Terms Of Use

Effective January 15, 2021

Terms of Use and Privacy Policy may be updated to reflect changing legal requirements and industry practices. You can access the most current Terms of Use at freeflowhub.com.au/terms-and-conditions and the most current Privacy Policy at freeflowhub.com.au/privacy.

Free Flow Hub Subscription Agreement

This Free Flow Hub Online Subscription Agreement is between You and Free Flow Hub. It is effective on the date Free Flow Hub provides You with confirmation of your Subscription or the date on which your Subscription is renewed, as applicable.

Use of Online Services

Right to use. Free Flow Hub grants You the right to access and use the Online Services and to install and use the Software included with your Subscription, as further described in this agreement. Free Flow Hub reserve all other rights.
Acceptable use. You may use the Product only in accordance with this agreement. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the Product, except to the extent applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Online Services. You may not rent, lease, lend, resell, transfer, or host the Product, or any portion thereof, to or for third parties except as expressly permitted in this Agreement.
Software licensing. Any Software is the copyrighted work of Free Flow Hub and and or its suppliers. Use of the Software is governed by the Software license agreement. You are not be authorized to install any Software that is accompanied by or includes a Software license agreement, unless You first agree to the Software license agreement terms. The Software is made available for download solely for use by You according to the Software license agreement. Any reproduction or redistribution of the Software not in accordance with the Software license agreement is expressly prohibited.
Software use. You may install and use the software only for use with the Online Service. The Subscription specific terms may limit the number of copies You may use or the number of devices on which You may use it. Your right to use the software begins when the Online Service is activated and ends when your right to use the Online Service ends. You must uninstall the software when your right to use it ends. Free Flow Hub may disable it at that time.
End Users. You control access by End Users, and You are responsible for their use of the Product in accordance with this agreement. For example, You will ensure End Users comply with clause 1b of this Agreement.
Customer Data. You are solely responsible for the content of all Customer Data. You will secure and maintain all rights in Customer Data necessary for Free Flow Hub to provide the Online Services to You without violating the rights of any third party or otherwise obligating Free Flow Hub to You or to any third party. Free Flow Hub does not and will not assume any obligations with respect to Customer Data or to your use of the Product other than as expressly set forth in this agreement or as required by applicable law.
Data loss. Free Flow Hub adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Customer Data. Free Flow Hub expressly excludes liability for any loss of Customer Data no matter how caused.
Data access. Title to, and all Intellectual Property Rights in, of the Customer Data remain your property. However, your access to the Customer Data is contingent on full payment of the Free Flow Hub Subscription fee when due. You grant Free Flow Hub a licence to use, copy, transmit, store, and back-up your information and Customer Data for the purposes of enabling You to access and use the Online Services and for any other purpose related to provision of services to You.
Software Customer Data access. If You enable software applications for use in conjunction with the Online Services, You acknowledge that Free Flow Hub allows the software applications to access your Customer Data as required for the interoperation of such software applications with the Online Services. Free Flow Hub shall not be responsible for any disclosure, modification or deletion of your Customer Data resulting from any such access by the Software application.
Data retention: For an active or renewed Subscription Free Flow Hub will make available Customer Transactional Data for use on the Online Services for a minimum of two years. Customer Transactional Data not available for use on the Online Services is available as an archive.
Responsibility for your accounts. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Online Services. You must promptly notify our support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Online Services.
You may not resell or redistribute the Free Flow Hub Services, and You may not allow multiple users to directly or indirectly access any Free Flow Hub Services feature that is made available on a per-user basis. You may not allow multiple businesses to directly or indirectly access any Free Flow Hub Services feature that is made available on a per-business basis.
You may not use an Online Service:

in a way prohibited by law, regulation, governmental order or decree;
to violate the rights of others;
to try to gain unauthorized access to or disrupt any service, device, data, account or network;
to spam or distribute malware;
in a way that could harm the Online Service or impair anyone else’s use of it; or
in any application or situation where failure of the Online Service could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage.

Administrator Assumption of Control. If You use an email address provided by an organization You are affiliated with (e.g. an employer or school) to order an Online Service individually, You represent that You have authority to use that organization’s domain to sign up for a Subscription in your capacity as a member of that organization. The organization, as the owner of the domain associated with your email address, may assume control over and manage your use of the Online Services.

Additional Software for use with the Online Services. To enable optimal access to and use of certain Online Services, You may install and use certain Software in connection with your use of the Online Service as described in this agreement. Free Flow Hub licensed Software to You; Free Flow Hub did not sell it. Proof of your Software license is (1) this agreement, (2) any order confirmation, and (3) proof of payment. Your rights to access Software on any device does not give You any right to implement Free Flow Hub patents or other Free Flow Hub intellectual property in software or devices that access that device. Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from Free Flow Hub to You, or from You to Free Flow Hub.

Purchasing services

Available Subscription offers. The Portal provides Offer Details for available Subscription offers, which generally can be categorized as one or a combination of the following:

Commitment Offering. You commit in advance to purchase a specific quantity of Online Services for use during a Term and to pay upfront in advance of use.
Limited Offering. You receive a limited term without charge (for example, as a trial Subscription)

Ordering

By ordering or renewing a Subscription, You agree to the Offer Details for that Subscription. Unless otherwise specified in those Offer Details, Online Services are offered on an "as available" basis. You may place orders for Your Affiliates under this agreement and grant your Affiliates administrative rights to manage the Subscription, but Affiliates may not place orders under this agreement. You also may assign the rights granted under Section 1.a. to a third party for use by that third party in Your internal business. If You grant any rights to Affiliates or third parties with respect to Software or Your Subscription, such Affiliates or third parties will be bound by this agreement and You agree to be jointly and severally liable for any actions of such Affiliates or third parties related to their use of the Products.
Some offers may permit You to modify the quantity of Online Services ordered during the Term of a Subscription. Additional quantities of Online Services added to a Subscription will expire at the end of that Subscription. If You decrease the quantity during a Term, Free Flow Hub may charge You a cancellation fee for the decrease in quantity as described below in Section 4.a..
Pricing and payment. Payments are due and must be made according to the Offer Details for Your Subscription.
For Commitment Offerings, the price level may be based on the quantity of Online Services You ordered. Some offers may permit You to modify the quantity of Online Services ordered during the Term and Your price level may be adjusted accordingly, but price level changes will not be retroactive. During the Term of Your Subscription, prices for Online Services will not be increased, as to Your Subscription, from those posted in the Portal at the time Your Subscription became effective or was renewed, except where prices are identified as temporary in the Offer Details. All prices maybe subject to change at the beginning of any Subscription renewal.

Renewal

Upon renewal of Your Subscription, this agreement will terminate, and Your Subscription will thereafter be governed, by the Renewal Terms. If You do not agree to any Renewal Terms, You may decline to renew Your Subscription.
For Commitment Offerings, You may choose to have a Subscription automatically renew or terminate upon expiration of the Term. Automatic renewal is pre-selected. You can change Your selection at any time during the Term. If the existing Term is longer than one calendar month, Free Flow Hub will provide You with notice of the automatic renewal before the expiration of the Term.
For Limited Offerings, renewal is not permitted.

Taxes. Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable tax value added. You will be responsible for any applicable stamp taxes and for all other taxes that You are legally obligated to pay including any taxes that arise on the distribution or provision of Products to Your Affiliates. Free Flow Hub will be responsible for all taxes based on our net income, gross receipts taxes imposed in lieu of taxes on income or profits, or taxes on our property ownership.

Term

This agreement will remain in effect until the expiration, termination, or renewal of Your Subscription, whichever is earliest.

Refund

You may terminate a Subscription at any time during its Term; however, You must pay all amounts due and owing before the termination is effective.

One-Month Subscription. A Subscription having a one-month Term may be terminated anytime without any cancellation fee.

Subscriptions of more than one-month. If a Subscription having more than a one-month Term to Free Flow Hub, is terminated within one month of the date on which the Subscription became effective or was renewed, You must pay for the first month of the Subscription, without any discount offered for the annual term, and the remaining portion paid for the terminated Subscription will be refunded. If You terminate a Subscription to Free Flow Hub at any other time during the term, You must pay for the remainder of the Term, and no refunds will be provided.
To initiate a refund email Your refund notice with the subscription reference to [email protected]. The date the email is sent is the Subscription's effective termination date.

Suspension

Free Flow Hub may suspend Your use of the Online Services if:

it is reasonably needed to prevent unauthorized access to Customer Data;
You fail to respond to a claim of alleged infringement under Section 8 within a reasonable time;
You do not pay amounts due under this agreement;
You do not abide by the Acceptable Use or You violate other terms of this agreement; or
for Limited Offerings, the Subscription becomes inactive from Your failure to access the Online Services as described in the Offer Details.
If one or more of these conditions occurs, then:

For Limited Offerings, Free Flow Hub may suspend Your use of the Online Services, Your Subscription and Your account immediately without notice.
For all other Subscriptions, a suspension will apply to the minimum necessary part of the Online Services and will be in effect only while the condition or need exists. Free Flow Hub will give notice before we suspend, except where we reasonably believe we need to suspend immediately. Free Flow Hub will give at least 30 days' notice before suspending for non-payment. If You do not fully address the reasons for the suspension within 60 days after we suspend, we may terminate Your Subscription and delete Your Customer Data without any retention period. Free Flow Hub may also terminate Your Subscription if Your use of the Online Services is suspended more than twice in any 12-month period.

To the extent necessary to implement the termination provisions of this agreement, both parties waive any rights they have, or obligation that they may have, now or in the future under any applicable law or regulation, to request or obtain the approval, order, decision or judgment of any court to terminate this agreement.

Warranties

Limited warranty

Software. Free Flow Hub warrants for one year from the date You first use the Software that it will perform substantially as described in the applicable user documentation. If Software fails to meet this warranty we will, at our option and as Your exclusive remedy, either;

return the price paid for the Software or
repair or replace the Software.

Limited warranty exclusions. This limited warranty is subject to the following limitations:

any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last one year from the start of the limited warranty;
this limited warranty does not cover problems caused by accident, abuse or use of the Products in a manner inconsistent with this agreement or our published documentation or guidance, or resulting from events beyond our reasonable control;
this limited warranty does not apply to problems caused by a failure to meet minimum system requirements; and
this limited warranty does not apply to Limited Offerings

DISCLAIMER. Other than this warranty, Free Flow Hub provide no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. These disclaimers will apply except to the extent applicable law does not permit them.
Customer Remedies. Notwithstanding anything in this Agreement, You may have the benefit of certain rights or remedies pursuant to the Competition and Consumer Act 2010 (Cth) and similar state and territory laws in Australia in respect of which liability may not be excluded. If so, then to the maximum extent permitted by law, such liability is limited, at Free Flow Hub’s option, in the case of goods, to either;

replacement of the goods or

correction of defects in the goods. Australian law requires us to notify consumer purchasers of Free Flow Hub goods that: Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

Liability disclaimer

Limitation. The aggregate liability of each party for all claims under this agreement is limited to direct damages up to the amount paid under this agreement for the Online Service during the 12 months before the cause of action arose; provided, that in no event will a party’s aggregate liability for any Online Service exceed the amount paid for that Online Service during the Subscription.
Free Flow Hub and its suppliers make no representations about the suitability of the information contained in the materials published as part of the services for any purpose. All such materials and services are provided As Is. Free Flow Hub and its suppliers hereby disclaim with regard to the foregoing, including all warranties and conditions of merchantability, whether express, implied, or statutory, fitness for a particular purpose, title and non-infringement. The materials published could included technical inaccuracies or typographical errors. Changes are periodically added to the materials published.

In no event shall Free Flow Hub or its suppliers be liable for any special, indirect, or consequential damages or damages whatsoever resulting from loss of use, data or profits, whether in action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of Free Flow Hub's services or software, any provision of or failure to provide services or software failure, or any published information available.

Defense of claims

Defense

Free Flow Hub will defend You against any claims made by an unaffiliated third party that a Product infringes that third party’s patent, copyright or trademark or makes unlawful use of its trade secret.
You will defend us against any claims made by an unaffiliated third party that;
1. any Customer Data, or Non-Free Flow Hub Products, or services You provide, directly or indirectly, in using a Product infringes the third party’s patent, copyright, or trademark or makes unlawful use of its trade secret; or
2. arises from violation of the Acceptable Use Policy.

Limitations. Our obligations in Section 5.a. will not apply to a claim or award based on:

any Customer Data, Non-Free Flow Hub Products, modifications You make to the Product, or services or materials You provide or make available as part of using the Product;
Your combination of the Product with, or damages based upon the value of, Customer Data or a Non-Free Flow Hub Product, data, or business process;
Your use of a Free Flow Hub trademark without our express written consent, or Your use of the Product after we notify You to stop due to a third-party claim;
Your redistribution of the Product to, or use for the benefit of, any unaffiliated third party; or
Products provided free of charge.

Remedies. If Free Flow Hub reasonably believe that a claim under Section 8.a.(i). may bar Your use of the Product, we will seek to:

obtain the right for You to keep using it; or
modify or replace it with a functional equivalent and notify You to stop use of the prior version of the Product. If these options are not commercially reasonable, Free Flow Hub may terminate Your rights to use the Product and then refund any advance payments for unused Subscription rights.

Obligations. Each party must notify the other promptly of a claim under this Section. The party seeking protection must

give the other sole control over the defense and settlement of the claim; and
give reasonable help in defending the claim. The party providing the protection will

reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and
pay the amount of any resulting adverse final judgment or settlement. The parties’ respective rights to defense and payment of judgments (or settlement the other consents to) under this Section 8 are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law or statutory rights.

Miscellaneous

Notices.

Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to Free Flow Hub must be sent to the following address, unless this agreement states otherwise:
Free Flow Hub
Unit 10 / 18 Edwin Place,
Glenwood
NSW
Australia 2768
Notices to You will be sent to the address that You identify on your account. Free Flow Hub may send notices and other information to You by email or other electronic form.

License Transfers and Assignment. You may not assign this agreement either in whole or in part or transfer licenses without Free Flow Hub’s consent.
Severability. If any part of this agreement is held unenforceable, the rest remains in full force and effect.
Waiver. Failure to enforce any provision of this agreement will not constitute a waiver.
No agency. This agreement does not create an agency, partnership, or joint venture.
No third-party beneficiaries. There are no third-party beneficiaries to this agreement.
Applicable law and venue. This agreement is governed by New South Wales Australian law, without regard to its conflict of laws principles. If Free Flow Hub bring an action to enforce this agreement, we will bring it in the jurisdiction where You have Your headquarters. If You bring an action to enforce this agreement, You will bring it in the State of New South Wales, Australia. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to a violation of intellectual property rights.
Entire agreement. This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications.
Survival. The terms in Sections 1, 2.b.iii, 6, 7, 8, 9, and 10 will survive termination or expiration of this agreement.
Force majeure. Neither party will be liable for any failure in performance due to causes beyond that party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)). This Section will not, however, apply to Your payment obligations under this agreement.
Contracting authority. If You are an individual accepting these terms on behalf of an entity, You represent that You have the legal authority to enter into this agreement on that entity’s behalf. If You specify an entity, or You use an email address provided by an entity You are affiliated with (such as an employer) in connection with a Subscription purchase or renewal, that entity will be treated as the owner of the Subscription for purposes of this agreement.
Government customers. Government customers should consult with Free Flow Hub prior to acceptance. By accepting this agreement, You represent that You have complied and will continue to comply with all applicable laws and governmental procurement requirements.

Failure to Pay. Your failure to make any payment to Free Flow Hub by the required date will constitute a material breach of the Agreement. In the event Free Flow Hub terminates the Agreement for cause, all amounts due to Free Flow Hub shall become due and payable immediately.

Definitions

"Affiliate" means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
"Agreement" means this agreement as well as the Offer Details for Your Subscription or renewal together;
"As Is" means without warranty of any kind;
"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by You; transmitted by the Platform at Your instigation; supplied by You to Free Flow Hub for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Online Services by You; or archived Customer Transactional Data;
"Customer Transactional Data" means that portion of Customer Data that represents an exchange, agreement or transfer. Customer Data representing Sales, Purchases, Returns, Payments, Credits are some examples of Customer Transactional Data.
"End User" means any person You permit to access Customer Data hosted in the Online Services or otherwise use the Online Services, or any user of the Software.
"Offer Details" means the pricing and related terms applicable to a Subscription offer, as published in the Portal;
"Online Services" means any of the Free Flow Hub hosted services to which You subscribe under this agreement;
"Platform" means the platform managed by Free Flow Hub and used by Free Flow Hub to provide the Online Services, including the application and database software for the Online Services, the system and server software used to provide the Online Services, and the computer hardware on which that application, database, system and server software is installed;
"Portal" means the Online Services’ respective web site that can be found at https://freeflowhub.com.au or at an alternate website Free Flow Hub identify;
"Product" means the Online Services, including any Software.
"Renewal Terms" means the terms and conditions set forth in the Portal on the date Your Subscription is renewed.
"Software" means Free Flow Hub software Free Flow Hub provides for installation on your device as part of Your Subscription or to use with the Online Service to enable certain functionality.
"Subscription" means an enrollment for Online Services for a defined Term as specified on the Portal;
"Term" means the duration of a Subscription (e.g., monthly or annually);
"You" or "Your" means the entity you represent, or, if you do not designate an entity in connection with a Subscription purchase or renewal, you individually;