FLEXPRICE T&C
Terms and Conditions
Squirrelly Technologies Private Limited ("Flexprice," "we," "our," or "us"), a company incorporated under the Companies Act, 2013, with its registered office at G 16/27, Ground Floor, Office Cabin, DLF Phase 1, Gurugram 122002, India, owns and operates the Flexprice platform and relate services.
These Terms of Service ("Terms") govern your access to and use of the Flexprice platform, website (flexprice.io and related domains), APIs, and all related services (collectively, the "Services"). By accessing or using the Services, you ("Customer," "you," or "your") agree to be bound by these Terms. If you do not agree, you must immediately discontinue use of the Services.
These Terms constitute a legally binding agreement between you and Flexprice. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.
1. DEFINITIONS
For the purposes of these Terms:
"Services" means the Flexprice billing and subscription management platform, APIs, documentation, and all related software or features made available by Flexprice.
"Customer Data" means any data, content, or materials submitted by you or on your behalf to the Services.
"Subscription" means a paid plan for access to the Services as described in the applicable Order Form or pricing page.
"Order Form" means any written or electronic order document executed between Flexprice and Customer.
"Confidential Information" means any non-public information disclosed by either party that is designated as confidential or reasonably understood to be confidential.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.
2. ACCOUNT REGISTRATION AND ACCESS
To access the Services, you must register for an account. You agree to:
Provide accurate, current, and complete registration information.
Maintain the security and confidentiality of your account credentials.
Promptly notify Flexprice of any unauthorized use of your account.
Accept sole responsibility for all activities occurring under your account.
Flexprice reserves the right to reject any registration, suspend or terminate any account, or refuse access to the Services at its sole discretion, without notice or liability.
You must be at least 18 years of age and have the legal capacity to enter into these Terms. Services are intended for business use only and are not directed to consumers.
3. LICENSE AND PERMITTED USE
3.1 Limited License
Subject to your compliance with these Terms and timely payment of all fees, Flexprice grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the Subscription term.
3.2 Restrictions
You shall not, directly or indirectly:
Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services.
Copy, modify, adapt, translate, or create derivative works based on the Services.
Rent, lease, loan, resell, sublicense, distribute, or transfer the Services to any third party.
Remove or alter any proprietary notices, labels, or marks on the Services.
Use the Services to build a competing product or service.
Use the Services in any manner that could damage, disable, overburden, or impair Flexprice's infrastructure.
Use the Services for unlawful, harmful, fraudulent, or abusive purposes.
Circumvent, disable, or otherwise interfere with security-related features of the Services.
Flexprice reserves the right to monitor your use of the Services for compliance with these Term and applicable law.
4. FEES, PAYMENT, AND BILLING
4.1 Fees
You agree to pay all fees specified in the applicable Order Form or pricing page. All fees are quoted in the currency specified and are exclusive of applicable taxes. You are responsible for all taxes, levies, or duties imposed on the Services.
4.2 Billing and Payment
Fees are billed in advance on the applicable billing cycle (monthly or annually). Payment is due upon invoice. Flexprice reserves the right to use automated billing and to charge the paymentc method on file without further authorization.
4.3 Late Payments
Amounts not paid within fifteen (15) days of the due date are subject to a late payment fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance.
Flexprice may, without limiting other remedies, suspend or terminate your access to the Services for non-payment.
4.4 Fee Changes
Flexprice reserves the right to change fees at any time upon thirty (30) days' written notice. Your continued use of the Services after such notice constitutes your acceptance of the new fees. If youdo not agree to the fee change, you must terminate your Subscription before the new fees take effect.
4.5 Disputed Charges
If you believe any charge is incorrect, you must notify Flexprice in writing within fifteen (15) days of the invoice date. Failure to dispute a charge within this period shall constitute your acceptance of the charge. Flexprice's determination of disputed charges shall be final and binding.
5. SUBSCRIPTION TERM AND RENEWAL
Subscriptions commence on the date specified in the Order Form and continue for the initial term stated therein. Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term, Subscriptions will automatically renew for successive periods equal to the initial term at Flexprice's then-current pricing. Flexprice shall not be liable for any failure to remind you of upcoming renewals.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Flexprice Ownership
Flexprice and its licensors exclusively own all right, title, and interest in and to the Services, including all Intellectual Property Rights therein. These Terms do not grant you any ownership interest in the Services. All rights not expressly granted are reserved by Flexprice.
6.2 Customer Data
You retain ownership of your Customer Data. You hereby grant Flexprice a worldwide, non exclusive, royalty-free license to use, process, store, and transmit Customer Data solely to provide and improve the Services. You represent and warrant that you have all rights necessary to grant this license.
6.3 Feedback
If you provide any feedback, suggestions, or recommendations regarding the Services ("Feedback"), you hereby assign to Flexprice all right, title, and interest in such Feedback. Flexprice may use Feedback for any purpose without obligation or compensation to you.
6.4 Usage Data
Notwithstanding any other provision, Flexprice may collect, analyse, and use aggregated and anonymized data derived from your use of the Services ("Usage Data") for purposes of improving the Services, benchmarking, and internal business analytics. Usage Data does not identify you or your end users.
7. CONFIDENTIALITY
Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent, except to employees or contractors who need to know and are bound by equivalent confidentiality obligations. Each party shall protect the other's Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care. This obligation survives termination of these Terms for a period of five (5) years.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully known before disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is required to be disclosed by law or court order, provided that the receiving party gives prompt prior written notice (where legally permissible).
8. DATA SECURITY AND PRIVACY
Flexprice implements commercially reasonable technical and organisational measures to protect Customer Data. However, you acknowledge that no security measures are perfect, and Flexprice does not guarantee that Customer Data will be free from unauthorized access, disclosure, alteration, or destruction.
Your use of the Services is also governed by Flexprice's Privacy Policy, available at flexprice.io/privacy, which is incorporated herein by reference. You are responsible for ensuring that your collection and submission of any personal data to the Services complies with applicable data protection laws.
9. REPRESENTATIONS AND WARRANTIES
9.1 By You
You represent and warrant that:
You have the legal authority to enter into these Terms.
Your use of the Services will comply with all applicable laws and regulations.
Customer Data does not infringe any third-party Intellectual Property Rights.
Customer Data does not contain any unlawful, harmful, or objectionable content.
9.2 By Flexprice
Flexprice warrants only that the Services will perform materially in accordance with the applicable documentation during the Subscription term.
THIS LIMITED WARRANTY IS THE SOLE WARRANTY PROVIDED BY FLEXPRICE.
9.3 Disclaimer
EXCEPT AS EXPRESSLY SET OUT IN SECTION 9.2, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE. " FLEXPRICE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. FLEXPRICE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR ENTIRELY SECURE.
10. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
IN NO EVENT SHALL FLEXPRICE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, EVEN IF FLEXPRICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FLEXPRICE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE CAUSE OF ACTION, SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO FLEXPRICE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
THE FOREGOING LIMITATIONS APPLY WHETHER LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.
Some jurisdictions do not allow the exclusion or limitation of certain warranties or liability; in such cases the exclusions and limitations above apply to the maximum extent permitted by applicable law. Flexprice's liability to you shall in all cases be limited to the fullest extent permissible.
11. INDEMNIFICATION
You shall indemnify, defend, and hold harmless Flexprice and its officers, directors, employees agents, and licensors ("Flexprice Indemnitees") from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:
Your breach of these Terms or any applicable law or regulation.
Your Customer Data, including any claim that Customer Data infringes a third party's Intellectual Property Rights.
Your use of the Services in a manner not permitted by these Terms.
Any negligence or willful misconduct by you or your users.
Flexprice reserves the right to assume sole control of the defense of any matter subject to indemnification, and you agree to cooperate fully with Flexprice in such defense.
12. SUSPENSION AND TERMINATION
12.1 Termination by You
You may terminate your Subscription by providing thirty (30) days' written notice to Flexprice. Termination does not entitle you to a refund of any prepaid fees except as expressly provided in Flexprice's Refund Policy.
12.2 Termination or Suspension by Flexprice
Flexprice may, at its sole discretion and without liability:
Suspend or restrict your access to the Services immediately if you breach these Terms or if Flexprice reasonably suspects misuse, fraud, or illegal activity.
Terminate your Subscription upon thirty (30) days' notice for any reason.
Terminate your Subscription immediately upon notice if you materially breach these Terms and fail to cure such breach within ten (10) days of notice.
12.3 Effect of Termination
Upon expiry or termination of these Terms: (a) all rights granted to you immediately cease; (b) you must delete all copies of any Flexprice software or documentation; (c) outstanding fees become immediately due and payable; and (d) Flexprice may delete Customer Data in accordance with its data retention practices. Flexprice shall not be liable to you or any third party for any suspension of termination.
13. SERVICE AVAILABILITY AND MODIFICATIONS
Flexprice does not guarantee uninterrupted availability of the Services. Flexprice reserves the right, at its sole discretion and at any time, to:
Modify, update, or discontinue any feature or aspect of the Services.
Perform scheduled or emergency maintenance that may result in temporary unavailability.
Impose usage limits or restrictions on your account.
Flexprice shall use reasonable efforts to provide advance notice of planned maintenance but is not obligated to do so. Flexprice will not be liable for any losses resulting from unavailability, downtime, or modifications to the Services.
14. THIRD-PARTY SERVICES AND LINKS
The Services may integrate with or link to third-party services, platforms, or websites. Flexprice does not control, endorse, or assume responsibility for any third-party services or content. Your use of third-party services is subject to their respective terms and privacy policies. Flexprice shall not be liable for any loss or damage caused by your use of third-party services.
15. ACCEPTABLE USE POLICY
You agree not to use the Services to:
Transmit any content that is unlawful, defamatory, harassing, obscene, fraudulent, or objectionable.
Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
Upload or transmit viruses, malware, or any other malicious code.
Interfere with or disrupt the integrity or performance of the Services or related systems.
Scrape, crawl, or extract data from the Services by automated means without prior written consent.
Engage in any activity that imposes an unreasonable or disproportionately large load on Flexprice's infrastructure.
Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account without notice or liability to Flexprice.
16. CHANGES TO THESE TERMS
Flexprice reserves the right to modify these Terms at any time. Flexprice will provide notice of material changes by posting the updated Terms on the Flexprice website with a revised "Last Updated" date, or by sending an email to your registered address. Your continued use of the Services after the effective date of any change constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must discontinue use of the Services.
17. FORCE MAJEURE
Flexprice shall not be liable for any delay or failure to perform its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemic, network outages, strikes, or power failures. In such events, Flexprice's obligations shall be suspended for the duration of the force majeure event.
18. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms are governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the courts of Bengaluru, Karnataka, India. You irrevocably waive any objection to such jurisdiction or venue.
Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiations for a period of thirty (30) days. If the dispute is not resolved through negotiation, either party may pursue available legal remedies.
19. GENERAL PROVISIONS
19.1 Entire Agreement
These Terms, together with any applicable Order Form and Flexprice's Privacy Policy and Refund Policy, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior agreements, representations, and understandings.
19.2 Severability
If any provision of these Terms is found invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.
19.3 Waiver
No waiver of any provision of these Terms shall be effective unless in writing and signed by Flexprice. No failure to exercise, or delay in exercising, any right under these Terms shall operate as a waiver.
19.4 Assignment
You may not assign or transfer these Terms or any of your rights or obligations without Flexprice's prior written consent. Flexprice may assign these Terms or its rights and obligations at any time without your consent. Any attempted assignment in violation of this section is void.
19.5 Notices
Notices to Flexprice must be sent in writing to manish@flexprice.io or to the registered address. Flexprice may send notices to you via email at your registered address, which shall be deemed received upon sending.
19.6 Independent Contractors
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship.
20. CONTACT US
For any questions, concerns, or notices regarding these Terms, please contact:
Name: Manish
Email: manish@flexprice.io
Address: G 16/27, Ground Floor, Office Cabin, DLF Phase 1, Gurugram 122002, India
Office Hours: 9:30 AM to 6:30 PM IST, Monday to Friday (excluding public holidays)
By accessing or using the Flexprice Services, you acknowledge that you have read, understood and agree to these Terms of Service.
