USER TERMS OF SERVICE AND PRIVACY POLICY

Last Updated: September 22, 2022

BY USING FIXTUREFLOW, YOU AGREE TO THE FOLLOWING USER TERMS OF SERVICE AND PRIVACY POLICY (“TOS”) GOVERNING YOUR USE OF FIXTUREFLOW. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, NOT USE FIXTUREFLOW. Subject to these TOS, Foxwood Innovations, LLC (“Foxwood Innovations”) will provide you with use of FixtureFlow. Your registration for, or use of, FixtureFlow shall be deemed to be your agreement to abide by these TOS. For reference, a Definitions section is included at the end of these TOS. Foxwood Innovations reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because FixtureFlow is a hosted, online application, Foxwood Innovations occasionally may need to notify all users of FixtureFlow of important announcements regarding the use or operation of FixtureFlow.

License Grant & Restrictions. In connection with a FixtureFlow License Agreement between Foxwood Innovations and Licensee (“SLA”), and subject to the terms and conditions therein, Foxwood Innovations hereby grants you a non-exclusive, non-transferable, right to use FixtureFlow, solely for your own business purposes, subject to the terms and conditions of these TOS. All rights not expressly granted to you are reserved by Foxwood Innovations.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party FixtureFlow or the Content in any way; (ii) modify or make derivative works based upon FixtureFlow or the Content; (iii) create Internet “links” to FixtureFlow or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access FixtureFlow in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of FixtureFlow, or (c) copy any ideas, features, functions or graphics of FixtureFlow.

You may use FixtureFlow only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of FixtureFlow or the data contained therein; or (v) attempt to gain unauthorized access to FixtureFlow or its related systems or networks.

Your Responsibilities. You are responsible for all activity occurring under your User account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of FixtureFlow, including those related to data privacy, international communications and the transmission of privileged or personal data. You shall notify Foxwood Innovations immediately of any known or suspected breach of security, including unauthorized use of any password or account.

Account Information and Data. Foxwood Innovations does not own any data, information or material that you submit to FixtureFlow in the course of using FixtureFlow. The Licensee that is licensing use of FixtureFlow is the owner of all data, information and material that you submit to FixtureFlow.

You, not Foxwood Innovations, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Data, and Foxwood Innovations shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store or transmit any Data.

Privacy Policy. When you set up an account to use our FixtureFlow, you will be asked to provide certain personal information, including your name and email address. We will store your personal information, but will not share it with any third parties without first letting you know.

We will also share your personal information if necessary to provide the services offered, to monitor usage, to improve FixtureFlow and as otherwise described in these TOS. For example, we may store your personal information along with your files and data on a third-party server such as Amazon Web Services; or we may use a third-party analytics tool to learn how you are using FixtureFlow, and how we can improve that experience. We also use your personal information to send you notifications about the service and to respond to customer support requests. You can access and change your personal information by logging in to your account settings page or cancel your account by sending an email at legal@fixtureflow.com

We may be required to disclose your personal information in order to: (1) comply with the law or legal process; (2) protect or defend our rights or property, or the rights or property of others; (3) enforce these TOS; or (4) respond to claims that the content of any material on our system violates the rights of others. If we must disclose your personal information in order to comply with the law or legal process, we will inform you (at the email address you provide) as soon as practicable, provided that it is lawful for us to do so.

We will also aggregate user information and perform statistical analyses of the collective behavior of our FixtureFlow account holders and visitors, to measure overall demographics, and to analyze how to improve our service. We may share this information with third parties (such as Google Analytics), but such aggregate information does not contain personal information other than IP addresses. In addition, we may compile and disclose aggregate information about our users for promotional or other purposes.

We use session and login cookies, which help us keep track of when a person is logged in and determine the content or sites users link to and view, which services people use, and the content that you promote, block or delete. We will also capture login timestamps, and usage statistics, as well as IP addresses.

We will communicate with you via email, to the email address you provide to us. Some communications, such as emails informing you of new features, may be unsubscribed to via the unsubscribe link in the email. If you would like to cease all communications from us, please send an email to legal@fixtureflow.com and we will cancel your account.

If we are involved in a merger, acquisition or asset sale, your personal information may be transferred. We will provide notice to you, via the email address that you provide to us, before your personal information becomes subject to a different privacy policy.

The security of your personal information is important to us, but no method of transmission over the Internet, or method of electronic storage, is completely secure. While we strive to use commercially acceptable means to protect your personal information, we cannot guarantee its absolute security. If we believe your account has been breached we will promptly notify you of the breach at the email address that you provide (or by other legal means if we believe that your email account has been breached).

Intellectual Property Ownership. Foxwood Innovations shall be the sole owner of all rights, title and interest, including all related Intellectual Property Rights, in and to FixtureFlow and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to FixtureFlow.

This Agreement is not a sale and does not convey to you any rights of ownership in or related to FixtureFlow or the Intellectual Property Rights owned by Foxwood Innovations. The Foxwood Innovations name, the Foxwood Innovations logo, and the product names associated with FixtureFlow are trademarks of Foxwood Innovations or third parties, and no right or license is granted to use them.

Non-Payment and Suspension. In addition to any other rights granted to Foxwood Innovations herein, Foxwood Innovations reserves the right to suspend or terminate these TOS and your access to FixtureFlow if your account becomes delinquent (falls into arrears) pursuant to any SLA.

Termination for Cause. Any breach of payment obligations or unauthorized use of FixtureFlow will be deemed a material breach of these TOS. Foxwood Innovations, in its sole discretion, may terminate your password, account or use of FixtureFlow if you breach or otherwise fail to comply with these TOS. You agree and acknowledge that Foxwood Innovations has no obligation to allow you to access Data. if you have materially breached these TOS, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

Representations & Warranties. You represent and warrant that You have the legal power and authority to enter into these TOS. Foxwood Innovations represents and warrants that it will provide FixtureFlow in a manner consistent with general industry standards reasonably applicable to the provision thereof and that FixtureFlow will perform properly under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to FixtureFlow.

Third-Party Software Policies. Foxwood Innovations may use or link to third-party software that is not owned or controlled by us and you are subject to the terms and policies of these third-party software providers For example, our FixtureFlow uses Amazon Web Services and the Terms of Service for this third-party service provider are available at: https://aws.amazon.com/service-terms/

We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. We advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

Warranties. These TOS shall be subject to the warranty limitations found in the FixtureFlow License Agreement.

Internet Delays. FIXTUREFLOW MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. FOXWOOD INNOVATIONS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Limitation on Liability. These TOS shall be subject to the limitations found in the FixtureFlow License Agreement. In no event shall Foxwood Innovations be liable to You as an authorized user of FixtureFlow.

Notice. Foxwood Innovations may give notice by means of a general notice when you login to FixtureFlow or, via an email to your address on record. You may give notice to Foxwood Innovations at any time by sending us an email, with return receipt requested, at the following address: legal@fixtureflow.com; or by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Foxwood Innovations at the following address: 322 Mall Blvd, #234, Monroeville, PA 15146.

Assignment; Change in Control. This Agreement may not be assigned, transferred or sold by You without the prior written approval of Foxwood Innovations, provided, however, the Agreement may be assigned without your consent by Foxwood Innovations to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment, transfer or sale in violation of this section shall be void.

General. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with these TOS or FixtureFlow shall be subject to the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Pennsylvania.

If any provision of these TOS is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

No joint venture, partnership, employment, or agency relationship exists between you and Foxwood Innovations as a result of this agreement or use of FixtureFlow. The failure of Foxwood Innovations to enforce any right or provision in these TOS shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Foxwood Innovations in writing. This Agreement, together with the SLA, comprises the entire agreement between You and Foxwood Innovations regarding the subject matter contained in these TOS.

Definitions as Used in these TOS:

  • “Foxwood Innovations” means Foxwood Innovations, LLC, a Pennsylvania limited liability company.

  • “Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using FixtureFlow.

  • “Data” means any Licensee Data or Merchandising Company Data submitted by you to FixtureFlow or shared with you through FixtureFlow in the course of using FixtureFlow.

  • “Effective Date” means the date you begin using FixtureFlow.

  • “FixtureFlow” means any product or products bundled under the FixtureFlow brand, and accompanying Documentation for these products.

  • “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

  • “Licensee” means the company that has contracted with Foxwood Innovations for You to use FixtureFlow pursuant to these TOS.

  • “License Term(s)” means the period(s) during which You are licensed to use FixtureFlow pursuant to the SLA.

  • “TOS” means these online User Terms of Service and any materials available on the Foxwood Innovations website specifically incorporated by reference herein, as such materials, including the specific terms of these TOS, may be updated by Foxwood Innovations from time to time in its sole discretion.

  • “User” means You.