Terms of Service & Privacy Policy

Your privacy means a lot to us, we take it very seriously.

Terms of Service

THESE TERMS OF SERVICE (“AGREEMENT”) DESCRIBE THE TERMS AND CONDITIONS ON WHICH CHARGEFLOW INC. (“CHARGEFLOW”) PROVIDES ITS CUSTOMERS (THE “CUSTOMER” or “YOU”) ACCESS TO  CHARGEFLOW’ PROPRIETARY AI ENABLED EMAIL RESPONSE SYSTEMS AND RELATED INTERFACES (THE “CHARGEFLOW SERVICE”).BY INDICATING ACCEPTANCE OF THIS AGREEMENT OR BY OTHERWISE USING THE SERVICE, YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH CHARGEFLOW. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT COMPLETE THE ORDER PROCESS AND DO NOT USE THE SERVICE.IF CUSTOMER OR THE THIRD-PARTY ON BEHALF OF WHOM CUSTOMER IS ACTING (ALSO, A “CUSTOMER”) AND STREAM HAVE ALREADY ENTERED A SEPARATE AGREEMENT GOVERNING PROVISION OF  CHARGEFLOW’S SERVICES THAT HAS BEEN SIGNED ON BEHALF OF BOTH STREAM AND CUSTOMER, THEN THAT OTHER AGREEMENT SHALL APPLY IN PLACE OF THE TERMS HEREIN, NOTWITHSTANDING ANY CHECKBOX OR ELECTRONIC ACCEPTANCE REQUIRED IN ORDER TO USE THE SERVICE.

1. Provision of the  Chargeflow Service1.1 Provision Generally
During the Term as defined in (Section 5.1)  Chargeflow will provide Customer with access to  Chargeflow Service  Chargeflow Service in accordance with the terms and conditions of this Agreement. In order to access and use the  Chargeflow Service, Customer is responsible at its own expense for obtaining its own Internet access, and any applicable hardware and software required. The use of any registration-related information you provide us and the information we collect about you and the information received by you in emails that you receive from third parties, including your customers, in connection with your subscription to the  Chargeflow Service is governed by our Privacy Policy, available at https://chargeflow.io/privacy which we recommend you read.

1.2 Grant of Rights
Subject to the terms and conditions of this Agreement,  Chargeflow hereby grants to Customer a limited, non-exclusive, non-transferable right to access and use the  Chargeflow Service, solely for Customer’s business purposes during the Term. All rights not expressly granted to Customer are reserved by  Chargeflow and its licensors. There are no implied rights.

1.3 Eligibility Requirements
By entering into this Agreement, Customer represents and warrants that Customer meets the following minimum requirements (“Eligibility Requirements”): (a) Customer is at least 18 years old and has the legal capacity to be bound by this Agreement; (b) Customer has the necessary rights and authority to enter into and perform the obligations required of Customer under this Agreement including entering into this Agreement on behalf of and binding a third-party, if so applicable; (c) All information which Customer provides, including but not limited to information provided during registration, information about Customer and any third -party business, and all relevant payment information, is within Customer’s right to use, and is and will remain accurate, complete and current; (d) Customer is in compliance with all applicable laws, including but not limited to all applicable laws and regulations pertaining to data privacy; (e) To the best of Customer’s knowledge, none of the Customer Data (as defined herein) will contain any unlawful, defamatory, offensive, libelous, harassing, abusive, fraudulent, pornographic or obscene content or material; and (f) Customer will provide  Chargeflow with any information, records, or materials that we request to verify Customer’s compliance with the eligibility requirements set forth above and the terms and conditions of this Agreement.

1.4 Restrictions
Customer shall not (and shall not allow any third party to): (a) use the  Chargeflow Service to develop or market any product, software or service that is functionally similar to or derivative of the  Chargeflow Service, or for any other purpose not expressly permitted herein; (b) permit any third party to access or use the  Chargeflow Service except as envisioned by the  Chargeflow Service in its normal operation or as specified in any documentation or instructions provided by  Chargeflow with regard to the use of the Service (the “Documentation”); (c) sell, distribute, rent, lease, service bureau, post, link, disclose or provide access to the  Chargeflow Service, directly or indirectly, to any third party; (d) alter, modify, debug, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any software (including source code) associated with the  Chargeflow Service; or (e) use any unauthorized robot, spider, scraper or other automated means to access the  Chargeflow Service, or engage in any scraping, data-mining, harvesting, data aggregating or indexing of the  Chargeflow Service. Customer shall keep all passwords and API keys provided to it safe and secure, and shall be responsible for all use of the  Chargeflow Service using passwords or API keys issued to Customer. Customer shall notify  Chargeflow immediately of any actual or suspected unauthorized use of its passwords or API keys for the  Chargeflow Service. Without limiting any of its other rights or remedies,  Chargeflow reserves the right to suspend access to the  Chargeflow Service if  Chargeflow reasonably believes that Customer has materially violated the restrictions and obligations in this Agreement (in which case, it shall provide Customer prompt written notice of such suspension).

1.5 Customer Cooperation
Customer shall: (a) reasonably cooperate with  Chargeflow in all matters relating to the  Chargeflow Service; (b) respond promptly to any  Chargeflow request to provide information, approvals, authorizations or decisions that are reasonably necessary for  Chargeflow to provide the  Chargeflow Service in accordance with this Agreement; and (c) provide such Customer materials or information as  Chargeflow may reasonably request to provide the  Chargeflow Service and ensure that such materials or information are complete and accurate in all material respects.

2.  Chargeflow Technology
In connection with providing the  Chargeflow Service,  Chargeflow and its licensors shall operate and support the hosted environment used by  Chargeflow to provide the  Chargeflow Service, including the  Chargeflow Technology (as defined below), the server hardware, disk storage, firewall protection, server operating systems, management programs, web server programs, documentation and all other technology or information so used by  Chargeflow. As used herein, “ Chargeflow Technology” means all of  Chargeflow’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by  Chargeflow in providing the  Chargeflow Service.

2.2 Grant of Rights

3. Ownership
Customer acknowledges and agrees that as between  Chargeflow and Customer, all right, title and interest in and to the  Chargeflow Service (including the data, information, text, images, designs, sound, music, marks, logos, compilations (meaning the collection, arrangement and assembly of information other than Customer Data) and other content on or made available through the  Chargeflow Service, other than Customer Data), the  Chargeflow Technology and all improvements and derivatives of the foregoing (including all intellectual property and proprietary rights embodied therein or associated therewith) are and shall remain owned by  Chargeflow or its licensors, and this Agreement in no way conveys any right, title or interest in the  Chargeflow Service or the  Chargeflow Technology other than a limited right to use the  Chargeflow Service in accordance with this Agreement.  Chargeflow acknowledges and agrees that as between Customer and  Chargeflow, all right, title and interest in and to the Customer Data are and shall remain owned by Customer or its licensors, and this Agreement in no way conveys any right, title or interest in the Customer Data other than a limited right to use the Customer Data in accordance with the terms and conditions herein. No right or license is granted hereunder to Customer under any trademarks, service marks, trade names or logos. Customer shall not remove any  Chargeflow trademark, service mark or logo, or any proprietary notices or labels (including any copyright or trademark notices) from the  Chargeflow Service.  Chargeflow acknowledges and agrees that as between Customer and  Chargeflow, all right, title and interest in and to the Customer Data are and shall remain owned by Customer or its licensors, and this Agreement in no way conveys any right, title or interest in the Customer Data other than a limited right to use the Customer Data in accordance with the terms and conditions set forth and agreed to herein.

4. Fees; Payments; Taxes

4.1 Fees
In consideration of the provision of the  Chargeflow Services, Customer shall pay  Chargeflow the monthly fees pursuant to the fee schedule and  Chargeflow subscription plan chosen by Customer on https://chargeflow.io and make such payment in accordance with the instructions and schedule provided for by  Chargeflow.

4.2 Increases Chargeflow reserves the right to increase its fees following the Initial Term or Renewal term (as defined below) for any following Renewal Termon 30 days’ prior notice to Customer. If Customer objects to the fee increase, Customer may terminate the  Chargeflow Service by written notice following the Initial Term or applicable Renewal Term. If Customer does not exercise its right of termination during such period, Customer will be deemed to have accepted the increased fees.

4.3 TaxesAll amounts due hereunder are exclusive of all sales, use, excise, service, value added, or other taxes, duties and charges of any kind (whether foreign, federal, state, local or other) associated with this Agreement, the  Chargeflow Service, or Customer’s access to the  Chargeflow Service. Customer shall be solely responsible for all such taxes, duties and charges (except for taxes imposed on  Chargeflow’s income), which may be invoiced by  Chargeflow from time-to-time.

4.4 Late PaymentsCustomer shall pay interest on all late payments at the lesser of (a) 1.5% per month or (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse  Chargeflow for all costs and expenses, including attorneys’ fees, incurred in collecting any unpaid amounts owed by Customer hereunder.

5. Term; Termination

5.1 Term, Termination and Automatic Renewal
The term of this Agreement shall commence upon Customer’s subscription to the  Chargeflow Service and, unless earlier terminated as set forth herein, shall continue for the period of the initial subscription selected by the Customer (the “Initial Term”). The Customer may terminate this Agreement upon 30 day’s written notice to  Chargeflow.  Chargeflow reserves the right to terminate this Agreement at any time upon written notice to the Customer and shall repay to Customer any pro-rated portion of the fees paid to it in connection with the  Chargeflow Services that the Customer would have received but for  Chargeflow’s cancellation. In the event that the Agreement is not terminated as set forth herein it shall continue to automatically renew for the length of the Initial Term (a “Renewal Term”). The Initial Term and any Renewal Term is referred to herein as a “Subscription Term”, and the Subscription Terms are referred to collectively as the “Term.”

5.2 Termination for Breach
Either Party may terminate this Agreement by written notice thereof to the other Party, if the other Party materially breaches this Agreement and does not cure such breach within 30 days after written notice thereof.

5.3 Effects of Termination; Survival
Upon any termination of this Agreement: (a) all rights granted to Customer hereunder shall terminate and  Chargeflow shall no longer provide access to the  Chargeflow Service to Customer, and (b) Customer shall cease using the  Chargeflow Service. Any obligations that have accrued prior to termination shall survive termination of this Agreement. In addition, the following Sections, as well as any other provisions herein which by their nature should survive, shall survive termination of this Agreement: Sections 3 through 11.

6. Customer Data

6.1 Data GenerallyAll data and information that the Customer inputs into the  Chargeflow Service, is provided by integrations to the Customer’s systems or provided or obtained by the Customer’s clients in connection with the Customer’s use of the  Chargeflow Service (each of the above, the “Customer Data”) is stored in a private and secure fashion, and will not be used by  Chargeflow except as permitted herein. Customer hereby grants to  Chargeflow a limited, non-exclusive, non-transferable, royalty-free right to use, reproduce, manipulate, and display the Customer Data solely in connection with providing the  Chargeflow Service to Customer, and improving, developing and marketing the  Chargeflow Service (provided that  Chargeflow may only use anonymized and aggregated Customer Data to improve, develop and market the  Chargeflow Services).  Chargeflow may analyze Customer Data, and data of other customers, to create aggregated and anonymized statistics or data that do not identify Customer or any individual, household, user, browser, or device and  Chargeflow may during and after the Term use and disclose such statistics or data in its discretion. Except as specified otherwise in this Agreement, Customer shall be solely responsible for providing, updating, uploading and maintaining all Customer Data. The content of Customer Data shall be Customer’s sole responsibility.  Chargeflow shall operate the  Chargeflow Service in a manner that provides reasonable information security for Customer Data, using commercially reasonable data backup, security, and recovery protections.

6.2 Additional Customer ResponsibilitiesCustomer is solely responsible for all Customer Data.  Chargeflow does not guarantee the accuracy, integrity or quality of Customer Data. Customer shall not: (a) upload or otherwise make available to  Chargeflow any Customer Data that is unlawful or that violates the rights of any third parties; (b) upload or otherwise make available to  Chargeflow any Customer Data that Customer does not have a right to transmit due to any law, rule, regulation or other obligation; (c) use, upload or otherwise transmit any Customer Data that infringes any intellectual property or other proprietary rights of any third party; (d) upload or otherwise make available to  Chargeflow any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, limit the functionality of any computer software or hardware or telecommunications equipment; (e) interfere with or disrupt the  Chargeflow Service or servers or networks connected to the  Chargeflow Service; (f) upload or otherwise make available to  Chargeflow any Customer Data that constitutes protected health information subject to the Health Insurance Portability and Accountability Act or any regulation, rule or standards issued thereunder, or constitutes similarly protected information under any applicable state, rule or regulation(g) violate any applicable law, rule or regulation, including those regarding the export of technical data, or (h) use the  Chargeflow Service in a manner not prescribed in the Documentation.

7. Representations and Warranties; Disclaimer

7.1 General Representations and Warranties
Each Party hereby represents and warrants to the other Party that: (a) if such Party is a corporation, company or other entity (as applicable), such entity is duly organized, validly existing and in good standing in its jurisdiction of organization; (b) such Party’s execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary organizational action on its part or, if such Party is an individual, such Party has legal capacity to enter into this Agreement; (c) the provisions set forth in this Agreement constitute legal, valid, and binding obligations of such Party enforceable against such Party in accordance with their terms, subject to bankruptcy, insolvency and other laws affecting creditors’ rights generally; and (d) its execution, delivery and performance of this Agreement does not and will not conflict with, result in a breach of, constitute a default under, or require the consent of any third party under, any agreement or other obligation to which such Party is subject.

7.2  Chargeflow Limited Warranty Chargeflow further represents and warrants that (a) it will provide the  Chargeflow Service in a competent and workmanlike manner; and (b) it owns or otherwise has sufficient rights (including without limitation all intellectual property rights thereto) to grant the licenses to Customer under this Agreement.  Chargeflow does not warrant that it will be able to correct all reported defects or that use of the  Chargeflow Service will be uninterrupted or error free.  Chargeflow makes no warranty regarding features or services provided by any third parties.  Chargeflow retains the right to modify its services and the  Chargeflow Technology in its sole discretion, provided that  Chargeflow reasonably believes that any such changes and modifications will materially impair Customer’s use of the  Chargeflow Service, it shall provide Customer with notice before making any such change or modification. Customer’s sole remedy for  Chargeflow’s breach of the warranty in this paragraph shall be that  Chargeflow shall remedy the applicable error, or if  Chargeflow is unable to do so in a timely manner, refund to Customer actual damages up to a limit of the fees paid for the  Chargeflow Service for the Subscription Term during which the breach of warranty occurred.

7.3 DisclaimerEXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS

7.1-7.2 ABOVE,  Chargeflow MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE (IN EACH CASE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE), INCLUDING ANY WARRANTY (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT, (B) THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, (C) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR (D) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE.

7.4 Additional DisclaimerCUSTOMER ACKNOWLEDGES THAT THE SERVICE IS HOSTED BY A THIRD PARTY HOSTING PROVIDER (THE “HOSTING CONTRACTOR”) AND USES THIRD PARTY SERVER HARDWARE, DISK STORAGE, FIREWALL PROTECTION, SERVER OPERATING SYSTEMS, MANAGEMENT PROGRAMS, WEB SERVER PROGRAMS FOR DELIVERY OF THE SERVICES (THE “HOSTING CONTRACTOR SERVICES”). ADDITIONALLY,  CHARGEFLOW USES THIRD PARTIES TO HELP RECEIVE PAYMENTS (“PAYMENT PROCESSOR”).  CHARGEFLOW MAY CHANGE ITS HOSTING CONTRACTOR AND PAYMENT PROCESSOR AT ANY TIME. YOUR USE OF THE SERVICE IS SUBJECT TO ANY RESTRICTIONS IMPOSED BY THE HOSTING CONTRACTOR AND THE PAYMENT PROCESSOR, AS APPLICABLE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,  CHARGEFLOW SHALL NOT BE LIABLE FOR ANY PROBLEMS, FAILURES, DEFECTS OR ERRORS WITH THE SERVICE TO THE EXTENT CAUSED BY THE HOSTING CONTRACTOR OR PAYMENT PROCESSOR. CUSTOMER ACKNOWLEDGES THAT THE FEES PAYABLE FOR THE SERVICE REFLECT THE FACT THAT  CHARGEFLOW IS NOT RESPONSIBLE FOR THE ACTS AND OMISSIONS OF THE HOSTING CONTRACTOR OR PAYMENT PROCESSOR.

8. Limitations of Liability8.1 Damages Cap
TO THE FULLEST EXTENT PERMISSIBLE BY LAW,  CHARGEFLOW’ TOTAL LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO  CHARGEFLOW UNDER THIS AGREEMENT WITH RESPECT TO THE THEN-CURRENT SUBSCRIPTION TERM.

8.2 Disclaimer of Indirect Damages
EXCEPT FOR (A) CUSTOMER’S OBLIGATION TO PAY ALL AMOUNTS DUE HEREUNDER; (B) ITS INDEMNIFICATION OBLIGATIONS; AND (C) ITS BREACH OF ANY INTELLECTUAL PROPERTY OR CONFIDENTIALITY OBLIGATIONS OR RESTRICTIONS HEREIN (INCLUDING ANY LIMITATIONS OR RESTRICTIONS ON USE OF THE SERVICE), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF DATA, PROFITS OR REVENUE) ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

8.3 Basis of the Bargain
THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 ARE A FUNDAMENTAL BASIS OF THE BARGAIN, THAT CHARGEFLOW HAS SET ITS FEES IN RELIANCE ON THE ENFORCEABILITY OF THESE PROVISIONS, AND THAT THEY SHALL APPLY NOTWITHSTANDING THAT ANY REMEDY SHALL FAIL ITS ESSENTIAL PURPOSE.

9. Indemnification
9.1  Chargeflow Indemnification Chargeflow shall defend, indemnify and hold harmless Customer and its directors, officers, and employees (“Customer Indemnified Parties”) from and against any third party claims, actions, proceedings, demands, lawsuits, damages, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Claims”) to the extent the  Chargeflow Service infringes, misappropriates or otherwise violates (collectively, “Infringes”) any third party intellectual property or proprietary right (excluding patents).

9.2 Customer Indemnification
Customer shall defend, indemnify and hold harmless  Chargeflow and its directors, officers, employees, agents and providers (“ Chargeflow Indemnified Parties”) from and against any Claims based on the Customer Data to the extent that such Claim does not arise out Customer’s use of the  Chargeflow Service or arises out of Customer’s use of the  Chargeflow Service in a manner that violates this Agreement or the Documentation.

9.3 Indemnification Process
As conditions of the indemnification obligations in Sections 9.1-9.2 above: (a) the applicable Customer Indemnified Party or  Chargeflow Indemnified Party (the “Indemnitee”) will provide the indemnifying Party (the “Indemnitor”) with prompt written notice of any Claim for which indemnification is sought (provided that failure to so notify will not remove the Indemnitor’s indemnification obligations except to the extent it is prejudiced thereby), (b) the Indemnitee will permit the Indemnitor to control the defense and settlement of such Claim, and (c) the Indemnitee will reasonably cooperate with the Indemnitor in connection with the Indemnitor’s evaluation, defense and settlement of such Claim. In defending any Claim, the Indemnitor shall use counsel reasonably satisfactory to the other Party. The Indemnitor shall not settle or compromise any such Claim or consent to the entry of any judgment without the prior written consent of the other Party (not unreasonably withheld).
9.4 Exclusions Chargeflow’s obligations in Section 9.1 above shall not apply to any Claim to the extent arising from or relating to (a) misuse of the  Chargeflow Service not strictly in accordance with the Documentation,  Chargeflow’s instructions, and this Agreement; (b) any modification, alteration or conversion of the  Chargeflow Service not created or approved in writing by  Chargeflow; (c) any combination of the  Chargeflow Service with any computer, hardware, software or service not provided by  Chargeflow; (d)  Chargeflow’s compliance with specifications or other requirements of Customer; or (e) any third party data or Customer Data. If the  Chargeflow Service is or may be subject to a Claim of Infringement described in Section 9.1 above,  Chargeflow may, at its cost and sole discretion: (i) obtain the right for Customer to continue using the  Chargeflow Service as contemplated herein; (ii) replace or modify the  Chargeflow Service so that it becomes non-Infringing without substantially compromising its principal functions; or (iii) to the extent the foregoing are not commercially reasonable, terminate this Agreement and return to Customer any pre-paid fees for the  Chargeflow Service associated with the then-current Subscription Term.  Charge Flow' obligations in this Section 9 shall be  Chargeflow’s sole obligations, and Customer’s sole remedies, in the event of any Infringement of intellectual property or proprietary rights by or related to the  Chargeflow Service.

10. Confidentiality

10.1 Definition“Confidential Information” means information that is disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) hereunder during the Term that is clearly labeled or identified as confidential or proprietary when disclosed, or that, under the circumstances, should reasonably be treated as confidential, including without limitation information (tangible or intangible) regarding a Party’s technology, designs, techniques, research, know-how, specifications, product plans, pricing, customer information, user data, current or future strategic information, current or future business plans, policies or practices, employee information, and other business and technical information. “Confidential Information” shall not include any information that (a) is or becomes generally known to the public through no fault of, or breach of this Agreement by, the Receiving Party; (b) is rightfully in the Receiving Party’s possession at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure. In addition, (i) the terms and conditions of this Agreement shall be deemed to be Confidential Information of both Parties; (ii) the  Chargeflow Service and  Chargeflow Technology shall be deemed Confidential Information of  Chargeflow, regardless of whether or not they are labeled or identified, or would reasonably be considered confidential; and (iii) Customer Data shall be deemed Confidential Information of Customer.

10.2 General Obligations
Each Party agrees that it will during the Term and thereafter (a) not disclose the other Party’s Confidential Information to any third party (other than as permitted in the last sentence of this paragraph); (b) use the other Party’s Confidential Information only to the extent reasonably necessary to perform its obligations or exercise its rights under this Agreement; (c) disclose the other Party’s Confidential Information only to those of its employees and independent contractors who reasonably need to know such information for purposes of this Agreement and who are bound by confidentiality obligations offering substantially similar protection to those in this Section 10; and (d) protect all Confidential Information of the other Party from unauthorized use, access, or disclosure in the same manner as it protects its own confidential information of a similar nature, and in no event with less than reasonable care. Notwithstanding the above, this paragraph shall not prohibit: (i) a Party from disclosing Confidential Information of the other Party to the extent required by applicable law, rule or regulation (including a court order or other government order); provided that such Party provides the other Party prior written notice of such disclosure, to the extent practicable, and reasonably cooperates with efforts of the other Party to seek confidential treatment thereof, to the extent such cooperation is requested by the other Party; or (ii) a Party from disclosing the terms and conditions of this Agreement to its attorneys and financial advisors, or current or potential lenders, other sources of financing, investors or acquirors; provided that such third parties are bound by confidentiality obligations offering substantially similar protection to those in this Section 10 (provided further that such third parties are only permitted to use such information for the purpose of advising, lending or providing financing to, or investing in or acquiring, such Party, as applicable).

10.3 Return or Destruction
Except as otherwise expressly provided in this Agreement, the Receiving Party will return to the Disclosing Party, or destroy or erase, the Disclosing Party’s Confidential Information in tangible form, upon the termination of this Agreement; provided that (a) Receiving Party may retain a copy of Disclosing Party’s Confidential Information solely for the purposes of tracking Receiving Party’s rights and obligations hereunder with respect thereto, (b) Receiving Party may retain copies of Disclosing Party’s Confidential Information solely to the extent required by law or by applicable professional standards which require such Party to retain copies of its working papers, and (c) Receiving Party may retain Disclosing Party’s Confidential Information solely to the extent reasonably necessary for Receiving Party to exercise rights or perform obligations under this Agreement that survive such termination.

10.4 Feedback
Notwithstanding the above or anything to the contrary herein, to the extent that Customer at any time provides  Chargeflow with any feedback or suggestions regarding the  Chargeflow Service, including potential improvements or changes thereto (collectively, “Feedback”), the Feedback shall not be considered Confidential Information of Customer, and  Chargeflow may use, disclose and exploit the Feedback in any manner it chooses. All Feedback provided by Customer is provided “AS IS” and without warranty or representation of any kind.

11. Miscellaneous

11.1 Compliance with Laws
Each Party shall comply with all laws, rules, regulations and ordinances applicable to its activities hereunder.

11.2 Assignment
Customers may not assign this Agreement, or assign any of its rights or delegate any of its obligations under this Agreement, without the prior written consent of  Chargeflow. Any purported assignment or delegation in violation of this paragraph is null and void. This Agreement will bind and insure to the benefit of each Party’s successor and permitted assigns. Notwithstanding the foregoing,  Chargeflow may assign this Agreement to any acquirer of all or substantially all of its assets as they relate to this Agreement.

11.3 Entire Agreement; Amendment
This Agreement along with the subscription arrangement chosen by the Customer at https://chargeflow.io contains the complete understanding and agreement of the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, oral or written, with respect thereto.

11.4 Entire Agreement; Amendment Chargeflow may give any notices issued in connection with this Agreement by email to Customer at the email address given by Customer when creating its account, and such notices shall be effective upon confirmation of transmission to Customer.

11.5 Force Majeure Chargeflow shall not be liable or responsible to Customer, nor be considered to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any provision of this Agreement to the extent such failure or delay is caused by or results from any act, circumstance or other cause beyond the reasonable control of  Chargeflow, including acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either Party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable technology or components, telecommunication breakdown, or power outage.

11.6 Publicity Chargeflow shall have the right to use Customer’s name and logo on client lists published on  Chargeflow’s website and in marketing materials provided that such use is previewed and pre-approved by Customer.  Chargeflow may announce the relationship hereunder in a press release provided that  Chargeflow obtains Customer’s prior approval of the wording of the release (not unreasonably withheld).

11.7 Choice of Law
This Agreement is and will be governed by and construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Delaware, without giving effect to any conflicts of laws provision thereof or of any other jurisdiction that would produce a contrary result.

11.8 Disputes; Arbitration
Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between Customer and  Chargeflow or its employees, agents, successors, or assigns, will exclusively be settled through binding and confidential arbitration. Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”). For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. Customer and  Chargeflow agree as follows: (a) ANY CLAIMS BROUGHT BY A PARTY MUST BE BROUGHT IN SUCH PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (b) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (c)  Chargeflow also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (d) the arbitrator will honor claims of privilege and privacy recognized at law; (e) the arbitration will be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (f) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (g) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded will be determined by the applicable law. Notwithstanding the foregoing (i) either Customer or  Chargeflow may bring an individual action in small claims court to the extent eligible, and (ii) either Party may seek emergency equitable relief before the state or federal courts located in New York in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within New York for such purposes. A request for interim measures will not be deemed a waiver of the right to arbitrate.

11.9 Relationship of the Parties
The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise or employment relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

11.10 WaiverNo waiver by either Party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by such Party. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

11.11 Severability
If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction.

11.12 Headings; Interpretation
Headings are provided for convenience only and will not be used to interpret the substance of this Agreement. Unless the intent is expressly otherwise in specific instances, use of the words “include,” “includes,” or “including” in this Agreement shall not be limiting and “or” shall not be exclusive.

Privacy Policy

Privacy Policy Introduction

This privacy policy is designed to inform users of our proprietary products available at https://chargeflow.io, including all sub-sites and micro-sites controlled by us, and any related smartphone or mobile application (collectively, the “Service”) about how Chargeflow Inc. (“ Chargeflow”, “we” or “us”) gathers and uses personal information submitted to  Chargeflow through the Service.  Chargeflow will take reasonable steps to protect user privacy consistent with the guidelines set forth in this policy and with all applicable U.S. laws. In this policy, “user” or “you” means any person viewing the Service or submitting any personal information to  Chargeflow in connection with using the Service.

By accessing our website, using the service, integrating with our systems, or by otherwise providing us with your personally identifying information, you are accepting the practices and policies described in the Privacy Policy. Our Privacy Policy may change from time to time, and any changes will be posted on this page, and if the changes are significant, we will provide a more prominent notice. If you have questions or concerns regarding the Privacy Policy, you should first contact us at help@chargeflow.io.

Our Privacy Policy does not apply to services offered by other companies or individuals, including third party services used by  Chargeflow. For these third party services, we encourage you to familiarize yourself with the applicable third party privacy policies.
What information do we collect?Personal Information: If you sign up to create an account, we may ask you for certain personal information for the account, including the name of the individual creating the account, business email address, business phone number, company name, and payment information such as credit card number (the “Personal Information”). In addition, if you contact  Chargeflow and disclose additional personal information, we may store that Personal Information.

User Data: When you use the service as well any related software and application, you transmit to  Chargeflow certain user-specific data (“User Data”), including to but not limited to your use of the Service, and additional information.

Web Tracking Information: We, and third party service providers that we engage to provide services to us (“Contractors”), may use web tracking technologies such as cookies, web beacons, pixel tags and clear GIFs in order to operate the Service efficiently and to collect data related to usage of the Service. Such collected data (“Web Tracking Information”) may include the address of the websites you visited before and after you visited the  Chargeflow website, the type of browser you are using, your Internet Protocol (IP) address, what pages in the Service you visit and what links you clicked on, and whether you opened email communications we send to you. In order to collect Web Tracking Information and to make your use of the Service more efficient, we may store cookies on your computer. We may also use web tracking technologies that are placed in web pages on the Service or in email communications to collect information about actions that users take when they interact with the Service or such email communications, and our Contractors may also do so. We do not correlate Web Tracking Information to individual user Personal Information. Some Web Tracking Information may include data, such as IP address data, that is unique to you. You may be able to modify your browser settings to alter which web tracking technologies are permitted when you use the Service, but this may affect the performance of the Service.

How do we use the information we collect?

Personal Information: We will use and store Personal Information for the purpose of delivering the Service (including to establish or renew your  Chargeflow account), and to analyze and enhance the operation of the Service. We may also use Personal Information for the internal operational and administrative purposes of the Service. We may enter Personal Information into our contact management database, and may use such a database to send you marketing materials and to contact you regarding your interest in  Chargeflow products and services.
User Data: We will use the User Data to provide the Service. We may aggregate User Data across all or a subset of users to create statistical information relating to the use of the Service, as described in “Aggregate Information” below.

Aggregate Information: We will also create statistical, aggregated data relating to our users and the Service for analytical purposes. Aggregated data is derived from Personal Information and User Data but in its aggregated form it does not relate to or identify any particular client or individual or any specific user’s data. This data is used to understand our customer base and to develop, improve and market our services.

Web Tracking Information: We use Web Tracking Information to administer the Service and to understand how well our Service is working, to store your user preferences, and to develop statistical information on usage of the Service. This allows us to determine which features users like best to help us improve our Service, to personalize your user experience, and to measure overall effectiveness.

Legal Exception: Notwithstanding the above,  Chargeflow may use Personal Information and User Data to the extent required by law or legal process, or if in  Chargeflow’s reasonable discretion use is necessary to investigate fraud or any threat to the safety of any individual, to protect  Chargeflow’s legal rights or to protect the rights of third parties.

What information do we disclose to third parties? Chargeflow’s Disclosure of Personal Information:  Chargeflow will not disclose Personal Information to any third party except to our Contractors who are bound by written obligations of confidentiality, or as described under “Permitted Disclosures” below.

User Data: We only disclose User Data to any of the designated administrators of the business entity that you establish via your account. Except as described above, we disclose User Data only to you, the user who submitted the User Data to  Chargeflow to our Contractors who are bound by obligations of confidentiality, and as described under “Permitted Disclosures” below.

Web Tracking Information: We disclose Web Tracking Information to Contractors, in order to analyze the performance of the Service and the behavior of users, and to operate and improve the Service.
Aggregate Information: We may disclose aggregated data that does not contain Personal Information that identifies any particular user or person to any third parties, such as potential customers, business partners, advertisers, and funding sources, in order to describe our business and operations.

Permitted Disclosures: Notwithstanding the foregoing,  Chargeflow reserves the right to disclose any information  Chargeflow collects in connection with the Service, without further notice to you (a) to any successor to  Chargeflow’s business as a result of any merger, acquisition or similar transaction; and (b) to any law enforcement or regulatory authority to the extent required by law or if, in  Chargeflow’s reasonable discretion, disclosure is necessary to investigate fraud or any threat to the safety of any individual, to protect  Chargeflow’s legal rights or to protect the rights of third parties.

How can you opt out of use and disclosure of your information?If you would like your Personal Information removed from our mailing list or database, please contact us at help@chargeflow.io. In the event of any such removal,  Chargeflow may retain copies of information for its archives.

Access and updating of informationYou can update your Personal Information by using the profile editing tools on the Service.  Chargeflow will respond to any reasonable request by a user to review or amend his or her Personal Information held in our mailing list or database.  Chargeflow reserves the right to verify your identity in order to provide such access. Please contact us by sending an email to help@chargeflow.io.

Security: We will take security precautions to protect the security and integrity of your Personal Information and User Data in accordance with this policy and applicable law. However, no Internet transmission is completely secure, and we cannot guarantee that security breaches will not occur. Without limitation of the foregoing, we are not responsible for the actions of hackers and other unauthorized third parties that breach our reasonable security procedures.
Links: The Service may contain links to other websites.  Chargeflow is not responsible for the privacy practices or the content of those websites. Users should be aware of this when they leave our site and review the privacy statements of each Web site they visit that collects information. This Privacy Policy applies solely to personal information collected by  Chargeflow.

Amendments:  Chargeflow may modify or amend this policy from time to time. If we make any material changes, as determined by  Chargeflow, in the way in which Personal Information or User Data is collected, used or transferred, we will notify you of these changes by modification of this Privacy Policy, which will be available for review by you at the Service.

Service Visitors from outside the United States:  Chargeflow and its servers are located in the United States and are subject to the applicable state and federal laws of the United States. If you choose to access the Service, you consent to the use and disclosure of information in accordance with this privacy policy and subject to such laws.

Terms of Use: This policy forms part of, and is subject to, the provisions of  Chargeflow’s Terms of Service on any applicable Subscription Agreement.
FeedbackIf there are any questions regarding this page, please contact us: help@chargeflow.ioSecuritySecurity is one of the top priorities for  Chargeflow because it's fundamental to your experience with the product.  Chargeflow is committed to securing your application's data, eliminating systems vulnerability, and ensuring continuity of access.  Chargeflow uses a variety of industry-standard technologies and services to secure your data from unauthorized access, disclosure, use, and loss. All  Chargeflow employees are trained on security practices during company onboarding and on an annual basis. Security is directed by  Chargeflow's Chief Technology Officer.

Vulnerability DisclosureIf you would like to report a vulnerability or have any security concerns with a Chargeflow product, please contact security@chargeflow.io.
You can also report them on our Hackerone program. Currently the program is private, send us an email at security@chargeflow.io to receive an invite.
If you want to encrypt sensitive information please read the information on this keybase account here.
Infrastructure and Network Security

Physical Access Control Chargeflow is hosted on Google Cloud Platform. Google data centers feature a layered security model, including extensive safeguards such as:
Custom-designed electronic access cardsAlarmsVehicle access barriersPerimeter fencingMetal detectorsBiometricsAccording to the Google Security Whitepaper: “The data center floor features laser beam intrusion detection. Data centers are monitored 24/7 by high-resolution interior and exterior cameras that can detect and track intruders. Access logs, activity records, and camera footage are reviewed in case an incident occurs. Data centers are also routinely patrolled by professional security guards who have undergone rigorous background checks and training.”

 Chargeflow employees do not have physical access to Google data centers, servers, network equipment, or storage.
Network Access Control Chargeflow is the assigned administrator of its infrastructure on Google Cloud Platform, and only designated authorized  Chargeflow operations team members have access to configure the infrastructure on an as-needed basis behind a two-factor authenticated virtual private network. Specific private keys are required for individual servers, and keys are stored in a secure and encrypted location.

Penetration TestingChargeflow undergoes black box penetration testing, conducted by an independent, third-party tester, on a continuous basis via our Hackerone vulnerability bounty program. We also did a penetration testing with Alumi 8200 agency. For our enterprise level customers we're happy to provide the results of their findings and the mitigation we applied.

Third-Party Audit
Google Cloud Platform undergoes various third-party independent audits on a regular basis and can provide verification of compliance controls for its data centers, infrastructure, and operations. This includes, but is not limited, to SSAE 16-compliant SOC 2 certification and ISO 27001 certification.

Intrustion Detection and Prevention

Unusual network patterns or suspicious behavior are among  Chargeflow' biggest concerns for infrastructure hosting and management. Google Cloud Platform’s intrusion detection and prevention systems (IDS/IPS) rely on both signature-based security and algorithm-based security to identify traffic patterns that are similar to known attack methods. IDS/IPS involves tightly controlling the size and make-up of the attack surface, employing intelligent detection controls at data entry points, and developing and deploying technologies that automatically remedy dangerous situations, as well as preventing known threats from accessing the system in the first place.  Chargeflow does not provide direct access to security event forensics, but does provide access to the engineering and customer support teams during and after any unscheduled downtime.
Business Continuity and Disaster RecoveryHigh AvailabilityEvery part of the  Chargeflow service uses properly-provisioned, redundant servers (e.g., multiple load balancers, web servers, replica databases) in the case of failure. As part of regular maintenance, servers are taken out of operation without impacting availability.
Business Continuity Chargeflow keeps continuous encrypted backups of data in multiple regions on Amazon Web Services. While never expected, in the case of production data loss (i.e., primary data stores lost), we will restore organizational data from these backups.
Disaster RecoveryIn the event of a region-wide outage,  Chargeflow will bring up a duplicate environment in a different Google Cloud Platform region.

Data transitData into serversAll the incoming connections towards our servers are required to be encrypted with industry standard SSL encryption. Latest SSL Labs report can be found here. We also obfuscate (strip) sensitive information such as Credit Cards, IBAN, SSN and others before it reaches our main database.
Data between our serversConnections between our servers (i.e. web servers <-> databases) are encrypted via TLS with a AES-256bit encryption method. Secrets such as database password, API secrets are encrypted using the same AES-256bit method.</->
Data out of our serversOnce the request is processed, the response is sent back using the same HTTPs SSL encrypted connection.
Data Security and PrivacyData EncryptionAll data in  Chargeflow servers is automatically encrypted at rest. Google Cloud Platform stores and manages data cryptography keys in its redundant and globally distributed Key Management Service. So, if an intruder were ever able to access any of the physical storage devices, the  Chargeflow data contained therein would still be impossible to decrypt without the keys, rendering the information a useless jumble of random characters.

Encryption at rest also enables continuity measures like backup and infrastructure management without compromising data security and privacy.

 Chargeflow exclusively sends data over HTTPS transport layer security (TLS) encrypted connections for additional security as data transits to and from the application.

Data Retention & Removal Read more about our data lifecycle policy here.

PII removal
We recommend that users do not send any personally identifiable information (PII) to  Chargeflow. To mitigate accidents and other security risks,  Chargeflow offers server-side filtering as a default. We striping and obfuscating the incoming data such as Credit Card numbers, IBAN, SSN, etc...

Security TrainingAll new employees receive onboarding and systems training, including environment and permissions setup, formal software development training (if pertinent), security policies review, company policies review, and corporate values and ethics training.
All engineers review security policies as part of onboarding and are encouraged to review and contribute to policies via internal documentation. Any change to policy affecting the product is communicated as a pull request, such that all engineers can review and contribute before internal publication. Major updates are communicated via email to all employees.

Disclosure Policy Chargeflow follows the incident handling and response process recommended by SANS, which includes identifying, containing, eradicating, recovering from, communicating, and documenting security events.  Chargeflow notifies customers of any data breaches as soon as possible via email and phone call, followed by multiple periodic updates throughout each day addressing progress and impact.

Systems status live report Chargeflow maintains a live report of operational uptime and issues on our status page. Anyone can subscribe to updates via email from the status page. Any known incidents are reported there, as well as on our Twitter account.
Incident response planIn case of a security incident it's best to have a clearly defined plan and responsibilities. Below you will find more details regarding the response plan that  Chargeflow has in place in the unlikely case of a security breach.
ResponsibilitiesLevel 1: Depending on how the incident is reported/discovered we generally have the first level of technical support that is likely to triage/escalate the issue. Normally that role is reserved for whoever is on the level 1 tech support shift at the time.
Level 2: Is a senior engineer or CTO that classifies the impact of the security incident.

Level 3: CTO or CEO is responsible for the communication with the affected parties regarding the details of the breach.

Triage process
Before escalating the incident to the next level, the person that first finds out about it needs to verify the incident and its initial impact.

Escalation processOnce verified the escalation process should be immediate to level 2 and then level 3 verbally, by phone, email, whatever medium available.

Classification processOnce escalated the rank/severity of the incident must be determined. Does it affect all customers? A single company? An individual? What type of data was affected if any? Was it encrypted? If so, how?

Investigation process
Analyze all elements of the incident in order to identify all the causes or where a failure occurred including the software, hardware, people, and internal processes.

Lessons learned
Based on the result of the investigation, determine what could be done to prevent this attack and what defensive mechanisms failed and take immediate action to remediate the cause and improve the future process. This information should also be public and posted on our public blog.

Feedback
If there are any questions regarding this page, please contact us: help@chargeflow.io












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