Last Revised October 9, 2017
The following are terms and conditions (the “Terms of Service”), INCLUDING THE BINDING ARBITRATION PROVISION CONTAINED IN SECTION 15, of a legal agreement between you and JAB Solutions, Inc., a California company, and its subsidiaries and affiliates (collectively, “JAB”, “FlashSpread”, “we”, “our”, or “us”). By clicking “I Accept to the Terms and Conditions in this Agreement,” or by accessing, browsing, and/or using this website at http://www.flashspread.com (the “Site”) you acknowledge that you have read, understood, and agree to comply with and be bound by the Terms of Service and to comply with all applicable laws and regulations (the “Agreement”). This Agreement is not assignable, as such, any attempted assignment is void. We may assign this Agreement, in part or in whole, in our sole discretion. If you do not agree to these terms, do not use this Site.
We will not sell or publish any Personal Identifiable Information (information that you provide us which would identify a company or individual). Some financial Personal Identifiable Information, such as credit card numbers, may be shared with entities who work on our behalf in order to provide the Services. These entities do not have any right to use the Personal Identifiable Information we provide to them, beyond what is necessary to assist us. However, we reserve the right to save, use, publish, distribute, or sell your Sanitized Data (data that you provide us which has had the Personally Identifiable Information removed). Please see our Privacy Policy for more information.
We follow the laws, rules and regulations related to the California Consumer Privacy Act (CCPA) and will respond to a consumer request for information or deletion, as outlined in the CCPA.
By using this Site, you agree and acknowledge that you have read and understood our Privacy Policy.
1. Description of the Services
We provide you, our customers, a platform to automate the process of spreading your clients’ tax returns by converting said scanned tax returns into digital financial reports. You may access our platform through our websites, including mobile sites, and domains, including www.flashspread.com, and all sub-domains, web pages, and country level domain variants. We refer to all of these as our “Services.”
YOU AGREE THAT BY USING OUR SITE AND SERVICES, YOU ARE AT LEAST 18 YEARS OF AGE AND ARE LEGALLY ABLE TO ENTER INTO A CONTRACT.
2. Scope of Services
Use of this Site and its Services are not substitutes for the advice of a financial professional or attorney. You understand and agree that we are not a financial services company or a law firm. The Services promoted on this Site, including digital financial reports, are not intended to make financial decisions for you. Our Services are provided to you solely as a decision-making tool. Our Services have not been evaluated by the relevant regulatory authority. If you do not agree to these terms, do not use this Site.
3. About the Services
Our Services and any content on our Site (including but not limited to, data, images, video, audio, logos, downloads, designs, computer code, software) are proprietary to FlashSpread, and are protected by United States and foreign laws. By clicking “I Accept to the Terms and Conditions in this Agreement,” or by accessing, browsing, and/or using the Site and therefore agreeing to be bound by this Agreement: (a) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell, or resell any content, software, products, or services obtained from or through this Site without the express permission of FlashSpread; (b) we grant you a limited, personal, nontransferable, nonexclusive, revocable license to use the Site pursuant to this Agreement and to any additional terms and conditions set forth by us; and (c) unless otherwise indicated, you may access, copy, download, and print the digital financial reports made available to you on this Site, provided you do not modify or delete any copyright, trademark, or other proprietary notices that appear on the financial reports. You may not sell, rent, or assign any financial report you purchase through our Services or otherwise receive from us. We retain full and complete title to any content made available by us on the Site, including all associated intellectual property rights, and provide this content to you under a license that is revocable at any time in our sole discretion. We strictly prohibit any other use of the content available to you through the Site or Services.
4. Acceptable Use of the Services
The Services are made available to you only for intended business purposes.
In connection with your access and/or use of the Services, you shall not: (a) engage in any activity that could damage, disable, impair, interrupt, or interfere with the Services, including networks and servers connected to the Services; (b) consume a commercially disproportionate amount of bandwidth, CPU usage, memory storage space, or any other network or system resources, including any limits set by us on maximum concurrent usage of the Services; (c) introduce a virus, worm, Trojan Horse, or any other malicious or harmful software code, data, or file that may damage, interfere with, intercept or expropriate any system, data, personal information or property of another; (d) attempt to gain unauthorized access to accounts not owned by you, or to any connected network or servers to the Services through hacking, phishing, or other means; (e) use the Services on a service bureau or shared basis; (f) host the Services to be accessible by third parties; (g) sell, resell, assign, transfer, license, lease, or rent access to or use of the Services or otherwise transfer any rights to use the Services under this Agreement; (h) utilize the Site or Services in connection with any activity that would constitute a violation of any applicable law, regulation or ordinance; (i) obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services; (j) defame, defraud, abuse, harass, stalk, threaten, or otherwise violate any legal rights (such as rights of privacy and publicity) of others; (k) transmit any files or materials protected by intellectual property laws, unless you own or control the rights thereto or have received the necessary consent to do the same; (l) utilize “software robots,” “scripts,” “robots,” “spiders,” “scrapers,” “web crawlers,” “data mining tools,” “extraction tools” or utilize computer programs that recursively query the Site over the Internet; (m) “frame,” “cache,” “grab,” use, or copy any content included on the Site or Services; (n) aggregate any content or other data from the Services (including digital financial reports); (o) utilize the Site or Site content for purposes competitive to FlashSpread or for the benefit of a third party; (p) reverse engineer the Site or Site content for any purpose whatsoever.
You acknowledge that you are solely responsible for any breach of your obligations under this Agreement and for the consequences (including any loss or damage which we may suffer) of any such breach.
5. Intellectual Property
We retain ownership and control of all intellectual property inherent in, associated with, or related to the Service and Site, including, but not limited to, copyrights, patent rights, trademarks, trade dress, or service mark rights, whether registered or unregistered, arising under Federal, State, or Common-Law, as well as confidential or commercially sensitive information, such as trade-secrets, and any other right not expressly licensed to you under this Agreement.
You acknowledge that no ownership rights are being conveyed to you under this Agreement, other than any work product expressly commissioned as part of the Services. Any modifications you develop or recommend to the Services will be our exclusive property, and you agree to and hereby do assign all right, title, and interest in and to such modifications and all rights associated therewith to us.
FlashSpread reserves the rights to user your company logo on its website and other marketing materials subject to FlashSpread’s discretion.
6. Your Account
To use the Services, you are required to register for an account and provide us with certain company and/or personal information. You cannot sell, transfer, assign, combine, or share your account with another company or individual, including but not limited to, subsidiaries and affiliates. By registering for an account, you agree that all of your registration information will be legal, accurate, and complete, and your account will only be used by you. You agree that your registration information is current and correct. You are responsible for the confidentiality of your account information, including your username and password. Any transaction made through your account is your responsibility. If you become aware of any unauthorized use of your account, you must notify us immediately. By registering for an account, you consent to receive email notifications from us regarding the Services, your account, or your subscription, in place of, or in addition to, any written notices. Any email notification sent by us to the email address listed in your account will be considered delivered when sent. You may cancel your account any time by deleting your account. We, in our sole discretion, may cancel your account for any reason and without notice. If your account is cancelled, you may forfeit any current subscription credits and any other forms of unredeemed value in your account.
This Site may permit your clients to view certain information, such as digital financial reports, without creating an account. If a financial report is viewed in this manner, we will create an account for your client based on the information provided to us by you in connection with the report transaction (e.g., company name, contact name, title, e-mail address, and other report transaction information).
By permitting your clients to view your information, you agree and acknowledge that you are solely responsible for the actions of your clients. Any transaction made through your client’s account is your responsibility. We are not responsible for inadvertent client access to your unauthorized information. If you become aware of any unauthorized use by your client, you must notify us immediately. You may cancel your client’s account any time by notifying us. We, in our sole discretion, may cancel your client’s account for any reason and without notice.
7. User Submitted Content
In order to provide you with the Services such as the creation of digital financial reports, we may permit you to submit text, data, software, messages, graphics, pictures, photographs, and other materials to the Services, such as those relating to your account, profile, or a requested financial report (“Your Content”). Your Content is your sole responsibility. This means that you, and not us, are entirely responsible for all of Your Content that you upload, post, link to, email, transmit or otherwise make available to us, your clients, or to other users via the Services. Under no circumstances will we be liable in any way for any of Your Content including, but not limited to, any errors or omissions in Your Content, or for any loss or damage of any kind incurred as a result of the use of any of Your Content made available via the Services.
We do not claim ownership of Your Content. We will not use, reproduce, modify, adapt, publish, translate, create derivative works from, or display Your Content other than for the purpose of providing you with the Services or for improving the services.
However, we may use anonymized (non-personally identifiable) data gathered from your data and your uses of FlashSpread Services, in each case, that such use falls within an exception to the privady rule of the Gramm-Leach-Billey Act, the California Consumer Privacy Act and any other applicable state or federal privacy law or regulation. With the exception of PII, you hereby grant us a world-wide, royalty-free, non-exclusive, perpetual, irrevocable, and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display Your Content and to incorporate Your Content in other works in any form, media, or technology now known or later developed.
You acknowledge that we do not pre-screen Your Content, but that we do have the right, but not the obligation, in our sole discretion to modify, transmit over various networks, refuse, delete, or move any of Your Content that is available on the Services. You agree that you must evaluate, and bear all risks associated with, the use of any of Your Content including, but not limited to, any reliance on the accuracy, completeness, or usefulness of Your Content. You further agree to not intentionally provide false or misleading information on the Services. You are prohibited from posting or transmitting to or from the Services any unlawful, threatening, libelous, defamatory, or inflammatory material, or any other material that could give rise to any civil or criminal liability under the law.
Any material, information or idea you transmit to or post on our Services by any means will be treated as non-confidential and non-proprietary, and may be disseminated or used by us or our associates for any purpose whatsoever, including, but not limited to, developing, producing, supporting, and marketing the Services. Notwithstanding the foregoing, all personal data provided to us will be handled in accordance with our Privacy Policy.
You acknowledge and agree that we may archive Your Content and may also disclose Your Content at any time and for any reason, with the exception of Personally Identifiable Information. Please see our Privacy Policy for more information.
8. Financial Reports
Although we aim to provide correct information in the financial reports, we cannot guarantee its accuracy. We are not responsible for any errors in information listed in the financial reports. We do not guarantee that the financial reports are correct, reliable, or error-free.
We, in our sole discretion, may choose to delay or cancel any requested financial report. For example, this may happen if we suspect the request has been made fraudulently.
9. Terms and Termination
The term of this Agreement will continue upon your acceptance and will continue in effect until terminated. We reserve the right to terminate the Agreement and Services at any time with or without written notice to you. This Agreement shall terminate immediately if you breach any of the terms and conditions of the Agreement. Upon termination of this Agreement for any reason, you shall immediately cease use of the Services.
All provisions of this Agreement that by their nature should survive termination of this Agreement shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, binding arbitration and choices of law and forum, and intellectual property protections).
10. Changes to Services and Agreement
We reserve the right to at any time modify, suspend, or discontinue the Service or any parts of the Service at our sole discretion.
We reserve the right to make changes to this Agreement, from time to time, and as our needs or Services change. Your continued use of the Service after a change to this Agreement constitutes your acceptance of the changes to this Agreement. If you do not agree to be bounded by this Agreement, as modified, you must terminate your use of the Service immediately. It is your responsibility to review, from time to time, the most current version of this Agreement so that you will be apprised of any changes thereto, available at http://www.flashspread.com/terms-of-service and http://www.flashspread.com/privacy-policy.
11. DISCLAIMER OF WARRANTY
THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. WE DO NOT WARRANT THAT USE OF THE SITE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. WE DO NOT WARRANT THE ACCURACY, INTEGRITY OR COMPLETENESS OF THE CONTENT PROVIDED ON THE SITE OR THE PRODUCTS OR SERVICES OFFERED FOR SALE ON THE SITE. FURTHER, WE MAKE NO REPRESENTATION THAT CONTENT PROVIDED ON THE SITE IS APPLICABLE OR APPROPRIATE FOR USE IN LOCATIONS OUTSIDE OF THE UNITED STATES. WE SPECIFICALLY DISCLAIM WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, RELATED TO THE SITE AND ANY MATERIALS, DATA OR INFORMATION CONTAINED ON THE SITE, OR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR ANY LINKED SITES. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY US SHALL CREATE A WARRANTY.
12. LIMITATION OF LIABILITY
YOU EXPRESSLY AGREE THAT USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES SHALL WE OR OUR ASSOCIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED AT THE SITE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, INCLUDING, WITHOUT LIMITATION, COMPUTER “VIRUSES”, “WORMS”, “BUGS”, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS OR SERVICES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF ONE OF OUR AUTHORIZED REPRESENTATIVES HAS BEEN ADVISED OF OR SHOULD HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY ACKNOWLEDGES THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE AND SERVICES AVAILABLE THROUGH THE SITE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED IN AGGREGATE THE LESSER OF $5 OR THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
13. Indemnification
You hereby agree to indemnify, hold harmless, and defend us and all related parties from and against any and all claims, lawsuits, or other proceedings, and reimburse all expenses, costs, reasonable attorney’s fees, judgments, damages, and other liabilities resulting from the same claims, lawsuits, or other proceedings which arise or result from your use of the Services. Notwithstanding the foregoing, We retain the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of actions which are brought against us and in no event shall you settle any such claim without our prior written approval.
14. Release
We provide a service and would be unable to function if we were held responsible for the actions or inactions of our customers, subscribers, or other users of the Services we provide. Therefore, as inducement for us permitting you access to use the Services, you hereby agree to release us, our affiliates and subsidiaries, and each of its and their respective directors, officers, employees, and agents from all damages (whether direct, indirect, consequential, incidental, or other damages), losses, liabilities, costs and expenses of every kind and nature, known or unknown, arising out of or connected with disputes between you and third parties in connection with the Services.
15. Binding Arbitration and Choice of Law
You and FlashSpread agree that any dispute, claim, or controversy arising out of or related to this Agreement, or our Privacy Policy, Site, or Services shall be settled by final and binding arbitration in accordance with the rules of the American Arbitration Association (“AAA”), rather than in a court of law. You agree that you are knowingly and voluntarily giving up your right to a trial and have your dispute heard by a judge or jury in a court of law. Any such dispute, claim, or controversy shall be arbitrated on an individual basis and shall not be joined or consolidated with a claim of any other party or class. You agree that the arbitrator’s decision shall be controlled by this Agreement and any other agreement that you have with us. You agree that the arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitration will be administered by the AAA, pursuant to the rules of the AAA. For more information on the rules, procedures, and fees of the AAA, please visit their website at www.adr.org. The foregoing shall not preclude you or FlashSpread from seeking any injunctive or other equitable relief in State or Federal court for protection of intellectual property rights.
This Agreement, including binding arbitration, will be governed by the law of the State of California, without regard to the conflict of laws principles thereof.
If any dispute, controversy, or claim cannot be resolved in binding arbitration between the parties, then it shall be submitted for resolution to a court of competent jurisdiction in San Diego County, California, and the Federal Courts in and for the Southern District of California, and the parties hereby submit that exclusive venue shall lie with such court(s), and the parties hereby agree to submit to the jurisdiction and venue of such court(s).
16. Entire Agreement
This Agreement sets forth the entire agreement between you and us regarding the use of the Services. You agree that there are no other representations or obligations regarding your use of the Services, other than those reflected in this Agreement and that you are not relying on any other representations or obligations regarding your use of the Services, other than those reflected in this Agreement.
17. Severability
If any provision of this Agreement is held illegal or unenforceable in any proceeding, such provision shall be severed and shall be inoperative, and, provided that the fundamental terms and conditions of this Agreement remain legal and enforceable, the remainder of this Agreement shall remain in full force and effect.
18. Force Majeure
Any failure or delay in performance by either party shall be excused if and to the extent caused by an Act of God (fire, flood, earthquake, storm, hurricane or other natural disaster), war or civil disorder, invasion, act of foreign enemies, hostilities, terrorism, government actions, lockout or interruption or failure of electricity of network service, or other cause beyond the reasonable control of the parties.
19. Payments and Purchases
All payments for subscriptions purchased through the Site are made through a third-party payment processor. As such, the third-party payment processor’s terms and conditions will apply, and it is your responsibility to read any such terms or policies. We will not process your purchase until the third-party payment processor notifies us that the full payment has been received. All payment issues with the third-party payment processor, such as but not limited to, denials, or holds on your account are your sole responsibility.
Your subscription will automatically renew and remain in effect until it is cancelled.
Taxes are based on prevailing rates in your area.
20. Cancelations and Refunds
By purchasing a subscription or otherwise using the Services, you agree that you have read our Refund Policy (www.flashspread.com/refund-policy), that you understand our Refund Policy, and that you consent to the terms and conditions of our Refund Policy.
21. Consent to Data Usage
By using the Site or Services, you agree that you have read our Privacy Policy (www.flashspread.com/privacy), that you understand our Privacy Policy, and that you consent to the collection of data and other information under the terms of our Privacy Policy.
