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Product Terms

Effective date: August 1, 2025

  1. General

As more fully described herein, if you in your sole discretion wish to access and/or use of any of the additional Ecoflex products or services specified herein (each, an “Additional Product Offering”), your use is subject to the applicable Additional Product Offering’s terms and conditions contained in these Product Terms (“Product Terms”). As used herein, “you” or “Client” means the individual or entity you are accessing or using the ERP Portal on behalf of. 

In choosing to utilize any Additional Product Offering, you ( 1 ) confirm that you have reviewed and agree to be bound by Sections 1 (“General”), Section 11 (“Miscellaneous”), and the applicable Additional Product Offering’s terms and conditions herein; and ( 2 ) acknowledge and agree such terms are hereby incorporated by reference into the applicable subscription agreement between Client and Ecoflex, Inc. (“Ecoflex”, “we”, “us”, or “our”), whether that is Ecoflex’s Terms of Service or a Master Subscription Agreement or related agreement between the parties (in either case, together with the applicable Product Terms, the “Agreement”). For reference, undefined capitalized terms used herein shall have the meanings ascribed to them elsewhere in the Agreement.

For illustration purposes only, if you choose to use Ecoflex’s Localization Feature, Section 5, and no other Additional Product Offering, you agree to be bound by the terms and conditions of Sections 1, 5, and 11 of these Product Terms and such sections are thereby incorporated by reference into the Agreement between you and Ecoflex. The remaining Sections do not apply. For the avoidance of doubt, if you do not agree to Section 1 (“General”), Section 11 (“Miscellaneous”), and/or the applicable section(s) for any Additional Product Offering you wish to use, you may not use and must discontinue any use of the applicable Additional Product Offering.

  1. Third-Party Services

2.1 Integrations, Offerings and Usage

‍In your sole discretion, you may choose to integrate or enable for use with the ERP Portal certain third-party services, applications, add-ons, integrations, and related offerings not provided by Ecoflex (collectively, “Third-Party Services”). Examples of Third-Party Services include by way of example only and without limitation E-Commerce Payment Processors, as defined below, e.g., Stripe, Apps (e.g., HubSpot), and other related partner and service provider integrations and extensions. You acknowledge and agree that Ecoflex may receive a revenue share from Third-Party Services that you choose to use as part of your use of the Ecoflex ERP Portal. Notwithstanding, you acknowledge and agree that your use of any of these Third-Party Services is subject to and shall be governed by the applicable terms and conditions of your separate agreement with the relevant third-party provider. Ecoflex does not control and makes no representations or warranties with respect to any Third-Party Services and, to the maximum extent permissible under applicable laws, shall not be held liable for their security, functionality, operation, availability, interoperability, or how any Third-Party Service uses your ERP Content or related data. When using Third-Party Services, your security is your responsibility. Notwithstanding the foregoing, if you choose to use a Third-Party Service with your use of the ERP Portal, you acknowledge and agree that (1) you are authorizing Ecoflex to access and share your Website Content or related data with the Third-Party Service on your behalf solely so the Third-Party Service may be provided or made available to you; and (2) any information that a Third-Party Service collects, stores and processes from you or your Ecoflex Account will be subject to such Third-Party Service’s terms of service, privacy notice, or similar terms, and is not subject to Ecoflex’s Privacy Policy or Data Processing Addendum.

2.2 Responsibilities and Availability

‍You further acknowledge and agree that (1) it is the sole responsibility of the respective Third-Party Service provider, and not Ecoflex, for providing all support, maintenance, and technical assistance to you with respect to their Third-Party Service(s) (including their interoperation with your Ecoflex Account and Website Content); (2) Ecoflex may, at any time and in our sole discretion and without any obligation notice suspend, disable, or remove any Third-Party Service; and (3) to the maximum extent permissible under applicable law, Ecoflex shall not be liable for any losses, damages, or liabilities you may incur as a result of Ecoflex taking such action, including without limitation any loss of profits, data, goodwill or other intangible losses.

  1. Ecoflex E-Commerce

In your sole discretion, you may choose to enable and use optional features within the ERP Portal that permit you to provide or sell products and services to, and/or collect payments from, your End Users (collectively, “E-Commerce Activities”). In order to conduct E-Commerce Activities, you must be 18 years or older or at least the legal age of majority in your country of residence and you must provide your full legal name, current address, valid email address, and any other information we request.

For the avoidance of doubt, Ecoflex is not a party to, and shall not be liable for, E-Commerce Activities you undertake or any related interactions between you and your End Users. Any products or services that you offer for sale in your E-Commerce Activities is your exclusive responsibility and your End Users can only seek damages that result from their purchases from you.

You are solely responsible for your E-Commerce Activities, including but not limited to responsibility for the following:

  1. all Taxes and fees associated with your E-Commerce Activities, including without limitation any Taxes related to the purchase or sale of products or services in connection with your E-Commerce Activities;
  2. collecting, reporting, and remitting required Taxes to relevant government authorities;
  3. informing your End Users of required Taxes, and providing them with invoices as required by applicable law;
  4. monitoring distance sales thresholds in the European Union, as applicable, and other indirect Taxes such as value-added tax or goods and services tax and registration thresholds in the countries where you have Clients or where you ship goods or provide services;
  5. registering for indirect Taxes in countries where you are required to register. You also agree that any tax estimates, reporting or related materials that we may provide via the ERP Portal are for illustration purposes only, and you must not rely on them to comply with your tax obligations. We do not give tax advice, and none of our communications, in any form, should be interpreted as such;
  6. fulfilling and delivering your products and services to your End Users;
  7. any claims or warranties you make in connection with your E-Commerce Activities and any claims made by End Users against you; and
  8. handling any comments or complaints related to your E-Commerce Activities, including without limitation any issues related to payments, promotions, refunds, or chargebacks. You agree to provide accurate and complete contact information on your sites so that your End Users can submit comments or questions to you.

To accept payments from your End Users in connection with your E-Commerce Activities, you must create and connect your Ecoflex Account to your payment processor account (the “E-Commerce Payment Processor”). Your relationship and account with the E-Commerce Payment Processor is governed by the E-Commerce Payment Processor’s terms, conditions, and policies including prohibited or restricted business activities. By way of example only and without limitation, by registering an account with the E-Commerce Payment Processor, you agree that you will not conduct any E-Commerce Activities that are connected with any prohibited and restricted businesses, which may vary from country to country. For the avoidance of doubt, Ecoflex does not control and is not liable for any issues you have with the E-Commerce Payment Processor or any transaction you enter into with or through it obtaining invoices for any transaction fees associated with your E-Commerce Activities. The E-Commerce Payment Processor is a Third-Party Service, as described in Section 2 (“Third-Party Services”) of these Product Terms, and your use of the E-Commerce Payment Processor shall be subject to the terms and conditions in Section 2 (“Third-Party Services”) as well.

  1. Ecoflex Marketplace

4.1 Third-Party Designers

Ecoflex operates and provides an online marketplace (the “Marketplace”) where Ecoflex Clients may find and review lists of third-party designers, freelancers, and partner agencies available for hire at Ecoflex Certified Partners to assist with creating Website Content or otherwise using the ERP Portal (collectively, “Third-Party Designers”). For the avoidance of doubt, these lists are purely for informational purposes and Ecoflex does not (1) employ and is not directly affiliated with any of these Third-Party Designers, or (2) guarantee the accuracy, reliability, quality, or completeness of the work done by them. You agree it is your sole responsibility to vet any Third-Party Designers before you choose to hire them as well as any content they provide to your customized Website Content prior to your use of such content, and you assume all liability for any content they provide that you ultimately choose to use. Ecoflex may, in its discretion, investigate Third-Party Designers who receive multiple complaints, provided that Ecoflex does not guarantee that it will take any specific disciplinary action regarding such complaints.

4.2 Marketplace Products

‍Ecoflex’s Marketplace also allows you to select Intermediate Bulk Container (“IBC”) products or services and free or paid templates, libraries, and applications that can be integrated or otherwise used by you as part of the ERP Portal (collectively, "Marketplace Products"). For the avoidance of doubt, Marketplace Products may be developed and maintained by either Ecoflex or by third parties to include designers or developers. Your selection or use of Marketplace Products provided by a third-party (the “Product Provider”) may require you to agree to additional terms and conditions required by the Product Provider for the applicable Marketplace Product. You acknowledge and agree that Ecoflex is not a party to the agreement between you and the Product Provider with respect to that Marketplace Product. Notwithstanding, you agree that Ecoflex is an intended third-party beneficiary to the agreement between you and the Product Provider with respect to that Marketplace Product and shall have the right and will be deemed to have accepted the right to enforce that agreement against you as a third-party beneficiary at our discretion.

You acknowledge and agree that (1) Ecoflex is not responsible for and does not endorse or guarantee the quality of any Marketplace Products made available by a Product Provider; and (2) the applicable Product Provider is solely responsible for the Marketplace Product it provides, the content therein, any claims that you or any of your End Users may have relating to that Marketplace Product, and any technical support required if a problem arises with its respective Marketplace Product. To the maximum extent permissible under applicable law, Ecoflex assumes no responsibility and disclaims all liability in connection with your use of any third-party Marketplace Products.

When you install and/or purchase a Marketplace Product via Ecoflex’s Marketplace, you may be required to make related payments directly to Ecoflex. For Marketplace Products not owned or operated by Ecoflex, you are receiving access rights to use such Marketplace Product from the applicable Product Provider.

These rights granted to you to use any Marketplace Product are personal to you, and are not transferable to any third parties, such as your End Users. Any rights to provide or resell Marketplace Products to third parties must be granted directly by the Product Provider.

  1. Localization

In your sole discretion, and subject to the terms of your payment plan or the applicable Order Form, you may purchase language translation services made available via the ERP Portal that enable you to localize or translate your Website Content and make it available to End Users in alternative languages for specific locales (the "Localization Feature"). For illustration purposes only, the Localization Feature is powered by the highly reputed Google translate machine learning engine.

By using the Localization Feature, you acknowledge and agree that (1) the translation and localization provided via the Localization Feature (i) may not be 100% accurate, complete, or reliable and (ii) does not represent Ecoflex’s views; and (2) Ecoflex makes no guarantee regarding the accuracy, quality, reliability, or suitability of the output from the Localization Feature (“Localized Website Content”). Notwithstanding any other term of the Agreement, (1) the Localization Feature is provided “as is” without warranties or representations of any kind; (2) to the maximum extent permissible under applicable laws, Ecoflex disclaims any and all liability related to your use of the Localization Feature or any Localized Website Content; and (3) you assume all risks associated with your use of the Localization Feature and Localized Website Content, and you are solely responsible for: (a) thoroughly reviewing all Localized Website Content (including, without limitation, verifying its accuracy, authenticity, legality, reliability, and appropriateness for your contemplated use case(s)) before publishing, distributing, displaying, or otherwise using such Localized Website Content; and (b) ensuring that your Localized Website Content complies with all applicable laws and the terms of the Agreement.

  1. Ecoflex AI Products

In your sole discretion, you may choose to utilize one or various of Ecoflex’s artificial intelligence, machine learning, or similar assistant technologies (each, an “AI Product” and collectively, “AI Products”) as part of your use of the ERP Portal. For the avoidance of doubt, some AI Products may include artificial intelligence functionality that is only available as part of other Ecoflex products and services you may choose to access and use Ecoflex Optimize (“AI Optimize”) feature. 

6.1 Input and Output

Each AI Product provides Output in response to your Input. As used herein: “Input” means any information, data, materials, text, prompts, images, or other content provided or made available by or on behalf of you or any Authorized User by or through an AI Product; and “Output” means any output for instance, textual, audiovisual, or other content generated and returned to you by an AI Product based on Input.

6.2 Ownership Rights and Licenses

6.2.1 Ownership. Except as otherwise expressly set forth below in the section titled “Ecoflex’s Limited Retained Rights”, to the maximum extent permitted under applicable law, as between the parties each of the Input and Output are (i) considered your Client Data under the Agreement; and (ii) owned solely by you.

6.2.2 License to Ecoflex. To the maximum extent permitted under applicable law, you grant Ecoflex a non-exclusive, irrevocable, perpetual, royalty-free, transferable, sub-licensable, worldwide right and license to use, host, store, modify, reproduce, publicly display, distribute, publish, and create derivative works of any Input and Output in order to provide the applicable AI Product to you. For the avoidance of doubt, Ecoflex will not use your Input or Output to provide or generate Input or Output to any other Clients.

6.2.3 License to AI Software Service Providers. In order for you to access and use certain AI Products, Ecoflex may need to transfer your Input to the applicable Third-Party AI Service. Accordingly, you grant Ecoflex, including our Sub-Processors acting on our behalf, a non-exclusive, irrevocable, perpetual, royalty-free, transferrable, sub-licensable, worldwide right and license to transfer your Input to the applicable Third-Party AI Service in order to provide the applicable AI Product to you.

6.3 Obligations, Restrictions, and Disclaimers

6.3.1 Output Use and Assessment. Notwithstanding anything to the contrary in the Agreement, you are solely responsible for your ultimate use of any Output, including but not limited to (a) thoroughly reviewing and deciding whether to use any Output for your contemplated use case before publishing or otherwise using such Output including, by way of example only and without limitation, verifying any Output’s accuracy, authenticity, reliability, and appropriateness for your contemplated use case(s); (b) deciding whether to use your Input and Output in any way related to your use of the ERP Portal, including as Website Content; and (c) ensuring that your Input and Output complies with all applicable laws and terms of the Agreement.. For the avoidance of doubt, if you choose to publish or otherwise use any Output to create content as part of your use of the ERP Portal, such Output shall be deemed your Website Content and is subject to all obligations and other terms and conditions related to your Website Content set forth elsewhere in the Agreement.

By using an AI Product, you acknowledge and agree that (i) Output may not be unique or exclusive to you and could be identical to that received by other users, whether they are Ecoflex Clients or Clients of the same Third-Party AI Service, defined below, (ii) the same or similar Input may yield differing Output, and (iii) any Output you receive does not represent Ecoflex’s or its subcontractors’ views. 

6.3.2 Restrictions. You must not and must not permit anyone else to: (i) provide Input that either (a) violates third-party rights or applicable law, or (b) is intended or would reasonably be expected to generate Output that violates third-party rights or applicable law; (ii) provide Input that includes Personal Data; (iii) use Output in a manner that you know, or reasonably should know, violates third-party rights or applicable law; or (iv) represent that any Output you receive is human generated or in any way approved or endorsed by Ecoflex or its subcontractors.

6.3.3 DISCLAIMERS. AI Products may leverage third party large language models and artificial intelligence algorithms and ERP Portals (“Third-Party AI Services”) and may produce Output that is inaccurate, misleading, biased, or not fit for the contemplated or intended use or purpose. Notwithstanding any other term of the Agreement, (1) Ecoflex does not make any representations, warranties, or guarantees with respect to Third-Party AI Services or the accuracy, quality, reliability, or suitability of the Output; (2) such Third-Party AI Services are not under the control of Ecoflex and do not form part of the ERP Portal; (3) Ecoflex is not responsible for any Third-Party AI Services or Output generated thereby and Client uses such Third-Party AI Services and Output at its own risk; and (4) to the maximum extent permissible under applicable law, and notwithstanding any other term of the Agreement, Ecoflex disclaims any and all liability arising from or related to your use of AI Products or Input and Output in any form.

6.4 Prohibited Uses of AI Products

In addition to the matters listed in our Acceptable Use Policy, you acknowledge and agree you may not use any AI Products or any Input or Output to: (1) mislead or deceive anyone that any Input and Output was human-generated; (2) provide medical advice or any content regarding the treatment, prevention, diagnosis or transmission of diseases; (3) provide legal or financial, including but not limited to tax and investment, advice; (4) generate contracts or legally binding obligations or documents; (5) generate political content including for dissemination in electoral campaigns; (6) reverse engineer or attempt to generate the ERP Portal’s source code; (7) generate spam, ransomware, keyloggers, viruses, or other malicious software; (8) condone, enable, promote or commit any act (i) of violence; (ii) that could result in death or personal injury; or (iii) in violation of applicable law; or (9) create or use any content which constitutes or includes Personal Data of yourself or anyone else, including without limitation names, email addresses, or data concerning an individual’s race, ethnicity, nationality, health status, etc.

6.5 Privacy and Confidentiality

‍As part of your use of AI Products, you should not include any Personal Data or any confidential, privileged, proprietary, or other sensitive information in your Input. Notwithstanding, you acknowledge that our Privacy Policy and Data Processing Addendum applies to the handling of such Personal Data you provide as Input.

6.6 Ecoflex’s Limited Retained Rights

In your discretion, you may choose to use an AI Product feature that functions as an in-designer chatbot that provides guidance to using Ecoflex and links to publicly available resources, including Ecoflex videos, help articles, or other resources published by Ecoflex. Notwithstanding Section 6.2, Ecoflex shall retain exclusive ownership of any Ecoflex pre-existing Intellectual Property Rights in the Output generated by this specific AI Product (collectively, “Ecoflex Retained Rights”). For the avoidance of doubt, if you choose to publish or use any Output generated by this specific AI Assistant feature via the ERP Portal, such Output shall be deemed your Website Content and is subject to all obligations and other terms and conditions related to your Website Content in the Agreement; provided, however, Ecoflex remains the sole and exclusive owner of any and all Ecoflex Retained Rights.

  1. Ecoflex Optimize

7.1 Ecoflex Optimize

‍Subject to Client’s ongoing compliance with the Agreement and the scope of use subscribed to by Client, Client may access and use Ecoflex’s website optimization Additional Product Offering known as “Ecoflex Optimize” during the Subscription Term. 

For the purposes of interpreting the Agreement, all references to the “ERP Portal” or the “Ecoflex ERP Portal” shall be deemed to (1) include Ecoflex Optimize if Client also has an active subscription to access and use Ecoflex’s core services; or (2) solely and exclusively refer to Ecoflex Optimize if Client does not separately have an active subscription to access and use Ecoflex’s core services. 

For the avoidance of doubt, if you choose to (1) publish or in any way use any content generated or otherwise provided by Ecoflex Optimize, such content shall be deemed your “Website Content” as defined under the Agreement and is subject to all applicable obligations and other terms and conditions related to your Website Content set forth elsewhere in the Agreement; and (2) integrate, incorporate, or otherwise use any third-party products or services in your use of Ecoflex Optimize, such use is subject to Section 2 of these Product Terms (“Third-Party Services”). 

7.2 Client Activity Data

‍Client understands and agrees that (1) Ecoflex Optimize is a machine learning tool that tracks and uses certain data consistent with how machine learning tools work; and (2) Ecoflex accordingly cannot modify or customize data uses on an individual Client basis. For clarity, Ecoflex Optimize collects and uses (A) information about the web browsing activities of your individual End Users website visitors, such as browser data; and (B) other data that you choose to integrate into your instance of Ecoflex Optimize (collectively, “Client Activity Data”). Client represents and warrants that it has and shall maintain during the Subscription Term all rights, releases, and consents necessary to allow Ecoflex to process Client Activity Data in the manner contemplated by the Agreement. For clarity, Client Activity Data constitutes Client’s Confidential Information under the Agreement.

7.3 Third-Party Provider Data

You acknowledge and agree that Ecoflex may share and/or obtain data from third parties which includes, but is not limited to, firmographic data used to provide you enhanced data matching as part of Ecoflex Optimize (“Third-Party Provider Data”).

7.4 Anonymous Data

‍Client agrees that Ecoflex will have the right to (i) combine Client Activity Data with industry benchmarks and certain other datasets developed by Ecoflex provided that the Client Activity Data has been anonymized, de-identified, and aggregated in order for Ecoflex Optimize to generate and deliver personalized optimization insights and recommendations; and (ii) compile and use data and information collected, derived, or otherwise generated from Client’s use of Ecoflex Optimize that has been anonymized, de-identified, and aggregated so as not to identify or permit the identification of Client, Authorized Users, or any other individuals (collectively, “Ecoflex Optimize Anonymized Data”). Except as set forth herein, the parties agree that Ecoflex owns all rights, title, and interests in and to Ecoflex Optimize Anonymized Data, and that Ecoflex may use such Ecoflex Optimize Anonymized Data for any business purpose during or after the Subscription Term. 

7.5 Ecoflex Proprietary Rights

As between Ecoflex and Client, Ecoflex exclusively owns all rights, title, and interests, including all Intellectual Property Rights, in and to Ecoflex Optimize and the Third-Party Provider Data, including (i) any improvements, enhancements and additional functionalities made by or for Ecoflex; and (ii) any ideas, know-how, inventions, methods or techniques developed or conceived by Ecoflex as a result of providing Ecoflex Optimize under the Agreement, including all patent rights. Subject to the foregoing, Ecoflex grants Client a non-exclusive, non-sublicensable, royalty-free, and revocable license during the Subscription Term to store, use, and access the Third-Party Provider Data as part of its use of Ecoflex Optimize. 

7.6 Client Proprietary Rights

As between Ecoflex and Client, Client owns all rights, title, and interests, including all Intellectual Property Rights, in and to the Client Activity Data. Client grants Ecoflex and its service providers a non-exclusive, royalty-free, perpetual, and irrevocable license to store, use, modify, copy, distribute copies of and make derivative works based upon the Client Activity Data in connection with (i) providing Ecoflex Optimize for the benefit of Client and its Authorized Users; and (ii) improving and enhancing the functionality of Ecoflex Optimize which, for clarity, excludes any use related to training Ecoflex’s generative artificial intelligence models. Notwithstanding any other term of the Agreement, Ecoflex’s exercise of its rights to the Client Activity Data as described herein will not be a breach of its confidentiality obligations under the Agreement.

  1. Ecoflex Analyze

Subject to Client’s ongoing compliance with the Agreement and the scope of use subscribed to by Client, Client may access and use Ecoflex’s Additional Product Offering that enables you to collect analytics data about your End Users known as “Ecoflex Analyze” during the Subscription Term. Such analytics data may include but is not limited to the number of visitors to your website page(s); the countries from which your End Users visited your website; event tracking, including how many times a button on a page is clicked; the browser language for your End Users; the website browser your End Users are using; and an aggregate breakdown by device type of your End Users (collectively, “Analytics Data”).

By using Ecoflex Analyze, you acknowledge and agree that (1) you are solely responsible for implementing any privacy controls necessary for your compliance with Applicable Law, including a consent management ERP Portal; (2) Analytics Data may not be 100% accurate, complete, or reliable; and (3) Ecoflex makes no guarantee regarding the accuracy, quality, or reliability of Analytics Data. Notwithstanding any other term of the Agreement, (1) Ecoflex Analyze is provided “as is” without warranties or representations of any kind; (2) to the maximum extent permissible under Applicable Law, Ecoflex disclaims any and all liability related to your use of Ecoflex Analyze; and (3) you assume all risks associated with your use of Ecoflex Analyze; and (4) you are solely responsible for thoroughly reviewing all Analytics Data before publishing, distributing, displaying, or otherwise using such Analytics Data including, by way of example only and without limitation, verifying its accuracy, authenticity, legality, and reliability for your contemplated use case(s). 

For the avoidance of doubt, if you choose to publish or otherwise use any content generated or otherwise provided by Ecoflex Analyze, such content shall be deemed your “Website Content” as defined under the Agreement and is subject to all applicable obligations and other terms and conditions related to your Website Content set forth elsewhere in the Agreement.

  1. GSAP Software License Agreement

9.1 Definitions

  • “GSAP License” means the terms and conditions of this GSAP Software License Agreement.
  • "GSAP Products" means any Software made available at www.gsap.com or any successor sites, including but not limited to the GSAP animation library and related plugins, tools, or extensions.
  • "Permitted Uses" means the implementation and/or use of GSAP Products on any website, web application, or digital interface by any person or entity which may include, for clarity, those of companies that compete with Ecoflex in other areas of business.
  • "Prohibited Uses" means any implementation and/or use of GSAP Products in tools that allow users to build visual animations without code that encourages, induces, or materially assists in creating a solution that competes with Ecoflex’s visual animation building capabilities.
  • "Competitive Products" means any software, tool, or service that enables users to create, edit, or manage animations through a visual interface or builder similar to Ecoflex.

9.2 Grant of License

Subject to the terms and conditions of this GSAP License, Ecoflex grants you a non-exclusive, worldwide license to use, reproduce, display, and implement GSAP Products solely for Permitted Uses.

9.3 Restrictions

You may not:

  1. Use any GSAP Products for any Prohibited Uses without prior written consent;
  2. Reverse engineer any GSAP Products for the purpose of creating Competitive Products;
  3. Remove or alter any proprietary notices or branding from GSAP Products.

9.4 Ownership and Intellectual Property

All intellectual property rights in GSAP Products, including but not limited to copyright, patents, trademarks, and trade secrets, remain the exclusive property of Ecoflex. This GSAP License does not transfer any ownership rights in GSAP Products to you.

9.5 Termination

Ecoflex may terminate this GSAP License and revoke your access in its discretion if you fail to comply with any of these terms and conditions. Upon termination, you must cease all use of GSAP Products and destroy all copies in your possession.

9.6 Miscellaneous Provisions

9.6.1 General: This GSAP License is incorporated into and subject to Ecoflex’s Terms of Service.  In the event of any conflict or inconsistency between this GSAP License and the Terms of Service, the terms of this GSAP License shall govern in relation to your use of any GSAP Products.

9.6.2 Amendments: Ecoflex reserves the right to update or modify this GSAP License at any time by posting the revised terms on this website, provided that any such updates or modifications shall not result in any material degradation to the security, integrity, or functionality of any GSAP Products. You understand and agree that your continued use of any GSAP Products after such revisions to this GSAP License constitutes your acceptance of this GSAP License as revised. If you do not accept the revised GSAP License, you are prohibited from using versions of the GSAP Products released after the effective date of the revised GSAP License, as well as any updates made to previous versions. Notwithstanding, you may continue using previous versions of GSAP Products under the applicable terms licensed to you prior to the effective date of the revised GSAP License for clarity, excluding any updates made thereto.

9.6.3 No Waiver: Failure of Ecoflex to enforce any provision of this GSAP License shall not constitute a waiver of future enforcement of that or any other provision.

  1. Ecoflex Cloud

10.1 Ecoflex Cloud Service

‍Subject to Client’s ongoing compliance with the Agreement and the scope of use subscribed to by Client, as applicable, Client may access and use Ecoflex’s Additional Product Offering known as “Ecoflex Cloud” that enables you to deploy, host, and manage full-stack web applications and dynamic web experiences on the same domain as your Ecoflex site(s). Ecoflex Cloud integrates with third-party code repositories to enable deployment workflows and supports specific web development frameworks. Such frameworks shall be determined/permitted by Ecoflex and updated from time to time in its sole discretion.

10.2 Technical Limitations and Framework Support

You acknowledge and agree that: (1) Ecoflex Cloud supports specific web development frameworks; (2) Ecoflex Cloud is subject to computational resource limitations set forth in the scope of use subscribed to by Client including, but not limited to, CPU usage, bandwidth constraints, and payload size restrictions; (3) Ecoflex Cloud may have additional technical limitations that Ecoflex may implement to ensure ERP Portal stability and performance; and (4) Ecoflex may monitor your usage of computational resources, bandwidth, and storage in connection with Ecoflex Cloud in order to determine compliance with the terms of the Agreement. If Ecoflex in its reasonable discretion determines your usage exceeds the limitations of the scope of use you’ve subscribed to or otherwise materially negatively impacts overall ERP Portal performance or other Clients, Ecoflex may, in its sole discretion and upon prior notice: (a) throttle or limit your resource usage; (b) require you to upgrade to a higher-tier plan; or (c) suspend or limit your access to Ecoflex Cloud if you do not reduce your usage to the subscribed limits within a reasonable time after notice from Ecoflex. To the maximum extent permissible under applicable law, Ecoflex shall not be liable for any losses, damages, or liabilities you may incur as a result of such resource limitations or enforcement actions.

10.3 Third-Party Repository Integration

Ecoflex Cloud enables integration with third-party code repository services, such as repository service(s). Your use of any repository service is subject to Section 2 of these Product Terms ("Third-Party Services") and the applicable terms and conditions of your separate agreement with the relevant repository service provider.

10.4 Client Responsibilities and Application Performance

You are solely responsible for: (1) all code, applications, and content you deploy through Ecoflex Cloud, including ensuring such code is secure, functional, and compliant with applicable laws; (2) the performance, availability, and functionality of your deployed applications; (3) any data processing, storage, or transmission that occurs within your deployed applications; (4) maintaining appropriate security measures for your deployed applications and any data they handle; (5) ensuring your deployed applications comply with all applicable laws, regulations, and third-party terms of service; and (6) providing support to your End Users for any issues related to your deployed applications. For the avoidance of doubt, Ecoflex is not responsible for the functionality, security, or performance of applications you deploy through Ecoflex Cloud.

10.5 Data Handling and Ownership

As between you and Ecoflex, you retain ownership of all code, applications, and content you deploy through Ecoflex Cloud. You grant Ecoflex a non-exclusive, royalty-free license to host, store, and serve your deployed applications as necessary to provide Ecoflex Cloud. Any data generated by your deployed applications, including analytics data, logs, and user interactions, is considered your Client Data under the Agreement. 

You agree that Ecoflex will have the right to generate (i) data by aggregating Client Activity Data with other data so that results are non-personally identifiable with respect to you or your End Users; and (ii) capture anonymous learnings, logs, and data regarding use of Ecoflex Cloud by you and your Authorized Users (collectively, "Ecoflex Cloud Anonymized Data"). Except as set forth herein, the parties agree that Ecoflex owns all rights, title, and interests in and to Ecoflex Cloud Anonymized Data, and that Ecoflex may use such Ecoflex Cloud Anonymized Data for any business purpose during or after the Subscription Term.

10.6 Disclaimers and Limitations

By using Ecoflex Cloud, you acknowledge and agree that: (1) deployed applications may experience downtime, performance issues, or failures that are beyond Ecoflex's control; (2) Ecoflex makes no guarantee regarding the availability, performance, or reliability of your deployed applications; and (3) framework limitations may prevent you from using certain technologies or approaches in your applications.

Notwithstanding any other term of the Agreement: (1) Ecoflex Cloud is provided "as is" without warranties or representations of any kind; (2) to the maximum extent permissible under applicable laws, Ecoflex disclaims any and all liability related to your use of Ecoflex Cloud, including but not limited to application failures, data loss, security breaches, or performance issues; and (3) you assume all risks associated with deploying and operating applications through Ecoflex Cloud. You are solely responsible for: (a) thoroughly reviewing all deployed applications and their functionality before making them available to End Users; and (b) ensuring that your deployed applications comply with all applicable laws and the terms of the Agreement.

10.7 Indemnification

You shall indemnify, defend, and hold harmless Ecoflex including its Affiliates and its and their members, officers, directors, managers, employees, agents, successors, and permitted assigns from and against any Losses arising from or relating to: (1) any third-party claim, suit, or action in connection with your use of Ecoflex Cloud; (2) any applications, code, or content deployed by you through Ecoflex Cloud; (3) any data processing or handling by your deployed applications; and (4) any violation of third-party rights or applicable laws by your deployed applications or related activities.

 

  1. Miscellaneous

In the event of any conflict between these Product Terms and any other term of the Agreement, the applicable Product Terms shall govern, but solely with respect to such conflict. All other terms and conditions of the Agreement not expressly modified by these Product Terms shall remain in full force and effect.

These Product Terms, together with the Agreement, set forth the final, complete, and exclusive agreement between the parties relating to the applicable subject matter hereof, and supersede any other agreements or communications relating thereto. Notwithstanding any other term of the Agreement, Ecoflex may modify or update these Product Terms from time to time in the usual course of business when we introduce any new Additional Product Offering or need to update the terms in order to comply with applicable laws. In such an event Ecoflex will provide notice of any material changes, modifications, or updates to these Product Terms through your email Ecoflex has on file, through the ERP Portal, and/or by updating the Effective Date at the top of these Product Terms, at Ecoflex's discretion. You are responsible for updating and maintaining your current contact information through the ERP Portal and reviewing the Product Terms applicable to Additional Product Offerings you use regularly for updates. Your continued use of any of these Additional Product Offerings after any modifications or updates to the applicable Product Terms shall constitute your consent to such changes.