Terms of Service

Effective July 16, 2015

These terms of use (the “Terms”) govern your access and use of Flock IS, Inc’s (“Flock”, “Flock Services”, “we” or “our”) websites and services offered through our website, and the use of all information and content therein (the “Services”).

By using or otherwise accessing the Services, in any manner, you are agreeing to be bound by and fully comply with these Terms. Please read them carefully before accessing or using the Services. If you do not agree to be bound by and comply with these Terms, do not access or use the Services in any manner.

If you use the Services on behalf of an entity, company or organization, you agree to these Terms on behalf of such entity, company or organization and promise that you have the authority to bind such entity, company or organization to these Terms. If applicable, “your” will refer to the entity, company or organization that you represent.

You agree to use the Services in compliance with these Terms. You may use the Services only if you have the authority to form a contract with Flock and are not barred under any applicable laws from doing so. The Services may change from time to time. These changes and any suspension, or modification of the Services may be made at any time without prior notice to you. We may also remove any content from our Services at our discretion.


Your Files & Your Privacy

By using our Services you may provide us with information, and files that you submit through the Services (collectively, “your Files”). You agree that all information that you provide will be true and accurate. You retain full ownership of your Files. These Terms do not grant us any rights to your Files or intellectual property except for limited rights to use your Files as needed to provide the Services, as explained below.

Your permission may be necessary to do things you ask us to do with your Files, for example, to host or share them with certain individuals within your organization, at your direction. This includes choices we make to administer our Services, for example, how we store and backup your data and Files to keep them safe. You give us the permission to use your Files as needed to provide the Services. This permission also extends to third parties we work with to provide the Services.

We will only share your content with others as stated in our Privacy Policy. How we collect and use your information is also explained in our Privacy Policy.

You are solely responsible for your conduct, the content of your Files, and your communications with others while using the Services. For example, it’s your responsibility to ensure that you have the rights or permission needed to comply with these Terms.

You acknowledge that Flock has no obligation to monitor any information on the Services. We are not responsible for the accuracy, completeness,appropriateness, or legality of files, user posts, or any other information you may be able to access using the Services. We are not responsible for your compliance with applicable employment-related laws and regulations that you may be subject to (including, but not limited to, U.S. Citizenship and Immigration Services, U.S. Department of Labor, and all U.S. States and any international governing bodies). You agree not to retain or store any Form I-9Employment Eligibility Verification for any employees using the Services.


Sharing files

The Services provide features that allow you to upload your Files to store and share them with certain individuals within your organization. Flock has no responsibility for that activity.


Your Responsibilities

Others may have intellectual property rights to Files and other content in the Services. Please do not copy, upload, download, or share Files unless you have the right to do so. You, not Flock, are fully responsible and liable for what you copy, share, upload, download, use and any other actions you take while using the Services. You must not upload spyware or any other malicious software to the Services.

You, and not Flock, are responsible for maintaining and protecting all of your Files. Flock will not be liable for any loss or corruption of your Files, or for any costs or expenses associated with backing up or restoring any of your Files.

If your contact information, or other information related to your account, changes, you must notify us promptly and keep your information current.

The Services are not intended for use by you if you are under 13 years of age. No one under age 13 is allowed to use the website or Services. Minors between the ages of 13 and 17 must be properly employed as a worksite employee or have the permission of a parent or legal guardian in order to use the website and Services, provide any personal information or receive email distributions from us.


Account Security

You are responsible for protecting the password that you use to access the Services and you agree not to disclose your password to any third party in order for them to access our Services. If you lose control of your password you may lose control over your personal information, and may be responsible for the consequences caused by another. If you password is compromised, you should immediately change it and notify us.

You are responsible for any activity using your account, whether or not you authorized that activity. You are also responsible for maintaining and protecting all of your Files other than as specifically stated below. Flock will not be liable for any loss or corruption of your Files, or for any costs or expenses associated with backing up or restoring any of your Files. You should immediately notify Flock of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of data or Files to Flock, it is your responsibility to use a secure encrypted connection to communicate with the Services.

In the event of a security breach or loss of your data or Files by (i) you, your employees, contractors or account administrator; (ii) outside parties to whom you may have given access to the Services; or (iii) any other person that gains access as a result of your negligence protecting the security of your account and password, you will maintain responsibility for any resulting damages and agree to take any necessary remedial actions. You will notify Flock immediately of the breach and steps you expect to take to remedy the breach.

In the event of a security breach or loss of your data or Files by anyone other than by (i) you, your employees, contractors or account administrator; (ii)outside parties to whom you may have given access to the Services; or(iii) any other person that gains access to the Services as a result of your negligence protecting the security of your account, Flock will immediately notify you and initiate remedial actions that are consistent with industry standards. In any event Flock will not be liable to you unless the breach or loss of your data or Files was a direct result of Flock’s intentional misconduct.


License To Use The Services

Your license to use the Services is governed by these Terms and also, if applicable, the License Agreement you or your designated account manager has agreed to in creating the applicable account with Flock (the “License Agreement”). This license is automatically revoked if you violate these Terms in a manner that infringes our intellectual property rights or breaches any other rights we have. We hereby reserve all rights not expressly granted in these Terms or the License Agreement.

To reiterate certain covenants agreed to in the License Agreement, you must not reverse engineer or decompile the Services, nor attempt to do so, nor assist anyone else to do so.


Flock Property And Feedback

These terms do not grant you any right, title, or interest in the Services, or the content used in connection with the Services. Any feedback, comments, or suggestions you send us becomes our property, and we may use it without any obligation to you. The content, software and other technology we use to provide the Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. These Terms do not grant you any rights to use the Flock content, trademarks, logos, domain names, or other brand features.


Prohibited Use of the Services

In addition to any other things that might constitute a misuse of the Services, you must not, and must not attempt to, do any of the following things:

  • Modify, alter, tamper with, repair or otherwise create derivative works of any of the Services;
  • reverse engineer, disassemble or decompile the software used to provide or access the Services, or attempt to discover or recreate the source code used to provide or access the Services, except and only to the extent that the applicable law expressly permits doing so;
  • use the Services for research or benchmarking or any related endeavor with the intent of creating a competing or similar product;
  • use the Services in any manner or for any purpose other than as expressly permitted by these Terms, the License Agreement, the Privacy Policy, or any other policy, instruction or terms applicable to the Services;
  • sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Services to any third party;
  • remove, obscure or alter any proprietary rights notice pertaining to the Services;
  • access or use the Services in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
  • use the Services in connection with the operation of nuclear facilities, aircraft navigation, communication systems, medical devices, air traffic control devices, real time control systems or other situations in which the failure of the Services could lead to death, personal injury, or physical property or environmental damage;
  • use the Services to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) advertise or promote a commercial product or service that is not available through Flock; (iv) store or transmit inappropriate content, such as content: (1) containing unlawful, defamatory, threatening,pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (v)store or transmit any content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (vi) abuse, harass, stalk or otherwise violate the legal rights of a third party;
  • interfere with or disrupt servers or networks used by Flock to provide the Services or used by other users’ to access the Services, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any of the Services;
  • access or attempt to access Flock’s other accounts, computer systems or networks not covered by these Terms, through password mining or any other means;
  • cause, in Flock’s sole discretion, inordinate burden on the Services or Flock’s system resources or capacity; or
  • share passwords or other access information or devices or otherwise authorize any third party to access or use the Services.

Termination

You may stop using our Services at any time. We reserve the right to suspend or end the Services at any time, with or without cause, and with or without notice. We may suspend or terminate your use if you are not complying with these Terms, or if you use the Services in any way that may cause us legal liability or disrupt others’ use of the Services. If we suspend or terminate your use, we will attempt to contact you in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately.


Integrations With Third Party Sites And Services

In order to use and/or access certain Flock Services, you may direct Flock to retrieve and manage your own information maintained online by third-party institutions -- such as payroll companies or health insurance companies -- with which you have customer relationships, maintain accounts or engage in financial transactions (Account Information). We will then connect directly with your online service providers to access this Account Information. At your direction, we may also open accounts on your behalf at third-party institutions (for example, when enrolling in a company benefit program) and make changes on your behalf with third party sites and services, as necessary to manage your benefits programs.

When importing your information from third-party institutions, we make no effort to review the Account Information for any purpose, including but not limited to accuracy, legality or non-infringement. We are not responsible for the products and services offered by or on third-party sites.

We cannot always foresee or anticipate technical or other difficulties, which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, when displayed through the Flock Service, Account Information may be stale as of the time viewed, which reflects the fact that time may have passed between the time the information is downloaded from the third party institution and the time such information is viewed by you. Such information may be more up-to-date when obtained directly from the relevant sites.

By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content through the Flock Service, you are licensing that content to us solely for the purpose of providing the Flock Service. We may use and store the content, but only to provide the Flock Service to you. By submitting this content to us, you represent that you are entitled to submit the content to us for use for this purpose, without any obligation by us to pay any fees or other limitations.

By using the Flock Service, you hereby grant us permission to access your Account Information maintained by identified third parties, and make changes to this information as directed by you, on your behalf as your agent. When you use the 'sync payroll' feature of the Service, you will be directly connected to the website or APIs for the third party you have identified. We will submit information including usernames and passwords that you provide to log you into the site. You hereby authorize and permit us to use and store information submitted by you (such as account passwords and user names) to accomplish the foregoing and to configure the Flock Service so it is compatible with the third party sites for which you submit your information. You grant Flock a limited power of attorney, and appoint Flock as your attorney-in-fact and agent, to access third party sites and retrieve and use your information, and adjust the information and settings on these Third Party sites as directed by you and as needed to administer the benefit programs you elect (for example,setting up deductions in your payroll system) with the full power and authority to do and perform each thing necessary as you could do in person, but solely in connection with providing the Account Information to you as part of the Services, and making changes necessary to manage your benefits programs.YOU ACKNOWLEDGE AND AGREE THAT WHEN WE ARE ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, OR MAKING ADJUSTMENTS TO THE SETTINGS OR INFORMATION ON THIRD PARTY SITES, WE ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. While our services may be endorsed by the third parties with whom your Account Information is held from time to time, you should not assume that the Services are sponsored or endorsed by any third parties with whom your Account Information is held.


Third Party Information

Although Flock monitors the information on the Site, some of the information is supplied by independent third parties. While Flock makes reasonable effort to insure the accuracy of all information on the Site, Flock makes no warranty as to the accuracy of any such information.


Disclaimer Of Warranties And Limited Liability

THE WEB SITE AND SERVICES PROVIDED BY FLOCK ON AN "AS IS" “WITH ALL FAULTS” AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,FLOCK MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE OPERATION OF THIS SITE, THE SERVICES OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE AND/OR THE SERVICES IS AT YOUR SOLE RISK. ANY LINKS TO OTHER WEB SITES ARE PROVIDED AS A COURTESY. THEY ARE NOT INTENDED TO NOR DO THEY CONSTITUTE AN ENDORSEMENT BY FLOCK OF THE LINKED MATERIALS.

FLOCK DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM FLOCK ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

FLOCK WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF, OR INABILITY TO USE, THIS SITE OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, EVEN IF FLOCK IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, BUT ONLY TO THE EXTENT PROHIBITED BY SUCH APPLICABLE LAW, AND THEREFORE YOU MIGHT HAVE ADDITIONAL RIGHTS.


Insurance And Referral Disclaimers

WHILE FLOCK MAY REFER YOU TO AN INSURANCE BROKER, FLOCK IS NOT AN INSURANCE COMPANY OR BROKER. NOTHING CONTAINED HEREIN CONSTITUTES AN OFFER TO SELL, BUY, OR PROCURE INSURANCE.

FROM TIME TO TIME, BASED ON YOUR REQUEST, WE MAY REFER YOU TO A THIRD PARTY SERVICE PROVIDER. UNDER NO CIRCUMSTANCES SHALL FLOCK HAVE ANY LIABILITY REGARDING THE REFERRAL, AND SERVICE PROVIDED BY THE SERVICE PROVIDER, AND THE ACTS OR OMISSIONS OF THE SERVICE PROVIDER. YOUR RELATIONSHIP WITH THE SERVICE PROVIDER IS STRICTLY BETWEEN YOU AND THE SERVICE PROVIDER.


Limitation Of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL FLOCK, ITS AFFILIATES, SHAREHOLDERS, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, BROKERS, BUSINESS ASSOCIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS,REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF FLOCK HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF FLOCK AND ITS AFFILIATES, SHAREHOLDERS, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE TOTAL AMOUNT PAID BY YOU TO FLOCK DURING THE IMMEDIATELY PRECEDING TWELVE MONTH PERIOD (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION) OR FIVE DOLLARS ($5.00), WHICHEVER IS GREATER. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.


Modifications

We reserve the right to revise these Terms from time to time. We will date and post the most current version of these Terms on our website. Any changes will be effective upon posting the revised version of these Terms on the site (or such later effective date as may be indicated at the top of the revised Terms). If in our sole discretion we deem a revision to these Terms to be material, we will notify you via the Services and/or by email to the email address associated with your account. Therefore, we encourage you to check the date of these Terms whenever you visit our site to see if these Terms have been updated. Your continued access or use of any portion of the Services constitutes your acceptance of such changes. If you disagree with any of the changes, we are not obligated to continue providing the Services to you, and you must cancel and stop using the Services.


Miscellaneous Legal Terms

THESE TERMS AND THE USE OF THE SERVICES WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SAN FRANCISCO, CALIFORNIA, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE. These Terms, the Privacy Policy and License Agreement together constitute the entire and exclusive agreement between you and Flock with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. These Terms create no third party beneficiary rights. The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. We may assign, transfer, or otherwise dispose of our rights and obligations under these Terms, in whole or in part, at any time without notice. You may not assign or transfer any rights to use the Services. Flock and you are not legal partners or agents; instead,our relationship is that of independent contractors.