Terms of Service

Last Updated: January 31, 2025

IMPORTANT – PLEASE READ CAREFULLY:

YOU, INDIVIDUALLY OR ON BEHALF ON AN ENTITY (“CUSTOMER”) AS ITS AUTHORIZED REPRESENTATIVE, AGREE TO THESE TERMS AND CONDITIONS (“AGREEMENT”) REGARDING CUSTOMER’S USE OF THE FEATURES AND FUNCTIONS OF SOFTWARE, WORKFLOWS, TEMPLATES, AND APPLICATIONS (“AGENCY TECHNOLOGY”), AS WELL AS OTHER SERVICES, BEING PROVIDED BY ACE WORKFLOW, INC. (“AGENCY”).

IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, DO NOT EXECUTE THIS AGREEMENT AND DO NOT DOWNLOAD OR USE THE AGENCY TECHNOLOGY. CUSTOMER AND AGENCY MAY BE REFERRED TO COLLECTIVELY AS “PARTY” OR “PARTIES”.

THIS AGREEMENT INCORPORATES BY REFERENCE OUR WEBSITE  TERMS & CONDITIONS AT aceworkflow.io/legal/website-terms-of-use. TO THE EXTENT THIS AGREEMENT CONFLICTS WITH THE TERMS & CONDITIONS, THIS AGREEMENT CONTROLS.

1. SERVICES; PRICING

This Agreement becomes effective upon your execution of a discovery proposal (a “Proposal”), which is incorporated herein by reference (the date of such execution, the “Effective Date”).

As of the Effective Date, Customer may purchase one or more of the following services from Agency (collectively, the “Services”):

  • Discovery & Consulting – Agency will identify “pain points” and propose automation solutions.  
  • Implementation Services – Through Customer’s Ace Flow account, Customer may request implementation of automations identified in Discovery.
  • Support Services – Upon request at any time via Customer’s Ace Flow account, Customer may request additional support or maintenance in connection with implementations. Support services are invoiced in quarter-hour increments, usually on a monthly basis.

The scope, frequency, and cost of such services will be detailed in Customer’s Ace Flow account or a separate invoice or statement of work.

2. LICENSE

Customer acknowledges and agrees that the Agency Technology; all original works, source code, inventions, information, documentation, and data contained therein; and all copyrights, patents, and trade secrets in connection therewith are the sole and exclusive property of the Agency.As of the Effective Date, and subject to Customer’s compliance with this Agreement, Agency hereby grants to Customer and end users authorized by Customer (“Authorized End Users”) a non-exclusive, non-transferable, non-sublicensable, limited, perpetual, worldwide, royalty-free right and license to use Agency Technology for use in connection with Customer’s internal business purposes. Except for the rights expressly granted under this Agreement: (i) Customer will not and will not permit any third party to reverse engineer, reproduce, distribute, modify, create derivative works of, publicly display, perform, republish, download, store, or transmit any Agency Technology, and (ii) nothing in this Agreement should be construed as transferring any aspects of such rights to Customer or any third party. Agency will specify to Customer procedures according to which Customer or its Authorized End Users may establish and obtain such access to the Agency Technology, including, without limitation, provision of access codes, passwords, technical specifications, connectivity standards or protocols, enabling of the Agency Technology to an account specific to Customer, or any other relevant procedures, to the limited extent any of the foregoing may be necessary to enable Customer to permit its Authorized End Users to access and use the Agency Technology as contemplated in this Agreement.

For avoidance of doubt, Customer retains ownership of all marks, artwork, logos, data, and text it uses or uploads in connection with the Agency Technology (collectively, “Customer Content”). Customer hereby grants Agency a license to use and reproduce Customer Content solely for purposes of providing the Services. Notwithstanding the foregoing, Agency may, in conformance with its Privacy Policy, collect and use aggregated and anonymized data regarding use of Agency Technology for purposes of improving its Services.

3. ACE FLOW

On or about the Effective Date, Agency will grant Customer access to a portal account called “Ace Flow,” where Customer can track and purchase Implementation and Support Services. Ace Flow is Agency Technology for purposes of this Agreement. In exchange for a licensing fee (charged on a per-user basis) and a configuration fee set forth in an invoice or statement of work, Agency will configure a customized version of Ace Flow for internal use (an “Ace Flow Customization”). Unless otherwise stated in the applicable invoice or statement of work, Ace Flow Customizations are licensed to Customer for use on a month-to-month basis. All Ace Flow Customization licenses will automatically renew month-to-month at the same monthly rate until Customer terminates this Agreement as set forth herein. Agency may revoke access to Ace Flow Customizations if payments are more than 30 days late.

4. PAYMENT

Customer shall pay Agency the total amount specified at the point of download or in an invoice issued by the Agency for Services (“Fees”), according to the terms specified therein. Fees are based on Services purchased and not actual usage.  Payment obligations are non-cancelable, and Fees paid are non-refundable except as otherwise outlined herein.  Quantities purchased cannot be decreased during the relevant term. Agency agrees to provide Customer with access to all updated versions of the Agency Technology released publicly by Agency and associated documentation, provided Customer has paid all applicable Fees, amounts due and is in good standing. Agency is under no obligation to make updates to Agency Technology unless specifically agreed with Customer.Customer agrees and acknowledges it shall be responsible for any applicable taxes or any value added taxes payable in connection with this Agreement, other than taxes levied or imposed based upon Agency’s income.  Any such taxes will be invoiced as incurred.

5. DISCLAIMER OF WARRANTY

The Agency Technology is licensed “as-is,” and Customer bears the risk of using it. Agency gives no express or implied warranties, guarantees, or conditions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENCY DISCLAIMS ALL PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES AND AGENCY TECHNOLOGY, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SECURITY, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT.  AGENCY DOES NOT WARRANT THAT ANY USE OF THE AGENCY TECHNOLOGY WILL BE ERROR-FREE OR UNINTERRUPTED.CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT THE SERVICES ARE CONTINGENT ON THE FUNCTIONING OF THIRD PARTY MESSENGERS, INTEGRATED APPLICATIONS AND ANY OTHER DOMAIN, SOFTWARE OR HARDWARE THAT DOES NOT FORM A PART OF THE PLATFORM OR SOFTWARE. AGENCY SHALL NOT BE LEGALLY RESPONSIBLE FOR ANY CHANGES TO THESE THIRD-PARTY MESSENGERS, INTEGRATED APPLICATION AND OTHER SOFTWARE OR HARDWARE THAT DOES NOT FORM A PART OF THE PLATFORM OR SOFTWARE THAT LEAD TO A DISRUPTION, INTERFERENCE, SUSPENSION OR CANCELLATION OF THE SERVICES. CUSTOMER’S ACCESS AND USE OF THE SERVICES MAY BE DISRUPTED DUE TO TECHNICAL OR OPERATIONAL DIFFICULTIES AND WITH NO PRIOR NOTICE OF DOWNTIME. WE MAKE NO GUARANTEE AS TO THE CONTINUOUS UPTIME AND AVAILABILITY OF THESE THIRD PARTY SERVICES.

6. LIABILITY OF AGENCY

Agency shall indemnify, defend, and hold harmless Customer from and against all losses, liabilities, damages, and costs incurred by Customer in connection with any third-party claim arising from Agency’s infringement of a registered copyright or trademark or violation of any third-party terms or agreements in connection with the Services; provided that such infringement or violation is not caused by Customer’s modification or unauthorized use of any Agency Technology. Customer shall indemnify, defend, and hold harmless Agency from and against all losses, liabilities, damages, and costs incurred by Agency in connection with any third-party claim arising from Customer Content or unauthorized use of Agency Technology.

IN NO EVENT SHALL AGENCY BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF AGENCY TO CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO AGENCY BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING LIABILITY.  THESE LIMITATIONS OF LIABILITY ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

Customer acknowledges and agrees that Agency is not an authorized distributor or reseller of the Airtable software (https://airtable.com), and nothing in this Agreement or in any communications between the parties shall be construed as any endorsement of Agency on the part of Airtable or Formagrid Inc.

7. TERM AND TERMINATION

This Agreement will remain in effect until terminated as set forth below. Agency may terminate access to Agency Technology for any reason or no reason upon giving written notice to Customer. Upon termination of this Agreement, Customer shall cease using the Agency Technology and promptly uninstall and securely dispose of all copies of the Agency Technology. Sections 2, 5, 6, 7, and 8 shall survive termination of this Agreement.Either party may terminate  this Agreement upon ten (10) days prior written notice to the other party. Upon termination, all fees earned and expenses incurred by Agency up until the effective date of termination will immediately become due.

8. MISCELLANEOUS

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by Customer without Agency’s prior written consent. Any attempted transfer or assignment in violation hereof will be null and void. There are no third-party beneficiaries to this Agreement. This Agreement, together with any amendments and any additional agreements Customer may enter into with Agency in connection with Services or Agency Technology will constitute the entire agreement between Agency and Customer concerning the subject matter thereof. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

If Customer has any questions about this Agreement, please contact the Agency at team@aceworkflow.io