Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and ProductionFlow ("Company," "we," "us," or "our") governing your access to and use of our website located at www.productionflow.com (the "Website") and our services (collectively, the "Services").

By accessing, browsing, or using our Website or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and all applicable federal, state, and local laws and regulations. If you do not agree with any part of these Terms, you must not access or use our Services. These Terms apply to all visitors, users, and others who access or use our Services.

2. Description of Services

ProductionFlow provides the following services:

• Manufacturing Intelligence: Data analytics and insights for manufacturing operations
• Manufacturing Operations Optimization: Consulting and advisory services for improving manufacturing processes
• Factoring Services: Accounts receivable factoring and working capital solutions
• Process Planning: Strategic planning and optimization services for manufacturing facilities

All services are subject to separate written service agreements, which will be provided upon engagement and will supplement these Terms. In the event of any conflict between these Terms and a specific service agreement, the service agreement shall govern with respect to that specific service.

3. Eligibility and Account Registration

To access certain features of our Services, you may be required to register for an account. By registering, you represent and warrant that:

• You are at least 18 years of age and have the legal capacity to enter into binding agreements
• All information you provide is accurate, current, and complete
• You will maintain and promptly update your account information
• You are authorized to act on behalf of your company (if applicable)
• You will maintain the security of your account credentials

You are responsible for all activities that occur under your account, whether authorized or not. You must immediately notify us of any unauthorized use of your account or any other breach of security. We reserve the right to suspend or terminate your account at any time for violation of these Terms or for any other reason we deem appropriate.

4. Use License and Restrictions

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Website for personal or internal business purposes. This license does not include the right to:

• Modify, copy, reproduce, or create derivative works from any content on our Website
• Use our content for any commercial purpose without our prior written consent
• Reverse engineer, decompile, or disassemble any software or technology used in our Services
• Remove, alter, or obscure any copyright, trademark, or other proprietary notices
• Use automated systems (bots, scrapers, etc.) to access our Website without permission
• Interfere with or disrupt the integrity or performance of our Services
• Attempt to gain unauthorized access to our systems or networks

We reserve the right to revoke this license at any time for any reason, including violation of these Terms.

5. Financial Services - Factoring

Our factoring services are subject to additional terms and conditions, including but not limited to:

• Credit Approval: All factoring arrangements require credit approval and verification of your customers
• Fees and Rates: Factoring fees, advance rates, and other charges are specified in your factoring agreement
• Recourse/Non-Recourse: Terms regarding credit risk are detailed in your specific agreement
• Collections: We may handle collections on factored invoices in accordance with your agreement
• Compliance: All factoring services comply with applicable state and federal regulations

Factoring services are provided subject to separate written agreements that will govern the specific terms of your factoring arrangement. Nothing on this Website constitutes an offer to provide factoring services, and all factoring services require separate application and approval processes.

6. Payment Terms

For paid services, the following payment terms apply:

• Payment Methods: We accept major credit cards, ACH transfers, and wire transfers
• Payment Terms: Payment terms are specified in your service agreement (typically net 30 days)
• Late Payments: Late payments may be subject to interest charges and late fees as specified in your agreement
• Refunds: Refund policies vary by service and are detailed in your specific service agreement
• Price Changes: We reserve the right to modify our pricing with 30 days' notice for ongoing services

All fees are stated in U.S. dollars unless otherwise specified. You are responsible for any taxes, duties, or fees imposed by any governmental authority in connection with your use of our Services.

7. Intellectual Property Rights

The Website and all content, features, and functionality, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software, are the property of ProductionFlow or its content suppliers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Our trademarks, service marks, and logos may not be used without our prior written permission. All other trademarks, service marks, and logos used on our Website are the property of their respective owners.

You retain ownership of any data, information, or content you provide to us. By providing such content, you grant us a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, and distribute such content solely for the purpose of providing our Services to you.

8. Prohibited Uses

You agree not to use our Services:

• In any way that violates any applicable federal, state, local, or international law or regulation
• To transmit, or procure the sending of, any unsolicited or unauthorized advertising, promotional materials, spam, or similar solicitations
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity
• In any way that infringes upon the rights of others, including intellectual property rights, privacy rights, or publicity rights
• To engage in any conduct that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable
• To interfere with or disrupt the Services or servers or networks connected to the Services
• To introduce viruses, trojans, worms, logic bombs, or other malicious or technologically harmful material
• To attempt to gain unauthorized access to any portion of the Services, other accounts, computer systems, or networks

Violation of this section may result in immediate termination of your access to our Services and may subject you to civil and criminal penalties.

9. User Content and Submissions

Our Services may allow you to submit, upload, or transmit content, including but not limited to data, information, documents, and feedback ("User Content"). You retain all ownership rights in your User Content. By submitting User Content, you grant us:

• A worldwide, royalty-free, non-exclusive license to use, reproduce, modify, adapt, and distribute your User Content solely for the purpose of providing our Services
• The right to use your User Content for internal business purposes, including service improvement and analytics

You represent and warrant that:

• You own or have the necessary rights to submit the User Content
• Your User Content does not violate any third-party rights, including intellectual property, privacy, or publicity rights
• Your User Content is accurate and not misleading
• Your User Content complies with all applicable laws and regulations

We reserve the right to remove any User Content that violates these Terms or that we determine is otherwise objectionable, without prior notice.

10. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION ON OUR WEBSITE
• WARRANTIES THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRODUCTION ANALYTICS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• LOSS OF PROFITS, REVENUE, DATA, OR USE
• BUSINESS INTERRUPTION
• LOSS OF GOODWILL OR REPUTATION
• COSTS OF SUBSTITUTE SERVICES

ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE OUR SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to you. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

12. Indemnification

You agree to defend, indemnify, and hold harmless ProductionFlow, its affiliates, officers, directors, employees, agents, and suppliers from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with: (a) your access to or use of our Services; (b) your violation of these Terms; (c) your violation of any third-party right, including any intellectual property, privacy, or publicity right; or (d) any claim that your User Content caused damage to a third party.

13. Termination

We may terminate or suspend your access to our Services immediately, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination:

• Your right to use the Services will immediately cease
• We may delete your account and all associated data
• All provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability

You may terminate your account at any time by contacting us. Termination of your account does not relieve you of any obligations under these Terms or any separate service agreements.

14. Dispute Resolution

Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to its conflict of law provisions.

Jurisdiction: You agree that any legal action or proceeding arising out of or relating to these Terms or our Services shall be brought exclusively in the federal or state courts located in New York County, New York, and you hereby consent to the personal jurisdiction of such courts.

Arbitration: For disputes involving claims of $10,000 or less, you agree to first contact us to seek an informal resolution. If we cannot resolve the dispute within 60 days, either party may initiate binding arbitration under the rules of the American Arbitration Association. Arbitration will be conducted in New York, New York.

Class Action Waiver: You agree that any disputes will be resolved on an individual basis and waive any right to participate in a class action lawsuit or class-wide arbitration.

15. Third-Party Links and Services

Our Website may contain links to third-party websites, services, or resources that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party sites or services. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party sites or services.

16. Changes to Terms

We reserve the right to modify or replace these Terms at any time at our sole discretion. If we make material changes, we will:

• Post the updated Terms on this page with a new "Last Updated" date
• Notify registered users via email (for material changes)
• Display a prominent notice on our Website

Your continued use of our Services after any changes to these Terms constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using our Services.

17. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

18. Entire Agreement

These Terms, together with any separate service agreements you may enter into with us, constitute the entire agreement between you and ProductionFlow regarding your use of our Services and supersede all prior and contemporaneous agreements, representations, and understandings.

19. Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ProductionFlow.

20. Contact Information

If you have any questions about these Terms of Service, please contact us:

ProductionFlow
200 Park Avenue, Suite 500
New York, NY 10166
United States

Email: [email protected]

Phone: +1 (555) 151-6021