Terms of Use

Last Modified Sept 10, 2020

Acceptance of the Terms of Use

These terms of use are entered into by and between You and the dtx company, a Delaware corporation, and its related companies and sites, including “Flowcode”, “Flowpage” and “DTC Friday” (collectively, “dtx,” “Company,” “we,” or “us”). The following terms and conditions together with any documents they expressly incorporate by reference, such as our Privacy Policy, (collectively, “Terms of Use”), govern your access to and use of thedtxcompany.com, flowcode.com, myflowpage.com, flow.page and our related websites (collectively “Sites”), including any content, functionality, and services offered on or through our Sites, whether as a guest or as a user of our functionality.

Please read the Terms of Use carefully before you start to use any of our Sites. By using any of our Sites, or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use, as well as the terms of our Privacy Policy, found at this link, which is incorporated into these Terms of Use by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use any of our Sites.

The Sites are offered and available to users who are 13 years of age or older. By using any of our Sites, you represent and warrant that you are of legal age to form a binding contract with the Company, and are at least 13 years of age.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of any of our Sites thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on any of our Sites. Your continued use of any of our Sites following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing any of our Sites and Account Security

We reserve the right to withdraw or amend our Sites, and any service or material we provide on any of our Sites, in our sole discretion without notice. We will not be liable if for any reason all or any part of any of our Sites or services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of any of our Sites, or entire Sites, to users, including, if applicable registered users or those who may have signed up to use services available through our Sites.

You are responsible for both:

  1. Making all arrangements necessary for you to have access to any of our Sites
  2. Ensuring that all persons who access any of our Sites through your internet connection are aware of these Terms of Use and comply with them.
To access any of our Sites and the services we offer, you may be asked to provide certain registration details or other information. It is a condition of your use of any of our Sites that all the information you provide on any of our Sites is correct, current, and complete. You agree that all information you provide to use our services is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Electronic Communications

You consent to receiving electronic communications from us and represent that the recipient of every electronic communication sent in connection with your use of any of our Sites has agreed to receive such communications, and that you will not use any of our Sites or services to send unlawful or unsolicited electronic communications.

Intellectual Property Rights

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

Except as we may expressly authorize you, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Sites or services, except as follows:

  1. You may reproduce your QR codes that are generated at Flowcode, subject to payment of the applicable subscription fees described below under “Subscriptions”.
  2. Your computer may temporarily store copies of materials from our Sites in RAM incidental to your accessing and viewing materials that are accessible on our Sites.
  3. You may store files that are automatically cached by your browser for display enhancement purposes.
  4. You may print or download one copy of a reasonable number of pages of any of our Sites for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
  5. If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
You must not:
  1. Modify copies of any materials from any of our Sites.
  2. Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from any of our Sites.
Except for your use of QR codes you produce through our services, which you are free to use for any lawful purpose subject to payment of the applicable subscription fees described below under “Subscriptions”, you must not access or use for any commercial purposes any part of any of our Sites or any services or materials available through any of our Sites.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of any of our Sites in breach of the Terms of Use, your right to use any of our Sites will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to any of our Sites or any content on any of our Sites is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of any of our Sites not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Subscriptions

We may, from time to time, offer certain subscription services on or through one or more of our Sites, including, without limitation, Flowcode Free and Flowcode Pro. We reserve the right to suspend, withdraw or terminate any subscription service at any time in our sole discretion, whether paid or free, provided that we will issue a pro-rata refund of any prepaid fees for services purchased but not rendered as of the date of such withdrawal or termination.

Flowcode Free
If you sign up for Flowcode Free, your first twenty Flowcodes will be free. In order to generate any additional Flowcodes, you will need to sign up for Flowcode Pro (see below for further information).

Flowcode Pro
If you sign up for Flowcode Pro, you will pay a subscription fee of US$9.95 per month that will be automatically billed to your provided payment method each month. Subject to payment of the foregoing fee, your Flowcode Pro subscription will enable you to generate unlimited Flowcodes. Your Flowcode Pro subscripton also includes one custom-designed Flowcode. You understand and agree that we may feature your custom-designed Flowcode on any of our Sites or other promotional materials for marketing purposes. The Flowcode Pro subscription auto-renews on a monthly basis, but you may cancel this subscription at any time by clicking “Cancel Plan” under the “Flowcode Plan Subscription” section of the Billing page in your account and cancelling your subscription to the Flowcode Pro plan. If you cancel your monthly subscription before the end of the then-current monthly billing period, you will be issued a pro-rata refund for the remainder of that month. Also, if you cancel your Flowcode Pro subscription at any time, only your twenty most scanned codes will remain active, and all remaining codes will be archived and re-directed to flowcode.com. Analytics will not be available for archived codes.

If you purchase or sign up for any of the subscription services we make available through our Sites, you agree that:

  1. Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).
  2. Your payment method will be automatically charged at the start of each billing period for the fees and taxes applicable to that period. To avoid future charges, cancel before the renewal date.
  3. All of your purchases of subscriptions are subject to the Company’s refund policy, described below under “Refunds”.
  4. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase, which taxes you agree to pay in full.

Refund Policy

Paid subscriptions offered through our Sites, including Flowcode Pro, are non-refundable except as expressly described herein.

Trademarks

The Company name, the terms DTX, FLOWCODE, FLOWPAGE, DTC FRIDAY, POWERED BY FLOWCODE and all logos and artwork associated with the foregoing terms, and all other product and service names, designs, and slogans appearing on our Sites, are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Sites are the trademarks of their respective owners.

Prohibited Uses

You may use any of our Sites only for lawful purposes and in accordance with these Terms of Use. You agree not to use any of our Sites or the services provided through our Sites:

  1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  3. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of any of our Sites, or which, as determined by us, may harm the Company or users of any of our Sites, or expose them to liability.
Additionally, you agree not to:
  1. Use any of our Sites in any manner that could disable, overburden, damage, or impair any of our Sites or interfere with any other party’s use of any of our Sites, including their ability to engage in real time activities through any of our Sites.
  2. Use any robot, spider, or other automatic device, process, or means to access any of our Sites for any purpose, including monitoring or copying any of the material on any of our Sites.
  3. Use any device, software, or routine that interferes with the proper working of any of our Sites or services.
  4. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  5. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of any of our Sites, the server on which any of our Sites is stored, or any server, computer, or database connected to any of our Sites.
  6. Attack any of our Sites or services via a denial-of-service attack or a distributed denial-of-service attack.
  7. Otherwise attempt to interfere with the proper working of any of our Sites or services.

Monitoring and Enforcement; Termination

We have the right to:

  1. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of any of our Sites or services.
  2. Terminate or suspend your access to all or part of any of our Sites or services for any or no reason, including without limitation, any violation of these Terms of Use.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through any of our Sites. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, LICENSORS AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Reliance on Information Posted

The information and materials presented on or through any of our Sites is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to any of our Sites, or by anyone who may be informed of any of its contents.

Changes to any of our Sites

We may update the content of our Sites from time to time, but its content is not necessarily complete or up-to-date. Any of the material on any of our Sites may be out of date at any given time, and we are under no obligation to update such material.

Information about You and Your Visits to any of our Sites

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

Online Purchases and Other Terms and Conditions

Our Sites may offer, or provide links to other Sites that might offer, the ability to purchase goods or services from us or from others. All purchases through any of our Sites, or other transactions for the sale of goods or services made through any of our Sites, or resulting from visits made by you, are or may be governed by additional terms of sale which will be made available to you at the time of purchase. Additional terms and conditions may also apply to specific portions, services, or features of any of our Sites. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

Linking to any of our Sites

You may link to the homepage of any our Sites, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, partnership, approval, or endorsement on our part without our express prior consent.

Links from any of our Sites

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

Geographic Restrictions

The owner of our Sites is based in the State of New York, in the United States. We provide these Sites for use only by persons located in the United States. We make no claims that any of our Sites or any of their respective content is accessible or appropriate outside of the United States. Access to any of our Sites may not be legal by certain persons or in certain countries. If you access any of our Sites from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or any of our Sites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Sites for any reconstruction of any lost data. TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF ANY OF OUR SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES OR ANY WEBSITES LINKED TO OUR SITES, OR DUE TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON ANY OF OUR SITES, OR ON ANY WEBSITE LINKED TO ANY OF OUR SITES.

YOUR USE OF ANY OF OUR SITES, THEIR RESPECTIVE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES OR THIRD PARTY WEBSITES LINKED THROUGH OUR SITES IS AT YOUR OWN RISK. OUR SITES, CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF ANY OF OUR SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT ANY OF OUR SITES, CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY OF OUR SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH ANY OF OUR SITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, ANY OF OUR SITES, ANY WEBSITES LINKED TO ANY OF OUR SITES, ANY CONTENT OR SERVICES PROVIDED THROUGH OR ON ANY OF OUR SITES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

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

Governing Law and Jurisdiction

All matters relating to any of our Sites and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or any of our Sites shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the City of New York and County of New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy, and any terms of sale or additional terms and conditions provided by us that may apply to your relationship to us constitute the sole and entire agreement between you and dtx regarding any of our Sites and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding any of our Sites.

Your Comments and Concerns

Our Sites are operated by the dtx company, 45 Grand St., New York, NY 10013.