Welcome to Broad Flow. This Terms of Service Agreement (“Agreement”) describes your rights and responsibilities related to your use of Broad Flow’s website, smartphone application, and its provision of its products and services. By creating your Broad Flow account, and clicking “continue,” in either order, or by otherwise indicating that you agree, you are agreeing to these terms, so please take a moment to read this legally binding Agreement, along with the Privacy Policy. If you use Broad Flow’s website or smartphone application but are not an enrolled individual client or business client (each, a “visitor”), by using our website or smartphone application, you agree to be bound by the terms of this Agreement, and acknowledge that you have read the Privacy Policy.
We use “Broad Flow ” here to refer to the Broad Flow’s website, and the iOS and Android smartphone application, and their intended use to provide a services including but not limited to surveillance, security, inventory tracking, physical asset protection (also referred to as our “Products and Services”). We also use “Broad Flow,” “we”, “us” and “our” to refer to the company) operating our Products and Services, specifically, Broadflow Corporation, a Florida corporation, with its principal address located at 3725 Pembroke Road, Suite A9, Hollywood, FL 33021.
BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT.
If you are of consenting age, have complied with all payment and security specification requests, have created an account with us, or are a company or corporation (collectively, “clients”), lawfully formed and doing business in your respective state or governing jurisdiction.
Each client is limited to one account per person. Each person may be permitted to add more then one user to the account, so long as the user has the express permission of the authorized account holder and does not conflict with the terms of this Agreement. You may not share your account password with anyone else (even a family member sharing your home) or allow someone else to use your personal account. Specialized accounts are allowed to authorize more than one representative of their business or organization to utilize their account password for solely for use in their official capacity.
You may not use our Products and Services if: (1) You are under 18 years old, (or do not meet applicable age requirements to use social media products and services where you live); (2) We previously disabled your account for violations of our terms or policies as articulated in this Agreement, Privacy Policy, or other policies instituted from time to time; (3) You are no longer a company or corporation as defined by law in your state or governing jurisdiction; or, (4) You are prohibited from receiving our Products and Services under applicable law either in your jurisdiction or ours. If you are under the age of eighteen (18), you represent that a parent or legal guardian also agrees to this Agreement on your behalf and that you are fully able and competent to enter into this Agreement.
If you are of consenting age, have complied with all payment and security specification requests, have created an account with us, or are a company or corporation (collectively, “clients”), lawfully formed and doing business in your respective state or governing jurisdiction.
Your assigned account administrator provides primary assistance with enforcing these eligibility requirements, and possesses ultimate discretion regarding your account. Additionally, Broad Flow relies on you, to meet and update us regarding these eligibility requirements. Lastly, it is also our responsibility to enforce this Agreement, our Privacy Policy, and any other of our policies or terms and conditions, as they are amended from time to time. If you believe that a fellow user does not meet these eligibility requirements, you may report your concerns to us at _________________@abc.com. Your designated administrator, and Broad Flow reserve the right to refuse registration and to revoke account eligibility to and from you, or your organization, or your business, and to suspend, delete or deactivate your account or limit your privileges at any time, without liability to us.
Broad Flow offers accounts, such as personal accounts to individual members, subscription accounts to business members, and to nonprofits, news media, governmental entities, and other organizations (collectively, the “members”). Please note, not all Broad Flow account types, and features are available in all locations, and are subject to specific terms, conditions, and limitations depending on the nature of the account and the account member.
To access or use Broad Flow’s Products and Services or to modify your account, you may be required to establish an account and obtain a login name, account number, password, and/or passphrase. You authorize us to process any and all account transactions initiated through the use of your password and/or passphrase. You are solely responsible for maintaining the confidentiality of your password and passphrase. You must immediately notify us of any unauthorized use of your password or passphrase and you are responsible for any unauthorized activities, charges and/or liabilities made through your password or passphrase. In no event will we be liable for the unauthorized use or misuse of your login name, account number, password, or passphrase, or for the unauthorized access to your account(s) as a result of same. You agree that we may log off, terminate, or cancel any account that is inactive for an extended period of time at our sole discretion.
As consideration for the Products and Services you purchase, subscribe to, or otherwise utilize, you agree to pay Broad Flow all applicable prices and fees as designated in the related checkout process, with such prices and fees subject to periodic change as provided in this Agreement. All prices and fees are due immediately or upon processing and are non-refundable, except as otherwise expressly provided in this Agreement, as required by applicable law, or as such fees are billed by Broad Flow under an invoice or order confirmation for Products and Services issued to you that expressly permits payment within thirty (30) days after Broad Flow has sent you such invoice or order confirmation ("Net-30 Customers"). Broad Flow may require you to successfully complete a credit application prior to you qualifying to become a Net-30 Customer, and will provide a credit application in conformity with Florida and federal law.
If you require Additional Services, then additional prices and fees will apply pursuant to then current rates, which are also subject to change in accordance with this Agreement. All quoted prices and fees exclude all applicable sales tax, use tax, value added tax (“VAT”), and other taxes and government charges, whether federal, state or foreign. By engaging Broad Flow, you acknowledge you are responsible for payment of all such taxes, fees, duties and charges on your payment for the purchase of Services arising from any and all fees under this Agreement. All payments of prices and fees for Broad Flow Services shall be made in U.S. dollars. Although Broad Flow may display pricing in various currencies, transaction processing is supported only in U.S. dollars and the pricing displayed during the checkout process will be an estimated conversion price at the time of purchase. If the currency of your bank or credit card account is not in U.S. dollars, you may be charged exchange rate conversion fees by your bank or credit card company, and Broad Flow strongly advises you obtain this information from either your financial institution or credit card company.
In addition, due to time differences between: (1) The time you complete the checkout process; (2) The time the transaction is processed; and, (3) The time the transaction posts to your bank or credit card, the conversion rates may fluctuate and Broad Flow makes no representations or warranties that: (1) The amount submitted to your bank or credit card for payment will be the same amount that is posted to your bank or credit card statement; or, (2) the estimated conversion price will be the same as either the amount processed or the amount posted to your bank or credit card statement, and you agree to waive any and all claims against Broad Flow based upon such discrepancies (including any and all claims for a refund based on the foregoing). You acknowledge and agree that you may be charged VAT based on the country indicated in the account holder’s address information associated with your account.
Unless otherwise stipulated in the related checkout process, payment for the Products and Services are to be made via a charge to your credit card, charge card, or bank account provided to us (the “Account”). You are solely and absolutely responsible for any Account information that you provide to Broad Flow and must promptly inform Broad Flow of any changes or updates to the method of payment. By submitting an order for our Products and Services, you authorize Broad Flow to charge your Account or to otherwise immediately bill you for the Products and Services. You acknowledge and agree that unless otherwise expressly stipulated in the order process or otherwise changed afterwards in accordance with the applicable process, all annual, monthly or other recurring fees related to the Products and Services or otherwise referenced in this Agreement are to be recurring transactions that will be billed on an ongoing basis until the Products and Services are terminated in accordance with this Agreement.
If you have provided billing information and authorized Broad Flow for automatic billing, then Broad Flow will bill you automatically in accordance with the applicable billing frequency agreed upon by the Parties, and in conformity with applicable billing cycle. If you elect to pay for the Products and Services in installments, provided such a payment schedule is expressly permitted and accepted by Broad Flow, all installments must be received on or before the applicable due date. If you qualify, we may, at our sole and absolute discretion, extend or amend payment terms. Remember, you are obligated to pay for the full amount of the term’s fees under the Agreement, even if such payment of the full amount is scheduled in installments, unless agreed to otherwise in writing by Broad Flow and at its sole discretion.
Pricing for Products and Services, renewals, and upgrades and add-ons may vary based upon the date of your purchase and nature of upgrade and add-on. Additional payment terms may apply to the Products and Services you purchase, as set forth in the applicable supplemental service and product schedules to this Agreement, on our website, or as otherwise outlined in the applicable checkout process.
Unless otherwise specified herein, on our website or in the applicable order process, the term for each Broad Flow Service is for one-month and will automatically renew on a recurring basis until the Agreement is properly terminated in accordance with the terms of this Agreement. Broad Flow Products and Services provides for a monthly billing cycle, and will be billed approximately every four (4) weeks from the inception of the provision of the products or rendering of service, unless you opt for an annual subscription, in which case your subscription will renew on the anniversary of the effective date of the Agreement. For purposes of this Agreement the effective date shall be the date in which you have processed payment in accordance with terms of this Agreement and any additional supplemental agreements. Any renewal of your Products and Services with us is subject to our then current Terms of Service Agreement, including, but not limited to, successful completion of any applicable authentication procedure, and payment of all applicable service prices and fees at the time of renewal. Cancellation of your Products and Services can be performed written notice by email to Cancellation@broadflow.com with subject header “Cancellation Request.”
Broad Flow will provide you with an opportunity to opt-in to our automatic renewal process in accordance with the instructions on our website or in the applicable checkout process. You agree that if you are enrolled in or otherwise utilizing our auto-renewal service, we will attempt to renew your Products and Service within thirty (30) days prior to expiration, with a courtesy notice to you thirty (30) days in advance of termination of this Agreement. Such automatic renewal for your Products and Services, if successful, may be for a shorter term than the term for which you originally purchased your Products and Services, but in no event shall such term be longer than the agreed-upon term currently in place for the Products and Services. You further agree that, should you change from auto-renewal process to manual renewal process, that you must contact Broad Flow customer service by telephone in order to effectuate such a change.
In any event, you are solely and absolutely responsible for the accuracy and secure transmission of credit card or payment information you provide to Broad Flow and must promptly inform Broad Flow of any changes thereto (e.g., change of expiration date or account number). You acknowledge and agree that Broad Flow may extend the expiration date on your credit card on file with us in order to protect against unwanted expiration of the Products and Services and to allow for the automatic renewal thereof. In addition, you are solely and absolutely responsible for ensuring the Products and Services are renewed and if you elect not to renew, to notify Broad Flow pursuant to this Agreement.
BROAD FLOW SHALL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY IN CONNECTION WITH THE PRODUCTS AND SERVICES OR RENEWAL OF PRODUCTS AND SERVICES AS DESCRIBED HEREIN, INCLUDING, BUT NOT LIMITED TO, ANY FAILURE OR ERRORS IN RENEWING THE PRODUCTS AND SERVICES WHETHER DUE TO YOU, US OR A THIRD PARTY. IN ORDER TO PROCESS A RENEWAL, WE MAY USE THIRD-PARTY VENDORS FOR THE PURPOSE OF UPDATING THE EXPIRATION DATE AND ACCOUNT NUMBER OF YOUR CREDIT CARD OR OTHER PAYMENT METHOD ON FILE. SUCH THIRD-PARTY VENDORS MAINTAIN RELATIONSHIPS WITH VARIOUS CREDIT CARD ISSUERS AND MAY BE ABLE TO PROVIDE US WITH THE UPDATED EXPIRATION DATE AND ACCOUNT NUMBER FOR YOUR CREDIT CARD BY COMPARING THE INFORMATION WE HAVE ON FILE WITH THE INFORMATION THE THIRD-PARTY VENDOR HAS ON FILE. YOU ACKNOWLEDGE AND AGREE THAT WE MAY SHARE YOUR CREDIT CARD AND PERSONALLY IDENTIFIABLE INFORMATION, OR OTHER PAYMENT METHOD INFORMATION WITH SUCH THIRD-PARTY VENDORS FOR THE PURPOSE OF OBTAINING ANY UPDATE TO YOUR CREDIT CARD EXPIRATION DATE, ACCOUNT NUMBER OR PAYMENT ACCOUNT.
Without limiting any of Broad Flow's rights hereunder, should you become delinquent in your payment obligations to us, Broad Flow may, in its sole and absolute discretion, with or without notice, suspend or cancel your Products and Services; provided, however, related charges shall continue to accrue, and remain your responsibility to pay Broad Flow. You acknowledge and agree that Broad Flow is not responsible whatsoever for any effect the suspension of Products and Services might have on you, your business, or interests. If Broad Flow provides any discount to you and you default on payments or obligations as outlined herein, Broad Flow may rescind all discounts and require full payment for the Products and Services. All sums due and payable that remain unpaid after any applicable cure period herein will accrue interest as a late charge of 1.5% (one and one-half percent) per month or the maximum amount allowed by Florida law, whichever is more. Broad Flow further reserves the right to refer any amounts owed hereunder to a third party for collection in the event of default. In the event your account is sent to collection, you agree to pay all costs of collection, including costs, reasonable attorneys fees and court costs. A $50.00 (Fifty U.S. Dollars and Zero Cents) collection fee shall be charged for all dishonored checks. Moreover, an additional fee may also be assessed for the following reasons: (1) Late payment; (2) Payment with insufficient funds; (3) Denied or invalid credit card number; or, (4) The re-starting or reinstating of Products and Services terminated for nonpayment. Broad Flow will re-start, re-deliver or reinstate any such Products and Services in our sole and absolute discretion and upon receipt of payment in full of the applicable membership fee, subscription fee, renewal fee or other fees attributed to your default.
If you pay for the Products and Services by credit card, debit card or charge card, you permanently and irrevocably waive any and all right to enact a ‘chargeback' (that is, a disputed, reversed or contested charge with the applicable bank, credit card, charge card or other payment method) against these payments for any reason whatsoever against Broad Flow. If for any reason Broad Flow is unable to charge your Account or other payment method for the full amount owed for the Services provided, or if Broad Flow receives notification of a chargeback, reversal, payment dispute or is charged a penalty fee, you agree that we may pursue all available legal remedies in order to obtain payment, including, but not limited to, immediate cancellation, without notice to you, of any Products and Services. We also reserve the right to charge you reasonable “administrative fees” or “processing fees” for: (1) Additional tasks we may perform outside the normal scope of the Products and Services; (2) Additional time and/or costs we may incur in providing the Products and Services; and/or (3) your noncompliance with this Agreement (as determined by us in our sole and absolute discretion).
Typical administrative or processing fee scenarios include, but are not limited to: (i) Broad Flow service issues that require additional personal time or attention; (ii) recouping any and all costs and fees, including the cost of Products and Services, incurred by Broad Flow as the results of chargebacks or other payment disputes brought by you, your bank or other payment method processor. These administrative fees or processing fees will be billed to your account or other payment method you have on file with Broad Flow.
If you are not an account holder, we don’t charge you to use to use Broad Flow’s website or its smartphone application; instead, the account holder pays subscription fees and the account holder may receive, but not be limited to: (1) Emergency messages; (2) Software Updates; (3) Service Announcements; (4) Preset alerts; (5) Messages from your Broad Flow account administrator; and, (6) Private messages from other authorized users on the account. Further, you acknowledge, and that you have read the Privacy Policy, which explains how we handle clients’ and visitors’ personal information.
The Products and Services, including any personalized products and services, cannot be provided and the Agreement cannot be performed without us processing data about you. The provision of personalized content and requests is essential to the delivery of our Products and Services and a core part of our agreement with you. In particular, in order to provide a platform for our Products and Services on a continuous and consistent basis under this Agreement, it is necessary for us to collect, watch store information, and sometimes may be based on your use of Broad Flow, including with information regarding your needs and your on-site and off-site actions.
By enrolling as an account holder, you agree to be wholly responsible for, and to disseminate information related to your account, answer official messages from Broad Flow administrators, and be responsive so Broad Flow can work efficiently and meets your expectations as set forth in this Agreement. By registering as an account holder, you agree to receive notifications from Broad Flow. You may also opt in to various topics for which you will then receive notifications. You can change your preferences about receiving messages from Broad Flow here.
As a member, you retain all ownership rights to the text, photos, and video messages, responses and other content you submit to, or is collected by Broad Flow or a Broad Flow administrator. Further, you give us permission, in the form of a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license, to use, copy, and publish non-protected content, general statistics, or testimonials based on your Broad Flow settings and the selections you make when setting up, or managing your account and as otherwise described in our Privacy Policy. For purposes of this Agreement, the term “Content” is defined as necessary information, data, text, music, sound, images, photographs, graphics, video, messages, tags, custom images (including, but not limited to, design, pamphlets, brochures, logos and other images) related to Broad Flow, you, or your respective business. This means, for example, if information such as video or photographs are captured by Broad Flow, you give us permission to store, copy, and share it with others (consistent with your settings), if consent is given, and so long as you are aware of what information we publish and its limitations. If you violate this Agreement or our other policies, or infringe upon our intellectual property, or otherwise engage in behavior that we think harms Broad Flow or harms our customers and/or strategic partners, we reserve the right to terminate this Agreement at any time, with or without notice. For the avoidance of doubt, this permission is not intended to constitute consent under EU data protection law.
Generally, you shall be responsible for the following (whereby you agree that your failure to perform these responsibilities shall be deemed a material breach of this Agreement): (1) Providing current and updated member information (including your required first and last name, property address, personal information, and/or company information, required billing address, required e-mail address, required postal address, required phone and fax numbers, etc.) for Broad Flow’s use in contacting you regarding the Products and Services and checking those points of contact throughout the term of this Agreement for notices and/or updates from Broad Flow; (2) Ensuring Broad Flow can provide, unimpeded, its Products and Services, including but not limited to Broad Flow’s websites, smartphone applications and business advertising platforms or otherwise for use in conjunction with the Products and Services, which Broad Flow expressly agrees to supply; (3) Acquiring any authorizations necessary to use the intellectual property (including, but not limited to, copyrights and trademarks) and/or lawfully licensed information of third parties; (4) Promptly responding to Broad Flow for all changes, modifications and enhancements related to the Products and Services and otherwise remaining engaged in related processes; (5) Granting to Broad Flow and its subcontractors the necessary rights and licenses with respect to the dissemination of accurate information in order to carry out obligations under this Agreement; (6) Engaging in honest and ethical business practices to ensure security and client objectives are met, specifically in connection with the Products and Services provided by Broad Flow; (7) Maintaining a current and complete backup of your footage and/or file at all times; (8) Obtaining Internet connectivity to access and operate your respective website, and to send and receive e-mail and to otherwise access and utilize the Internet; and, (9) Contacting Broad Flow with notice of your decision to cancel or discontinue the use of its Products and Services.
IF NO SUCH NOTIFICATION TO THE CONTRARY IS GIVEN TO BROAD FLOW BY YOU, BROAD FLOW WILL ASSUME YOU ARE SATISFIED WITH AND ACCEPT ALL PRODUCTS AND SERVICES, AND BROAD FLOW WILL BILL ANY RELATED FEES DIRECTLY TO YOUR, CREDIT CARD, AUTOMATED CLEARING HOUSE (ACH), ACCOUNT, OR OTHER PAYMENT METHOD PROVIDED OR OTHERWISE IDENTIFIED BY YOU.
Depending on the Products and Services you elect to receive, you may also be responsible for establishing and maintaining a commercial relationship with a financial institution or money transmitter such as a credit card processor, bank, or PayPal. The terms of any such relationship are between you and that entity and such terms may be more restrictive or place limits on your use of the Products and Services; you should therefore contact those entities for more information regarding such terms where applicable.
You hereby represent and warrant as follows: (1) You can form legally binding contracts under applicable law; (2) You are at least eighteen (18) years old and are responsible for supervising the activities of any underage user; (3) To your knowledge, there is no action, proceeding or investigation pending or threatened which questions, directly or indirectly, the validity or enforceability of this Agreement, or affecting your business operations; (4) Entering into this Agreement or otherwise purchasing the Products and Services will not conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default or result in a termination of, any agreement or instrument to which you are a Party; (5) You have taken all actions required by applicable law and have obtained all consents which are necessary to authorize or enable it to enter into this Agreement and/or purchase the Products and Services; (6) To the extent that you are a business entity, duly organized under the state of your incorporation/organization, the individual ordering the Products and Services or otherwise entering into this Agreement on your behalf has been duly authorized and is empowered to bind the business entity to this Agreement; (7) You shall ensure the accuracy of the materials provided to us, including, but not limited to, content, descriptive claims, warranties, guarantees, nature of business, and contact information; (8) You will not publish content or other materials, or use the Products and Services in any manner that either directly or indirectly infringes any rights of a third party; and, (9) Your use of the Products and Services will in all respects conform to all applicable laws and regulations.
If you have a dispute with Broad Flow administrator, we hope that we will be able to work it out amicably. However, if you cannot, please understand that Broad Flow is not responsible for the actions of third parties; each client is responsible for its own actions and behavior. Accordingly, to the maximum extent permitted by applicable law, you release Broad Flow (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.”
If you use our urgent alert text messaging service, note that the alerts are not intended to replace any primary phone service, such as a traditional landline or smartphone phone that may be used to contact emergency services and first responders. Broad Flow does not charge for sending text messages, but your carrier may charge you. Alerts sent via SMS may not be delivered if your phone is not in range of a transmission site, or if sufficient network capacity is not available at a particular time; furthermore, within a coverage area, factors beyond the control of the user’s wireless carrier may interfere with message delivery, including equipment, terrain, proximity to buildings, foliage, and weather. You acknowledge that urgent alerts may not be timely received and that your wireless carrier does not guarantee that alerts will be delivered. By using our urgent alert text messaging service, you agree to adhere to the urgent alert rules described here.
You shall not: (1) Rent, lease, sublicense or lend your account to another person or legal entity without the express written consent of Broad Flow; (2) Attempt to transfer the rights to your account; (3) Re-sell, distribute or sub-license your account, or the right to use the intellectual property of Broadflow to anyone for any purpose, except as specifically provided for in this Agreement; or, (4) Use your account as part of any use involving sensitive or illegal subject matter, as determined by Broad Flow in its sole and absolute discretion, including, but not limited to, the following sensitive subjects: all sexual issues, sexually transmitted diseases, substance abuse, alcohol, tobacco, cancer, mental ailments, alternative lifestyle issues and physical or mental abuse, without advance written consent from Broad Flow. Sensitive subject usage pertains to informational, commercial, and editorial uses.
Upon successful purchase of Broad Flow Products and Services, Broad Flow will grant you a Single Use (SU) through this Agreement. The SU grants you a non-exclusive and non-transferrable right to use the Software subject to the following conditions: (1) Your license to use any software provided by Broad Flow are subject to your payment of all amounts and fulfillment of all its obligations as provided in this Agreement and any other applicable agreement as stipulated by Broad Flow; (2) You acknowledge that in the event of expiration or termination of this Agreement for any reason, all Software licenses granted under this Agreement will immediately become null and void and you must destroy all; (3) You acknowledge that the Software and its structure, organization, files and source code constitute valuable trade secrets of Broad Flow.
Accordingly, except as expressly allowed under this Agreement, you will not, either directly or through a third party: (1) Copy, modify, adapt, alter, translate or create derivative works from the Software, or Background Technology; (2) Distribute, sublicense, lease, rent, loan or otherwise transfer the Software to any third party; or (3) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software. For purposes of this Agreement, “Background Technology” means computer programming and formatting code or operating instructions developed by or for Broad Flow. Background Technology includes, but is not limited to, any files necessary to compile data, your information, third party information, and deliver advertising messages through a web-based, cloud-based, digital or otherwise, as well as underlying technology or components, in furtherance of providing a secure logistical and computerized support system. Where such Background Technology is provided to you hereunder, you may not, either directly or through a third party, perform the following: (1) Copy, modify, adapt, alter, translate or create derivative works from the Background Technology; (2) Distribute, sublicense, lease, rent, loan or otherwise transfer the Background Technology to any third party; or, (3) Reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Background Technology. In the event of expiration or termination of this Agreement for any reason, any Background Technology licenses granted under this Agreement will automatically and immediately cease and you must destroy all copies of the Background Technology or related documentation in your possession.
Certain additional features that Broad Flow may make available to you may require access to and/or installation of additional software (including third-party software) that is subject to supplemental or independent terms and conditions (“Additional Software”). Similarly, Broad Flow may make available “Additional Services” (including third- party services) that are subject to supplemental or independent service agreements or other related terms and conditions. You agree that you will not use such Additional Software or Additional Services unless you have agreed to the applicable service agreements and/or other related terms and conditions, including, but not limited to, your payment of additional fees as required.
Except as otherwise set forth herein, all right, title and interest in and to: (1) All registered and unregistered trademarks, service marks and logos; (2) All patents, patent applications and patentable ideas, inventions and/or improvements; (3) All trade secrets, proprietary information and know-how; (4) All divisions, continuations, reissues, renewals and extensions thereof now existing or hereafter filed, issued or acquired; (5) All registered and unregistered copyrights including, but not limited to, any forms, images, audiovisual displays, text and software; and, (6) All other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in or practiced in connection with any of Broad Flow’s Products and Services identified herein (collectively, "Broad Flow Intellectual Property Rights") are owned by Broad Flow, its licensors and licenses. You agree to make no claim of interest in or ownership of any such Broad Flow Intellectual Property Rights. You acknowledge and agree that no title to the Broad Flow Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, with respect to Broad Flow’s Products and Services or Broad Flow Intellectual Property Rights, or its licensors' or its licensees’ service, other than the rights expressly granted in this Agreement. To the extent that you create any derivative work (defined as “any work that is based upon one or more preexisting versions of a work provided to you, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation or any other form in which such preexisting works may be recast, transformed or adapted.”), any such derivative work is owned by Broad Flow and all right, title and interest in and to each such derivative work automatically vests in Broad Flow. Broad Flow has no obligation to grant you any right in any such derivative work, except as otherwise expressly provided in one or more of the supplemental service and product agreements. Any software provided by Broad Flow under this Agreement (“Software”), including but not limited to, its proprietary smartphone application and surveillance/logistical platform (hereinafter, “Software”), and all of the associated modules (also referred to as “Add-Ons"), plugins and code customizations, and all worldwide intellectual property rights therein are the exclusive property of Broad Flow. Broad Flow reserves all rights in and to the Software not expressly granted to you in this Agreement.
If you have any questions regarding Broad Flow Intellectual Property Rights, you can reach our notification agent at Broad Flow Corp. c/o Legal Department, 3725 Pembroke Road, Suite A9, Hollywood, FL 33021 and _______@broadflow.com Type in the subject line: Legal Inquiry. If you are in the U.S., your notice must satisfy the requirements enumerated in 17 U.S.C. §512(c)(3).
Parental control protections (such as computer hardware, software, or filtering products and services) may assist you in limiting access to material that is harmful to or inappropriate for minors. You can find more information about parental controls by reviewing your operating system preferences, settings, and help documentation for your computer or smartphone device.
Unless otherwise expressly stated herein or depending on the Products and Services you elect to receive, you will be solely responsible for the operation of your Broad Flow account, including the retention of gathered information, and handling of such information. Although you agree that Broad Flow has no obligation to backup information or data related to your Broad Flow account, for a specified period of time, you should independently take appropriate steps to maintain such data in accordance with your needs and requirements.
When acting as a conduit, Broad Flow will give you discretion over your account and how you use it provided it is compatible with any Products and Services offered by Broad Flow and its proprietary Software, and the purpose is acceptable under the terms of this Agreement. You retain all rights, title, and interest in and to all intellectual property rights embodied in the Content, exclusive of any content provided by Broad Flow.
You acknowledge that, when providing you with the ability to maintain secure and logistical control over property, of all types, our Software, Broad Flow is acting only as passive conduits for the retention, transmission distribution of captured and catalogued information.. Broad Flow has no obligation to you or any third party, and undertakes no responsibility to review your acts may incur liability to Broad Flow and/or third parties.
Except as otherwise stated in this Agreement, you are to be considered the owner of all information stored, so long as you are a client in good standing.
Some of the information and Products and Services available through Broad Flow are licensed from third parties and covered by these third-party terms and disclosures.
If you download and install the Broad Flow smartphone app, we give you a limited, revocable, non-transferable license to use it only to access and use Broad Flow on your own behalf through your iOS or Android product; additional terms may apply from the site you download it from (Apple App Store, AWS or Google Play store) or the manufacturers of your device or software.
If you have a dispute with Broad Flow, you agree to contact us and try to resolve the dispute informally before pursuing other avenues, specifically arbitration.
This Agreement constitutes the entire agreement between you and us with respect to our Products and Services, and supersedes any other agreements or understandings (oral or written). We can amend this Agreement and any additional terms by notifying you of the changes (for example, by emailing you, or by posting an amendment notice in Broad Flow’s news feed). If you keep using Broad Flow after the amendment is effective, you accept and are bound by the new terms; if you disagree with the new terms, you should stop using Broad Flow and delete your account.
BROAD FLOW’S SOFTWARE AND PRODUCTS AND SERVICES ARE PROVIDED “AS IS.” YOU AGKNOWLEDGE AND AGREE THAT YOUR USE OF THE PRODUCTS AND SERVICES IS SOLELY AT YOUR OWN RISK, AND THAT EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BROAD FLOW EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. FURTHERMORE, BROAD FLOW DOES NOT WARRANT THAT THE PRODUCTS AND SERVICES AND/OR ANY INFORMATION OBTAINED THEREBY WILL BE COMPLETE, ACCURATE, UNINTERRUPTED, SECURE OR ERROR FREE. BROAD FLOW FURTHER MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, NOR DOES BROAD FLOW MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS AND SERVICES.
We may add, change, or discontinue product and service features; if you are dissatisfied, your only remedy is to stop using Broad Flow or the affected feature. Some jurisdictions do not allow warranty exclusions, so they may not apply to you.
You acknowledge and agree that Broad Flow will not be liable under any circumstances to you or any other party, person or entity for any damages or losses that may result from the following:
(1) TERMINATION, SUSPENSION, LOSS OR MODIFICATION OF YOUR PRODUCTS AND SERVICES; (2) USE OF OR INABILITY TO USE THE PRODUCTS AND SERVICES; (3) INTERRUPTION OF BUSINESS; (4) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO OUR WEBSITE OR SMARTPHONE APPLICATION OR PRODUCTS AND SERVICES; (5) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (6) EVENTS BEYOND BROAD FLOW AND ITS SUBCONTRACTORS’ CONTROL; (7) APPLICATION OF ANY APPLICABLE LAW, REGULATION OR BROAD FLOW’S POLICIES; (8) DISBURSEMENT OR NON-DISBURSEMENT OF FUNDS BY PAYMENT PROCESSORS; (9) TRANSACTIONS CONDUCTED BY YOU; (10) LOSS INCURRED IN CONNECTION WITH YOUR PRODUCTS AND SERVICES; (11) LOSS OR LIABILITY RESULTING FROM ERRORS, OMISSIONS OR MISSTATEMENTS IN ANY AND ALL INFORMATION OR SERVICES PROVIDED UNDER THIS AGREEMENT (THIS INCLUDES LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES, MIS-DELIVERIES OR SERVICE INTERRUPTIONS CAUSED BY BROAD FLOW’S OWN NEGLIGENCE OR YOUR ERRORS OR OMISSIONS, OR DUE TO INADVERTENT RELEASE OR DISCLOSURE OF INFORMATION SENT BY SERVICE INTERRUPTIONS CAUSED BY BROAD FLOW’S OWN NEGLIGENCE OR YOUR ERRORS OR OMISSIONS, OR DUE TO INADVERTENT RELEASE OR DISCLOSURE OF INFORMATION SENT BY YOU.); (12) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT NUMBER, PASSWORD OR SECURITY AUTHENTICATION OPTION; (13) UNAUTHORIZED ACCESS OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (14) STATEMENTS OR CONDUCT OF ANY THIRD PARTY USING YOUR PRODUCTS AND SERVICES; (15) LOSS OR LIABILITY RELATING TO THE DELETION OF OR FAILURE TO STORE PUBLIC OR PRIVATE MESSAGES; (16) VIOLATION OF ANY THIRD PARTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, RIGHTS OF PUBLICITY, RIGHTS OF PRIVACY, TERMS OF USE, INTELLECTUAL PROPERTY RIGHTS AND ANY OTHER PROPRIETARY RIGHTS; (17) LOSS OR LIABILITY THAT YOU MAY INCUR IN CONNECTION WITH BROAD FLOW’S PROCESSING OF YOUR APPLICATION FOR BROAD FLOW’S PRODUCTS AND SERVICES, THE PROCESSING OF ANY AUTHORIZED MODIFICATION TO YOUR ACCOUNT NAME, OR YOUR AGENT’S FAILURE TO PAY ANY FEES, INCLUDING THE INITIAL MEMBERSHIP ENROLLMENT FEE, SUBSCRIPTION FEE, OR RE-REGISTRATION FEE; AND, (18) ANY OTHER MATTER RELATING TO YOUR USE OF THE PRODUCTS AND SERVICES NOT ATTRIBUTABLE TO THE NEGLIGENCE, GROSSLY NEGLICENT OR INTENTIONAL ACTS OF BROAD FLOW. BROAD FLOW WILL NOT ENDORSE, WARRANT, OR GUARANTEE ANY PRODUCT OR SERVICE OFFERED THROUGH ITS WEBSITE OR THIRD PARTY PARTNERS’ WEBSITE. ADDITIONALLY, THE BROAD FLOW WEBSITE AND SMARTPHONE APPLICATION PLATFORM MAY CONTAIN LINKS TO OTHER INTERNET WEBSITES OR RESOURCES (INCLUDING PARTNER WEBSITES OR THIRD-PARTY ADVERTISING ON BROAD FLOW’S WEBSITE AND SMARTPHONE APPLICATION PLATFORM). YOU ACKNOWLEDGE AND AGREE THAT NEITHER BROAD FLOW NOR ANY THIRD PARTY ARE RESPONSIBLE OR LIABLE IN ANY WAY FOR: (I) THE AVAILABILITY OR ACCURACY OF LINKED WEBSITES OR RESOURCES OR (II) THE CONTENT, ADVERTISING OR PRODUCTS AND SERVICES ON OR AVAILABLE FROM SUCH LINKED COMMUNITIES. THE INCLUSION OF ANY LINK ON OUR WEBSITE, OR SMARTPHONE APPLICATION PLATFORM DOES NOT IMPLY THAT BROAD FLOW OR A THIRD PARTY ENDORSES ANY OF THE LINKED BUSINESSES AND SERVICE PROVIDERS, AND YOU AGREE TO USE THE WEBSITE AND SMARTPHONE APPLICATION PLATFORM AT YOUR OWN RISK.
Broad Flow’s aggregate liability shall not exceed the total amount paid by you for the Products and Services, but in no event shall it be greater than One Hundred U.S. Dollars and Zero Cents ($100.00) (“Liquidated Damages”), in the aggregate, and you acknowledge and agree that this will be your exclusive remedy under this Agreement and otherwise, if Broad Flow is deemed liable in relation to your use of the Products and Services. You agree that Broad Flow’s entire liability, in law, equity or otherwise, with respect to any Products and Services provided under this Agreement and/or for any breach of this Agreement, is solely limited to the amount you paid for such Services during the term of this Agreement, except as otherwise limited herein. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states Broad Flow’s liability is limited to the maximum extent permitted by law. The liquidated damages amount is not a penalty and is not to be construed as such.
You acknowledge and agree that any claim or cause of action arising out of or related to this Agreement or any of Broad Flow’s Products and Services must be filed within one (1) year after such claim or cause of action initially arose or such claim or cause of action is permanently barred.
You acknowledge and agree that the limitations contained in this Section are an essential element of this Agreement and absent such limitations, Broad Flow would not enter into this Agreement or provide Products and Services hereunder. Each Party acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation except those specifically set forth herein.
You agree to release, indemnify, defend and hold harmless Broad Flow, Its officers, directors, employees, agents, subsidiaries, partners, contractors, shareholders, attorneys, assigns and affiliates from and against any loss, liabilities, damages, costs, or expenses, including reasonable attorneys’ fees, resulting from any third-party claim, action or demand arising under or relating to: (1) This Agreement or the breach of Member warranties, representations and obligations under this Agreement or any other Broad Flow term, rule, policy or agreement; (2) Your failure to perform in accordance with this Agreement; (3) Your use of the Products and Services; or, Your violation of any third-party rights.
You agree that this indemnification obligation survives this Agreement’s termination or expiration. You agree to give prompt, written notice to Broad Flow upon the receipt of notice of any claim by a third party against you which might give rise to a claim against Broad Flow, stating the nature and basis of such claim and, if ascertainable, the amount thereof.
When Broad Flow is threatened with a lawsuit or is sued by a third party, Broad Flow may seek written assurances from you concerning your promise to indemnify Broad Flow. Additionally it may seek an Opinion Letter from your attorney. Such assurances may, without limitation, be in the form of a deposit of money by you to Broad Flow or its representatives to cover Broad Flow’s fees and expenses, including, but not limited to, reasonable attorneys’ fees, in any such lawsuit or threat of suit. Your failure to provide such assurances shall be considered by Broad Flow to be a material breach of this Agreement. Broad Flow shall have the right to participate in any defense by you of a third-party claim related to your use of any of Broad Flow’s Products and Services, with counsel of Broad Flow’s choice. Broad Flow shall reasonably cooperate in the defense at your request and expense. You shall have the sole and absolute responsibility to defend Broad Flow against any claim, but you must receive Broad Flow’s prior written consent regarding any related settlement.
This Agreement does not create any agency, partnership, joint venture, joint controllership, employment, or franchise relationship. To the extent allowed by applicable law, this Agreement is binding and other translations are for convenience only. We shall be excused for any problem due to a circumstance beyond our reasonable control. You represent and warrant that you are not located in a country that is (i) subject to a U.S., Irish, or EU Government embargo or has been designated by the U.S. Government as a “terrorist supporting” country or (ii) listed on any U.S., Irish, or EU Government list of prohibited or restricted parties.
The section headings contained in this Agreement are inserted for convenience only and do not affect in any way the meaning or interpretation of this Agreement. Also, in all references herein to any parties, persons, entities or corporations, the use of any particular gender or the plural or singular number is intended to include the appropriate gender and number as the text of this Agreement may require.
In the event of any conflict between this Agreement and the terms and conditions governing your use of any Products and Services provided by Broad Flow’s third-party service providers or any registry administrator, the terms and conditions of this Agreement govern as it relates to any rights, obligations and remedies as between you and Broad Flow.
You may not assign or transfer, either directly or through a third party, this Agreement or any of its interests, rights or obligations hereunder (in any product or service), without the prior written consent of Broad Flow. Any attempted assignment in violation of the foregoing provision will be null and void and of no force or effect whatsoever. Broad Flow may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without notice or your consent. You may not assign its rights under this Agreement, without written consent from Broad Flow. This Agreement is binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
This Agreement is governed by Florida law, as if it were entered into Hollywood, Florida, without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement section of this Agreement. However, the governing law provision regarding the interpretation of this Agreement is not intended to create any other substantive right to non-Floridians to assert claims under Florida law whether that be by statute, common law, or otherwise. This section is only intended to specify the use of Florida law to interpret this Agreement. The application of the United Nations Convention of Contracts for the International Sale of Goods (“CISG”) is expressly excluded, unless Broad Flow provides its consent to the contrary in writing to you.
You and Broad Flow agree to the arbitration and dispute resolution terms in this section (the “Arbitration Agreement”). For the purposes of this Arbitration Agreement, references to “Broad Flow,” “you,” “we” and “us” include our respective subsidiaries, affiliates, agents, employees, employers, partners, shareholders, predecessors in interest, successors, assigns, and heirs. We encourage you to read these important terms, which include an arbitration requirement (except for small claims) and require claims to be brought individually, and include instructions for how to opt out if you do not agree.
You agree that any dispute or claim relating in any way to your access or use of the Broad Flow’s website, smartphone apps, products and service, or to any aspect of your relationship with Broad Flow, will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.
The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Broad Flow, Corp., 3725 Pembroke Road, Suite A9, Hollywood, FL 33021, Attn: Legal Department. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person or at another mutually agreed location. The dispute will be arbitrated by a three member Arbitration Panel, affiliated with the American Arbitrators association, in Broward County in the State of Florida. You will choose one arbitrator, Broad Flow will choose an arbitrator, and the two arbitrators selected shall choose the third arbitrator. The simple majority decision of three-arbitrator panel shall be binding upon the Parties. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
The arbitrators shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement and (ii) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Broad Flow. The arbitrators shall have the authority to grant motions dispositive of all or part of any claim. The arbitrators shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrators shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrators have the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrators is final and binding upon you and us.
No waiver of any provision of this Agreement is effective unless it is in writing and signed by an authorized representative of Broad Flow. Broad Flow’s remedies under this Agreement are cumulative and not alternative, and the election of one remedy for a breach does not preclude Broad Flow’s pursuit of other remedies. The failure of Broad Flow to require your performance of any Agreement provision does not affect the full right to require such performance at any time in the future. The waiver by Broad Flow of any rights arising out of any breach of any Agreement provision shall not be taken or held to be a waiver of the provision itself. Any failure by Broad Flow to enforce any of its rights under this Agreement or any applicable laws does not constitute a waiver of such right under this Agreement or any Policies Service Agreements, agreed to between You and Broad Flow.
Neither Party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than: (1) By an authorized representative; and, (2) In an explicit written waiver. No waiver of any rights arising out of a breach of this Agreement will constitute a waiver of rights relating to any prior or subsequent breach of this Agreement.
YOU AND BROAD FLOW HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE MEMBER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER MEMBER OR VISITOR. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the federal or state court located in Broward County, Florida. All other claims shall be arbitrated.
You have the right to opt out of the provisions of this Agreement that mandate arbitration by sending written notice of your decision to opt out to: legal@Broad Flowapp.com, within 30 days after first becoming subject to a version of this Agreement containing an arbitration provision. Your notice must include your name and address, your Broad Flow username (if any), the email address you used to set up your Broad Flow account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of arbitration, all other parts of this Agreement will continue to apply to you. Opting out of arbitration has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
This Arbitration Agreement will survive the termination of your relationship with Broad Flow.
Notwithstanding any provision in this Agreement to the contrary, we agree that if Broad Flow makes any future material change to this Agreement, or Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Broad Flow at the following address: info@broadflow.com.
All mail Notices from Broad Flow to you are deemed effective when: (i) sent by certified mail, return receipt requested or by Federal Express or other recognized overnight delivery service to your last known mailing address; (ii) sent via e-mail to your last known member contact e-mail address; (iii) sent via fax to your last known fax number; or posted on http://www.broadflow.com/legal and/or any of the applicable pages linked thereto, as updated from time to time.
When you provide contact information to Broad Flow, you agree that Broad Flow may use this information to contact you in any format or manner Broad Flow chooses. We will provide you with an opportunity to opt out via email or telephone optout@broadflow.com