1. Acceptance of the Terms of Use.

1. These terms of use are entered into by and between You and Flocksy LLC. (“Company” or “We” or “Us”). The following terms of use, together with the Privacy Policy, found here: https://flocksy.com/privacy-policy/, the Independent Contractor Agreement, found here: https://flocksy.com/independent-contractor-agreement/ and any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of www.flocksy.com and all related subdomains, (“Website”), and including any content, functionality, and services offered on or through the website (together with its related subdomains and social media pages, “Flocksy”) (together, the “Services,” defined in section 1(B) below), and your access and usage of Services on Flocksy, either as a guest (with limited rights), registered Customer (“You,” “you,” “user,” or “Customer”) or registered Contractor  (“You,” “you,” “user,” “contractor”, or “creative”). 
2. Services. Flocksy connects Customers to a professional team of designers, writers, and developers (collectively “Creatives” or “Contractors”) who will complete most projects in under 24 hours unless otherwise informed by Flocksy or the Contractors at the initial stages of the Services. We simply act as a “middle man” between Customers and the Contractors participating on our Website. Contractors offer a variety of services through our Website to Customers, including but not limited to graphic design, copywriting, and web development. Contractors provide unlimited services for a fixed monthly payment. Contractors complete projects based on the priorities Customers set for them. There are no guarantees that all projects will be completed by Contractors within a single month. Flocksy does not perform trademark, service mark, or copyright searches or inquiries, or the like, in order to validate the propriety or legality of any delivered work. Accordingly, Customers are encouraged to perform their own independent searches with regard to any submitted work before using it in any way.
3. Please read these Terms of Use carefully before you start to use the Services. By using the Services or by clicking to accept or agree to the Terms of Use when this option is made available to you in setting up a User Account, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://flocksy.com/privacy-policy/, incorporated herein by reference. If you do not agree to these Terms of Use or the Privacy Policy, you must not access Flocksy or use the Services.
4. The Services are offered and available to users and guests who are 18 years of age or older. By using Flocksy, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.
5. If you are using Flocksy or the Services on behalf of a company, entity, or organization, you represent and warrant that you are an authorized representative of such company, entity, or organization with the authority to bind it to these Terms of Use. The Company may issue you additional terms if you are a commercial entity, accordingly.

2. Changes to the Terms of Use.

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services. Your continued use of Flocksy following the posting of a revised Terms of Use means that you accept and agree to the changes. You are to check this page from time to time so that you are aware of any changes, as they are binding on you. We will use our best efforts to provide notice to any registered users or guests about the changes to these Terms of Use.

3. Accessing Services and Account Security.

1. We reserve the right to withdraw or amend Flocksy and any of the Services (including any support services) provided on Flocksy. Further, we reserve the right to revise, update, modify, and close down any of the Services provided herein. We will not be liable if, for any reason, all or any part of Flocksy or Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of Flocksy, restrict access to some part of the Services, or Flocksy, to users, including registered users.
2. You are solely responsible for (i) making all arrangements necessary for you to have access to Flocksy, and (ii) ensuring that all persons who access Flocksy or Services through your internet connection are aware of these Terms of Use and comply with them.
3. To use certain features of Flocksy or Services, you must register for an account with Flocksy by registering as a member on Flocksy (“User Account”) and providing certain information about yourself as prompted by the Flocksy registration form, including your first and last name, your date of birth, a valid telephone number, a valid email address at which you are able to receive email, a valid postal address at which you are able to receive mail, a valid billing address, and a valid phone number. On the Company’s behalf, a payment processor (e.g. PayPal, Stripe, or Authorize.net) will process your payment for Services and you are required to provide your applicable credit card number, expiration date, and CVV code. Thus, we will not receive or store your credit card information on our server. It is your responsibility to ensure that an accurate email address is on file with Flocksy. Flocksy is not responsible for funds sent to an incorrect account with a payment processor because inaccurate information has been provided.
4. You represent and warrant that: (i) all required registration information you submit is truthful and accurate, and (ii) you will maintain the accuracy of such information. You may not create more than one User Account, and you may delete your User Account at any time, for any reason, by following the instructions on Flocksy. Flocksy may suspend or terminate your User Account for any reason at any time in its sole discretion.
5. To access Flocksy or Services, or create a User Account, you may be prompted to tie your login credentials from your Social Media account, including, but not limited to, Instagram, Facebook, Google+, Twitter, Pinterest, LinkedIn, or other social media platforms (collectively, “Social Media”), including registration details and other information. It is a condition of your use of Flocksy that all the information you provide on Flocksy is correct, current, and complete. You agree that all information you provide to register with Flocksy or otherwise, including but not limited to through the use of any interactive features on Flocksy, is governed by our Privacy Policy at https://flocksy.com/privacy-policy/, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
6. When you sign in you must hereby agree to treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your User Account is personal to you and agree not to provide any other person with access to Flocksy, Services, or portions of either your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer or mobile device so that others are not able to view or record your password or other personal information.  
7. We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

4. Services Transaction Terms.

1. A recurring fee will be charged to use or access our Services. Additional charges may be applied as well. We reserve the right to switch annual or quarterly subscribers to a monthly billing cycle, at our discretion.
2. All transactions for Services are subject to sales tax and VAT, including by way of any jurisdiction in which we are legally obligated to collect a sales tax.
3. You are solely responsible for the privacy of the information used to login to your User Account and Flocksy is not responsible in any way for misuse of your User Account or for payment being sent to the wrong person due to illegal or unauthorized access to your User Account by third-parties using your login information. Flocksy reserves the right to freeze or hold payment on any funds owed to your Flocksy Account due to suspicious activity.
4. The Company regularly adjusts prices for Services based on a variety of factors. You will receive an email from the Company 14 days prior to any price increases for the Services. You will also be informed that you may cancel your User Account to avoid any such increases.
5. Flocksy is not responsible for creating or maintaining backups of your (or your client’s) website, files, or server and you are responsible for creating and maintaining backups for your websites, files, and servers prior to providing Contractors access to them. Flocksy does not warrant the functions of your Website will meet your expectations of traffic or resulting business following any changes or updates performed by Flocksy. In no event will Flocksy be liable to you or any third-party for any damages, including any lost profits, lost savings, lost information, or other incidental, consequential, or special damages arising out of the operation of or inability to operate your website or any of its web pages, even if Flocksy has been advised of the possibility of such damages.
6. You hereby acknowledge that you understand that Flocksy is an intermediary between you and the Contractors and that Flocksy shall have no obligation or duty to perform trademark, service mark, or copyright searches or inquiries, or the like, in order to validate the propriety or legality of any delivered work. Accordingly, you are encouraged to perform your own independent searches with regard to any submitted work, and related licenses, before using it in any way. Furthermore, you acknowledge that Flocksy shall have no responsibility or obligation of any kind to assist you in seeking state or federal intellectual property protection (i.e., without limitation, trademark or copyright registration) for any work, nor shall Flocksy be responsible for otherwise assisting you in any way in your attempt to perfect your rights in or to any completed work. You also agree that Flocksy is in no way responsible for ensuring the originality of any creative work delivered, and that it is your full responsibility to research all creative work received by you before using it in any way. Flocksy is in no way responsible for any legal or financial difficulty of any kind incurred by using any service purchased through Flocksy.
7. The Company strives to provide current and accurate information on Flocksy about the Services or from merchants offering goods and services on Flocksy, or regarding the offers and transactions available to you. Nevertheless, errors and misprints occur, and accordingly, the Company reserves the right to reject, correct, cancel, or terminate any transaction for which the price or offer details were incorrectly displayed or for which any other erroneous or inaccurate information was provided. The Company reserves the right to do this at any time during the transaction process, including after a transaction has been submitted and even if the transaction has been confirmed by us. Under no circumstances is the Company obligated to process or complete any transaction based on any error, misprint, or otherwise.
8. Legal title into the work product will transfer from Flocksy and Contractors to you only if you are current on all Payments due to Flocksy and Contractors, subject to the full performance of all other obligations by you. Until all payment and performance occur, Flocksy and Contractors shall retain all rights and legal title and each and every other right, at law or in equity, with respect to the work product. In the event of a refund, all rights and legal title to the work product the refund is for will be transferred back from you to Flocksy. Legal title will be transferred to users in accordance with this section, subject to any limitations and reservations under these Terms and other agreements between the Company, Customers, and Contractors.

The refund rules of the Website are the following:

9. All transactions for Services are final and non-refundable; once a transaction has been submitted, it may not be canceled or reversed except with the written consent of the Company. The Company, at all times, reserves the right to review, cancel, and reverse any transaction in the event of fraud, a charge-back of any transaction fee paid by credit card or other payment method accepted by the Company, or an error or mistake by the Company. No refunds will be available for services that are paid directly to a Contractor.
10. New users are eligible for a refund (minus payment processing fees) of the initial payment if requested by emailing support@flocksy.com during the first 14 days of opening the User Account and the refund option has not been waived by the new user. Your User Account automatically renews each month on the calendar day that it was created. Any cancellation requests must be made by emailing support@flocksy.com, and must be made 24 hours prior to the renewal date in order to avoid being charged. User Accounts will be considered cancelled only after users receive a written confirmation from Flocksy. We reserve the right to refuse any refund.

The rules relating to the release of completed work and turnaround times are the following:

12. You agree and acknowledge that any work done for hire (includes purchase of any premade designs/scripts/files) includes the transfer from the Contractor to the user of a royalty-free, irrevocable, exclusive worldwide right to use “completed creative material” in any way whatsoever, this transfer of rights occurs when payment has been made in full to either Flocksy or directly to the Contractor, even if the work has not been completed. The Contractor retains the rights to display the work in their portfolio and advertising as an example of the work they do.  In addition to the foregoing, and for avoidance of doubt, you grant Flocksy and the Contractor a perpetual, royalty-free, irrevocable right to use the “completed creative material”, in ways and manners in the sole and absolute discretion of Flocksy and the Contractor, to advertise, publicize, and promote the business and services of Flocksy and the Contractor.
13. If the deadline for a project is missed, you may request that your next billing date is extended by the amount of time missed. Alternatively, Flocksy reserves the right to start working on an additional project in your queue to make up for the missed deadline. Missed deadlines are not grounds for a refund. All turnaround times are for weekdays only EST; weekends or US holidays are not included.

5. Contractor Obligations.

1. Time and Effort. Contractor agrees to devote sufficient time and effort per each project under separate or the same assignment, project, or task to perform the Services. Timeline of each project will be agreed before the project starts.
2. Best Abilities; Good Workmanship; Time of the Essence. Contractor understands that time is of the essence with respect to the performance of Services. Contractor will proceed with diligence, and Services will be performed in accordance with the highest professional workmanship, service and ethical standards in the field and to the satisfaction of Customer and Flocksy. If Services do not conform to these standards, in Flocksy’s subjective judgment and absolute discretion, and Flocksy so notifies Contractor, Contractor agrees immediately to take all action necessary to remedy the nonconformance. Any costs incurred by Contractor to correct such nonconformance will be at Contractor’s sole expense. To the extent Contractor fails to correct such nonconformance to Flocksy’s satisfaction, or Flocksy deems Contractor incapable of correcting such nonconformance to Flocksy’s satisfaction, Flocksy may elect to have a third-party (including a subcontractor of Contractor) correct such nonconformance at Contractor’s sole expense.  
3. Compliance with Law and Policies. Contractor and its agents will comply with all applicable federal, state and local laws, rules and regulations applicable to it and its agents, non-discrimination laws, immigration law, and work authorization requirements, tax and withholding obligations, and wage and hour requirements. Contractor and its agents will also comply with other Flocksy policies that may be applicable to them, as they may be modified from time to time, including policies against harassment and discrimination.
4. Non-Exclusive Relationship. Contractor may represent, perform Services for, and contract with as many additional agencies, clients, persons, or companies. Notwithstanding the foregoing, Contractor shall obtain Flocksy’s prior written consent before engaging with any entity or person whose business is in any way competitive with Flocksy’s business. Such prior written consent of Flocksy can be withheld by Flocksy in its sole and absolute discretion.
5. Time and Place of Performing Work. Contractor may perform the Services under these Terms at any suitable time and location it chooses.
6. Tools, Materials, and Equipment. Contractor will supply all tools, materials, and equipment required to perform the Services under these Terms.
7. Workers’ Compensation. Contractor agrees to provide workers’ compensation insurance for Contractor’s employees and agents and agrees to hold harmless and indemnify Flocksy for any and all claims arising out of any injury, disability, or death of any of Contractor’s employees or agents.
8. Liability. Contractor agrees to indemnify and hold Flocksy free and harmless from any and all claims arising from any negligent act or omission of Contractor or its subcontractors, employees, or agents. Contractor shall provide Flocksy with the copy of the certificate of insurance within three (3) business days from receiving such a request from Flocksy.
9. Contractor’s Qualifications. Contractor represents that it has the qualifications and skills necessary to perform the Services under these Terms in a competent, professional and workmanlike manner, without the advice or direction of Flocksy. This means Contractor is able to fulfill the requirements of these Terms. Failure to perform all Services required under these Terms constitutes a material breach of these Terms. Contractor has complete and sole discretion for the manner in which the work under these Terms will be performed.
10. Indemnity. Contractor, at its own expense agrees to indemnify, defend, and hold Flocksy and its officers, directors, employees and agents free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, attorneys’ fees, and costs that Flocksy may incur as a result of a breach by Contractor or its subcontractors, employees, or agents. of any representation or agreement contained in these Terms or in connection with any act or omission of Contractor or its subcontractors, employees, or agents. in connection with the provisions of Services hereunder.
11. Non-Contravention; No Improper Use of Materials. Contractor represents and warrants that it has all right, power, authority, and capacity and is free to be bound and comply with these Terms. Contractor further represents that, neither Contractor nor its agents will violate or interfere with the rights of any other person or entity. Contractor represents and warrants that neither it nor its agents are subject to any contract, restrictive covenants, non-compete obligations, understandings or other commitments of any kind that will or might prevent, interfere with or impair Contractor’s acceptance of these Terms and/or the performance of Services. Contractor confirms that it will inform Flocksy of any and all restrictions to which Contractor and its agents who will perform Services are subject (including but not limited to restrictive covenants and non-compete obligations) in order to allow Flocksy the opportunity to assess any such restrictions and their potential impact on Flocksy and the performance of Services. Neither Contractor nor its agents will enter into any agreements inconsistent with these Terms. Contractor further certifies that neither it nor its agents will utilize or disclose any confidential, trade secret or proprietary information of any prior employer or other individual or entity in connection with these Terms or the performance of Services, and they will not bring any such information onto Flocksy’s premises or introduce such information onto Flocksy’s equipment or systems.  
12. No Conflict of Interest. Contractor confirms that it and its agents undertaking Services will not pose any actual or present any perceived conflict of interest. Contractor agrees that neither it nor its agents will, during the Term of these Terms, directly or indirectly, perform any Services for, sponsor, promote or enter into any employment or engagement with any other individual or entity that poses an actual conflict, or that may pose a perceived conflict, with Flocksy’s business without Flocksy’s prior written approval.  
13. Non-Disparagement. Contractor agrees that, during the Term of these Terms and thereafter, neither it nor its agents will, directly or indirectly, take any action or make any statements, written or verbal, including statements on social media sites, that defame, disparage or in any way criticize the personal or business reputation, products, Services, practices or conduct of Flocksy or any of their officers, directors, employees, or other Contractors. Contractor further agrees that neither it nor its agents will engage in any conduct, directly or indirectly, that may be detrimental to Flocksy’s mission, reputation, practices or conduct, including failing timely to provide payment to Contractor’s agents or subcontractors. Nothing in this section is intended to preclude Contractor or its agents from providing truthful testimony in response to valid legal process or otherwise truthfully cooperating with or reporting to governmental agencies.
14. Non-Solicitation. Because of the nature of the Confidential Information (as defined below) to which Contractor and its agents will have access in the course of performing Services, Contractor agrees that neither it nor its agents will, during the Term and for a period of 24 months after the termination of these Terms for any reason (the “Restricted Period”) in any manner whatsoever, directly or indirectly, communicate with any Customers (with the exception of the Contractor’s direct clients) or prospective Customers of Flocksy with whom Contractor had contact, or about which Contractor learned Confidential Information, during the Term of these Terms and/or in the course of performing Services, for the purpose of soliciting from any such Customers or prospective Customers business of a nature that is similar to Flocksy’s business. Contractor further agrees that neither it nor its agents will, during the Term of these Terms and for a period of 36 months after the termination of these Terms directly or indirectly attempt to induce any then-current employee, contractor or agent to terminate or otherwise diminish its, his or her relationship with Flocksy or perform Services for an individual or entity competing with Flocksy’s business. Upon termination of these Terms, the Contractor agrees to discuss with Flocksy the most appropriate, client-focused transition plan.
15. Confidential Information. In connection with the performance of Services, Contractor and its agents will have access to confidential information that has been developed by, created by or provided to Flocksy (including without limitation, information created or developed by Contractor and its agents) that has commercial value to Flocksy’s business, and is not generally known to the public or others, or is otherwise required to be kept confidential by Flocksy (all of which is referred to as “Confidential Information”).  

1. Confidential Information means all proprietary, confidential, trade secret, nonpublic information (whether in paper or electronic form, or contained in employee’s memory, or otherwise stored or recorded) relating to or arising from Flocksy’s business, including, without limitation, trade secrets used, developed or acquired by Flocksy in connection with its business.  Without limiting the generality of the foregoing, “Confidential Information” shall specifically include all nonpublic information concerning the manner and details of Flocksy’s operation, organization and management; any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of Flocksy, its affiliates, subsidiaries and affiliated companies; plans for products or Services; customer and supplier lists; the identities of and contact information for Flocksy’s customers and the specific individual customer representatives with whom Flocksy works; the details of Flocksy’s relationship with such customers and customer representatives; works of  authorship; nonpublic forms, contracts and other documents used in Flocksy’s business; any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and all other nonpublic information concerning Flocksy’s concepts, prospects, customers, employees, agents, contractors, earnings, products, Services, equipment, systems, and/or prospective and executed contracts and other business arrangements.
2. “Confidential Information” does not include all such nonpublic and proprietary information that (a) is or becomes available to Contractor from a source other than Flocksy or any of its subsidiaries (provided that such source is not known by Contractor to be bound by an obligation of confidentiality to Flocksy with respect to such information), (b) is independently developed by Contractor, (c) is in Contractor’s possession prior to the commencement of engagement hereunder, or (d) is generally available to the public on the date hereof or thereafter becomes available to the public other than as a result of a breach of this section by Contractor.  
3. Contractor agrees that the Confidential Information made available to it and its agents will be used solely for the purpose of performing Services and will be kept strictly confidential by Contractor and its agents. Contractor agrees that, unless authorized in writing by the Chief Executive Officer, neither Contractor nor its agents will, directly or indirectly, disclose or use any Confidential Information for their own benefit or for the benefit of any individual or entity other than Flocksy, either during the Term or thereafter. In addition, without Flocksy’s prior written consent, Contractor will not modify, disassemble, reverse engineer or decompile any Confidential Information, or copy, retransmit or otherwise reproduce for, or distribute to third parties any Confidential Information. Nothing contained in these Terms will require Flocksy to transmit any Confidential Information to Contractor or be construed as granting any license or any other rights with respect to Flocksy’s proprietary rights or Confidential Information.
4. If, during the Term or at any time thereafter, Contractor or its agents receive a request to disclose any Confidential Information, whether under the terms of a subpoena, court order, or other governmental order or otherwise, Contractor and/or its agents will notify Flocksy immediately of the details of the request, including providing a copy thereof, and will consult with Flocksy on the advisability of taking legally available steps to resist or narrow such request. If disclosure of such Confidential Information is required to prevent Contractor and/or its agents from being held in contempt or subject to other penalty, Contractor and its agents will furnish only such portion of the Confidential Information as, in the written opinion of legal counsel satisfactory to Flocksy, Contractor and its agents are legally compelled to disclose, and Contractor and its agents will use their best efforts to assist Flocksy in obtaining an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information.

16. Ownership. All Confidential Information, reports, recommendations, documents, drawings, plans, presentations, specifications, technical data, databases, charts, files and other information developed by or provided to Contractor and/or its agents in connection with Contractor’s affiliation with Flocksy and/or the performance of Services are and will remain the exclusive property of Flocksy. Flocksy will have the entire right, title, and interest in and to any materials provided or prepared by Contractor and/or its agents under these Terms. Any statement of work related to it and/or in the performance of Services (the “Materials”), Contractor and/or its agents will receive no license or other rights from Flocksy with respect to such Materials. To the extent the Materials may not, by operation of law, vest in Flocksy, or if any of the Materials is determined not to be a “work made for hire,” Contractor hereby assigns to Flocksy in perpetuity all right, title and interest in and to the Materials, including all copyrights in the Materials (and all renewals and extensions thereof). Without limitation, Flocksy may exploit the Materials in any and all media, now known or hereafter devised, throughout the world, in perpetuity. Flocksy’s rights in the Materials may be freely assigned and licensed and any such assignment or license will be binding upon Contractor and will inure to the benefit of such assignee or licensee. Contractor acknowledges that subsequent to the date of these Terms, it may not claim to possess any right, title or interest in and to the Materials and will take no actions jeopardizing the existence or enforceability of the Materials or Flocksy’s rights therein. Contractor agrees to assist Flocksy in every legal way to evidence, record and perfect this assignment and to apply for and obtain recordation of and from time to time enforce, maintain, and defend the assigned rights. If Flocksy is unable for any reason whatsoever to secure Contractor’s signature to any document to which it is entitled under this assignment, Contractor hereby irrevocably designates and appoints Flocksy and its duly authorized officers and agents to act as Contractor’s agents and attorneys-in-fact, with full power of substitution to act for and on its behalf and instead of Contractor, to execute and file any such document or documents and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by Contractor.  The foregoing is deemed a power coupled with an interest and is irrevocable. If Contractor contributes to Flocksy’s manuals and/or training materials, in a meaningful manner, Flocksy may elect to acknowledge such contributions in the materials. Such acknowledgment or recognition does not create any ownership interest for Contractor.
17. Return of Property; Duties upon Termination. Upon termination of Services for any reason, or at such earlier time as Flocksy may request, Contractor and its agents will immediately (i) discontinue any use of the name, logo, trademarks, or slogans of Flocksy; (ii) discontinue all representations or statements from which it might be inferred that any continuing relationship exists between Contractor and/or its agents and Flocksy; (iii) promptly remove, or cause to be removed, from any website(s), blogs, and/or social media that are under the ownership, registration and/or control or Contractor and/or its agents any and all references, images, text, or otherwise, pertaining to Flocksy’s products or business; (iv) provide to Flocksy reproducible copies (including electronic versions if available, in native format and with all supporting materials such as fonts, graphics and attachments) of all work product prepared or modified by Contractor and its agents and not previously provided to Flocksy, whether completed or not; (v) return to Flocksy all tangible and intangible Confidential Information, property, documents and other information of Flocksy, in whatever form or format, including originals and all copies of documents, drawings, computer printouts, notes, memoranda, specifications, hard drives, flash drives, disks or storage media of any kind, including all copies, summaries and compilations thereof, in the possession, custody or control of Contractor and/or its agents; (vi) promptly and permanently delete any Confidential Information stored in the internal and/or personal email account(s), computer(s), electronic devices, voicemails, storage media and cloud-based storage (including external hard drives, flash drives, and discs) of Contractor and/or its agents, and certify the same to Flocksy; (vii) provide Flocksy with any and all passwords, source codes, security codes, administrative access information and/or other information in the possession of Contractor and/or its agents necessary to enable Flocksy to get the benefit of the Services; and (viii) transition to Flocksy ownership of any websites, accounts, handles, and the like maintained for, by or on behalf of Flocksy.  All of the foregoing will be at the sole expense of Contractor. No failure of Flocksy to enforce the disposition of materials under this section, or to enforce it fully or promptly, will constitute, or be interpreted or construed as, a waiver of any right of Flocksy under these Terms, nor will it affect in any way the characterization of any material as Confidential Information or give Contractor any rights or license as to any such Confidential Information of Flocksy, whether by implication, estoppel, act of law, or any other theory or reason.
18. Cooperation. During the Term and thereafter, Contractor and its agents will fully cooperate in the investigation by Flocksy of any issues, and the defense of any claims by, against or otherwise involving Flocksy that might arise that could involve Contractor and/or its agents or information within their knowledge, regardless of whether Contractor and/or its agents personally are named in the action, without additional compensation for such cooperation other than reimbursement of reasonable costs related to such cooperation. Contractor agrees to promptly advise Flocksy if it learns or suspects that current or former employees, agents or contractors of Flocksy have violated or intend to violate their legal or contractual obligations to Flocksy including misuse of Confidential Information, or that they are competing, or are planning or intend to compete, with Flocksy’s business.
19. Reasonable Restrictions. Contractor and its agents acknowledge and agree that the requirements set forth in this section are reasonable in time and scope, and do not unduly burden Contractor and/or its agents.
20. Taxes. Contractor will be solely responsible for all tax and other government-imposed responsibilities relating to the performance of the Services, including payment of all applicable federal, state, local and social security taxes, unemployment insurance, workers’ compensation, and self-employment or other business taxes and licensing fees. Contractor will be solely responsible for payment of all compensation owed to its agents with respect to the Services, including all applicable federal, state and local employment taxes, and will make deductions for all taxes and withholdings required by law.  No federal, state or local taxes of any kind will be withheld or paid by Flocksy on behalf of Contractor or its agents. Flocksy acknowledges that the compensation paid pursuant to these Terms will not be considered “wages” for purposes of the Federal Insurance Contributions Act (“FICA”), unemployment or other taxes.  Flocksy will be responsible for performing all payroll and record-keeping functions required by law. The compensation provided hereunder is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as it may be amended from time to time (“Section 409A”). No provision of these Terms may be interpreted or construed to transfer any liability for failure to comply with any tax obligations, including failure to comply with the requirements of Section 409A, from Contractor to Flocksy. Contractor agrees to indemnify Flocksy for any claims, costs, losses, fees, penalties, interest, or damages suffered by Flocksy resulting from Contractor’s failure to comply with this provision.
21. Third-Party Beneficiaries. Flocksy will not be responsible for payments due and owing to any subcontractors, employees or other agents of Contractor; provided, however, that in the event Contractor fails timely to pay any such agents, if Flocksy deems it appropriate to make payments directly to any such agents on behalf of Contractor, notwithstanding that it may have no legal obligation to do so, Contractor will reimburse Flocksy therefor, and Contractor may offset any amounts due and owing to Contractor by any amounts it has paid to any such agents of Contractor.

6. Contractor Compensation and Developments.

1. Date for Payment of Compensation. For Services rendered under these Terms, Flocksy agrees to pay Contractor for completed projects on a weekly basis. Details of the payment will be agreed before each project is started.
2. Payment of Moneys Due to Deceased Contractor. If Contractor dies before completing Services under these Terms, any moneys due to Contractor from Flocksy under these Terms as of the date of death will be paid to Contractor’s executors, administrators, heirs, personal representatives, successors, and assigns.
3. Payment of Expenses. Contractor will be responsible for all expenses incurred in performing Services under these Terms, unless otherwise agreed and approved by Flocksy or Contractor in writing, prior to incurring any such expenses.

1. Flocksy will communicate with Contractors regarding any disputed amounts or amounts as to which inadequate documentation has been provided by Contractor.
2. Flocksy reserves the right to withhold payment for Services that are not completed as scheduled, with such payments to be released and paid to Contractor promptly when Services are actually completed (e.g., rescheduled within a timely fashion).

4. Contractor shall make full and prompt disclosure to Flocksy of all inventions, discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, mask works, databases, computer programs, formulae, techniques, trade secrets, graphics or images, and audio or visual works and other works of authorship and work products (collectively, “Developments”), whether or not patentable or copyrightable, are created, made, conceived or reduced to practice, in whole or in part, by Contractor (alone or jointly with others) or under Contractor’s direction during the period of its relationship with Flocksy. Contractor acknowledges that all work performed by it is on a “work for hire” basis, and it hereby assigns and transfers and, to the extent any such assignment cannot be made at present, will assign and transfer, to Flocksy and its successors and assigns all its right, title, and interest in:

1. All Developments that:

1. relate to the Services or to the business of Flocksy or any Customer of Flocksy or any Services being researched, developed, provided, or sold by Flocksy or which may be used with such Services;
2. result from tasks assigned to Contractor by Flocksy; or
3. result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by Flocksy (collectively, “Flocksy-Related Developments”); and

2. all related patents, patent applications, trademarks, and trademark applications, copyrights, and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions (“Intellectual Property Rights”).

5. Contractor hereby certifies and covenants that it shall not incorporate, or permit to be incorporated, any Prior Invention (as defined below) in any Flocksy-Related Developments without Flocksy’s prior written consent. A “Prior Invention” is any Development that Contractor has, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement of the Services or any relationship with Flocksy that Contractor considers to be its property or the property of third parties. If, in the course of performing the Services or Contractor’s relationship with Flocksy, Contractor incorporates a Prior Invention into  Flocksy’s Services, products, processes or machine or other work done for Flocksy, Contractor hereby grants to Flocksy a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention.
6. By using this Website, Contractor and Customer grant to Flocksy a perpetual, royalty-free, irrevocable right to use the Developments, in ways and manners in the sole and absolute discretion of Flocksy, to advertise, publicize, and promote the business and services of Flocksy.
7. Recognition. Contractor acknowledges that in order to use Flocksy’s or its Customer’s name, tradename, logo, or any project or service completed under these Terms for marketing or other purposes, Contractor shall first obtain Flocksy’s and such Customer’s prior written consent. Such prior written consent of Flocksy can be withheld by Flocksy in its sole and absolute discretion.
8. Use of Name, Likeness, and Biography. By using this Website, Contractor grants to Flocksy a perpetual, royalty-free, irrevocable right and license to use, publish and broadcast, and to authorize others to do so, the name, nickname, initials, autograph, facsimile signature, photograph, likeness, and biographical information of Contractor (the “Contractor Persona”) on any media, now known or later discovered, in connection with  the business of Flocksy, including without limitation via Flocksy’s online and mobile social media channels, websites and emails, and in broadcast and printed collateral or advertisements to advertise, publicize, and promote the business of Flocksy (the “Designated Use”).  Flocksy will have the right, but not the obligation, to make public announcements concerning Contractor’s affiliation with Flocksy.

7. Communications with the Company.

The Company may provide you with use of email and chat support services, instant messaging services, chat areas, calendars, or other message designed to enable you to communicate with the Company, the Contractors and other parties, such as project managers (“Communication Services”). You hereby consent to the following communications from the Company:

1. telephone calls, text messages, and/or email from the Company regarding the Services, and
2. information about the Company’s upcoming Services.

In addition, you agree that you will not:

1. use Communication Services to conduct surveys, contests, pyramid schemes, chain letters, spam email, or any unsolicited messages (commercial or otherwise),
2. defame, abuse, harass, threaten, or otherwise violate the legal rights of others,
3. upload, distribute, or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material, virus or information,
4. upload, or otherwise make available, files that contain images, photographs, service or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same,
5. falsify or delete any proprietary rights notices, such as author attributions, legal or other proper notices or labels of the origin of source of service that is uploaded,
6. violate any code of conduct or other guidelines which may be applicable for any particular Communication Service,
7. create a false identity for the purpose of misleading the Company or others.

The Company has no obligation to monitor the Communication Services but reserves the right to review materials posted to the Communication Services and to remove or censor any material in its sole discretion.

8. Intellectual Property Rights.

Flocksy, the Services, and their entire contents, features and functionality (including but not limited to all information, software, text, displays, featured images, video and audio, and the design, selection and arrangement of the above), are owned by the Company, its suppliers, or its licensors, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

9. Trademarks.

The Company name, the term “Flocksy” and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on Flocksy are the trademarks of their respective owners, where applicable.

10.  Prohibited Uses.

1. You may use Flocksy or Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use Flocksy or Services:

1. in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries),
2. for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise,
3. to send, knowingly receive, upload, download, use or re-use any material which does not comply with the “Content Standards” set out in section 13 in these Terms of Use,
4. to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation,
5. to impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or user names associated with any of the foregoing), or
6. to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Flocksy, or which, as determined by us, may harm the Company or users of Flocksy or expose them to liability.

2. Additionally, you agree not to:

1. use Flocksy in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of Flocksy or Services, including their ability to engage in real time activities through Flocksy or Services,
2. use any robot, spider or other automatic device, process, or means to access Flocksy or Services for any purpose, including monitoring or copying any of the material presented thereon including any information contained in your Social Media,
3. use any manual process to monitor or copy any of the material on Flocksy or Services, or for any other unauthorized purpose without our prior written consent,
4. use any device, software or routine that interferes with the proper working of and delivery of the Services,
5. introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful,
6. attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of Flocksy or Services, the server on which Flocksy or Services is stored, or any server, computer or database connected to Services,
7. attack Flocksy or service via a denial-of-service (DOS) attack or a distributed denial-of-service (DDOS) attack, or
8. otherwise attempt to interfere with the proper working of Flocksy or Services.

11.  OpenAI: The Services may allow you an option to use AI generated content as part of your Deliverable. To the extent you utilize AI generated content or otherwise agree to the use of AI generated content in your Deliverable, you agree to and will comply with OpenAI’s terms of use with respect to such AI generated content (which terms are located at https://openai.com/policies/terms-of-use and are incorporated herein by reference), or such other terms identified by us when you request or consent to the use of AI generated content. For clarity, OpenAI’s terms of use are separate from and in addition to (and do not supersede or replace) Flocksy’s Terms of Service, which will continue to apply in full force and effect. We have very limited control over AI generated content. We make no warranty or representation of accuracy, completeness, reliability, ownership or noninfringement with respect to any AI generated content. By requesting or consenting to the use of AI generated content, you acknowledge and agree that any use of AI generated content is at your own risk.
12. User Uploads.

1. Flocksy may contain message boards, chat rooms, personal and commercial web pages and profiles, our proprietary review portals, and other interactive features (collectively, “User Services”) that allow users to post, submit, publish, display, review, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Uploads”) on or through Flocksy.
2. All User Uploads must comply with the Content Standards set out in section 13 in these Terms of Use.
3. Any User Upload you post to the Website will be considered non-confidential and non-proprietary. By providing any User Upload on Flocksy, you grant us and our licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third-parties any such material according to your account settings.
4. You represent and warrant that:

1. you own or control all rights to, including intellectual property rights, the User Uploads and have the right to grant the license granted above to us and our licensees, successors and assigns,
2. all of your User Uploads will comply with these Terms of Use, and
3. you understand and acknowledge that you are responsible for any User Uploads you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible, or liable to any third-party, for the content or accuracy of any User Uploads posted by you or any other user of Flocksy.

12. Monitoring and Enforcement; Termination.

1. We have the right to:

1. remove or refuse to post any User Uploads for any or no reason in our sole discretion,
2. take any action with respect to any User Upload that we deem necessary or appropriate in our sole discretion, including if we believe that such User Upload violates the Terms of Use, including the Content Standards (section 13), infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of Flocksy, the Services, or the public, or could create liability for the Company,
3. disclose your identity or other information about you to any third-party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy,
4. take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of Flocksy or the Services, including any stalking or harassment, or
5. terminate or suspend your access to all or part of Flocksy or Services for any or no reason, including without limitation, any violation of these Terms of Use, in our sole discretion.

2. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through Flocksy or the Services.
3. YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.
4. However, we do not undertake to review material before it is posted on Flocksy or the Services. We do not and cannot ensure the accuracy of the information posted and cannot ensure prompt removal of objectionable material (and its impact) after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third-party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section, subject to any applicable law.
5. You hereby grant, and you represent and warrant that you have the right to grant, to Flocksy an irrevocable, non-exclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Uploads, and to grant sublicenses of the foregoing, solely for the purposes of including your User Uploads in Flocksy and Services. You agree to irrevocably waive and cause to be waived any claims and assertions of moral rights or attribution with respect to your User Uploads.

13. Content Standards.

These content standards (“Content Standards”) apply to any and all User Uploads and use of User Services. User Uploads must in their entirety comply with all applicable federal, state, local and international laws, including intellectual property laws, and regulations.

1. Without limiting the foregoing, User Uploads must not:

1. contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable,
2. promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age,
3. infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person,
4. violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy,
5. be likely to deceive any person,
6. promote any illegal activity, or advocate, promote or assist any unlawful act,
7. cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person,
8. impersonate any person, or misrepresent your identity or affiliation with any person or organization,
9. involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter or advertising, or
10. give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

2. If you post reviews on Flocksy, the Services, or any of Flocksy’s social media pages or channels, you agree not to post reviews that are not based upon your personal experience or are otherwise designed for any purpose other than providing other users, both guests and registrants with User Accounts, with an accurate description of your personal experience. Reviews based on secondhand, non-personal experience are not allowed. In addition to the other restrictions in these Content Standards, reviews posted on Flocksy, the Services, or any of Flocksy’s social media pages or channels must not:

1. be written exclusively in capital letters,
2. be plagiarized,
3. contain spam or advertisements,
4. contain personally identifying information about any Flocksy user or account holder;
5. contain personally identifying information about any Company executives, owners, officers, employees, or agents, including any contact persons listed on Flocksy, or other persons,
6. contain overly detailed or sexual descriptions of an individual’s physical appearance, or lewd personal attacks against a specific individual or group of individuals, or
7. contain personal grievances.

3. If you have any concerns or complaints regarding the Services, please do not hesitate to contact Flocksy directly at support@flocksy.com.

14. Copyright Infringement.

We do not condone copyright infringement and will terminate the user accounts of infringers. You may not post, distribute, or reproduce in any way any copyrighted materials, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. If you believe that your work has been copied or posted on Flocksy or the Services in a way that constitutes copyright infringement, please provide our Copyright Agent (provided in this section), in writing, with the information as follows:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or of interest in the copyright;
2. a description of the copyrighted work that you claim has been infringed;
3. a description of where the allegedly infringing material is located on Flocksy, or in the provision of the Services, with reasonably sufficient detail to enable the Company to find the allegedly infringing material, including a URL;
4. your address, telephone number to reach you, and email address;
5. a written statement by you representing that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6. a written statement by you, made under penalty of perjury, that all of the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Notice of claims of copyright infringement should be provided to the Company’s Copyright Agent at Flocksy, or at the following address: PO Box 1691 Pawcatuck CT 06379

15. Reliance on Information Posted.

1. The information presented on or through Flocksy or the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to Flocksy or Services, or by anyone who may be informed of any of its contents.
2. Flocksy may include content provided by third-parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators or reporting services. All statements or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinion and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible or liable to you or any third-party for the content or accuracy of any materials provided by any third-parties.

16.  Changes to Flocksy.

1. We may update the content on Flocksy, including with regard to the Services (and support services) from time to time, but its content is not necessarily complete or up-to-date. Any of the material on Flocksy may be out of date at any given time, and we are under no obligation to update such material.
2. We may from time to time issue upgraded versions of Flocksy. You consent to such automatic upgrading on Flocksy (for full functionality), and agree that these Terms of Use shall apply to all such upgrades.

17. Information About You.

All information we collect on Flocksy is subject to our Privacy Policy. By using Flocksy or Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

18. Linking to Flocksy.

1. You may link to Flocksy, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.
2. You may use the above features solely as they are provided by us, and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:

1. establish a link from any website that is not owned by you,
2. cause Flocksy or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site, nor
3. otherwise take any action with respect to the materials on Flocksy that is inconsistent with any other provision of these Terms of Use.

3. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
4. We may disable all or any Social Media features and any links at any time without notice in our discretion.

19. Links from Flocksy.

If Flocksy may contain links to other sites and resources provided by third-parties, these links are provided for your convenience only. This may include links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites or apps linked to Flocksy, you do so entirely at your own risk and subject to the terms and conditions of use for such websites or apps, where applicable.

20. Third-Party Materials; Promotions.

1. Third-Party Materials. Flocksy or the Services might display, include or make available third-party content (including data, information, articles, applications, or other products, services or materials) or contain links to third-party websites, services, and advertisements for third-parties such as Promotions (defined below) (collectively, the “Third-Party Materials”). You agree that Flocksy is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Flocksy does not assume and will not have any liability or responsibility to you or any other person or user for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience.
2. Promotions. Flocksy or Services might display, include or make available coupons, promotional codes, giveaways, samples, and other offers from listed retailers (collectively, the “Promotions”). Promotions are treated as Third-Party Materials under these Terms. Flocksy displays Promotions on Flocksy and Services, as well as direct user text messaging, as a form of advertisement for the listing retailer only (the “Offeror”). All Promotions are offered directly by the applicable Offeror, and may be subject to additional terms, conditions, or restrictions of the Offeror or under applicable law, whether or not such additional terms, conditions or restrictions are expressly included on Flocksy or Services. The Offeror, and not Flocksy, is solely responsible for:

1. compliance with all aspects of the Promotions and applicable law (including without limitation, the advertisement, redemption, and terms, conditions and restrictions related thereto),
2. all goods and services it provides to you in connection with the Promotions, and
3. all injuries, illnesses, damages, claims, liabilities, and costs it may cause you to suffer, directly or indirectly, in full or in part, whether related to the use or redemption of a Promotions or not.

21. Geographic Restrictions.

The owner of Flocksy is based in Connecticut. We provide Flocksy for use only by persons located in jurisdictions in which the Company’s operations are legal. We make no claims that Flocksy or any of its content is accessible or appropriate outside of such jurisdictions. Access to Flocksy may not be legal by certain persons or in certain countries. If you access Flocksy from outside a legal jurisdiction, you do so on your own initiative and are responsible for compliance with local and regional laws, including intellectual property laws.

22. Disclaimer of Warranties.

1. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet, Flocksy, or the Services, will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
2. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, mobile device, computer programs, data or other proprietary material due to your use of Flocksy or any services or items obtained through Flocksy or to your downloading of any material posted on it, or on any website or app linked to it.
3. Your use of Flocksy, its content and any services or items obtained through Flocksy is at your own risk. Flocksy, its content and any services or items obtained through Flocksy are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. Neither the company nor any person associated with the company makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy or availability of Flocksy. Without limiting the foregoing, neither the company nor anyone associated with the company represents or warrants that Flocksy, its content or any services or items obtained through Flocksy will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that our site or the server that makes it available are free of viruses or other harmful components or that Flocksy or any services or items obtained through Flocksy will otherwise meet your needs or expectations.
4. The Company hereby disclaims all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for particular purpose.
5. The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.

23. Limitation on Liability.

1. IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, FLOCKSY, ANY WEBSITES OR APPS LINKED TO IT, ANY CONTENT ON FLOCKSY OR SUCH OTHER WEBSITES OR APPS ANY SERVICES OR ITEMS OBTAINED THROUGH FLOCKSY OR SUCH OTHER WEBSITES OR APPS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF FLOCKSY ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF THE FLOCKSY SERVICES AND FLOCKSY EXCEED THE LESSER OF (I) THE AMOUNT PAID, IF ANY BY YOU TO US FOR ANY SERVICES OR (II) $100.00.
3. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

24. Limitation of Flocksy’s Liability with respect to Contractors. Flocksy will not be liable to Contractor or its agents for any incidental, indirect, special, consequential, punitive or reliance damages of any nature whatsoever, regardless of the foreseeability thereof (including, but not limited to, any claim for loss of services, lost profits or lost revenues) arising under or related to these Terms or the Services, whether based on breach of contract, tort, breach of warranty, negligence or any other theory of liability in law or in equity. Contractor’s remedy, if any, for any breach of these Terms, will be solely in damages, and Contractor may look solely to Flocksy for recovery of such damages.  Contractor waives and relinquishes any right Contractor may otherwise have to obtain injunctive or equitable relief against Flocksy and any third-party with respect to any dispute arising under these Terms. Notwithstanding anything to the contrary in these Terms, Flocksy’s entire liability, and Contractor’s ability to recover damages, at law or in equity, with respect to any and/or all claims, damages, losses, costs or causes of action arising from or related to the Services (other than any action for payment of Services and invoices related thereto) may not exceed the aggregate dollar amount paid by Flocksy to Contractor for the Services in the 3-month period preceding the event giving rise to the claim.  
25. Indemnification.

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of Flocksy or Services, including, but not limited to, your User Uploads, any use of Flocksy’s content, services, and products other than as expressly authorized in these Terms of Use or your use of any information obtained from Flocksy or Services.

26. Governing Law and Jurisdiction.

1. All matters relating to Flocksy, Services, Privacy Policy and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule (whether of the State of Connecticut or any other jurisdiction).
2. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

27. Dispute Resolution.

At the Company’s sole discretion, it may require you to submit any disputes arising from the use of these Terms of Use, the Privacy Policy, Flocksy, or Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, first to mediation in the United States, then next to final and binding confidential arbitration under the Rules of Arbitration of the American Arbitration Association applying Connecticut law. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.

28. Limitation on Time to File Claims.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR FLOCKSY MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

29. Waiver; Severability.

1. No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
2. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

30. Entire Agreement.

This Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and the Company with respect to Flocksy, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to Flocksy and Services.

31. Your Comments and Concerns.

1. You may contact us at P.O. Box 1691 Pawcatuck, CT 06379.
2. All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in the manner and by the means set forth therein.
3. All other feedback, comments, requests for technical support and other communications relating to Flocksy should be directed to support@flocksy.com.