Last Updated: June 9, 2026
Please read these Flashback Terms of Service (these "Terms") carefully. Flashback's applications, tools, platform, products, and the services and resources available via the Flashback website (collectively, the "Services") are controlled by Flashback AI ("Flashback"). These Terms are entered into by and between Flashback and the entity or person downloading, placing an order for, or otherwise accessing the Services ("Customer"). The agreement between Flashback and Customer consists of these Terms together with all fully executed ordering documents or online registration requests that are accepted by Flashback (including, for clarity, any order placed through a third-party marketplace) (each, an "Order") and any supplemental terms that may be presented to you in connection with specific products or features of the Services (collectively, the "Agreement"). This Agreement is effective as of the date of Customer's initial access to the Services through any download, online provisioning, registration, or order process (the "Effective Date"). You acknowledge that if you are using the Services on behalf of, or within your capacity as, a representative, agent, or employee of any entity, then "Customer" as used herein will apply to such entity and such individual.
BY CLICKING "I ACCEPT," DOWNLOADING OR OTHERWISE ACCESSING ANY PORTION OF THE SERVICES, OR EXECUTING AN ORDER, YOU REPRESENT AND WARRANT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) CUSTOMER IS NOT BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, ITS PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICES ON BEHALF OF AN ENTITY, ON BEHALF OF CUSTOMER. IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THE TERMS OF USE, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES. BY CLICKING "I ACCEPT," DOWNLOADING OR OTHERWISE ACCESSING ANY PORTION OF THE SERVICES, OR EXECUTING OR SUBMITTING AN ORDER, CUSTOMER IS ACCEPTING AND AGREEING TO BE BOUND BY ALL OF THE PROVISIONS OF THIS AGREEMENT.
This Agreement is subject to occasional revision, and Flashback reserves the right to charge fees for accessing or using the Services in the future. See Section 6.4 (Modifications to this Agreement) for further information about changes to this Agreement.
Subject to Customer's ongoing compliance with this Agreement, Flashback grants Customer a non-exclusive, non-transferable right, during the Term (as defined in Section 2.1 (Term)), to access and use the Services identified in each active Order solely for Customer's internal business purposes and solely in accordance with the published documentation for the Services ("Documentation"). Flashback may make certain features of the Services available to Customer at no charge on an ongoing basis (the "Free Tier"). Customer acknowledges and agrees that the Free Tier is subject to limitations, which may include, without limitation, restrictions on storage capacity, access to usage history, and available features, in each case as set forth in the Documentation or the applicable Order. Flashback reserves the right to modify, limit, or discontinue the Free Tier (or any aspect thereof) at any time in its sole discretion and without liability of any kind. Customer is solely responsible for ensuring that its systems meet the hardware, software and any other applicable system requirements for the Services as specified in the Documentation.
As part of the set-up process, Customer may be asked to create one or more accounts on the Services (each, an "Account") and provide certain information as prompted in the account registration process. Customer represents and warrants that: (i) all required Account registration information submitted is truthful and accurate; and (ii) Customer will maintain the accuracy of such information. Customer is responsible for maintaining the confidentiality of all Account login information and is fully responsible for all activities that occur under Customer's Accounts. Customer will use reasonable efforts to prevent any unauthorized access or use of the Services and Customer agrees to immediately notify Flashback of any unauthorized use, or suspected unauthorized use, of the Accounts or any other breach of security. Additionally, if there is unauthorized access or use by anyone who obtained access directly or indirectly through Customer, Customer will also take all steps reasonably necessary to terminate the unauthorized access or use and cooperate and assist with any actions taken by Flashback to remediate any issues resulting from, or related to, such unauthorized access or use. Flashback will not be liable for any loss or damage arising from any unauthorized use of the Accounts or Customer's failure to comply with the above requirements.
If Customer creates more than one Account on the Services for use by Customer's employees, contractors, or other representatives (each, a "Team User," and collectively, a "Team"), Customer may designate one or more such Team Users as an authorized administrator (each, an "Administrator"). Customer acknowledges that Administrators may access, use, download, export, disclose, share, restrict and/or remove Customer Data provided by Team Users. Administrators may also restrict or terminate Team Users' access to Customer Data. As between Flashback and Customer, Customer is solely responsible for all actions and omissions of its Team, including any Administrators and Team Users.
Customer acknowledges that the Services leverage artificial intelligence ("AI") technology, including by using Customer Data to generate, modify, and refine output ("Output"). Due to the nature of AI technology, Output may be unpredictable, and may include inaccurate or harmful responses. Before using any Output, Customer is solely responsible for reviewing the Output for accuracy, safety, and compliance with applicable laws. Customer assumes all responsibility for the Output. All Output will be deemed to be "Customer Data" that, as between Customer and Flashback, is owned by Customer; provided, however, that nothing in this Agreement will be deemed to restrict Flashback or the Services from independently providing the same or similar Output to any other customer or user based on the same or similar input from such other customer or user. For clarity, the foregoing sentence applies solely to output that is independently generated by the Services in response to another customer's or user's input and does not authorize Flashback to reproduce, disclose, or distribute any Customer Data (including Captures, playbooks, or augmented notes) to any other customer or user. Customer is and will remain fully responsible and liable for the deployment of the Services for Customer's use case and Customer acknowledges that Flashback does not control how Customer deploys or implements the Services. Customer will at all times use the Services in compliance with applicable laws. Without limiting the foregoing, Customer will remain responsible for ensuring that the Services are used by Customer in a manner that complies with laws applicable to automated profiling and automated decision-making about natural persons, and their requirements, such as, to the extent applicable, notice, transparency, and choice. Additionally, Customer will not use the Services as part of an automated decision-making process with legal or similarly significant effects, unless Customer ensures that the final decision is made by a human being.
To enable the full functionality of the Services, Customer may be required to connect and integrate the Services with Customer's servers, cloud-hosting environments and/or applications (which may include, without limitation, any of the foregoing that are made available to Customer by a third-party service provider) (collectively, the "Connected Services"). Customer will be solely responsible for integrating and implementing the Connected Services with the Services. As between the parties, Customer is solely responsible for determining if the Connected Services are appropriate for use with the Services and for obtaining all necessary consents, permissions, approvals, or licenses to access and use the Connected Services. Customer assumes all risks associated with use of any Connected Services, and for any issues caused by Customer's use of any third-party hardware, software, or services not provided by Flashback. Flashback does not endorse, warrant or support, is not responsible for, and disclaims all liability with respect to, such Connected Services, including without limitation, the privacy or data security practices or other policies related to such Connected Services.
Subject to Customer's ongoing compliance with this Agreement, Flashback grants Customer a non-exclusive, non-transferable license during the Term to: (i) download, install, and use Flashback's mobile and desktop applications and any other integration materials provided by Flashback to Customer solely for the purpose of integrating the Connected Services with the Services (collectively, the "Integration Materials"), and (ii) to access and call the APIs that are made available by Flashback to Customer solely in connection with Customer's permitted use of the Services, in each case in accordance with the Documentation and this Agreement. For clarity, while Flashback may make Integration Materials available to Customer to enable Customer to connect and integrate the Services with Connected Services, Customer will be solely responsible for integrating and implementing the Services with the Connected Services. Customer is solely responsible for any Connected Service that Customer chooses to integrate with the Services and Customer assumes all risks associated with use of the foregoing. Customer acknowledges that the Services are intended to collect certain Customer Data from integrated Connected Services at Customer's direction (in accordance with Section 1.7 (Capture Functionality)), and Customer hereby provides its consent to such collection by Flashback.
The Services include functionality that enables Customer to capture files, data, and other Customer Data from Connected Services via the Integration Materials (each such captured item, a "Capture"). All Captures are initiated at the direction of Customer or an authorized Team User, whether through a one-time affirmative action or through a standing configuration or rule established by Customer or a Team User (e.g., automatic re-capture of previously captured content or automatic capture of new or modified files within a designated Connected Service folder); no Capture will occur without Customer's or a Team User's prior authorization. Customer may store, organize, share (subject to Section 1.3 (Teams and Administrators)), and use Captures in connection with the Services, including to generate drafts and other Output using Connected Services made available through the Services. All Captures constitute Customer Data and are subject to the terms of this Agreement applicable thereto.
The Services are made available to Customer solely for its own internal business purposes. To the maximum extent permitted by applicable law, Customer shall not, directly or indirectly, and shall not authorize any person to: (i) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any source code, structure, ideas, algorithms, or other hidden or non-public elements of, (ii) translate, adapt, publish, reproduce, distribute or modify, (iii) except as described in Section 1.5 (Connected Services) or as authorized by Flashback, write or develop any program based upon or incorporate into any product or service Customer provides to a third party, (iv) use in any manner for the purpose of developing, distributing or making accessible products or services that are similar to or compete with, (v) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in any rights in, (vi) make available on a service bureau basis, as part of any third party's product offering (regardless of hosting or distribution model) or otherwise access or use (or permit a third party to access and use) for the benefit of a third party, (vii) allow unauthorized persons to have access to, (viii) transmit unlawful, infringing or harmful data, content or code to or from, (ix) copy or replicate, (x) interfere with, disrupt, or create an undue burden on (or violate the regulations, policies, or procedures of) any servers or networks connected to, (xi) attempt to gain unauthorized access to or interfere with any license key mechanism in or otherwise circumvent any mechanism intended to limit use of, (xii) alter or remove any trademarks or proprietary notices contained in or on, (xiii) engage in framing, mirroring, or otherwise simulating the appearance or function of, (xiv) perform or publish any performance or benchmark tests or analyses relating to, or (xv) otherwise use except as expressly permitted hereunder, in each case of (i) - (xv), in whole or in part, the Services (and all technology constituting or used to provide the Services) and all related Documentation (collectively, "Flashback Technology").
Flashback may make certain features of the Services (or any specific features or functionality thereof) available to Customer as part of a "free trial," "pilot," or "pre-release" offering, in which case, unless expressly indicated in the applicable Order: (i) Flashback will be free to terminate or suspend Customer's access thereto for any reason at any time and without liability of any kind, and (ii) notwithstanding any other provision of this Agreement, any such access to the applicable part of the Services is provided on an "AS IS" and "AS AVAILABLE" basis without warranty or support of any kind, express or implied.
This Agreement will start on the Effective Date and, unless terminated earlier in accordance with this Agreement, will remain in full force and effect while Customer retains access to or uses any feature of the Services (the "Term"). In the event that all Orders have expired or terminated, either party may terminate this Agreement upon written notice to the other party.
The duration of Customer's initial subscription term for each Order will be as set forth in such Order ("Initial Subscription Term"), and, unless otherwise indicated in the Order, shall automatically renew on a recurring basis for additional subscription periods of the same duration as the Initial Subscription Term (as applicable, a "Renewal Subscription Term") until terminated or cancelled by Customer or Flashback as set forth below. The Initial Subscription Term of an Order, together with any applicable Renewal Subscription Term(s) for such Order, are collectively, the "Subscription Term."
Flashback may terminate this Agreement and/or any applicable Order, in whole or in part, by written notice if Customer fails to pay within ten (10) days after notice of nonpayment for any amounts owed to Flashback. Additionally, either party may terminate this Agreement and all Orders in the event that: (i) the other party is in material breach of this Agreement, which is not cured within thirty (30) days after written notice of such breach, or (ii) the other party files for or is adjudicated bankrupt or suffers any other analogous event.
Upon the effective date of expiration or termination of this Agreement for any reason: (i) all outstanding Orders and access to Flashback Technology will automatically terminate, and (ii) all outstanding payment obligations of Customer become due and payable immediately. All definitions and the following provisions will survive the expiration or termination of this Agreement for any reason: Sections 1.8 (Restrictions), 2.4 (Effect of Termination), 2.5 (Suspension), and 3 (License; Ownership) through 6 (General Provisions).
Flashback reserves the right to suspend, terminate, or downgrade Customer's access to or use of any or all of the Services, in its sole discretion, including if Flashback suspects that Customer is using the Services in violation of this Agreement, or if Flashback otherwise believes such action is reasonable to comply with any applicable law, regulation or court order.
Customer will retain ownership of all of its rights in any content, materials, data, or information that is uploaded, transmitted, or otherwise provided to the Services by or on behalf of, or at the direction of, Customer, including any data, information, materials, and content that is stored in or accessible via any Connected Service (collectively, the "Customer Data"). Flashback is hereby granted a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable, irrevocable, right and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, perform, and display the Customer Data (in whole or in part) solely for the purposes of operating and providing the Services to Customer as described by this Agreement. Additionally, Customer hereby grants Flashback a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable, irrevocable, right and license to (i) collect, access, process, and analyze log and other data related to Customer's use of the Services and Flashback's provision, use and performance and various aspects of the Services and related systems technologies (collectively, "Usage Data") and (ii) use such Usage Data to troubleshoot, improve and enhance the Services, and for other development, diagnostic, security, corrective, statistical modeling, machine learning, product analytics, and regression analysis purposes. For clarity, Usage Data is not Customer Data.
This section, and Customer's use restrictions and obligations therein, is herein referred to in this Agreement as the "Acceptable Use Policy." The Customer Data made accessible on the Services, including but not limited to any data, models, content, text, and other materials that are collected, uploaded to, or otherwise provided to the Services by or on behalf of Customer, is the sole responsibility of Customer. This means that Customer, and not Flashback, is solely responsible for all Customer Data that is accessible through the Services, including its accuracy, completeness, and suitability. Customer acknowledges that Flashback has no obligation to pre-screen Customer Data, although Flashback reserves the right in its sole discretion to pre-screen, refuse or remove any Customer Data from the Services, including if Flashback believes it violates this Agreement or is otherwise objectionable. Customer further agrees, represents, and warrants that: (i) the Customer Data will not contain any content or material that is illegal, or include any content and material that violates, infringes, or misappropriates any third party's intellectual property rights, constitutes an invasion of privacy or misappropriation of publicity rights, (ii) Customer will not use the Services or transmit Customer Data in a manner that is or could be harassing, abusive, tortious, threatening, harmful, harmful to minors in any way, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, indecent, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, (iii) the Customer Data will not contain any computer code, programs, or programming devices that are designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, the operation of the Services or any other associated software, firmware, hardware, computer system, or network (including, without limitation, "Trojan horses," "viruses," "worms," "time bombs," "time locks," "devices," "traps," "access codes," or "drop dead" or "trap door" devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Services to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with operation, (iv) Customer will not send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise, (v) Customer will not use the Services to harvest, collect, gather or assemble information or data regarding third-party users, including email addresses, without their consent, (vi) Customer will not interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks, (vii) Customer will not attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means, (viii) Customer will not harass or interfere with any third-party user's use and enjoyment of the Services, (ix) Customer will not use software or automated agents or scripts to produce multiple Accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services, and (x) Customer will not provide or make accessible on the Services any Customer Data that is otherwise objectionable to Flashback in its sole discretion. Flashback reserves the right (but has no obligation) to review, refuse and/or remove any Customer Data in its sole discretion, and to investigate and/or take appropriate action against Customer in Flashback's sole discretion if Customer violates the Acceptable Use Policy or any other provision of this Agreement or otherwise creates liability for Flashback or any other person. Such appropriate action may include removing or modifying the Customer Data, terminating the Account in accordance with this Agreement, and/or reporting Customer to law enforcement authorities.
Flashback will process Customer Data only as is reasonably necessary to provide the Services and as otherwise set forth in the Agreement. Flashback will implement and maintain commercially reasonable technical and organizational measures designed to protect Customer Data against accidental, unauthorized, or unlawful destruction, loss, alteration, or disclosure. Without limiting the foregoing: (i) all Customer Data, including Captures, will be encrypted both in transit and at rest; (ii) Flashback will not use Customer Data to train, improve, or fine-tune any AI or machine learning models (whether Flashback's own or those of any third party), excluding de-identified or aggregated usage and telemetry data processed pursuant to Section 3.1 (License from Customer); (iii) Flashback will not disclose, share, or otherwise make Customer Data accessible to any third party, except (a) as expressly authorized by Customer, or (b) to Flashback's authorized subprocessors and service providers who are bound by written confidentiality and data protection obligations no less protective than those set forth herein; (iv) Customer Data will be logically segregated on a per-individual and per-Team basis such that each Team User's Customer Data is accessible only to that Team User unless and until such Team User affirmatively elects to share such Customer Data with other members of Customer's Team or with other authorized users of the Services; and (v) the default access setting for all Customer Data is private to the individual Team User who created or uploaded it. Notwithstanding clause (ii) above, Flashback may (a) use Customer Data solely to fine-tune, personalize, or adapt models that are trained exclusively on such Customer's data and used exclusively to provide the Services to that Customer, and (b) use explicit user feedback signals (such as thumbs-up/thumbs-down ratings, corrections, and similar inputs) to improve the Services generally. Customer shall ensure (and is solely responsible for ensuring) that it has given such notices to and obtained such consents and permissions from all relevant third parties, and has reserved all rights, in each case, as may be required under applicable law or otherwise for Flashback to process Customer Data to provide the Services as contemplated by the Agreement.
Customer is solely responsible for backing up Customer Data and Flashback expressly disclaims all warranties or obligations with respect to storage or back up of Customer Data. Without limiting the foregoing, Flashback reserves the right to delete any and all Customer Data in its discretion in the event that Customer terminates its subscription to the Services. Upon Customer's request during the Subscription Term, Flashback will make Customer Data available for export in a commonly used, machine-readable format. Following termination or expiration of this Agreement, Customer will have thirty (30) days to request export of its Customer Data, after which Flashback may delete all Customer Data in accordance with its standard data retention practices.
Except for the limited rights granted in this Agreement, Flashback hereby retains all right, title and interest, including all intellectual property rights, in and to the Flashback Technology. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED BY FLASHBACK.
Customer hereby grants to Flashback and its affiliates a worldwide, irrevocable, perpetual, sublicensable, royalty-free right and license to use, modify, transmit, reproduce, make derivative works of, disclose and exploit without restriction all feedback and suggestions provided by Customer (collectively, "Feedback"), including, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems, suggested modifications, and user-desired features, regarding the Flashback Technology or any portion thereof.
Customer shall indemnify, defend, and hold harmless Flashback and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (collectively, the "Flashback Entities") from and against any third-party claim, loss, or damage (including reasonable attorney's fees), arising out of or relating to: (i) an allegation that the use by or on behalf of Flashback in accordance with this Agreement of any of the Customer Data or Connected Services infringes or misappropriates any third party's rights or violates applicable laws, (ii) the use of the Services in combination with material, content, software, technology, products, data or services not developed and provided by Flashback, including without limitation the Connected Services and Customer Data, (iii) Customer's failure to use the Services in accordance with this Agreement or otherwise comply with the terms of this Agreement, (iv) any Customer Data, (v) any other data or materials obtained at the request of Customer, or (vi) Customer's violation or alleged violation of Sections 1.3 (Teams and Administrators), 1.4 (AI Functionality) or 1.8 (Restrictions) or the Acceptable Use Policy. Flashback will provide Customer with: (a) prompt written notice of; (b) control over the defense and settlement of; and (c) all information and assistance reasonably requested by Customer (each at Customer's sole expense) in connection with the defense or settlement of, any such claim. Notwithstanding the foregoing, Flashback will at all times have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at Flashback's own expense.
Flashback shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim alleging that Customer's use of the Services as permitted under this Agreement infringes or misappropriates such third party's United States patent, copyright, trademark, or trade secret rights. The foregoing obligation will not apply to the extent any claim arises from: (a) use of the Services in combination with any materials, data, software, content, or services not provided by Flashback, including any Connected Services or Customer Data; (b) Customer's modification of the Services or any component thereof; (c) Customer's use of the Services other than in accordance with this Agreement and the Documentation; (d) Customer's continued use of the allegedly infringing Services after Flashback has provided Customer with a non-infringing alternative or has notified Customer of a modification or workaround; or (e) use of other than the then-current version of the Services, where the infringement would have been avoided by use of the then-current version. If the Services become, or in Flashback's reasonable opinion are likely to become, the subject of a claim of infringement, Flashback may, at its sole option and expense: (i) procure for Customer the right to continue using the Services; (ii) replace or modify the Services so that they become non-infringing without material diminution in functionality; or (iii) if neither (i) nor (ii) is commercially practicable, terminate the applicable Order and refund to Customer any prepaid, unused fees for the remainder of the then-current Subscription Term. This Section states Flashback's sole liability, and Customer's sole and exclusive remedy, with respect to any claim of intellectual property infringement relating to the Services.
Customer represents, warrants, and covenants that it has and will maintain during the Term all necessary right, title, interest, authorizations, and permissions to: (i) grant rights to, access, provide, provide access to, or request Flashback access, disclose, or submit, any Customer Data and/or Feedback, and (ii) access and permit Flashback to access on Customer's behalf any Connected Services and Customer Data, as applicable.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: (i) THE FLASHBACK TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE BY FLASHBACK OR THROUGH THE SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS; (ii) THE FLASHBACK ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE FLASHBACK TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE BY FLASHBACK OR THROUGH THE SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING, USAGE, TRADE OR RELIANCE. THE FLASHBACK ENTITIES DO NOT WARRANT ANY THIRD-PARTY CONTENT OR FUNCTIONALITY. TO THE FULLEST EXTENT PERMITTED BY LAW, THE FLASHBACK ENTITIES DO NOT WARRANT THAT THE FLASHBACK TECHNOLOGY AND ANY OTHER MATERIALS, RECOMMENDATIONS OR CONTENT MADE AVAILABLE THROUGH THE FLASHBACK TECHNOLOGY (INCLUDING THE SERVICES) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM THE FLASHBACK TECHNOLOGY (INCLUDING THE SERVICES) WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. AS BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND DETERMINING WHETHER OR NOT, OR HOW TO, USE ANY OUTPUT, CONTENT, MATERIALS OR DATA THAT IS MADE AVAILABLE VIA THE SERVICES. WITHOUT LIMITING THE FOREGOING, AS BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR, AND FLASHBACK WILL HAVE NO LIABILITY FOR, ANY DECISIONS MADE BY CUSTOMER BASED UPON ANY OUTPUT, CONTENT, MATERIALS OR DATA THAT IS PROVIDED BY THE SERVICES, INCLUDING ANY DECISIONS MADE BY CUSTOMER IN CONNECTION WITH THE SERVICES, REGARDLESS OF ANY RESULTS OR OUTPUT GENERATED BY THE SERVICES.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE FLASHBACK ENTITIES ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM CUSTOMER'S USE OF OR ACCESS TO THE FLASHBACK TECHNOLOGY OR ANY OTHER OUTPUT, MATERIALS, DATA OR CONTENT THAT IS MADE AVAILABLE BY FLASHBACK OR THROUGH THE SERVICES. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER'S USE OF THE FLASHBACK TECHNOLOGY (INCLUDING THE SERVICES) AND ANY OUTPUT, CONTENT, DATA OR MATERIALS THAT ARE ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED FROM FLASHBACK OR THROUGH THE FLASHBACK TECHNOLOGY, INCLUDING WITHOUT LIMITATION ANY CONNECTED SERVICES, IS AT CUSTOMER'S OWN DISCRETION AND RISK, AND THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE FLASHBACK ENTITIES ARE NOT RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S PROPERTY, INCLUDING ANY CONNECTED SERVICES USED IN CONNECTION WITH THE FLASHBACK TECHNOLOGY OR ANY LOSS OF DATA OR CUSTOMER DATA.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE FLASHBACK ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE FLASHBACK ENTITIES' TOTAL LIABILITY (INCLUDING ATTORNEYS' FEES) ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100). EXCEPT FOR ANY ACTION BY FLASHBACK FOR NON-PAYMENT, NEITHER PARTY MAY BRING ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MORE THAN TWELVE (12) MONTHS AFTER THE DATE THE CLAIM AROSE. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.
Except as expressly set forth in this Agreement, neither party may assign this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that Flashback may assign this Agreement without the written consent of Customer as part of the conversion to a corporation or other corporate reorganization, upon a change of control, consolidation, merger, reincorporation, sale of all or substantially all of its assets related to this Agreement or a similar transaction or series of transactions. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet. The delayed party shall give the other party notice of such cause and shall use its commercially reasonable efforts to correct such failure or delay in performance.
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for New York City, New York for any lawsuit filed there against Customer by Flashback arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Flashback may modify this Agreement from time to time by giving notice to Customer through Flashback's online user interfaces, by sending Customer an email to an email address associated with Customer's Account, by prominently posting notice of the changes on the Services, or in any other manner permitted by this Agreement. In the event that the last email address that Customer has provided is not valid, or for any reason is not capable of delivering to Customer the notice described above, Flashback's dispatch of the email containing such notice will nonetheless constitute effective notice of the changes to this Agreement described in the notice. Unless a shorter period is specified by Flashback (e.g., due to changes in the law or exigent circumstances), the modifications become effective upon the earlier of (i) thirty (30) days after Flashback's notification or (ii) renewal of Customer's current Subscription Term or entry into a new Order. If Flashback specifies that the modifications to this Agreement will take effect prior to Customer's next renewal or Order and Customer notifies Flashback in writing at support@flashbackai.dev of Customer's objection to the modifications within thirty (30) days after the date of such notice, Flashback (at its option and as Customer's exclusive remedy) will either: (a) permit Customer to continue under the existing version of the Agreement until expiration of the then-current Subscription Term, if any (after which time the modified Agreement will go into effect), or (b) allow Customer to terminate this Agreement. Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Services, and, in any event, continued use of the Services after the modified version of this Agreement becomes effective will constitute Customer's acceptance of such modified version.
Customer agrees that Customer will not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of, the Flashback Technology or any technical information about the Flashback Technology to any country for which such export or re-export is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other government entity as may have jurisdiction over such export or re-export. Customer hereby represents and warrants that: (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties. The Flashback Technology is deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display or disclosure of the software and accompanying documentation by the U.S. Government shall be governed solely by the terms and conditions of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
This Agreement (together with all Orders) is the sole agreement of the parties concerning the subject matter hereof, and it supersedes all prior agreements and understandings with respect to said subject matter. In the event of any conflict between the terms of an Order and the terms of this Agreement, the terms of this Agreement will apply unless the Order expressly indicates that a provision of the Order should supersede contrary language in the Agreement. No terms of any purchase order, acknowledgement or other form provided by Customer will modify this Agreement, regardless of any failure of Flashback to object to such terms. Any ambiguity in this Agreement shall be interpreted equitably without regard to which party drafted this Agreement. Except as set forth in Section 6.4 (Modifications to this Agreement), this Agreement may only be amended by a writing signed by both parties. This Agreement may be executed in counterparts. The headings in this Agreement are inserted for convenience and are not intended to affect the interpretation of this Agreement. Any required notice shall be given in writing by customary means with receipt confirmed. Notices to Customer shall be sent to the address set forth on the Order. Notices to Flashback shall be given to support@flashbackai.dev. Notices will be deemed to have been given at the time of actual delivery in person, one (1) day after delivery to an overnight courier service, or three (3) days after deposit in the mail. The relationship between the parties shall be that of independent contractors. Flashback may use subcontractors. Waiver of any term of this Agreement or forbearance to enforce any term by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement. Any provision found to be unlawful, unenforceable or void shall be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without said provision.