Terms of Service

# Profluence Base Terms and Conditions By using or accessing Profluence (“Profluence”) and it’s related Services or Products you confirm that you have read, understand, and agree to these Base Terms and Conditions (“Agreement”) and, depending on the Services or Products you subscribe to or engage, related Terms referenced or incorporated herein and within an Ordering Document. Together all applicable terms govern your right to access and use Profluence Products and Services. This agreement may be updated from time to time at the sole discretion of Profluence. You are responsible for reviewing and tracking any changes that may affect you or impact your use of Profluence Product or Services. Your continued use of Profluence Products or Services after any such changes constitutes an acceptance and consent of the terms. You may subscribe to our RSS feed for updates to our Base Terms and Conditions and other documents by going to https://www.pro-fluence.com/legal/updates. These terms, and terms incorporated by reference (together the Agreement) apply to all non-Enterprise level Profluence SaaS application plans and related features which are accessible via our website or mobile applications. ## Definitions **AI Enabled Services** - means any machine learning, artificial intelligence, forecasting, recommendation, sentiment analysis, reputation analysis, narrative analysis, matching, scoring, summarization, classification, or prediction functionality made available through the Products, features, or Services offered within or as part of Profluence’s offering that is comprised partially or wholly by artificial intelligence. **Authorized User** – an employee, consultant, agent, or other individual permitted or authorized by the Subscriber to access the Services or Products through the Subscriber’s account. Subscriber may not allow or enable anyone other than an Authorized User to access and use Subscriber’s Account. **Confidential Information** - is non-public, proprietary, business, technical, security, legal, or financial information disclosed or revealed by either Party to the other that reasonably should be understood to be confidential or valuable to the disclosing party. This includes information about products, services, trade secrets, marketing and business plans, Party lists, financial information, system architecture, security programs, and intellectual property. Notwithstanding the foregoing, Confidential Information does not include information that: (a) the receiving party possesses without a duty to keep confidential prior to acquiring it from the disclosing party; (b) is or becomes publicly available through no violation of this Agreement by the receiving party; (c) is given to the receiving party by a third-party not under a confidentiality obligation to the disclosing party; or (d) is developed by the receiving party independently of, and without reliance on, confidential or proprietary information provided by the disclosing party. **Content** – refers to all information or data, which can include but is not limited to text, photos, videos, images, audio, documents, and artifacts in any format that is uploaded or downloaded or appears within the Profluence application. **Ordering Document** – a purchase order, work order, schedule of work, order form or other ordering document engaging Profluence Products or Services. Current and future Ordering Documents are considered part of your entire agreement with Profluence. **Output** - means any report, forecast, recommendation, score, alert, summary, insight, ranking, analysis, or other content generated or amended by the Services. **Plan** – means a structured group of features bundled together within a pricing structure. **Products** – refers to any tangible or intangible product you purchase from Profluence but does not include rights or licensing unless specifically stated. **Profluence Application** – refers to our Software as a Service application and website as it exists at the signing of this agreement and any future iterations and additions. **Services** – refers to any services you access or purchase through our website, application, or via an Ordering Document. **Social Networks** – refers to Social Network sites such as Facebook, Instagram, X, TikTok, etc that are owned, managed and trademarked by Third-Parties not owned, managed, or trademarked by Profluence. Subscriber’s often connect their Social Networks via “First Person Accounts”, giving Profluence access in order to draw, process, and provide data as part of Profluence Services or Products. **Subscriber** – means an individual that signs up to access Profluence Products or Services whether free or paid. “You”, “Your”, “User” and “Customer” are sometimes interchangeably used to describe the Subscriber. **Subscriber Content** – means all information, content, records, documents, files, media, account information, uploads, posts, messages, and other materials submitted to the Products or Services by or on behalf of Subscriber, an Authorized User or their agent or affiliates. By using the Products and Services and uploading or connecting your outside accounts to Profluence, you grant Profluence a license to process your Content to provide the Services or Products associated with your Plan. **Third-Party** – a party that is not either Profluence or a Subscriber. **Third-Party Content** – means any Content that is originally owned, produced, or is published by, or originates from someone or somewhere other than the Subscriber or Profluence. Third-Party Content may be protected, licensed, owned, trademarked, copywrited, or otherwise protected information for which Profluence may not have the legal agency to pass along rights to. Subscriber’s use of Third-Party Content is at their own risk and liability. **User** – Any individual who uses or accesses Profluence Products or Services, whether paid or unpaid, whether authorized or unauthorized. ## 1. Access and Usage Subject to the terms herein and included by reference, Profluence will allow you and your Authorized Users to access and use Profluence Services and Products in the way intended and further described by your plan. You may not access, use, or distribute Profluence Products or Services in any way not contemplated, anticipated, or authorized by this agreement. Using robots, spiders, crawlers, copying and scraping technologies is expressly prohibited. By using Profluence, you agree, consent, and affirm that: - You will only use the Profluence Products and Services for the intended use; - You are at least 18 years old and have the legal capacity to enter into this legally binding agreement. If you are under the age of 18 you must have a parent or guardian create an account for you; - As an employee of an organization or the representative of an individual subscriber or user, you are authorized to engage Profluence Products or Services; - You and your Authorized Users are solely liable and responsible for access, use, acts and omissions while using Profluence, including anyone you allow to have access to your account, or supply with credentials; - Use of Profluence is subject to timely payment of relevant fees; - The right of use is a non-transferable and non-exclusive right to access and use Profluence solely for your internal purpose. User represents and warrants that: (i) Subscriber owns or has obtained all of the intellectual property rights subsisting within Subscriber Content, and User has the right to provide Profluence with the right to use such Subscriber Content in accordance with the Agreement; and (ii) the Subscriber Content does not infringe or violate any intellectual property, proprietary, data protection, privacy or publicity rights of any Third Party. Subscribers shall have sole responsibility for any activity on the Subscriber’s Account and all Subscriber Content. Users agree to use the Services in good faith and not for any unlawful, fraudulent, abusive, or malicious purpose. This includes refraining from submitting intentionally false information, manipulating platform outputs, attempting to circumvent subscription limits or security controls, or engaging in conduct intended to disrupt the Services or harm other users. It is the User’s responsibility to report any unauthorized access or use of their account to Profluence at security@pro-fluence.com. Your use of Profluence Services or Products must be lawful and cannot be considered a form of stalking, surveillance, tracking, or used by foreign actors or parties that are listed on the government SDN list. Profluence may, at any time, remove Content that could be construed as unlawful, damaging, or a breach of the terms herein. You are solely responsible for the Content you provide or connect to Profluence. Profluence does not generally monitor or manage Subscriber Content and does not proport to filter out harmful, illegal, or infringed content. Profluence is not liable for Subscriber Content processed through its Services or Products. Use and connectivity of Third-Party applications is done at your own risk. The ability to connect another application or tool to Profluence does not imply partnership or liability. You specifically understand that we are not responsible for Third-Party Services and will not be liable to you or any third-party for any losses or damages resulting from your use of Third-Party Services. If you access or enable a Third-Party Service, you grant them permission to access or otherwise process your data as required for the operation of the Third-Party Service. You should always consult Third-Party terms and conditions as provided by such Third Parties. We are not responsible for disclosure, use, change to or deletion of your data and will not be liable to you or any third party for access to your data by a Third-Party Service. > We may refuse to provide Services or Products to anyone for any reason at any time. We may also immediately suspend or terminate your access to the Products or Services for any reason, at any time, without notifying you in advance. If we terminate this Agreement because you violated or breached the Acceptable Use terms or any other part of this Agreement, you will not receive a refund. If we terminate your access to the Products or Services under this section for no reason, we will refund you for the paid Services or Products you have not yet received. Use of Profluence Products or Services for the benefit of Third Parties or affiliated company(ies), unless approved by Profluence and specified in writing and dually executed is expressly prohibited. Where any Third-Party use *is* permitted by Profluence, the Subscriber is solely liable for all acts and omissions of the Third-Party while using the Products or Services, and any acts or omissions of such Third-Parties shall be deemed to be the acts or omissions of Subscriber. The Products and Services, including any portion thereof and any content or data therein, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any purpose inconsistent with the limited rights granted to Subscriber under the Agreement. Subscriber must not: (i) store or transmit infringing or otherwise unlawful material or store or transmit malicious code or material via the Products or Services, (ii) interfere with or disrupt the integrity, security, or performance of, or data contained on, within the Products or Services, (iii) other than to the extent permitted by law, disassemble, decompile, reverse engineer, copy, translate, or make derivative works of, or remove any proprietary notices or labels from, the Products or Services, or content or data therein, (iv) download or copy any content, data or account information from the Products or Services not permitted within the Subscriber’s Plan for the benefit of any other company or entity aside from the Subscriber’s; (v) use any data mining, robots, or similar data gathering and extraction tools in connection with the Products and Services, (vi) frame or utilize framing techniques to enclose any trademark, logo, or other Profluence generated content on or within the Products or Services, or (vii) use meta tags or any other “hidden text” or data elements utilizing the Profluence name or trademarks without express prior written consent. Subscribers agree to, and will not attempt to circumvent, any limits that Profluence may set on User’s use of any APIs that Profluence makes available (e.g., limiting the number of API requests that Subscriber may make). ## 2. Third Party sites and Third-Party Content Profluence may include content, advertising, products, services, or other materials and links to third party websites and applications (“Third Party Sites”). Customer is solely responsible for evaluating whether to access or use a Third Party Site and/or Third Party Content and agrees to be bound by any applicable terms found therein. Profluence is not affiliated with, nor does it screen, audit or endorse any Third Party Site or Third Party Content and makes no representations or warranties relating thereto. Profluence is not responsible and is not liable for User’s actions on or through any Third Party Site or relating to any Third Party Content. Subscriber shall be responsible for obtaining and maintaining all hardware, software, communications equipment and network infrastructures required to access and use Profluence and Third-Party Products and Services, and for paying all fees and access charges related to their use of such Products and Services. When the Subscriber installs or enables Third Party Access and Content for use with Profluence Products and Services, Subscriber thereby consents to the disclosure by Profluence of Subscriber Content to such provider for the exchange and interoperation of the Third Party and Subscriber Content with the Products and Services. Profluence is not responsible for any disclosure, modification, deletion, loss, or unauthorized use of User or Subscriber Content as a result of any such access by the Third-Party installed or enabled by Subscriber or it’s Authorized Users. Changes to Third Party Site are beyond our control. Profluence is not liable or responsible for any changes or unavailability of Third Party Services or Content and/or it’s interoperability with Profluence Products or Service (or applicable features thereof), even if that functionality had subsequently been available. Profluence may cease providing the impacted features without liability to Subscriber and it’s Authorized Users. ## 3. Changes to the Application Profluence will make incremental and sometimes continued changes to our Services and Products with the goal of improving our offerings, which may include adding and removing features. These changes are at the sole discretion of Profluence and such changes are intended to enhance existing features and functionality, and should not materially decrease overall functionality. We are not liable to anyone, including Subscribers and other users, for impacts due to removal, addition, suspension, enhancement or deprecation of features, Services, or Products. ## 4. Pricing and Plans Plans run on a monthly or annual basis, depending on what the Subscriber selects. You must pay all fees for the Services and Products you purchase, except for offers expressly stated to be free or reduced. You are required to provide a credit card in order to sign up for our free trial as a matter of fraud detection and security. Once a free trail expires, unless you cancel before it is up, your credit card will be automatically charged, and then charged again upon consecutive renewal terms until cancelled by you. Subscriptions renew automatically for successive terms of the same length of time at the then-current prices. Profluence is entitled to charge interests on outstanding fees at the maximum allowed by local and federal law. We encourage customers to contact Profluence before initiating a payment dispute so we can resolve billing issues quickly. If a chargeback is initiated in error or bad faith after services have been provided, Profluence reserves the right to suspend or terminate the associated account, revoke access to paid features, decline future purchases, and pursue recovery of unpaid amounts and any legally recoverable costs, where permitted by applicable law. Pricing and Plan changes are a natural result of continually growth and improvement of our Products and Services. If pricing changes while you are an active subscriber, you will receive a notification of planned pricing increases when your plan comes up for annual renewal. Pricing and Plan changes are purely at the sole discretion of Profluence and are generally directly correlated to increased costs of doing business (such as increase in cloud hosting or server processing activities). You are responsible for any and all taxes, levies, duties, or similar governmental or jurisdictional assessments of any nature, including VAT (Value Added Tax) associated with subscribing to and receiving Profluence Products and Services. In the event Profluence incurs taxes, fees, levies, duties, or any other form of governmental taxation as a result of the Subscriber and Authorized Users use of the Products and Services, Profluence will pass those fees directly to the Subscriber through an automatic deduction against the credit card on file. Profluence will provide an invoice to the Subscriber to their registered email, and within the application’s notification system, which will contain whatever information was provided to Profluence from the governmental agency. > You may cancel or downgrade your Products or Services plan at any time by going to Subscriptions and Billing within your Account Center (Profile Icon). Cancellations or downgrades will take effect on the renewal anniversary of your plan. Ex – If you subscribe to a monthly plan that was initiated/activated on the first of the month and you downgrade it on the 20th of the month, your downgrade will take effect on the first of the next month. If you cancel a plan on the 15th of the month, you will have access to and continued functionality of your Services and Products until the first day of the following month. > > Each Profluence Plan includes reasonable usage of processing services. To ensure consistent performance for all Subscribers, Profluence Plans include access to computational resources intended for normal business use. If usage materially exceeds the expected utilization for the subscribed Plan or creates an unreasonable burden on platform resources, Profluence may temporarily rate-limit requests, request that the customer upgrade to a more appropriate subscription, or offer additional capacity through supplemental usage packages. Profluence reserves the right to temporarily limit, defer, queue, or suspend unusually resource-intensive activity that threatens platform stability, availability, security, or the experience of other Subscribers. ## 5. Application Availability Profluence will use commercially reasonable efforts to ensure that the Subscriber receives uninterrupted and continued use of the Products and Services. Service and Product availability are, to a degree, dependent on the availability of services from our Third-Party providers. If services from Third-Party providers become inoperable, limited, discontinued, or change, it may impact your use of Profluence Services and Products that is beyond our control. Though we will do our best to mitigate such impacts, we are ultimately not responsible for such changes or impacts, and are not liable to you or anyone else. ## 6. Security Subscribers will maintain reasonable security standards for themselves and their Authorized Users’ use of the Products and Services. Profluence will implement and maintain appropriate administrative, physical, and technical safeguards to protect the security of our Products and Services. ## 7. Privacy & Data Protection We may process certain information about you and individuals associated with you, such as your employees, in connection with your use of the Products and Services. This includes account information, usage data, and customer support questions as further described in our privacy policy (www.pro-fluence.com/legal/privacy). If your use of the Products or Services requires a Data Processing Addendum (“DPA”) with Profluence, you may enter into a DPA by contacting legal@pro-fluence.com to access a pre-signed DPA. Once we receive your signed DPA, this becomes legally binding and forms a part of this Agreement. ## 8. Confidentiality The Receiving Party (a party that receives information is the “Receiving Party) acknowledges and agrees that it shall not use or disclose the Disclosing Party’s Confidential Information (a party that has disclosed information is a “Disclosing Party”) to anyone, other than its officers, directors, employees, contractors, or representatives, as expressly needed to carry out the terms of the Agreement (collectively, the “Representatives”). Such Representatives shall be bound to preserve the confidentiality thereof under terms no less restrictive than those set forth herein. Each party shall be responsible for any breach of this Confidentiality section by its Representatives. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure using the same degree of care that the Receiving Party uses to protect its own information of a similar nature (but not less than reasonable care). A Receiving Party may disclose Confidential Information if required by applicable laws or regulations, provided that (where legally permitted) such Receiving Party sends prior written notice of disclosure to the Disclosing Party so the Disclosing Party has an opportunity to dispute any such disclosure. The parties acknowledge that monetary damages may be inadequate to compensate for any breach of this Confidentiality section and that the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to other remedies it might have at law. Notwithstanding, Confidential Information shall not include any information to the extent it: (i) is or becomes a part of the public domain through no fault of the Receiving Party; (ii) is rightfully obtained without restrictions by the Receiving Party from a third party without breach of any confidentiality obligation; (iii) was rightfully in the Receiving Party's possession, or known to it, without restrictions, at or prior to the time of disclosure by the Disclosing Party; (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (v) is released from confidential treatment by written consent of the Disclosing Party. To be clear, Subscriber Feedback is not considered Confidential Information. ## 9. Intellectual Property You retain your rights and intellectual property ownership to any Subscriber Content you submit, post, or display on or though Profluence Products or Services. Subscriber grants Profluence a worldwide, non-exclusive, royalty-free license to host, process, transmit, store, analyze, and display Subscriber Content solely as necessary to provide, maintain, secure, improve, and support the Services during the term of the Agreement and thereafter only as reasonably necessary for backups, legal compliance, dispute resolution, and anonymized analytics. Nothing in this Agreement restricts Profluence from collecting, processing, using and analyzing general information and data from its users in an anonymized, aggregated manner for purposes of improving and enhancing the quality and nature of Profluence Products and Services, or to market or publish general information and statistics. Profluence will not specifically identify Subscriber or disclose any identifying information in the course of collecting, using, analyzing, marketing or publishing that information or data, unless Subscriber and Profluence have specifically negotiated, in writing, the ability to use marks, labels, copyrights, and information about the other party. Except for Subscriber Content, Third Party Sites and Content (and any other content created or otherwise owned by Subscriber, Authorized Users, and third parties, if applicable), Profluence Products and Services and the content and processing methods therein, including, without limitation, software, code, forms, text, visual interfaces, graphics, design, compilation, and trademarks, service marks or logos contained therein, and all other elements of the Products and Services, including related modifications and derivatives works, are owned by, or licensed to, Profluence. Subscriber acknowledges and agrees that its use of the Products and Services is limited to the rights expressly granted to the Subscriber. Profluence reserves all rights and interests not expressly granted, under the Agreement. ## 10. Disclaimer of Warranties and Limitation of Liability **Except as expressly provided and to the extend permitted by law, we offer our Products and Services “as is” and do not make any warranties, conditions, representations or guarantees of any kind, whether express, implied, statutory or otherwise, including all express or implied warranties of design, merchantability, fitness for a particular purpose, title, quality and non-infringement, that the Products and Services, any Third-Party Services or any Third-Party Content will meet your requirements or that the Products or Services, any Third-Party Services or any Third-Party Content will always be available, accessible, uninterrupted, timely, secure, accurate, complete or error-free. Use of the Profluence Products and Services is at your own risk. You hereby release us and our affiliates and the directors, officers, employees, agents, licensors and service providers of Profluence and any future affiliates from any claims, known or unknown, you have against them.** **Profluence provides analytical tools, predictive models, and AI-generated insights intended to assist decision-making. These outputs are informational only and should not be considered guarantees, factual determinations, legal advice, investment advice, or professional advice. Users remain solely responsible for evaluating and acting upon any information provided by the Services.** **We will not be liable for indirect, punitive, incidental, special, consequential or exemplary damages, or for loss of profits, goodwill or data or other intangible losses, that result from the use of, or inability to use, the Self-Serve Services or any other aspect of this Agreement. Under no circumstances will we be liable for any Third-Party Services, Third-Party Content, Social Networks or activities of third parties, any connection to or transmission from the Internet, or for any damage, loss or injury resulting from hacking, tampering, theft or other unauthorized access to or use of the Products or Services or your account or the information contained in your account, including Customer Content.** > **Our aggregate liability to you for all losses or damages arising out of this Agreement or your use of the Products or Services, even if we have been advised of the possibility of such losses, will not exceed the greater of (a) the fees we received from you for the Products or Services that are subject to the claim during the three-month period immediately preceding the date on which the damages arose; or (b) USD $100. The limitations of liability in this section also apply to the Profluence affiliates and partners and to claims brought based on any cause of action, including breach of contract, tort (including negligence), statute or other legal or equitable theory. If there is a law that limits how the limitation of liability in this section applies to you, our liability will be limited to the fullest extent permitted by law.** > > **No advice or information, whether oral or written, obtained from us or elsewhere will create any warranty or condition not expressly stated in this Agreement.** > > **Our prices are set based on limitations of liability and the disclaimers of warranties in this section. You acknowledge that they will survive and apply even if found to have failed their essential purpose.** > > **If you are dissatisfied with the Products or Services or believe that you’ve been harmed by your use of the Products or Services or this Agreement, you may terminate your use of the Products or Services. Termination is your sole and exclusive remedy (and our sole and exclusive liability) under this Agreement.** ## 11. Governing Law The laws of the United States and Florida law will govern any dispute, cause of action or claim arising out of this Agreement or your use of the Products and Services, without giving effect to conflict-of-law principles. Any legal proceeding arising out of or relating to this Agreement will be brought in the state and federal courts of Sarasota County, Florida. Each Party consents to the exclusive jurisdiction and venue of such courts. ## 12. Dispute Resolution In the event of a dispute between the parties regarding the terms of the Agreement, the parties will first attempt to discuss a resolution in good faith, including, if necessary, through meetings between the executives of each party. Nothing contained in this Section will limit or delay the right of either party to seek injunctive relief from a court of competent jurisdiction, whether or not such party has pursued informal resolution in accordance with this Dispute Resolution section. ## 13. Rights of third parties Except as expressly provided for the Agreement, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person. ## 14. Waiver A party’s waiver of a breach or default by the other party of any provision of the Agreement shall not be construed as a waiver of any succeeding breach or default by the other party, nor shall a party’s failure to exercise or enforce any right or provision of the Agreement be deemed to be a waiver of such right or provision. ## 15. Indemnity You will indemnify and hold harmless Profluence and its affiliates from and against all losses, damages, penalties, liability and costs, including reasonable legal fees, of any kind or nature related to any claim against Profluence or its affiliates related to: (a) Subscriber Content, and submitted or connected content; (b) your breach of this Agreement or any violations of the law brought on by your use of the Products or Services; (c) your use of the Products or Services or any Third-Party services and your possible breach of those services. Profluence shall defend or settle, at its expense, any third party claim against Subscriber to the extent that such claim alleges that the Products or Services infringes any patent copyright, or trade secret right in the Country. Profluence shall pay all final damages awarded or agreed to by Profluence in a settlement with respect to any such third party claim. Profluence shall be under no obligation to defend or settle a claim if, and to the extent, a claim arises from: (a) modification of the Products and Services or unintended use of the Products or Services; (b) a combined use of Profluence Products or Services in conjunction with another Third Party service; (c) Subscriber’s continued use of Profluence Products or Services after being notified that the use is in violation of a term or policy; (d) continued use of Profluence Products or Services outside of a paid plan term. If Profluence is requested by Subscriber or any third party, by subpoena or witness summons; court order; or request from any law enforcement or regulatory body to produce documents or testimony pertaining to Subscriber’s use of the Platform, and Profluence is not named as a party in the proceeding, Subscriber will pay Profluence for any reasonable costs and fees incurred by Profluence responding to such request, insofar as such costs are not paid by the relevant third party, subject to court order or otherwise. Each party’s indemnification obligations are subject to: (i) the indemnified party promptly notifying the indemnifying party in writing of such claim, provided that failure to notify the indemnifying party shall only limit the indemnifying party’s defense and indemnification obligations hereunder to the extent such failure materially prejudices the indemnifying party; and (ii) the indemnifying party having full control and authority over the defense or settlement. Any settlement requiring the indemnified party to admit liability will require prior written consent of the indemnified party, not to be unreasonably withheld or delayed. Subject to the indemnifying party’s right to control the defense, the indemnified party may reasonably participate, at its own expense, in the defense through its own counsel. The indemnified party must provide reasonable cooperation and assistance, at the indemnifying party’s expense, in the defense and/or settlement of such claim and not take any action that prejudices the indemnifying party's defense of or response to the third party claim. The exclusive remedy with respect to any claim by a Subscriber are the obligations listed within this section. ## 16. Export Compliance You will not use or access the Products or Services if you are located in any jurisdiction in which the provision of our Products or Services is prohibited under U.S. or other jurisdiction’s laws (a “**Prohibited Jurisdiction**”) and you will not provide access to the Products or Services to any government, entity or individual located in any Prohibited Jurisdiction. You confirm that you are not named on any SDN or other U.S. government list of persons or entities prohibited from transaction with any U.S. person; (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) you will not allow Authorized Users to access or use the Products or Services in violation of any U.S. or other export embargoes, prohibitions or restrictions; and (d) you will comply with all laws regarding the transmission of data exported from the country in which you (or your Authorized Users) are located to the United States. ## 17. Beta Testing From time to time, we may offer you the opportunity to install, use and test certain Profluence Products and Services prior to their commercial release (“**Beta Services**”). Use of the Beta Services is optional. If you use any Beta Services, different Terms apply and govern those. Beta Testing Services and Products are as-is and may be discontinued at any time and solely at the discretion of Profluence. ## 18. Amendment We may change any part of this Agreement (including any terms or documents incorporated by reference in this Agreement) at any time by posting the revised terms on the Profluence website, and your use of the Self-Serve Services after the effective date of the updated Agreement or other terms constitutes your agreement to the updated Agreement or other terms, as applicable. It is important for you to review this Agreement before using the Products or Services and from time to time. The updated Agreement will be effective as of the time of posting, or on such later date as may be specified in the updated Agreement, and will apply to your use of the Self-Serve Services from that point forward. You may subscribe to our RSS feed to become notified of changes and updates to documents in our Legal Center. ## 19. Assignment You may not assign your rights under this Agreement to anyone else. We may assign our rights to any other individual or entity. ## 20. Severability If a court finds part of this Agreement to be invalid, the rest will continue to apply with the minimum changes required to remove the invalid part. ## 21. Force Majeure We will not be liable to you or any third party for any failure to perform our obligations under this Agreement if that failure results from any cause beyond our control, such as the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks or other acts of hackers; Internet or network failures or interruptions; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lockouts or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts; or if another person (including a Social Network) changes their services or terms or no longer offers their services to you or Profluence on terms we believe are reasonable. ## 22. Remedies If we fail to enforce this Agreement, we are not waiving our right to do so. Any remedies we have under this Agreement are not exclusive of any other remedies we may have under this Agreement, at law or otherwise. ## 23. Notices to You Profluence may give notice to you by placing a banner notice on the Profluence platform or Profluence’s website. We may also contact you or your Authorized Users through your Profluence account or contact information you provide, such as email or telephone or through your account on one or more Social Networks. If you fail to maintain accurate account information, such as contact information, you may not receive critical information about the Products or Services or this Agreement. ## 24. Notices to Profluence For any notice to Profluence that you give under or regarding this Agreement, you must notify us by email to legal@pro-fluence.com with a duplicate copy sent via registered mail to the following address: Profluence, LLC; Attention: Legal Department, 516 S Tamiami Trail, Unit 102, Nokomis, FL 34275. ## 25. Profluence API Usage Subscriber agrees that: - APIs are licensed, not sold. - API availability may change. - API endpoints may be versioned or deprecated. - Subscriber will migrate within announced deprecation periods. - Subscriber may not exceed rate limits. - Subscriber may not circumvent quotas. - Subscriber may not create excessive automated requests. - Subscriber may not scrape APIs. - Subscriber may not benchmark APIs publicly without permission. - Subscriber may not resell API access. - Subscriber may not expose API credentials. - Subscriber must maintain commercially reasonable security. - API keys remain property of Profluence. - Profluence may revoke keys immediately for abuse. - APIs may require separate pricing. - Future APIs may have additional terms. - Some APIs may be designated Beta APIs. - Profluence may require OAuth or other authentication. - Customer is responsible for activity using their API credentials. - Subscriber must immediately notify Profluence if API credentials are compromised. > Profluence reserves the right to introduce additional API-specific terms, documentation, rate limits, authentication requirements, pricing, quotas, and technical standards applicable to particular APIs. ## 26. Miscellaneous Profluence may subcontract parts of the Product and Service work to third parties. Profluence is responsible for any breach of the Agreement caused by its subcontractors. ## 27. Entire Agreement This Agreement, including the other documents referred to as applicable to the Products and Services in this Agreement, is the entire agreement between you and Profluence for your use of the Products and Services. Any prior understandings, statements or and agreements (oral or written) (including any prior non-disclosure or confidentiality agreements or similar) do not apply, including additional terms that you may present (such as terms in a unilateral notice from you to us or printed on a purchase order or any other document generated by you). This Agreement is binding on the parties and their permitted successors and assigns.