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Terms of Service

Version 1

Effective Date of Enrollment: May 12, 2026

IMPORTANT — READ CAREFULLY:

ExchangeFlo, LLC (“ExchangeFlo,” “Company,” “Us,” or “We”) provides certain services through exchangeflo.io (the “Site”) and the ExchangeFlo platform (the “Platform”). Together, the Site and the Platform and any other services that We may offer are collectively referenced as the “Services.” These Terms of Service (the “Terms” or the “Agreement”) are a binding agreement between you (“Company” or “You”) and ExchangeFlo governing your use of and access to the Services, as of the date of your electronic acceptance (the “Effective Date”), and remain effective until terminated in accordance with Section 6 below. Each party is individually referred to in this Agreement as a “Party” and collectively as the “Parties.”

This Agreement applies whether You access the Platform as a Buyer (purchasing Calls, Clicks, and/or Leads from ExchangeFlo’s network) or as a Publisher (generating Calls, Clicks, and/or Leads for ExchangeFlo’s Buyers). Sections that apply only to Buyers or only to Publishers are clearly marked. The remaining sections apply to both roles.

BY PROVIDING YOUR EMAIL ADDRESS, CLICKING “ACCEPT” (OR A SIMILAR BUTTON), OR BY ACCESSING OR OTHERWISE USING THE SERVICES, YOU EXPRESSLY AGREE TO BE BOUND BY, AND TO ENSURE THAT YOUR EMPLOYEES, AGENTS, AND CONTRACTORS STRICTLY ADHERE TO, THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS, DO NOT ACCESS OR USE THE SERVICES.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER.

1. Definitions

  • “Applicable Laws” means all applicable laws, rules, or regulations (federal, state, or local), including but not limited to the CAN-SPAM Act of 2003 (15 U.S.C. §§ 7701 et seq.), 16 C.F.R. Part 316.1 et seq., the Telephone Consumer Protection Act (47 U.S.C. § 227 et seq.) (“TCPA”), the Telemarketing Sales Rule (16 C.F.R. Part 310), all Do Not Call (“DNC”) rules, state direct marketing laws and regulations, California Bus. & Prof. Code §§ 17200 and 17500, the California Consumer Privacy Act of 2018 (Cal. Civ. Code § 1798.100 et seq.) (“CCPA”), the CCPA Regulations (11 Cal. Code Regs. Tit. 11 § 7000 et seq.), and any similar state or federal unfair competition or fraud statutes.

  • “Auto-Recharge” means the prepay funding mode in which Buyer authorizes ExchangeFlo to automatically charge Buyer’s payment method on file when the Account balance falls to or below the Recharge Threshold, as further described in Section 7.

  • “Billable Event” means a Platform-generated event that results in a chargeable outcome under the fee structure selected by Buyer at the time of campaign configuration, including without limitation a Lead, Click, or Call.

  • “Buyer” means a Company accessing the Platform to purchase Calls, Clicks, and/or Leads, sometimes referred to in industry parlance as an Advertiser.

  • “Buyer Content” means a Buyer’s exit listings, advertisements, creatives, text, content, trade names, trademarks, service marks, logos, and/or any other branding provided to ExchangeFlo hereunder.

  • “Call(s)” means an action generated by a Publisher’s marketing activities causing a consumer to place an inbound call to a Buyer. Specific criteria required for Calls shall be set forth in an Insertion Order.

  • “Click(s)” means an action generated by a Publisher’s marketing activities causing a consumer to click on an exit listing or other form of online advertisement, or to direct the consumer to a site owned and operated by a Buyer. Specific criteria required for Clicks shall be set forth in an Insertion Order.

  • “Confidential Information” means any information, technical data, or know-how, including campaign performance information, business plans, marketing plans, contract terms, budgets, product plans, products, services, customers, vendors, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, and marketing or finances of the disclosing Party, whether communicated in writing, orally, or through electronic means. Confidential Information includes the identities and contact information of ExchangeFlo’s Buyers and Publishers. Confidential Information does not include (a) information already in the receiving Party’s possession; (b) information that is in the public domain; (c) information that the receiving Party develops independently and without use of the disclosing Party’s Confidential Information; or (d) information that the receiving Party becomes aware of through a third party that is not related to the disclosing Party.

  • “Insertion Order” or “IO” means a separate document (which may take the form of a written agreement, signed PDF, or written email exchange) specifying the applicable terms of an advertising campaign, including specific criteria for Calls, Clicks, and/or Leads, custom payment terms (such as invoice billing), special pricing, exclusivity arrangements, and any other terms mutually agreed to in writing by the Parties.

  • “Landing Page(s)” means third-party websites or webpages utilized by ExchangeFlo or its Publishers to generate Calls, Clicks, and/or Leads.

  • “Lead(s)” means an action generated by a Publisher’s marketing activities causing a consumer to complete and provide information to a Buyer. Specific information required for each Lead shall be set forth in an Insertion Order.

  • “Manual Top-Up” means the prepay funding mode in which Buyer manually funds the Account balance through the Platform.

  • “Platform” means ExchangeFlo’s proprietary platform, including its Tracking System, made available through the Site, through which Buyers may submit Buyer Content and manage advertising campaigns, and Publishers may view campaign performance metrics.

  • “Publisher” means a Company accessing the Platform to generate Calls, Clicks, and/or Leads for ExchangeFlo’s Buyers.

  • “Recharge Amount” means the dollar amount charged to Buyer’s payment method per auto-recharge event, as configured by Buyer in the Platform.

  • “Recharge Threshold” means the Account balance level at or below which an automatic recharge is triggered, as configured by Buyer in the Platform.

  • “Tracking System” means ExchangeFlo’s tracking system for Calls, Clicks, and Leads.

2. Sign-up and Eligibility

To use or access the Services, You must complete the sign-up process by providing complete and accurate information. You must be at least 18 years of age. By accepting this Agreement, You represent and warrant that: (i) You are at least 18 years of age; and (ii) if You are an entity, organization, or company, the individual accepting this Agreement has the authority to bind that entity. You are responsible for maintaining the security of Your account credentials and for all activity under Your account.

3. Services

Subject to Your material compliance with this Agreement and payment of all applicable Fees, ExchangeFlo will provide You with access to the Platform.

  • For Buyers: You may access the Platform to submit Buyer Content, configure and manage advertising campaigns, fund Your Account, and receive Calls, Clicks, and/or Leads from ExchangeFlo’s network of Publishers. Unless otherwise set forth on an Insertion Order, Calls, Clicks, and Leads are provided to Buyers on a non-exclusive basis. ExchangeFlo may use, sell, transfer, assign, or otherwise monetize Calls, Clicks, and Leads.

  • For Publishers: You may access the Platform to receive Buyer Content for the purpose of generating Calls, Clicks, and/or Leads, and to view campaign performance metrics and reporting.

ExchangeFlo will use commercially reasonable efforts to protect Your data from breach, loss, or other unauthorized disclosure, but You are responsible for maintaining archival and backup copies of Your data. ExchangeFlo disclaims liability for any loss of Your data. ExchangeFlo reserves the right to update, modify, or discontinue the Platform at any time.

4. Insertion Orders

The specific terms of each advertising campaign — including criteria for Calls, Clicks, and/or Leads, custom payment terms, fraud dispute windows, and any special arrangements — may be set forth on an Insertion Order. In the event of any conflict between an Insertion Order and this Agreement, the terms of the Insertion Order shall prevail with respect to the campaign(s) it governs. The definitions in Section 1 apply to all Insertion Orders.

5. Acceptable Use

You will not, and will not permit any third party to:

  • License, sublicense, rent, sell, resell, transfer, assign, or otherwise make the Services available to any third party other than authorized users under Your account;
  • Duplicate, adapt, modify, translate, disassemble, decompile, reverse engineer, or create derivative works of the Platform;
  • Use the Services for any unlawful or illegal purpose, or to transmit, promote, store, or send any infringing, illegal, abusive, obscene, vulgar, pornographic, threatening, harassing, defamatory, libelous, harmful, or otherwise unlawful or tortious material;
  • Interfere with or disrupt the integrity or performance of the Services, including by submitting viruses, worms, Trojan horses, malware, spyware, or other harmful code;
  • Probe, scan, or test the vulnerability of the Services or breach security or authentication measures without proper authorization;
  • Impersonate any person or entity, or misrepresent the identity, source, or origin of any communication;
  • Forge any TCP/IP packet header or any part of the header information in any e-mail or posting using the Services;
  • Engage in any infringement of Intellectual Property Rights;
  • Utilize botnets, grabbing, phishing, torrent clients/trackers, DDoS attacks, open proxy/VPN/DNS resolving services, or network/proxy scanners;
  • Send bulk emails or unsolicited email in violation of any applicable spam law; or
  • Take any action to limit or interfere with ExchangeFlo’s ownership of or rights with respect to the Site, the Platform, the Services, or any related Intellectual Property.

ExchangeFlo reserves the right to terminate Your account and use of the Services immediately, with or without notice and without liability, if ExchangeFlo believes You have violated this Agreement, furnished false or misleading information, or interfered with use of the Services by others.

6. Term and Termination

This Agreement commences on the Effective Date and continues until terminated. Either Party may terminate this Agreement or any Insertion Order at any time by providing written notice of intent to terminate at least three (3) business days prior to the termination. ExchangeFlo may suspend and/or terminate Your access immediately, without notice, in the event of any threatened or actual breach of this Agreement, or as required by law.

Upon termination: (a) You must cease all use of the Services; (b) ExchangeFlo will provide reports containing Your data for thirty (30) days following termination upon written request; (c) Buyer remains liable for payment of all Fees accrued through the termination date and time, and ExchangeFlo will pay Publisher for all eligible Calls, Clicks, and/or Leads generated through the termination date and time; (d) any unused prepay Account balance is subject to refund per Section 7.7.

7. Fees, Billing, Payments, and Payouts

7.1 Pricing

Fees for Platform use are visible to Buyer in the Platform at the time of campaign configuration and are based on the fee structure made available by ExchangeFlo (which may include per-Lead, per-Click, per-Call, per-minute usage, telephony, or other Billable-Event fees, or combinations thereof). By configuring and launching a campaign, Buyer agrees to pay all Fees associated with that campaign at the rates then in effect. Special pricing may be set forth on an Insertion Order. ExchangeFlo may update its standard fee structures upon notice as provided in Section 21; fee changes applicable to new campaigns take effect upon the date specified in such notice.

7.2 Buyer Billing Modes

ExchangeFlo offers two billing modes for Buyers. The default mode for new Buyer accounts is Prepay. Invoice Billing is available only by written agreement (which may be effected via Insertion Order, signed addendum, or written email confirmation from an authorized ExchangeFlo representative).

7.2.1 Prepay Billing (Default)

Buyer funds an Account balance in advance through the Platform. Fees for Billable Events, telephony fees, and other Platform usage are drawn down against that balance as they accrue in real time. Buyer is responsible for maintaining a sufficient Account balance to sustain active campaigns. ExchangeFlo has no obligation to advance credit or continue serving campaigns when the Account balance is insufficient.

Prepay billing is available in two sub-modes, which Buyer selects in the Platform:

  • Manual Top-Up: Buyer manually funds the Account balance as needed. Campaigns pause automatically when the balance is insufficient.
  • Auto-Recharge: Buyer authorizes ExchangeFlo to automatically charge the payment method on file when the balance falls to or below the Recharge Threshold. Auto-Recharge is governed by Section 7.4.

Buyer may switch between Manual Top-Up and Auto-Recharge, or modify Auto-Recharge settings, at any time through the Platform. Changes take effect for the next recharge trigger event.

7.2.2 Invoice Billing (Negotiated)

Where an authorized ExchangeFlo representative has agreed in writing to invoice billing (whether through an Insertion Order or otherwise), ExchangeFlo will issue invoices to Buyer for Billable Events, telephony fees, and other Platform usage. Unless otherwise specified in the applicable written agreement, invoices are due net fifteen (15) days from the invoice date. Late payments accrue interest at the rate of 1.5% per month or the maximum allowable rate under applicable law, whichever is greater. A deposit, where applicable, will be specified in the Insertion Order. Buyer’s continued use of the Services constitutes acceptance of all invoices not disputed in accordance with Section 7.8.

7.3 Payment Method and Authorization

Buyer must provide a valid credit card or other payment method accepted by ExchangeFlo. By providing payment information, Buyer authorizes ExchangeFlo (and its third-party payment processor) to charge that payment method for: (a) any manual top-up initiated by Buyer; (b) any auto-recharge triggered pursuant to Section 7.4; and (c) any invoice issued under Section 7.2.2 that remains unpaid past its due date, provided ExchangeFlo has given Buyer at least five (5) business days’ written notice of the impending charge.

All payment processing is handled by ExchangeFlo’s third-party payment processor. ExchangeFlo does not store full credit card numbers. Buyer is responsible for maintaining an accurate and current payment method in the Platform. If a charge is declined, ExchangeFlo will notify Buyer via email and may suspend campaign activity pending resolution.

7.4 Auto-Recharge Authorization

By enabling Auto-Recharge in the Platform, Buyer grants ExchangeFlo standing authorization to charge the payment method on file for the Recharge Amount each time the Account balance falls to or below the Recharge Threshold, without additional per-transaction approval from Buyer.

Buyer acknowledges and agrees that:

  • auto-recharge charges may occur at any time, including outside of business hours, whenever the Recharge Threshold is met;
  • multiple recharge events may occur within a single billing day if high campaign volume depletes the Account balance more than once;
  • ExchangeFlo will send an email notification each time an auto-recharge is successfully processed;
  • if an auto-recharge charge fails, auto-recharge may be automatically suspended until Buyer resolves the payment issue and re-enables auto-recharge in the Platform; and
  • Buyer is responsible for monitoring campaign spend.

Buyer sets the Recharge Threshold and Recharge Amount in the Platform, subject to minimum and maximum values displayed at the time of enrollment. Buyer may update these parameters at any time; changes take effect for the next recharge trigger event. ExchangeFlo reserves the right to adjust minimum and maximum values from time to time with notice.

7.5 Failed Payments

If a charge — whether from manual top-up, auto-recharge, or unpaid invoice — is declined or otherwise fails: (a) ExchangeFlo will notify Buyer at the email address on file; and (b) active campaigns will remain paused until the Account balance is sufficient or the unpaid amount is resolved. ExchangeFlo does not impose penalties or automatically terminate Buyer’s account for failed payments; campaigns will simply remain paused until Buyer resolves the issue.

7.6 Tracking and Validity

Calls, Clicks, and Leads will be tracked and recorded via the Tracking System. Buyer agrees not to modify, disable, or re-direct links provided through the Platform, or to otherwise impede or impair ExchangeFlo’s ability to track Calls, Clicks, and Leads. Once a Call, Click, or Lead is recorded by the Tracking System and accepted in real-time by Buyer, Buyer is deemed to be in receipt and Fees are owed in accordance with this Agreement.

Fraud disputes must be raised within seven (7) days of the date the Call, Click, or Lead was generated, in writing (email is sufficient), and must include adequate proof of fraudulent activity (at minimum: the reason for invalidity, information sufficient to identify the Lead, date/time stamp, identification number, and the consumer’s IP address). Fraudulent activity does not include duplicate Calls, Clicks, or Leads, or consumer entry of incorrect information. Buyer agrees not to scrub Calls, Clicks, or Leads for any reason other than fraud as detailed herein, unless agreed in a signed Insertion Order.

The Parties agree in good faith to discuss any disputes; final determination of fraud claims will be at ExchangeFlo’s reasonable discretion based on Tracking System records.

7.7 Refunds and Balance on Termination

Buyer may request a refund of any unused prepay Account balance at any time, for any reason or no reason, by contacting ExchangeFlo at billing@exchangeflo.io. There are no conditions, restrictions, or qualifying events required to receive a refund of an unused prepay Account balance. Refunds will be processed to the payment method originally used to fund the balance, and may take five (5) to ten (10) business days to appear depending on the payment processor and issuing bank.

For the avoidance of doubt, Fees for Billable Events that have already accrued and been drawn against the Account balance, and any amounts due under outstanding invoices, are non-refundable. Only the unused portion of the prepay Account balance is eligible for refund.

7.8 Disputed Charges

Buyer may dispute any charge or invoice in good faith by providing written notice to billing@exchangeflo.io within ten (10) days of the applicable charge or invoice date, specifying the charge(s) at issue, the relevant event or session IDs, and the basis for the dispute. ExchangeFlo will review disputed charges against Platform records within ten (10) business days of receiving a complete dispute notice. Undisputed amounts remain due and payable during the pendency of any dispute. If a dispute is resolved in Buyer’s favor, ExchangeFlo will apply a credit to Buyer’s Account balance. Credits are drawn before the cash balance on future Platform usage.

This Section 7.8 governs charge and invoice-level disputes (e.g., billing errors). Section 7.6 separately governs fraud disputes for individual Calls, Clicks, and Leads.

7.9 Taxes

Buyer is responsible for all applicable taxes, levies, or duties imposed by taxing authorities on amounts payable under this Agreement, excluding taxes on ExchangeFlo’s net income.

7.10 Chargebacks and Payment Reversals

Buyer agrees that the good-faith dispute process set forth in Sections 7.6 and 7.8 is the appropriate and exclusive means of contesting any charge assessed by ExchangeFlo. Buyer shall not initiate any chargeback, payment reversal, or similar dispute with its payment provider or issuing bank in connection with any charge by ExchangeFlo without first notifying ExchangeFlo and completing the applicable process.

If Buyer initiates a chargeback in violation of this Section, or if a chargeback is issued in connection with a charge corresponding to Services already delivered:

  • Buyer remains liable for the full amount of the disputed charge, plus any chargeback fees imposed on ExchangeFlo by its payment processor or issuing bank;
  • ExchangeFlo may apply any remaining Account balance (including credit balance) to offset amounts owed;
  • ExchangeFlo may suspend or terminate Buyer’s Account immediately pending resolution; and
  • If Buyer’s Account balance is insufficient, Buyer must pay the outstanding amount within ten (10) business days of written demand. ExchangeFlo may refer any unpaid balance to collection, with Buyer responsible for reasonable collection costs and attorneys’ fees.

7.11 Publisher Payouts

ExchangeFlo will pay Publisher for eligible Calls, Clicks, and/or Leads in accordance with the rates set forth on the applicable Insertion Order or otherwise mutually agreed to in writing (email is sufficient). Unless otherwise specified on an Insertion Order, Publisher will be paid on a monthly net-thirty (30) basis for eligible Calls, Clicks, and/or Leads that meet the requirements of this Agreement and the applicable Buyer’s criteria. Calls, Clicks, and Leads must be recorded via the Tracking System; Publisher agrees not to impede or impair ExchangeFlo’s or any Buyer’s ability to track them.

ExchangeFlo may withhold payment for, or recover already-paid amounts associated with, any Calls, Clicks, or Leads that ExchangeFlo reasonably determines were generated through fraudulent, deceptive, or non-compliant practices, or that fail to meet Buyer criteria.

8. Buyer Representations and Warranties

If You are using the Services as a Buyer, You represent and warrant that:

  • You have full power and authority to enter into this Agreement;
  • You will not use or attempt to use the Platform for any purpose that violates this Agreement, any law or regulation, or any industry standards or guidance applicable to Your performance hereunder;
  • All Buyer Content, and Your collection, storage, and use of any Calls, Clicks, and/or Leads — including any telephone calls or text messages to Leads — will comply with this Agreement and all Applicable Laws, including the TCPA, all DNC rules, and all state telemarketing laws;
  • You will not use any Calls, Clicks, or Leads to disseminate material that is illegal, obscene, pornographic, indecent, threatening, abusive, libelous, defamatory, discriminatory, or that promotes harm or violates any privacy or intellectual property right;
  • You will indemnify ExchangeFlo for any claim that Your Buyer Content, advertised products or services, or Your use of any Calls, Clicks, or Leads violates any law, regulation, or third-party right.

9. Publisher Representations and Warranties

If You are using the Services as a Publisher, You represent and warrant that:

  • Authority. You have full power and authority to enter into this Agreement.
  • Compliance. All Your activities will comply with Applicable Laws and any campaign restrictions in Insertion Orders.
  • No Fraud. You will not use fraudulent, misleading, or deceptive practices, including bot traffic, ad injection, or automated generation of Calls, Clicks, or Leads.
  • Approved Materials. You will only use ExchangeFlo-approved advertising materials and obtain written consent for any modifications.
  • No Interference. You will not alter, block, or modify ExchangeFlo’s tracking codes, links, or referring URLs.
  • Prohibited Activities. You will not:
    • generate outbound calls or SMS messages to consumers;
    • use incentivized marketing;
    • redirect traffic to unauthorized websites;
    • use invisible or automated Click/Lead generation methods;
    • disseminate illegal, offensive, or harmful content; or
    • target advertisements to minors.
  • Email Marketing (if applicable). If using email marketing, You must:
    • only email US recipients with express consent;
    • maintain opt-in records with timestamps and IP addresses;
    • include clear sender identification and physical address;
    • provide functional unsubscribe links for at least 30 days;
    • process opt-outs within 10 business days;
    • scrub against suppression lists weekly; and
    • comply with the CAN-SPAM Act.
  • Enforcement. Non-compliance may result in non-payment, payment withholding, agreement termination, and legal action at ExchangeFlo’s reasonable discretion.

10. ExchangeFlo Representations and Warranties

ExchangeFlo represents and warrants that:

  • it has full power and authority to enter into this Agreement;
  • it will provide the Services in a manner consistent with general industry standards;
  • it will comply with all Applicable Laws in its operation of the Platform; and
  • it will not redirect traffic to a website other than that listed by ExchangeFlo, or utilize any other technique of generating “automated” Calls, Clicks, or Leads.

11. Indemnification

You agree to indemnify, defend, and hold harmless ExchangeFlo, its affiliates, and their respective directors, officers, managers, members, shareholders, employees, agents, contractors, and representatives (each, an “Indemnified Party”) from and against any and all third-party claims, causes of action, suits, litigation, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees, court costs, and expert witness costs) (collectively, “Losses”) arising out of or attributable to: (i) Your breach of this Agreement or any Insertion Order, including any of Your representations or warranties hereunder; (ii) Your violation of any Applicable Laws; (iii) Your infringement of any intellectual property right, contract right, or tort right of any third party; (iv) any Buyer Content or any of Your products, services, advertisements, or marketing activities; (v) Your collection, storage, transmission, or use of any Calls, Clicks, or Leads; or (vi) any Consumer complaint, regulatory inquiry, or enforcement action arising from Your use of the Platform.

Indemnification Procedures. ExchangeFlo will provide You with prompt written notice of any Claim for which indemnification is sought (failure to provide timely notice will not excuse Your indemnification obligations except to the extent You are materially prejudiced). You shall, at Your sole expense: (1) provide reasonable cooperation with ExchangeFlo’s investigation and defense; and (2) at ExchangeFlo’s election, assume sole control of the defense and settlement of the Claim with counsel reasonably acceptable to ExchangeFlo, provided that You shall not enter into any settlement that imposes any obligation, restriction, or liability on any Indemnified Party without ExchangeFlo’s prior written consent. ExchangeFlo reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which case You shall reasonably cooperate.

12. Platform License

During the Term, and subject to Your compliance with this Agreement, ExchangeFlo grants You a non-exclusive, non-transferable, non-sublicensable right and license to access and use the Platform solely for the purposes set forth in Section 3. Except as expressly provided herein, ExchangeFlo grants You no other license, express or implied, and reserves all other rights, including the right to update or discontinue the Platform at any time.

You will only allow Your employees or other authorized agents to access Your account, and will not share Your account credentials with any unauthorized third party. ExchangeFlo will not be liable for any loss or damage from Your failure to comply with these obligations.

If You are a Buyer, You grant ExchangeFlo and its Publishers a fully-paid, non-exclusive, limited right and license to host, store, reproduce, display publicly, perform, modify, create derivative works of, and use Buyer Content to generate Calls, Clicks, and/or Leads on Your behalf. ExchangeFlo reserves the right to reject or remove any Buyer Content if, in its reasonable opinion, it does not comply with applicable law or is likely to expose ExchangeFlo to litigation or negative publicity. ExchangeFlo will notify You of any such removal.

13. Intellectual Property Ownership

ExchangeFlo owns all right, title, and interest in and to the Site, the Platform, the Services, and the Tracking System, together with all derivatives, improvements, enhancements, and extensions, and all related Intellectual Property Rights. This Agreement is not a sale and conveys no ownership rights to You. You hereby assign to ExchangeFlo all right, title, and interest in any improvements, enhancements, derivations, or modifications to the Site, the Platform, or the Services developed in whole or in part as a result of Your use of the Services or any feedback You provide.

Buyer Content remains the property of Buyer, subject to the license granted in Section 12.

14. Mutual Confidentiality

Both Parties acknowledge that in the course of dealing with each other they will be exposed to the other Party’s Confidential Information, and that maintaining the confidentiality of that Confidential Information — both during and after the termination of this Agreement — is a critical part of their relationship. Each Party agrees to safeguard and protect the confidentiality of the other Party’s Confidential Information and to follow appropriate procedures when sharing any information with outside accounting firms, legal counsel, state and federal tax services, or other necessary persons. The Parties agree to give prior notification, to the extent permitted by law, before releasing any Confidential Information of the other in response to any government or law enforcement request, subpoena, or other legal process.

The Parties acknowledge that any breach of this Section would cause irreparable harm and that the non-breaching Party may seek immediate injunctive relief without the necessity of posting a bond.

Upon termination of the relationship, the Parties agree to immediately return or destroy all Confidential Information of the other in their possession. The obligations of this Section will survive termination of this Agreement for a period of one (1) year.

15. Disclaimer of Warranties

EACH PARTY ACKNOWLEDGES AND AGREES THAT THE PLATFORM AND SERVICES, AS WELL AS ANY RELATED OFFERINGS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY WARRANTS THAT THE PLATFORM, SERVICES, OR ANY DELIVERABLES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NEITHER PARTY MAKES ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM. NO ADVICE OR INFORMATION OBTAINED FROM ONE PARTY OR ITS REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EXCHANGEFLO OR ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, MANAGERS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTRACTORS, OR REPRESENTATIVES, BE LIABLE TO YOU FOR (A) LOSS OF ANTICIPATED PROFITS, BUSINESS, REVENUE, GOODWILL, OR DATA, OR ANY OTHER LOSSES INCURRED IN CONNECTION WITH THE PLATFORM OR SERVICES OR THE FAILURE OF SUCH (SUCH CLAIMS BEING EXPRESSLY WAIVED); (B) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY INSERTION ORDER, OR YOUR USE OF (OR INABILITY TO USE) THE SERVICES; OR (C) FAILURE IN PERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION WORK STOPPAGES, FIRES, CIVIL DISOBEDIENCE, RIOTS, REBELLIONS, ACTS OF GOD, WEATHER, LAWS, REGULATIONS, ACTS OF GOVERNMENT, ACTS OF THIRD PARTIES, AND SIMILAR OCCURRENCES.

THE FOREGOING EXCLUSIONS SHALL APPLY REGARDLESS OF WHETHER ANY CLAIM ARISES OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION, AND REGARDLESS OF WHETHER EXCHANGEFLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTHING IN THIS SECTION 16 LIMITS YOUR OBLIGATIONS UNDER SECTION 11 (INDEMNIFICATION), YOUR PAYMENT OBLIGATIONS UNDER SECTION 7, OR YOUR LIABILITY FOR INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF EXCHANGEFLO’S INTELLECTUAL PROPERTY RIGHTS OR CONFIDENTIAL INFORMATION.

17. Use of Identifying Information

ExchangeFlo reserves the right to advertise Your brand, logo, trademark, or other identifying information as a client of ExchangeFlo on its website and in promotional material for the Platform. You may opt out of such use by written notice to ExchangeFlo.

If ExchangeFlo reasonably determines that disclosure of Your personal information or data is necessary to comply with any law, court order, subpoena, civil or criminal investigative request, discovery request, or other legal requirement, ExchangeFlo may disclose such information, including Confidential Information, to comply with such request. ExchangeFlo may also share Your personal information with its affiliates, accounting firms, legal counsel, tax services, and any government or law enforcement agency that requests such information.

18. Privacy Policy

ExchangeFlo respects Your privacy. ExchangeFlo’s Privacy Policy is expressly incorporated into this Agreement by reference.

19. Electronic Communications and Notices

ExchangeFlo may give notice to You via email sent to the email address provided at sign-up. Unless You opt out, ExchangeFlo may contact You via email regarding Your account, promotions, and related services that may be of interest. You may opt out of promotional email through the opt-out link included in the email or by sending a request to ExchangeFlo. ExchangeFlo will comply as soon as reasonably practicable. Even after opt-out, ExchangeFlo may still send emails for administrative purposes directly relating to Your account. Notice may be given to ExchangeFlo via email at legal@exchangeflo.io.

20. E-Sign Consent

By clicking “Accept” or a similar button, You adopt such action as Your electronic signature and consent and agree that ExchangeFlo may provide You with electronic communications and disclosures via email or by making them accessible on the Platform. Your electronic signature on agreements and documents has the same effect as if You signed them in writing. You have the right to receive Communications in paper form by contacting ExchangeFlo at legal@exchangeflo.io. A request for paper Communications will not be treated as a withdrawal of consent to receive electronic Communications.

21. Modifications

ExchangeFlo may, in its sole discretion, (a) revise these Terms; (b) modify the Site, the Platform, and/or the Services; and (c) discontinue any of the foregoing at any time. ExchangeFlo will provide notice of any material revision via email to the address associated with Your account. Your continued use of the Services following such notice constitutes acceptance of the revised Terms. If You do not agree to a revision, Your sole remedy is to terminate this Agreement in accordance with Section 6.

22. General Provisions

  • 22.1 Governing Law. This Agreement and all rights and obligations hereunder, including matters of construction, validity, and performance, will be governed by and construed according to the laws of the Commonwealth of Massachusetts, without regard to principles of conflict of laws.

  • 22.2 Arbitration; Class Action Waiver. Except for injunctive relief claims, any controversies or disputes arising out of or related to this Agreement, an Insertion Order, or the interpretation of either, shall be settled by binding arbitration administered by JAMS in accordance with its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction. The place of arbitration shall be Boston, Massachusetts. Arbitration shall be conducted by one neutral arbitrator appointed by JAMS. The U.S. Federal Arbitration Act shall govern. Threshold disagreements about arbitrability are delegated to the arbitrator. The arbitrator shall not award punitive or non-actual damages, except as required by statute. The Parties’ fees obligations follow the JAMS Rules. Each Party shall bear its own costs and attorneys’ fees, except as otherwise provided by statute or contract. The Parties shall maintain the confidentiality of arbitration proceedings except as necessary for the proceeding itself or court actions in aid of arbitration. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION, AND ANY RIGHT TO TRIAL BY JURY. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration. If this clause is deemed invalid, the remaining terms shall remain in full force.

  • 22.3 Relationship. The Parties are independent contractors. Nothing herein creates a partnership, agency, joint venture, or employment relationship.

  • 22.4 Assignment. You may not assign this Agreement without ExchangeFlo’s prior written consent. ExchangeFlo may assign without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity. Any purported assignment in violation of this section is void.

  • 22.5 Force Majeure. Neither Party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including fire, flood, pandemic, governmental action, strikes, telecommunications failures, or cyberattacks.

  • 22.6 Entire Agreement. This Agreement, together with any applicable Insertion Orders, constitutes the entire agreement between the Parties and supersedes all prior negotiations, discussions, or agreements regarding the subject matter. In the event of any conflict between an Insertion Order and this Agreement, the Insertion Order prevails. Unsigned communications such as email, sales materials, or informal statements do not modify this Agreement.

  • 22.7 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

  • 22.8 Waiver. Failure to enforce any provision shall not constitute a waiver unless acknowledged and agreed to in writing.

  • 22.9 Headings. Headings are for convenience only and do not affect the construction of this Agreement.

  • 22.10 Construction. No rule of construction against the drafting Party applies. “Include” and “including” are not terms of limitation. References to “dollars” or “$” refer to U.S. dollars.

  • 22.11 Export Controls. You represent that You are not located in, organized under the laws of, or a resident of any country or territory subject to a comprehensive U.S. trade embargo, and are not on any U.S. government restricted-party list.

  • 22.12 Counterparts; Electronic Signature. This Agreement may be executed in counterparts and via electronic signature.

23. Acknowledgement

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM.

For questions about these Terms, contact ExchangeFlo at legal@exchangeflo.io. For billing questions, contact billing@exchangeflo.io.