Terms & Conditions

Felux Logistics

THESE TERMS AND CONDITIONS, TOGETHER WITH THE APPLICABLE ORDER AND PRIVACY POLICY, (COLLECTIVELY THE “AGREEMENT”) IS BETWEEN THE CUSTOMER LISTED ON THE APPLICABLE ORDER (“YOU” OR “CUSTOMER”) AND FELUX, INC. (“FELUX”) AND SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH FELUX AGREES TO GRANT YOU THE RIGHT TO ACCESS AND USE THE FELUX SERVICES.

BY ACCEPTING THIS AGREEMENT, EITHER BY CHECKING A BOX INDICATING YOUR ACCEPTANCE OR PLACING AN ORDER THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT TO US THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH LEGAL ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE REFERENCES TO “CUSTOMER,” “YOU” AND “YOUR” IN THIS AGREEMENT SHALL MEAN SUCH ENTITY. IF YOU HAVE A SEPARATE SIGNED MASTER SERVICES AGREEMENT WITH FELUX THAT GOVERNS THE FELUX SERVICES PURCHASED, THAT SIGNED MSA, AND NOT THESE TERMS, WILL APPLY TO YOUR PURCHASE.

1. DEFINITIONS

Capitalized terms (whether in the singular or plural) shall have the meanings below, or otherwise assigned in the text of this Agreement. 

  • “Authorized Users” means individuals authorized by Customer to use the Felux Services solely on Customer’s behalf, which may include, employees, and contractors but no other third parties without Felux’s prior written consent
  • “Confidential Information” refers to any proprietary information, software, personal information, data or know-how of the Discloser that is disclosed under this Agreement which is marked as confidential, or which a reasonable person would understand to be confidential based on the context of the disclosure or the nature of the information. For purposes of clarification, the Felux Services and Documentation, as well as all pricing and payment terms, shall be Felux’s Confidential Information. Confidential Information does not include information which the Recipient may demonstrate through written evidence: (i) was already known to the Recipient prior to the time that it was disclosed by the Discloser; (ii) is or has entered the public domain through no breach of this Agreement by Recipient; (iii) has rightfully been received by Recipient  from a third party without any breach of this Agreement; (iv) was approved for release by the written consent of the Discloser; (v) was independently developed by the Recipient without use of the Discloser’s Confidential Information; or (vi) was required to be disclosed pursuant to the order of a court or governmental agency of competent jurisdiction provided that the Discloser has, if permitted by law, been given reasonable notice of the order and the opportunity to contest the disclosure and any such disclosure is limited strictly to the Confidential Information which is the subject of such order. ‍
  • “Documentation” means user manuals, online help files, technical manuals, and other materials published by Felux which describe the Felux Services and its uses, features, specifications, and/or technical requirements.
  • “Felux Services” means the Service and Software.  
  • “Input” means any prompts, information, images, materials, data, or content transmitted to the Felux Services by Customer or its Authorized Users.  
  • “Order” means an order for the Felux Services placed by Customer and accepted by Felux. The Order may be a physical purchase order or may be a form or other user interface that you interact with on the Felux website that you use to order Felux Services.
  • “Protected Information” means information that is subject to specific regulations or laws that impose increased protections and/or obligations with respect to handling of that type of information, including but not limited to (a) sensitive or special categories of personal data as defined by applicable law (e.g., health, biometric, racial origin, etc.); (b) payment card account numbers or other financial information; (c) government-issued identifiers; (d) children’s data; and (e) protected health information under HIPAA.
  • “Representatives” are a party’s and its affiliates’ officers, directors, employees, agents and consultants. ‍
  • “Service” means Felux’s software-as-a-service offering known as Forge. 
  • “Software” means any on-premise software that is made available to you by Felux for installation on end user computers in connection with your use of the Service, as listed in the Order, together with any updates or upgrades relating to the foregoing, provided that it is not subject to a separate license agreement.

2. THE FELUX SERVICES

  1. ‍Access.  Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, and subject to any use limitations specified in the applicable Order, Felux hereby grants Customer and its Authorized Users, as of the effective date of the applicable Order, a non-exclusive, non-transferable, non-sublicensable, worldwide right during the Term to (i) access the Service identified in an Order for Customer’s own business purposes; and (ii) download and use the object code form of the Software internally in connection with Customer’s use of the Service, subject to the terms and conditions of this Agreement and the Documentation. Customer acknowledges and agrees that Felux retains all right, title and interest in and to the Felux Services, all technology, inventions, and pre-existing content incorporated therein, all derivative works, modifications and enhancements thereto, and all intellectual property rights in any of the foregoing, and all copies thereof. All rights not expressly granted to Customer are reserved by Felux, its suppliers and licensors.      ‍
  2. Registration.  Customer agrees: (a) to provide accurate, current and complete information, including but not limited to, an authorized representative’s full legal name, title, and email address, as part of the registration process ("Registration Data"); (b) to maintain the security of Customer's password(s); (c) to maintain and promptly update the Registration Data, and any other information provided to Felux, and to keep it accurate, current and complete; (d) to maintain the security of Customer’s account and safeguard password(s), and (e) that Customer will be fully responsible for any activities that take place using their account(s) or password(s). Customer shall notify Felux immediately of any breach of security or unauthorized use of Customer's account. ‍
  3. Updates.  At no charge to Customer, Felux may install any software updates deemed reasonably necessary to address errors, bugs or other performance issues in the Felux Services (collectively, “Updates”). Updates shall be subject to the same terms and conditions of this Agreement. Felux may modify the Felux Services for a variety of reasons, including, without limitation, for the purpose of providing new features, implementing new protocols, maintaining compatibility with emerging standards, or complying with regulatory requirements.‍
  4. Restrictions.  Customer shall not, directly, indirectly or through its Authorized Users: (a) attempt to sell, transfer, assign, rent, lend, lease, sublicense or otherwise provide third parties rights to the Felux Services; (b) "frame," "mirror,” copy or otherwise enable third parties to use the Felux Services (or any component thereof) as a service bureau or other outsourced service; (c) allow access to the Felux Services by multiple individuals impersonating a single end user; (d) use the Felux Services in a manner that interferes with, degrades, or disrupts the integrity or performance of the Felux Services, including data transmission, storage and backup; (e) use the Felux Services for the purpose of developing a product or service that competes with Felux Services; (f) circumvent or disable any security features or functionality associated with Felux Services; or (g) use the Felux Services in any manner prohibited by law. 
  5. Acceptable Use Policy.  Customer will comply with, and will ensure that Authorized Users comply with, Felux’s Acceptable Use Policy available at www.felux.com/aup. ‍
  6. Third Party Products.  The Felux Services may enable Customer to interact or integrate with third parties, and may contain links to third-party applications, websites or resources. Felux provides these links only as a convenience and is not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. Customer acknowledges sole responsibility for, and assumes all risk arising from, Customer’s use of any third-party websites or resources. Felux is not a party to any relationships or agreements between Customer and any third parties for the performance of any duties between the Customer and such third parties, and does not have control over and disclaims all liability for the quality, timing, legality, failure to provide, or any other aspect whatsoever of any professional duties performed or promised by Customer or such third parties.‍
  7. Free Services. Felux may make Felux Services available to you specifying that the Felux Services are provided free of charge, on a trial basis, and/or to be used at Customer’s own risk (“Free Services”). If your Order indicates that your selected Felux Services will be provided at no charge, the payment obligations set forth in Section 4.1 will not apply until such time as Customer upgrades to a paid subscription or places an order for a paid subscription Felux Services. Notwithstanding any other provision of this Agreement, Customer acknowledges and agrees that: (i) Free Services are made available without any support, maintenance, warranty, commitment to availability, security, or accuracy, or other related obligation of any kind under this Agreement, unless otherwise required by applicable law; (ii) Free Services may not include or allow access to all features and functionality available to paying customers; (iii) Felux may terminate the use of a Free Services at any time, unless otherwise specified in writing, and Felux will not be liable for such termination; and (iv) data, information, and content submitted to a Free Services may be permanently lost, and Felux will not be liable for such loss.‍
  8. Input, Output, Ownership, and AI Limitations. The following terms and conditions apply to Input and artificial intelligence features within the Felux Services. 
  9. Output; Ownership. Customer may receive images, materials, documents, images, files, and other content generated and returned by the Felux Services based on Customer’s Input (“Output”). As between Customer and Felux, Customer retains all right, title, and interest in Input and Output, and Felux retains all right, title, and interest in the Felux Services, including improvements and enhancements thereto, and all system performance data, machine learning algorithms, and aggregated results of such machine learning. Outputs may be generated using third-party models or infrastructure; Felux does not control or guarantee third-party services, and similar outputs may be generated for others. ‍
  10. Licenses Granted to Felux. By submitting Input to the Felux Services, Customer grants Felux a worldwide, royalty-free, non-exclusive, worldwide, irrevocable, perpetual license (i) to host, use, process, transfer, reproduce, modify, adapt and publish Input for the purpose of providing the Felux Services to Customer, including but not limited to, providing, developing and improving the Felux Services and providing Customer support; (ii) to create aggregations and summaries of the Input or portions thereof and to use, disclose, and distribute such aggregations publicly to any third party in support of our business (both during the period that these terms are in effect, and thereafter), provided that such aggregations and summaries do not directly or indirectly identify the Customer or their Input; (iii) to analyze Input, including through the use of techniques such as machine learning, in order to provide, develop and improve the Felux Services; (iv) use the Input in order to grow, enrich and verify the output database included in the Felux Services; provided that we will not publicly refer to or associate Customer with any Input; and (iv) use, share, sublicense, display, copy, publish and distribute the Input in aggregated, de-identified form for any purpose, in any medium. Felux shall have the right to sublicense, assign, or transfer the foregoing licenses at our discretion.‍
  11. Representations Regarding Input. Customer represents and warrants that (i) Customer has all necessary rights, permissions, and authority to provide and license the Input to Felux (in whole and in part) for our use as described hereunder, and that doing so will not put Customer or Felux in violation any applicable laws or regulations, put Customer in violation of any Customer contracts; (ii) Customer has provided any required notices to, and obtained all required consents from Authorized Users for Felux’s processing of the Input including access to an analysis of email and other software content and metadata; and (iii)  the Input does not contain Protected Information. Customer will not submit any Input to the Felux Services for which Customer does not have all necessary rights. ‍
  12. AI Limitations. Output is generated using artificial intelligence (“AI”) technology. While Felux strives to provide accurate and reliable AI technology as part of the Felux Services, Customer acknowledges and understands that AI technology may not be error-free and that Output is not verified by Felux for accuracy. The accuracy and reliability of AI technology may vary based on factors such as Input and system limitations. Output generated with AI technology can reflect biases and may include “AI hallucinations”, logic errors, and inaccuracies depending upon the data inputs and prompts. Therefore, we make no guarantees regarding the reliability, accuracy, completeness, or applicability of the Output. You and your authorized users are responsible for verifying the accuracy of AI-generated Output and recommendations before relying on them for any purpose, and for all decisions made, advice given, actions taken, and failures to take action based on the use of AI technology. You are responsible for ensuring that your Input and Output do not violate any applicable law or the Agreement. Output should be evaluated and validated for accuracy, completeness, and appropriateness for Customer’s use case, including by employing human review of such Output and obtaining any relevant clearances. Customer should report any inaccuracies or errors encountered while using the Felux Services to Felux. Additionally, Customer should not mislead any person that AI-generated output and recommendations were solely human-generated. 

3. FEES AND PAYMENT.

  • Fees and Payment Terms.  In consideration of the rights granted herein, Customer shall pay Felux the amounts specified in each applicable Order (“Fees”). Unless otherwise agreed in an Order, all amounts shall be paid to Felux within thirty (30) days of receipt of an undisputed invoice. An invoice shall be deemed undisputed if, within such thirty (30) day period, Customer fails to notify Felux in writing of any disputed amounts. Except as otherwise specified in this Agreement or an Order, payment obligations are non-cancelable, fees paid are non-refundable, and the scope of the subscription cannot be decreased during the relevant subscription term. If Customer is paying by credit card or eCheck, then (i) Customer hereby irrevocably authorizes Felux to charge the credit card or other payment method provided for any such amounts when due, (ii) amounts due will be automatically charged, (iii) if Customer’s credit card is declined, Felux will attempt to reach out to Customer for a new payment method, and (iv) if Customer’s credit card expires, Customer hereby gives Felux  permission to submit the credit card charge with a later expiration date. Customer agrees to promptly update Felux with any account information changes (for example, a change in your billing address or credit card expiration date) that may occur. ‍
    • Recurring Subscriptions; Price Changes. Unless otherwise agreed in an Order From, all subscription-based Services automatically renew according to the then-current subscription plan unless Customer provides written notice of termination at least thirty (30) days prior to Customer’s renewal date to Felux by emailing [dhogensen@felux.com]. Customer authorizes Felux to maintain Customer account information and charge that account automatically upon the renewal of the Felux Services with no further action required by Customer. Felux reserves the right to change pricing for the Felux Services upon renewal. If Customer disagrees with the change in price for the Felux Services, then Customer may terminate such Felux Services by providing Felux written notice prior to the change in price becoming effective. Customer’s continued use of the Felux Services after the price change becomes effective constitutes Customer’s agreement to pay the changed amount. In the event that Felux is unable to charge Customer’s account as authorized by Customer when Customer enrolled in the Services, or Customer’s payment is not received by the payment due date, Felux, may, in its sole discretion: (i) bill Customer for the Felux Services and suspend Customer’s access to the Services until payment is received, and/or (ii) seek to update Customer’s account information 
    • Taxes. Fees are exclusive of any applicable sales, use, import or export taxes, tariffs, duties, fees, value-added taxes, tariffs or other amounts attributable to Customer’s execution of this Agreement or use of the Felux Services (collectively, “Sales Taxes”). Customer shall be solely responsible for the payment of any Sales Taxes. In the event Felux is required to pay Sales Taxes on Customer’s behalf, Customer shall promptly reimburse Felux for all amounts paid. Fees not paid when due shall be subject to a late fee equal to one- and one-half percent (1.5%) of the unpaid balance per month or the highest monthly rate permitted by applicable law. Felux further reserves (among other rights and remedies) the right to suspend access to the Felux Services. Amounts payable to Felux shall continue to accrue during any period of suspension and must be paid as a condition precedent to reactivation, which reactivation is at the sole discretion of Felux. 

4. TERM AND TERMINATION.

  • Term.  Unless otherwise specified in the Order, the initial term of each Order will begin on the effective date of that Order and shall continue thereafter until the date specified in the Order (the “Initial Term”), and shall thereafter automatically renew for additional periods of one (1) year unless either party provides written notice of its intention not to renew to the other party at least thirty (30) days prior to expiration of the then-current term (each a “Renewal Term,” and collectively together with the Initial Term, the “Term”). If no Initial Term is specified in the Order, it will be one year from the Effective Date of the Order. 
  • Termination.  This Agreement and/or any Order may be terminated immediately by either party if the other party (i) materially breaches this Agreement and/or any Order and fails to cure such breach within 30 days after receiving written notification of such material breach from the non-breaching party; or (ii) becomes insolvent, files a voluntary petition in bankruptcy, is adjudicated bankrupt, has a receiver appointed for the operation of its business, makes an assignment for the benefit of creditors, abandons its business or makes a material liquidation of its assets.
  • Effect of Termination.  Upon termination or expiration of this Agreement (i) any amounts owed to Felux under this Agreement before such termination or expiration will be immediately due and payable by Customer, (ii) all rights granted to Customer to the Felux Services in this Agreement will immediately cease to exist, and (iii) Customer must promptly discontinue all access to and use of the Felux Services. Except in the event of Customer’s termination of the Agreement due to Felux’s uncured material breach pursuant to Section 5.2, all payment obligations are non-cancelable and prepaid amounts are non-refundable. Sections 1, 3, 5.3, 6, 7.2, 7.3, 7.4, 7.5, 8, 9 and the applicable portions of Section 10 of this Agreement will survive any expiration or termination of this Agreement. For the avoidance of doubt, no expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.

‍5. INDEMNIFICATION.

  • Customer.  Customer shall indemnify and hold Felux, its suppliers and licensors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with (i) a claim which, if true, would constitute a breach of Customer’s obligations under Section 2 or 3 of this Agreement or (ii) Input. In the event Felux is required to seek legal remedies to enforce collection of any amounts due under this Agreement, Customer agrees to reimburse for all additional costs associated with collection of that past due amount, including reimbursement of collection and attorney's fees.
  • Felux.  Except with respect to Free Services, Felux shall indemnify and hold Customer harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out a third-party claim that the Felux Services infringe or misappropriate any U.S. patents issued as of the Effective Date or any copyright or trade secret of any third party during the term of this Agreement.  Felux shall have no indemnification obligation, and Customer shall indemnify Felux pursuant to this Agreement, for claims of infringement arising from the combination of Felux Services with any unique aspects of Customer’s business, for instance Customer’s Input, content, products, services, hardware or business processes, or for any use of the Felux Services not expressly authorized herein.
  • Process.  A party seeking indemnification hereunder shall promptly notify in writing the other party of any claim for which defense and indemnification is sought. Each party agrees that it will not, without the other’s prior written consent, enter into any settlement or compromise of any claim that: (a) results, or creates a likelihood of a result, that in any way diminishes or impairs any right or defense that would otherwise exist absent such settlement or compromise; or (b) constitutes or includes an admission of liability, fault, negligence or wrongdoing on the part of the other party. Each indemnifying party has the sole right to control the defense of any claim for which it is providing indemnification hereunder with counsel mutually acceptable to the parties. The indemnified party may, at its own expense, participate in the defense of any such claim.

6. WARRANTY; DISCLAIMERS.

  • Mutual Warranties.  Each party represents and warrants to the other that it is duly authorized to execute this Agreement and perform the obligations set forth herein.
  • Disclaimer.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE FELUX SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" BASIS.  ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR SATISFACTORY RESULTS ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY FELUX, ITS SUPPLIERS AND ITS LICENSORS. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE FELUX SERVICES MAY BE SUBJECT TO INTERRUPTION, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF INTERNET APPLICATIONS AND ELECTRONIC COMMUNICATIONS.  FELUX IS NOT RESPONSIBLE FOR ANY SUCH DELAYS, DELIVERY FAILURES, OR ANY OTHER DAMAGE RESULTING FROM EVENTS BEYOND FELUX’S REASONABLE CONTROL, WITHOUT REGARD TO WHETHER SUCH EVENTS ARE REASONABLY FORESEEABLE BY FELUX.
  • Limitation.  EXCEPT FOR INDEMNIFICATION CLAIMS ARISING UNDER SECTION 6, EACH PARTY’S TOTAL AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION OR ANY OTHER CLAIM SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED BY SUCH PARTY, UP TO THE AGGREGATE AMOUNTS PAID BY CUSTOMER HEREUNDER DURING THE TWELVE MONTHS IMMEDIATELY PRECEEDING THE APPLICABLE CLAIM.  THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES. 
  • Exclusion of Certain Damages and Limitations of Types of Liability.  IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, OR LOST PROFITS OR LOST REVENUE ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE FELUX SERVICES. THE FOREGOING EXCLUSION AND LIABILITY LIMITATIONS APPLY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF STRICT OR PRODUCT LIABILITY.
  • Your Time Limitation to Bring Action.  REGARDLESS OF ANY OTHER STATUTE OF LIMITATIONS PROVIDED UNDER APPLICABLE LAW, NO CLAIM, LITIGATION OR ACTION OF ANY KIND, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THIS AGREEMENT OR THE FELUX SERVICES MAY BE BROUGHT BY CUSTOMER AGAINST FELUX MORE THAN ONE YEAR AFTER THE OCCURRENCE OF THE CIRCUMSTANCES UNDERLYING SUCH CLAIM, LITIGATION OR ACTION.

7. ARBITRATION. 

You, Felux, and Felux Representatives agree that any claim, dispute, issue, or controversy that arises out of or relates to this Agreement, your relationship with the Felux, or the termination of your relationship with the Felux, (each, a “Claim”) shall be resolved in accordance with this Section 8 (sometimes referred to as the “Arbitration Provision”).

‍BEFORE SERVING A DEMAND FOR ARBITRATION OF A CLAIM, YOU AND FELUX AGREE TO FIRST NOTIFY EACH OTHER OF THE CLAIM.  YOU AGREE TO NOTIFY FELUX OF THE CLAIM AT ATTN:  LEGAL, 3166 Rockside Rd, Independence OH, 44131 SUITE 100 OR BY EMAIL TO SUPPORT@FELUX.COM, AND FELUX AGREES TO PROVIDE TO YOU A NOTICE AT YOUR EMAIL ADDRESS ON FILE (IN EACH CASE, A “NOTICE”).  YOU AND FELUX SHALL FIRST SEEK INFORMAL VOLUNTARY RESOLUTION OF THE CLAIM.  ANY NOTICE MUST INCLUDE PERTINENT ACCOUNT INFORMATION, A BRIEF DESCRIPTION OF THE CLAIM, AND CONTACT INFORMATION, SO THAT YOU OR FELUX, AS APPLICABLE, MAY EVALUATE THE CLAIM AND ATTEMPT TO INFORMALLY RESOLVE THE CLAIM.  Both you and Felux will have 60 days from the date of the receipt of the notice to informally resolve the other party’s claim, which, if successful, will avoid the need for further action. In the unlikely event the parties are unable to resolve a Claim, you, Felux, and Felux Representatives, agree that any Claim shall be resolved in Cleveland, Ohio by final and binding arbitration before an arbitrator from JAMS.  JAMS may be contacted at www.jamsadr.com. You agree that any claim arising out of or related to these Terms and Conditions must be brought within one (1) year after the date it first accrued.

  • Scope of Arbitrations Agreement and Conduct of Arbitration.  This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Felux ends. This Arbitration Provision is intended to apply to the resolution of Claims that otherwise would be resolved in a court of law or before a forum other than arbitration.  If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator. Arbitration will be conducted in Cleveland, Ohio in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect.  Arbitration of disputes brought by a user that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the user is located.  The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures”.  Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator.  Any party will have the right to appear at the arbitration by telephone and/or video rather than in person. You and Felux will follow the applicable JAMS rules with respect to arbitration fees. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court subject to Section 10.7 of this Agreement. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
  • Interpretation and Enforcement of this Arbitration Provision.  This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. Except as otherwise expressly stated in this Section 8, all such matters shall be decided by an arbitrator and not by a court. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection 8.3, below, of this Arbitration Provision is deemed to be unenforceable, you and Felux agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
  • Class and Collective Waiver.  This Arbitration Provision affects your ability to participate in class or collective actions.  Both you and Felux agree that any Claim shall be subject solely to arbitration on an individual basis only, and not on a class or collective basis on behalf of others.  There shall be no right or authority for any Claim to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”).  Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator.  In any case in which (1) the Claim is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. However, Felux may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.‍
  • Exceptions to Agreement to Arbitrate: You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention to do so. The small-claims court proceeding will be limited solely to your individual dispute or controversy. Felux may bring a lawsuit for injunctive relief or other legal action to stop unauthorized use or abuse of the Felux Services or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in the arbitration process described above.

8. CONFIDENTIAL INFORMATION.

Each party, as a recipient (“Recipient”), agrees to use the disclosing party’s (“Discloser”) Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement. Recipient will not disclose Discloser’s Confidential Information to any third party other than its Representatives who require access to the Confidential Information for the purpose set forth in this Agreement and who are bound by confidentiality obligations at least as stringent as those set forth herein. Recipient shall use commercially reasonable standards to protect the Confidential Information from disclosure using equal measures as it uses to protect its own Confidential Information of a similar nature. The obligations set forth in this Section 9 shall survive until three (3) years from the termination or expiration of this Agreement except with regard to trade secret information which shall be protected for the statutory period. Except as otherwise set forth in this Agreement each party shall use commercially reasonable efforts to return or destroy all Confidential Information. Notwithstanding, Recipient will not be obligated to render unrecoverable Confidential Information of the Discloser that is contained in an archived computer system backup made in accordance with the Recipient’s legal and financial compliance obligations or security and disaster recovery procedure. Any such retained Confidential Information will remain subject to Section 9 (Confidentiality).  ‍

9. MISCELLANEOUS.  

  1. Export Laws. The Felux Services are of U.S. origin. Customer shall adhere to all applicable state, federal, local and international laws and treaties in all jurisdictions in which Customer uses the Felux Services, including all end-user, end-use and destination restrictions issued by U.S. and other governments and the U.S. Export Administration Act and its associated regulations. Each party represents that it is not named on any U.S. government or EU denied-party list.  Customer shall not enable use of the Felux Services in a U.S. or EU-embargoed country or in violation of any U.S. and EU export law or regulation.   
  2. Entire Agreement. The Order together with these Terms and Conditions and any other terms and conditions incorporated into these Terms and Conditions by reference constitutes the complete agreement between Felux and you regarding the Felux Services and supersedes all previous communications between the parties relating to the subject matter herein.  
  3. Notices. Each Party consents to receive all communications including notices, agreements, legally required disclosures or other information in connection with the Felux Services electronically. Felux may provide such notices by posting them on the Felux Services or at the email address provided to Felux in your Order. Notices to Felux should be emailed to [Support@Felux.com]. 
  4. Feedback. To the extent Customer provides Felux with any feedback, ideas, or technical improvement suggestions about the Felux Services (“Feedback”), Company acknowledges and agrees that Felux will be the owner of all such Feedback and may use and incorporate the Feedback into the Felux Services without compensation or attribution to Customer.
  5. Modifications. Felux reserves the right to change or modify the terms of these Terms and Conditions upon written notice to you. All such changes shall be effective immediately; provided, however, for existing customers, such modified Terms and Conditions, unless otherwise stated, shall be effective upon the renewal of the subscription term for the Felux Services. If any changes to these Terms and Conditions are unacceptable to you, you may terminate your Order by providing ten (10) days’ written notice of termination to Felux, delivered at any time within thirty (30) days of the effective date of the change. Continued use of the Felux Services following the effective date of any changes constitutes your acceptance of the changes but does not affect the foregoing right of termination. For purpose of this Section 10.5, the posting of an updated copy of these Terms and Conditions to the Services shall constitute written notice of the change(s) to these Terms and Conditions.  ‍
  6. Assignment. You may not assign these Terms and Conditions or the rights granted hereunder without Felux’s prior written consent, and any such assignment without consent is void. Felux’s failure to enforce any rights hereunder, irrespective of the length of time for which such failure continues, shall not constitute a waiver of those or any other rights
  7. Governing Law. These Terms and Conditions shall be governed by the laws of the State of Ohio without reference to its conflicts of law principles or your state or country of residence. 
  8. Injunctive Relief. Each party acknowledges that a breach by a party of Section 2 (Felux Services) or Section 9 (Confidentiality), may cause the non-breaching party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
  9. Publicity. Unless otherwise agreed in an Order, you agree that Felux may identify you as a customer of Felux and use your name, mark and logo on Felux’s website and in marketing materials, including but not limited to press releases.
  10. General. If any part of these Terms and Conditions is found unenforceable by a court of competent jurisdiction, such provision(s) will be ineffective to the extent of the court’s ruling and the remainder of these Terms and Conditions will remain in full force and effect. The waiver by a party of any breach of any provision of these Terms and Conditions will not operate or be construed as a waiver of any subsequent breach. The parties' relationship is that of independent contractors.  Neither party is an agent for the other, nor does either party have the right to bind the other to any agreement with a third party. Portions of the Felux Services may utilize or include third party software, open source software, and other copyrighted material. Use of such third party or open source software is governed exclusively by their respective terms and not by these Terms and Conditions. Except for payment obligations, neither party shall be held responsible for any delay or failure in its performance to the extent that such delay or failure is caused by any cause or event beyond its reasonable control. The captions used in these Terms and Conditions are for convenience only and are not binding. The parties expressly exclude the United Nations Convention on Contracts for the International Sale of Goods from application to these Terms and Conditions.