors a worldwide, non-exclusive, royalty-free, limited-term license to host, copy, transmit, store, analyze, and display Customer Data as reasonably necessary for us to provide, maintain, and improve the Service in accordance with this Agreement. This license is strictly for the purpose of operating and enhancing the service provided to you.

6.3 Customer Responsibilities for Data

The Customer is solely responsible for the accuracy, quality, legality, and integrity of its Customer Data. The Customer represents and warrants that it has obtained all necessary rights, consents, and permissions from its Authorized Users and any other third parties to collect, share, and process their data within the Service in compliance with all applicable laws, including data privacy and protection laws. This places the legal burden of data privacy compliance, such as obtaining employee consent for data collection, squarely on the Customer, who is the data controller.

6.4 Data Backup Disclaimer

The Service is not intended to function as a permanent data backup or archiving service. The Customer is responsible for maintaining its own independent backups of Customer Data. Flekswork will not be liable for any loss, destruction, alteration, or corruption of Customer Data.

7. Acceptable Use Policy

7.1 General Restrictions

The Customer shall not (and shall not permit its Authorized Users or any third party to): (a) license, sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the Service; (b) modify or make derivative works based upon the Service; (c) reverse engineer, decompile, or disassemble any portion of the Service; (d) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material; (e) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (f) attempt to gain unauthorized access to the Service or its related systems or networks.

7.2 Sensitive Data Prohibition

The Customer agrees not to use the Service to collect, store, or process any "Protected Health Information" (PHI) as defined by the Health Insurance Portability and Accountability Act (HIPAA), any payment card information (PCI), or any other sensitive personal information (e.g., Social Security Numbers, driver's license numbers) outside of any designated, secure fields intended for such data (such as for payroll integration purposes). Flekswork has no liability under these Terms for PHI or other sensitive data processed in violation of this section. This clause is critical for limiting Flekswork's exposure to heightened liability under regulations with which it is not designed to comply.

7.3 Prohibited Business Types

Flekswork reserves the right to refuse or terminate service to any Customer, in its sole discretion, that is involved in industries that present an elevated legal or reputational risk. Such industries may include, but are not limited to, those engaged in illegal activities, gambling, adult entertainment, or the sale of regulated substances where prohibited by law.

8. Feature-Specific Terms

The multifaceted nature of modern workforce management software necessitates specific terms for features that carry unique legal implications.

8.1 Location-Based Services (GPS/Geofencing)

If the Customer enables location-based features such as GPS time clocking or geofencing, the Customer acknowledges and agrees that it is solely responsible for its use of such features. The Customer must provide clear notice to and obtain explicit, affirmative consent from its Authorized Users prior to the collection and use of their location data. Flekswork's Service is configured to collect location data only when an Authorized User is clocked in and actively using the Service for work purposes. Flekswork disclaims all liability related to the Customer's use of location data and makes no warranty as to its accuracy.

8.2 Third-Party Integrations

The Service may contain features designed to interoperate with third-party applications, such as payroll, point-of-sale (POS), or human resources information systems (HRIS). Flekswork does not warrant or support such third-party applications. Your use of any third-party service is governed solely by the terms and conditions and privacy policies of that service provider. Flekswork is not responsible for any act or omission of any third-party provider and disclaims all liability for any issues arising from the use of third-party integrations.

8.3 Communication Features

The Service may include communication tools, such as in-app messaging, to facilitate communication between the Customer and its Authorized Users. The Customer and its Authorized Users are responsible for all content transmitted through these features. These tools may not be used for harassment, spam, transmitting unlawful material, or any other purpose that violates the Acceptable Use Policy. Flekswork does not monitor these communications but reserves the right to remove content that violates these Terms.

9. Confidentiality and Privacy

9.1 Confidential Information

Each party (the "Receiving Party") agrees that it will not use or disclose any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" means all information disclosed by one party to the other which is marked as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

9.2 Privacy Policy

Your use of the Service is also governed by the Flekswork Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the collection, use, and sharing of your information as described in our Privacy Policy.

10. Intellectual Property Rights

10.1 Flekswork IP Ownership

Flekswork and its licensors own and shall retain all right, title, and interest, including all related Intellectual Property Rights, in and to the Service, the Flekswork Content, and any technology, software, and documentation used to provide the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service or the Intellectual Property Rights owned by Flekswork.

10.2 Feedback

We welcome your feedback. If you or your Authorized Users provide any suggestions, ideas, enhancement requests, or other feedback to Flekswork, you hereby grant Flekswork a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate such feedback into the Service or any other products or services without any obligation, attribution, or compensation to you.

11. Term, Termination, and Suspension

11.1 Term

The term of this Agreement commences on the date you first accept it and continues as long as you have an active subscription to the Service.

11.2 Termination by Customer

You may cancel your subscription and terminate this Agreement at any time through your account settings page within the Service. An email or phone request to cancel your account is not considered cancellation. Termination will be effective at the end of your current billing period, and you will not be charged for the subsequent period.

11.3 Termination or Suspension by Flekswork

We may suspend or terminate your account and access to the Service, at our sole discretion and without notice, for any of the following reasons: (a) your failure to pay applicable fees on time; (b) any material breach of these Terms; or (c) if we believe your activity may be fraudulent, illegal, or harmful to us, our other customers, or any third parties.

11.4 Effect of Termination

Upon termination or expiration of this Agreement for any reason, all rights and licenses granted to you will immediately cease. Flekswork has no obligation to maintain or provide any Customer Data after termination and may, unless legally prohibited, delete all Customer Data from our systems. It is your sole responsibility to export your Customer Data prior to termination.

12. Disclaimers and Limitation of Liability

12.1 DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, FLEKSWORK AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

12.2 LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL FLEKSWORK LLC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; OR (III) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

12.3 MAXIMUM AGGREGATE LIABILITY

IN NO EVENT SHALL FLEKSWORK'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO FLEKSWORK FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS CAP ON DIRECT DAMAGES IS AN ESTABLISHED INDUSTRY PRACTICE TO ALIGN POTENTIAL RISK WITH THE REVENUE RECEIVED FROM A CUSTOMER.

13. Indemnification

You agree to defend, indemnify, and hold harmless Flekswork LLC and its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to reasonable attorneys' fees) arising from: (a) your or your Authorized Users' use of and access to the Service; (b) your violation of any term of this Agreement; (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (d) any claim that your Customer Data caused damage to a third party.

14. Dispute Resolution, Governing Law, and Venue

14.1 Governing Law

This Agreement and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles.

14.2 Mandatory Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. YOU AND FLEKSWORK AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT. ARBITRATION IS MORE INFORMAL THAN A LAWSUIT IN COURT AND USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY.

14.3 Class Action Waiver

YOU AND FLEKSWORK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. This provision is a cornerstone of modern risk management in SaaS agreements, designed to prevent costly and wide-ranging class-action lawsuits.

14.4 Venue

Subject to the arbitration clause above, you agree that any legal suit, action, or proceeding arising out of this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Virginia, in each case located in or serving the city of Vienna, Virginia.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Flekswork Privacy Policy, constitute the entire and exclusive understanding and agreement between Flekswork and you regarding the Service, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Flekswork and you regarding the Service.

15.2 Severability

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

15.3 Waiver

The failure of Flekswork to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.

15.4 Assignment

You may not assign or transfer this Agreement, by operation of law or otherwise, without Flekswork's prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null. Flekswork may freely assign or transfer this Agreement without restriction.

15.5 Notices

Any notices or other communications provided by Flekswork under these Terms will be given: (i) via email to the address associated with your account; or (ii) by posting to the Service. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

15.6 Contact Information

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

Flekswork LLC

310 Dominion Rd NE

Vienna, VA, 22180, USA

Email: [email protected]