Terms of Use

1.1 Permitted Users.

As used in these Terms of Use, “you” or “your” means you as an individual. To use our Site, you must have reached the age of majority in your jurisdiction of residence and have the legal capacity to enter into these Terms of Use. If you are using our Site on behalf of a corporate entity or organization or their affiliates (“Entity“), you represent that you have the authorization and authority to bind such Entity to these Terms of Use. In such a case, the words “you” and “your” when used in these Terms of Use will apply to the Entity as well as you as an individual as appropriate. You are entirely responsible for any and all activities that occur under your account.

1.2 Permitted Use and Restrictions.

You agree to use the Site and its Content (defined below) solely for your own personal, non-commercial and lawful use and in accordance with these Terms of Use and applicable laws. By way of example and not as a limitation, you are prohibited from:

1. 1. removing any copyright and other proprietary notices in the Site or Content;
   2. using any robot, spider or any other automatic device, process or means to access the Sites for any purpose, including monitoring or copying any of the content of the Site or other material on the Sites;
   3. except as expressly provided herein, copying, displaying, downloading, reproducing, retransmitting, selling or otherwise distributing in any manner any of the Site and/or Content, in whole or in part;
   4. modifying, decompiling, disassembling, reverse engineering or other exploiting of the Site and/or Content without the prior written authorization of Flex;
   5. enabling, facilitating or permitting the transmission of unsolicited messages such as spamming or phishing;
   6. using, enabling, facilitating, or permitting the use of the Site for an illegal purpose, criminal or civil offence, intellectual property infringement, harassment, or in a manner that would breach any law, regulation or the policies of any Internet host, or cause interference with Flex’s network operations;
   7. interfering with other users’ use or enjoyment of the Site;
   8. posting or transmitting any files, materials or content:
      
      1. which contain viruses, worms, Trojan horses or other harmful components;
      2. for a solicitation of funds, advertising, or a solicitation for goods or services; or
      3. which is libellous, defamatory, indecent, abusive, obscene or otherwise violates any law or infringes or violates any rights of any other person or entity;
   9. linking, caching or framing our Site without obtaining our prior written authorization; or
   10. engaging in any other conduct or activity that either conflicts with these Terms of Use or that Flex deems, in its sole, absolute and unrestricted discretion, to be in conflict with these Terms of Use.

We reserve the right to take any steps we deem necessary, including legal action, to restrain any unauthorized or prohibited activity.

1.3 Your Content.

1. You will be solely responsible for any material or information that you make available to Flex (including through the Site) (“Your Content“). You represent and warrant that Your Content does not infringe or violate any rights of any person or entity. You agree that you consent, and where applicable, you have obtained all necessary approvals, consents and authorizations from any third party, to submit Your Content to us, including personal information. You agree to be liable for any loss or damage resulting, directly or indirectly, from your making any of Your Content available through the Site.
2. Flex has no obligation to, and does not and cannot review, every item of Your Content that you and users other than yourself make available through the Site, and Flex is not responsible for any of Your Content. However, Flex reserves the right to monitor, delete and/or refuse to transmit, move, or edit any of Your Content, in whole or in part, without notice to you, that it deems in its sole discretion, unacceptable, undesirable or in violation of any law.
3. Subject to Flex’s Privacy Policy, where Your Content consists of any comments, ideas or suggestions (“Feedback“), it will be deemed to be non-confidential and non-proprietary without any compensation or attribution to you. Flex shall be free to use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever. You hereby grant to Flex a worldwide, royalty-free, perpetual, transferable, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute and sublicense any and all Feedback and/or to incorporate it in other works regardless of form, medium or technology.

1.4 For Canadian and United States Residents Only

This Site is intended for use by residents in Canada and in the United States only. Users in any jurisdiction of the world whose laws would: (i) void these Terms of Use in whole or in any essential part (i.e. provisions relating to governing law, the disclaimer and limitations); or (ii) render accessing the Site illegal, are not authorized to use the Site.

1.5 Our Services.

You may choose to register and subscribe to our SaaS services. In such a case, in addition to being bound by these Terms of Use, you will be required to agree to the terms and conditions of our SaaS Agreement – Terms of Services, and other policies and/or terms and conditions that may be presented by us and accepted by you in connection with our services.

2.1 Site and Content.

This Site and its content (including visual interfaces, graphics, design, computer coding, audio or video clips, “look and feel” and other elements available therein) (such content referred to as “Content“) are protected by copyright, trade-mark, and other applicable intellectual property and proprietary rights laws (including moral rights) and are owned by Flex, licensed to Flex or otherwise provided by a third party to Flex (collectively, “Flex Property“). Title to the Flex Property remain with Flex, its licensors and/or such other third parties (collectively, “Flex Licensors“). Except as expressly provided herein, nothing contained in these Terms of Use will be construed as conferring to you any actual or by implication, estoppel or otherwise any license or right whatsoever under any copyright, trademark or any other intellectual property rights of the Flex Licensors. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED.

2.2 Use of Name.

Without limiting the generality of Section 2.1, any trademarks, logos, service marks, trade names, corporate names, proprietary logos or insignia and other business identifiers on the Site (“Marks“) are owned by the Flex Licensors. You may not use any trademark displayed on the Site without the written permission of Flex or the relevant owner of the trademark.

3.1 Privacy Policy.

Your access and/or use of this Site is subject to your agreement with the terms and conditions of Flex’s Privacy Policy (as amended from time to time). By accessing and/or using the Site you understand and agree to the collection, use, disclosure and other handling by Flex and its suppliers of your personal information in accordance with our Privacy Policy.

3.2 Children Under the Age of 14.

Our Site is not intended for children under fourteen (14) years of age. No one under age fourteen (14) may provide any personal information to the Site. We do not knowingly collect personal information from children under fourteen (14). If you are under fourteen (14), do not make any purchases through the Site, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or username you may use. If we learn we have collected or received personal information from a child under fourteen (14) without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under fourteen (14), please email us at [email protected].

1 No Warranties.

THE SITE AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES OF ANY KIND. FLEX, ITS LICENSORS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SITE OR THE CONTENT CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF:

1. TITLE AND NON-INFRINGEMENT, MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE;
2. ACCURACY, TIMELINESS, RELIABILITY, TRUTHFULNESS OR COMPLETENESS OF THE SITE OR THE CONTENT (INCLUDING, BUT NOT LIMITED TO, ANY PRESS RELEASES OR FINANCIAL INFORMATION), ANY SERVICES PROVIDED THROUGH THE SITE, OR ANY LINKS TO OTHER SITES MADE AVAILABLE ON THE SITE OR THE CONTENT CONTAINED ON SUCH SITE(S); AND
3. CONTINUOUS OR ERROR-FREE USE AND OPERATION OF THE INTERNET OR THE SITE OR THAT THE SITE OR ACCESS TO AND USE OF THE SITE WILL BE FREE FROM DEFECTS, VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU EXPRESSLY AGREE THAT USE OF THE SITE AND ITS CONTENT IS AT YOUR SOLE RISK. These exclusions are in addition to any specific exclusions otherwise provided in these Terms of Use. To the extent that the jurisdiction to which you are subject does not allow exclusion of certain warranties, such exclusions that are not permitted do not apply.

4.2 Disclaimer; Links to third-party websites.

This Site may contain links to third-party websites. Any link from our Site does not imply any control over, approval, responsibility or endorsement of such third-party websites or their content or operators. Your use of such third-party websites is at your own risk entirely. It is your responsibility to review such third-parties terms of use including privacy policies and implementing safeguards to protect the security and integrity of your system(s). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND WITHOUT LIMITING THE GENERALITY OF SECTION 4.3, FLEX AND ITS LICENSORS EXCLUDE ALL RESPONSIBILITY OR LIABILITY FOR SUCH WEBSITES, CONTENT OR OPERATORS.

4.3 Liability Limitation.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL FLEX, ITS LICENSORS AND/OR EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY CLAIMS, LOSSES, COSTS, EXPENSES OR DAMAGES WHATSOEVER, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES AND ANY DAMAGES FOR LOSS OF PROFITS, GOODWILL OR OTHER INTANGIBLE LOSSES ARISING FROM OR IN WAY CONNECTED TO: (A) THE USE OR INABILITY TO USE THE SITE OR ITS CONTENT; (B) ANY UNAUTHORIZED ACCESS TO OR MODIFICATION TO ANY OF YOUR CONTENT; OR (C) ANY OTHER MATTER RELATING TO THE SITE OR ITS CONTENT, WHETHER OR NOT FLEX OR ITS LICENSORS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. To the extent some jurisdictions do not allow limitations on some categories of damages, these limitations may not apply to you, for example, if you are a consumer residing in the Province of Quebec.

4.4 Acknowledgement.

You expressly acknowledge that Flex has entered into these Terms of Use, and has made the Site and Content available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein, and that the same form an essential basis of the bargain between you and Flex. You expressly agree that the limitations and exclusions of liability and the disclaimers set forth herein will survive, and continue to apply in the case of, a fundamental breach or breaches, the failure of essential purpose of contract, the failure of any exclusive remedy or termination of these Terms of Use.

4.5 Liability Cap.

IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS OF USE, FLEX IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH THESE TERMS OF USE, YOUR USE OF THE SITE OR ANY CONTENT, FLEX’S LIABILITY SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE GREATER OF: (I) THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO FLEX FOR ANY SERVICES THAT IS THE SUBJECT OF THE CLAIM IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM; OR (II) FIFTY CANADIAN DOLLARS ($50CDN). Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you, for example, if you are a consumer residing in the Province of Quebec.

To the maximum extent permitted by applicable laws, you agree to defend, indemnify and hold harmless each of Flex, its licensors and their respective officers, directors, shareholders, employees, agents and representatives (collectively, “Indemnified Parties“) from and against any and all claims, demands, causes of action, proceedings, liabilities, costs and expenses (including all legal and other professional fees and costs) sustained, incurred or paid by any of the Indemnified Parties arising out of or in any way related to:

1. • your access to and/or use of the Site or Content, including any actions connected with your use of the Site such as Your Content; and
   • any violation or breach of these Terms of Use

including actions taken under your account. In the event of any of such claims, you agree to assist and cooperate as fully as reasonably required by the Indemnified Parties in the defence of any such claims. Flex reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. Flex will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you, for example if you are a consumer residing in the Province of Quebec.

We reserve the right to modify, suspend or terminate our Site immediately with or without notice (including any products, goods or services contained on or referenced on our Site) or to deny you access to the Site, without notice or liability, for any reason, including, without limitation, if you are in violation or breach of the Terms of Use. If you are dissatisfied with the Site or with the Terms of Use, your sole and exclusive remedy is to discontinue using the Site. In the event of termination: (a) you agree to destroy all materials obtained by you on the Site and all copies thereof; and (b) provisions of the Terms of Use which will normally survive termination will continue to be binding upon you with respect of your prior use of the Site (including for example, Sections 2, 4 and 5).

7.1 Entire Agreement.

Subject to any other applicable agreement you may have entered into with us, these Terms of Use (including the Privacy Policy) represent the entire agreement between you and Flex relating to the subject matter herein, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written between you and us with respect to the Site and its Content. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not change, supplement, or amend these Terms of Use without our prior written agreement.

7.2 Headings.

The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.

7.3 Independent Contractor.

Each Party is an independent contractor and you and Flex agree that no partnership, joint venture, or agency relationship exists between you and us.

7.4 Force Majeure.

Neither you nor Flex will be liable for any breach of these Terms of Use to the extent that such breach is caused by a Force Majeure. A “Force Majeure” means an event that is beyond the reasonable control of either you or Flex including an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export, import or other licence), excluding an event to the extent that it could have been avoided by the obligated party taking reasonable steps or reasonable care.

7.5 Severability and Waiver.

If any term or provision of the Terms of Use or the application thereof is held to be invalid or unenforceable by a court of competent jurisdiction, such term or provision will be severed from the Terms of Use and the remainder of the Terms of Use will be unaffected and each remaining term or provision of these Terms of Use will be valid and be enforced to the fullest extent permitted by law. Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a further or continuing waiver of such term or condition or any other Terms of Use.

7.6 Class Action Waiver.

WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND FLEX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both of you and Flex agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. Some jurisdictions do not allow limitations for class actions, so the foregoing limitation may not apply to you, for example if you are a consumer residing in the Province of Quebec. 

7.7 Assignment.

You may not assign, subcontract, sublicense or otherwise transfer (“Transfer“) all or any part of your rights or obligations hereunder without the prior written consent of Flex. You agree to remain liable for your obligations under these Terms of Use despite any approved Transfer. We may freely assign or delegate all rights and obligations under these Terms of Use.

7.8 Governing Law.

The Site is controlled, operated and administered by Flex and its suppliers from offices within Canada. Flex makes no representation or warranty that the Site is appropriate or available for use at any locations outside Canada and the United States. If you access the Site from outside Canada and the United States, you are responsible for compliance with all applicable laws. Your use of the Sites and these Terms of Use will be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without giving effect to any principles of conflict of laws. All disputes, controversies or claims must be submitted to and be subject to the jurisdiction of the courts of Montreal, Province of Quebec. EACH PARTY HEREBY IRREVOCABLY WAIVES ITS RIGHTS TO TRIAL BY JURY IN ANY CLAIM, ACTION OR OTHER PROCEEDINGS ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS RELATING TO ITS SUBJECT MATTER. To the maximum extent permitted by applicable laws, any cause of action you may have with respect to this Agreement must be commenced within one year after the claim or cause of action arose, or it will be barred. Some jurisdictions do not allow limitations of statutory limitation period, so the foregoing limitation may not apply to you, for example if you are a consumer residing in the Province of Quebec. Each party hereby agree to waive and opt-out of any application of the uniform computer information transactions act (UCITA), or any version thereof, adopted by any state of the United States in any form. The parties further agree that the United Nations convention on the international sale of goods do not apply to the Terms of Use. 

7.9 Remedies.

You acknowledge that any violation of the terms of these Terms of Use would result in damages to Flex, which could not be adequately compensated by monetary award alone. In the event of any violation by you of the terms of these Terms of Use, including, without limitation, of Flex’s proprietary rights and ownership, and in addition to all other remedies available hereunder, at law and in equity, Flex shall be entitled as a matter of right to apply to a court of competent equitable jurisdiction for relief, waiver, restraining order, injunction, decree or other remedy as may be appropriate to ensure your compliance with the terms of these Terms of Use, without proving actual damage or posting a bond or other security.

7.10 Language.

Il est convenu par le présent acte que vous et Flex demandez à ce que ces Conditions d’utilisation et tout avis, consentement, autorisation, communication et approbation soient rédigés en anglais. In the event of a conflict between the English and French versions of these Terms of Use, the English version shall prevail.

If you have questions concerning these Terms of Use or if you desire to contact Flex for any reason, please email us at: [email protected].