Terms of Use Flare “as a service”

The Flare Terms of Use apply to all services provided through url https://flareapp.io (“Website”) by Facade BV, with registered offices at Kruikstraat 22/12, 2018 Antwerp, Belgium and registered at the CBE under number BE0729.961.919, hereafter referred to as “Flare”.

Read these Terms of Use carefully. They define your legal rights and obligations towards Flare.

These Terms of Use may be revised or updated without notice. Therefore we advise you to review these Terms of Use regularly. The latest version of the Terms of Use is always available on the Website.

At every registration (hereafter the “Registration”) in order to get an account you will be asked to confirm that you have read these Terms of Use and that you agree to their content as binding. Your visit to the Website, your Registration in order to get an account and each use of a service, involves automatically the knowledge and the approval of these Terms of Use.

1. Definitions

In addition to terms which are defined in these Terms of Use, the following terms are defined for purposes of these Terms of Use:

1.1. Terms of Use – The present Terms of Use, so far as the Client confirms to have read the Terms of Use and agree to their content as binding.

1.2. Confidential Information – The term "Confidential Information" means information which has been or which may be disclosed, either orally or in writing, by one party (the "Provider") to the other party (the "Recipient") in confidence or marked "Confidential", including, without limitation, information concerning any aspect of the business of the Provider or its parent, financial statements, business and marketing plans, pending or threatened litigation, prospective contractual relations, collection, tabulation and analysis of data, computer programming methods, designs, specifications, plans, drawings and similar materials, programs, databases, inventions (whether or not eligible for legal protection under patent, trademark, or copyright laws), research and development, and/or work in progress. Confidential Information also includes any document marked "Confidential". Notwithstanding the foregoing, Confidential Information does not include any information which: (a) is or was in the public domain at the time communicated to the Recipient, or which becomes public through no fault of the Recipient; (b) is or was obtained by the Recipient, with permission to disclose, from a third party not, to the Recipient's knowledge, subject to a contractual, fiduciary or other duty not to disclose; (c) has been independently derived by the Recipient without reference to Confidential Information; or (d) was lawfully in the Recipient's possession free of any duty to the Provider before the date of disclosure to the Recipient by the Provider.

1.3. The Client – Any person or company which has entered into these Terms of Use with Flare to obtain a service offered by them, including a Client license and/or limited right of use to the Product as specified onhttps://flareapp.io.

1.4. Development license – License to install, develop, test and evaluate the Product.

1.5. Fees – The amounts to be paid by the Client to Flare in return for the right to use the Software, Services and/or Support under the conditions provided in these Terms of Use.

1.6. License- The right obtained under the present Terms of Use to use the Software under the conditions set out in the present Terms of Use.

1.7. Platform- The Software-as-a-Service platform as set up by Flare and through which the Software is made available to the Client.

1.8. Product- The software program, in object code format, listed and described onhttps://flareapp.io, including all present and future bug fixes, corrections, updates, upgrades, modifications, new features or functionalities and Documentation.

1.9. Services – The installation of the Software, integration of the system and Support to Clients as described onhttps://flareapp.io.

1.10. Software – The specific Flare software programs and/or upgrades thereof and the maintenance Terms of Use related to these software programs.

1.11. Support – Flare’s technical and product support for the Product as further described in Article 6 of the present Terms of Use.

1.12. Trademark – Flare’s trademarks, trade names, company names, logo’s, used to identify herself, its products and services.

1.13 Website- The Flare website accessible through https://flareapp.io.

2. Object Grant of License and Maintenance Terms of Use

2.1. By accepting the present Terms of Use and in return for the payment of the price, Flare grants the Client a non-exclusive, non-transferable and temporary License to access and use the Software through the Platform by using the API key which can be requested by a subscriber. The access and use of the Software is limited to the purpose and duration described in the present Terms of Use.

The Software includes the following, distinctive features:

Laravel specific
Grouping of JS and PHP exception that happened in the same request
Easy installation

Flare allows to monitor the exceptions of multiple apps.
Any amendments, additions or deletions may be made to these features and will be send to the subscriber.

2.2. By the present Terms of Use Parties agree that, for the entire duration of the present Terms of Use and in complement to the License described under article 2.1. and in return for the payment of the price, Flare will offer its Services on the Software under the conditions and limitations and in the manner and for the purpose described in the present Terms of Use and for the duration set out in the present Terms of Use.

2.3. The present Terms of Use constitute a direct binding agreement between Flare and the Client, with the exclusion of any connection or tie to any third or intermediary party.

2.4. Nothing in these Terms of Use shall be construed so as to give rise to any joint venture, partnership or relationship of employer and employee. Either Party is an independent contractor solely responsible for its own obligations. Neither Party shall have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other Party.

3. Registration

3.1. In order to access the Software through the Platform, the Client has to install an open source package and fill in the Registration Form on the Website with his personal information. This form must be completed correctly and entirely. Flare can unilaterally, immediately, definitely and without prior notice terminate / disconnect the account linked to an incomplete or incorrect Registration.

3.2. Clients are not allowed to use third parties identities, proxy’s, temporary email addresses and more than one (1) username.

3.3. The account is created strictly for the Client, he is not allowed to share this account with third parties, except with the creation of teams. Every Client who has a subscription can create multiple teams and invite others, users or admins, into these teams. Each team can create projects, without any limit on the amount of projects, and manage the role of the users in these teams. Only the original creator, the ‘owner’ of the team is allowed to manage the payment details.

3.4. During the Registration process, the Client must agree to the present Terms of Use and Privacy Policy, by ticking a box provided therefore.

3.5. Flare reserves the right to agree or refuse the Registration and the right to warn the Client or to refuse temporarily or definitely the access to the Website and/or Software. This may notably be refused, based on any of the following reasons:

The Client does not communicate the data asked for the identification or communicates incomplete or wrong data;
The Client tries to register more than once e.g. under different pseudonyms;
The Client uses a third party’s identity;
The Client does not comply with the obligations incorporated in these Terms of Use, did not comply with them in the past or Flare can reasonably assume that he will not comply with them in the future;
Any other reason based on which Flare can reasonably decide to refuse the Registration.

4. Duration - Termination - Cancellation

4.1. Flare offers a fourteen (14) day free trial period, by simple subscription through its Website. During this free trial period the present Terms of Use apply in all its articles, safe the payment terms under article 7 and the duration and termination terms under article 4. Upon the end of the free trial period, the Client may decide to enter into a paying subscription (monthly/yearly) under the present Terms of Use, in which case articles 4 and 7 will also apply. In the event of a free trial, Flare reserves the right to terminate the free trial at any point in time, without explanation or justification.

4.2. The effective date of these Terms of Use is the first day of the (seven) 7 day free trial period or in case of a subscription the first day of your monthly/annual subscription. The Terms of Use are entered into subsequent monthly or one year periods. Safe prior written notice, at the latest three months before each subsequent annual term, the Terms of Use will be renewed for a one year term.

4.3. In the event that the Client does not respect the terms and conditions of the present Terms of Use, Flare will be entitled to terminate the Terms of Use with immediate effect, without prior written notice and without prior court intervention. In that event, all license keys and/or user accounts will be blocked immediately. In the event of such termination, Flare will be entitled to full compensation by the Client for all possible damages.

4.4. Flare shall be entitled to terminate the present Terms of Use with immediate effect, without prior written notice and without prior court intervention if either one of the following events occur:

If a substantial part or the entire body of the Client’s assets is sold
If the Client suspends all payments, files a voluntary petition in bankruptcy, is declared bankrupt or starts liquidation or similar proceedings
If there is a major change of the Client’s shareholding structure or if the control over the Client’s business changes hands.

4.5. Any notice or termination of the present Terms of Use shall be effected by means of a registered letter.

4.6. A Client can upgrade, downgrade or cancel the subscription for his team at any given time via the “Plan” section within the team account settings. The adjustment of the plan will take place at start of the Client’s new subscription period. Phone calls or emails will not be accepted as valid cancellation requests. The subscription will expire at the end of the subscription period.

4.7. Every user can delete their account by clicking on “Delete account" within the account settings. The Clients can delete their team(s) by clicking on "Delete team" within the team settings. The Client will always be responsible for the payment of his subscription. The subscription of the current period will still be charged if a Client deletes his account in that period.

4.8. The Client can renew his subscription at any given time. The Client is always responsible for the payment and cancellation of his own subscription(s). No refunds will be issued in case of cancellation, unless stated otherwise.

5. Conditions Subject of License

5.1. The Software is offered to the Client to be used as-a-Service (SaaS), after the Client has installed an open source package in its web application. This open source package may detect errors and pass them to the SaaS. In order to connect between the web application and the SaaS, an API key has to be requested to enter into the web application. The open source package acts as a mere conduit and is hosted on GitHub.

This means that access to the Software is delivered by Flare on a hosted third party server, hired, rented or leased by Flare as an integrated part of Flare’s service proposal towards the Client.

5.2. The Client does not have the right, to resell, rent out or sublicense the Software or to grant on premises licenses or rights of use in any form, nor does he has the right to transfer his License to third parties. By accepting the terms and conditions of the present Terms of Use, the Client accepts full liability and responsibility for any damage to Flare induced by any illicit access, resale, rental, license or any other use of the Software by the Client.

Any reselling, renting out, sublicensing or any other way of making the Software available to third parties by the Client shall be considered as a serious breach of contract by the Client and shall give rise without prior written notice and without prior court intervention to a lump sum damage compensation due by the Client towards Flare equal to the value of 3 times the total yearly fees paid by the Client under the present Terms of Use. This also reserves the right for Flare to terminate the present Terms of Use according to article 4.3. of these Terms of Use.

5.3. If the Client is a business or organization, the Client agrees that upon request by Flare or a Flare authorized representative and within 7 days, the Client shall fully document and certify, i.e. to support with evidence on a case by case basis, that its use of the Software at the time of the request is in conformity with the License granted by Flare.

5.4. Except for the limited rights and license expressly granted hereunder, no other license is granted, no other use is permitted and Flare (and its suppliers) shall retain all right, title and interest in and to the Software (and all patent rights, copyright rights, trade secret rights and all other intellectual property and proprietary rights embodied therein).

6. Updates and Support

6.1. Flare may ensure such periodical updates for the Software and its functionalities as it deems required at its own discretion. Flare may also ensure updates into the open source package to fix bugs and add new features.

Flare may update the Software without notifying you, and you hereby consent to Flare applying patches, updates, and upgrades. Flare may modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the Software at any time.

6.2. If the Client is experiencing technical problems with the Software or system, but in Flare’s sole judgment, the problem is caused by something other than the Software and not a direct responsibility of the working of the Software, Flare cannot provide additional support to help remedy the problem, nor at standard service rates.

Technical problems or support questions which are not directly caused by the Software and which require additional support as set out under the present article 6.2. may include (by way of example, but not by way of limitation) the following matters as illustrative examples of additional support that cannot be provided by Flare:

Computer viruses not introduced by the Software as delivered by Flare
Problems with the Client’s hardware
Problems with the Client’s software
Problems with the Client’s backup and recovery services
Problems arising from the installation or use of uncertified third-party software
Problems with the Client’s network
Networking issues not caused by the Software
Servicing, repairing, relocating, re-installing or moving any hardware

If it is unclear at the time of appearance of the technical problem whether the cause is external, Flare will work with the Client to determine the cause. Once it has been established that the cause is indeed external, the Client becomes responsible for further escalation.

6.3. Flare shall provide Support for the Software to the Client for the entire duration of these Terms of Use. These Support services shall only apply to the use of the Software as available on the Platform at any given moment.

Flare supports the Client with assistance in solving problems arising from the use of the Software, hardware interfacing of peripheral devices and logging of enhancement requests and bugs submitted by the Client.

Flare does not offer training, Maintenance or direct Support to staff or partners of the Client. The Client is exclusively responsible for all training, maintenance and support towards its staff and partners.

6.4. Support offered by Flare to the Client includes:

online support to the Client
providing support through documents, tutorials and blogs which can be found on the website
Flare reserves the right to add new features, which can be consulted on https://flareapp.io.
Support does not include:
Any external components/software needed for the new functionalities
Travel expenses
Additional Support as set forth in article 6.2. of the present Terms of Use

6.5. All Support under the present Terms of Use is limited to the duration of these Terms of Use.

6.6. All Support offered by Flare is offered on a best efforts basis. Flare does not guarantee response and intervention times and is not liable for any direct or indirect damages to the Client unless shortcomings to best efforts are proven.

7. Pricing & Payment

7.1 All license fees consist of a lump sum fee per team per month or year, which are non-refundable and non-fractionable in weekly or other periodical payments. Invoicing for cost per team is made up front for the upcoming month/year. The fee includes access to the Platform and Support as described at any given time on the Website. The Client may opt for a free trial of 10 days.

8. General Terms of Payment

8.1. All invoices, with monthly or annual subscription fees, will be sent as a PDF and are automatically charged at the start of each billing period. Payments have to be completed with credit card, unless alternative payment methods have been agreed in writing.

8.2. In order to be valid, all protests regarding subscription fees must be submitted immediately by email.

8.3. All delivered goods, including software licenses, user accounts and passwords, shall remain Flare’s property until full payment of all invoices.

8.4. Flare reserves the right to suspend performance of these Terms of Use in the event of non-payment of subscription fees or failure to provide valid credit card details.

9. Intellectual Property and data processing

9.1. The Software is licensed, not sold to the Client. The Client does not obtain any property right on the Software. At all times, Flare remains the exclusive owner of the Software, as well as the exclusive holder of all copyrights and other intellectual property rights on this Software. Its code, structure and organisation are valuable trade secrets of Flare and its suppliers which are protected by Belgian copyright laws and international treaties.

9.2. Flare may, to the extent that personal data in the sense of the General Data Protection Regulation is processed, be considered to be a data processor for the Client, who acts as a Data controller. In such case, Flare will only process the personal data provided by the Client and only for the purpose for which it is provided by the Client. Flare guarantees that it fully complies to all obligations under the General Data Protection Regulation, both in relation to its obligations as a processor towards the Client and in general. It guarantees that it has taken all reasonable technical and organisation precautions to ensure safe data processing and that it shall comply to all obligations towards the Client as described in the General Data Protection Regulation. All data is processed within the European Union.

9.3. The open source package that has to be installed prior to the use of the SaaS, after receiving an API key, is not protected by intellectual property rights, mentioned in article 9 of these Terms of Use.

10. Disclaimer of Warranty

10.1. The Software and its Documentation is provided “as is” and with all its faults.

10.2. Any use of the Software by the Client is under its own responsibility and at its own risk. Flare does not guarantee compliance to tax laws or other laws or regulations at any moment. The Client is sole responsible for the accuracy of data input into the Software, data processing by the Software based on the Client’s input and data output by the Software as well as for the use of data output made by the Client and respect for all laws to which the Client may at times be subject, including amongst others, but not limited to, anti-money laundering laws and regulations, tax laws and regulation, financial laws and regulations.

10.3. The software and support services are provided “as is” without warranty of any kind. Flare does not warrant that the software or support services will meet the Client’s requirements or that they will be uninterrupted or error-free. To the fullest extent permitted by law, Flare hereby disclaims (for itself and its suppliers) all other warranties, whether express or implied, oral or written, with respect to the software and support services including, without limitation, all implied warranties of title, non-infringement, quiet enjoyment, integration, merchantability or fitness for any particular purpose and all warranties arising from any course of dealing, course of performance or usage of trade.

10.4. In no event shall Flare (or its suppliers) be liable concerning the subject matter of these Terms of Use, regardless of the form of any claim or action (whether in contract, negligence, strict liability or otherwise), for any (a) matter beyond its reasonable control, (b) loss or inaccuracy of data, loss or interruption of use or cost of procuring substitute technology, goods or services, (c) indirect, punitive, incidental, reliance, special, exemplary or consequential damages including, but not limited to, loss of business, revenues, profits or goodwill or (d) aggregate damages, in excess of the amount paid to Flare for the licensed product or support service that gave rise to the claim during the prior 12-month period or X-month period in case of a monthly subscription, even if Flare has been advised of the possibility of such damages. These limitations are independent from all other provisions of these Terms of Use and shall apply notwithstanding the failure of any remedy provided herein.

11. Control of Proceedings

11.1. The Client shall forthwith inform Flare in writing about the existence and substance of any legal action based on the allegation that the Software infringes any intellectual or industrial property right of any third party and leave the handling of the case entirely to Flare, including making a settlement.

12. Ownership & Confidentiality

12.1. Price offers, studies, projects, invoices, documents, software code, interpretations, arrangements, ideas, etc., regardless of the techniques used, shall remain the exclusive property of Flare and shall under no circumstances be communicated to third parties, in full or in part, without the prior written permission of Flare. Reprinting or copying of the Software in any form whatsoever and using any process whatsoever, constitutes an act of forgery and/or unfair competition, if carried out without the prior written permission of Flare.

12.2. Each party to the Terms of Use acknowledges that all knowledge and information made available in connection with the performance of the obligations of both Parties under the Terms of Use, including, but not limited to, any information relating to customers, prices, operations, procedures and products, are trade secrets and confidential and proprietary information.

12.3. Both Parties engage not to disclose or permit any knowledge, information, extension or renewal during the period of the Terms of Use and after a period of three years after its expiration or termination, to any person, firm or corporation without the prior written consent of the other Party.

13. Publicity & Testimonials

13.1. The Client explicitly consents to the use of its trading name within any promotional material to be published by Flare in the future. Such promotional material will not contain any Confidential Information and shall be limited to reference to the fact that Flare has developed the Software license of the Client.

13.2. The Client agrees to provide a testimonial to the developer for use in promotional material.

13.3. If Flare wishes to use the Client’s business cases for promotional purposes, it will ask the Client’s permission to do so. Such permission shall not be denied for other than serious reasons.

14. Third Party Licenses

14.1. Certain components bundled with the Software may be provided under third party licenses and may be subject to other terms and conditions as those of the present Terms of Use.

The Client shall be required to obtain for itself all licenses for third party software not included within the Software. Flare does not assume any responsibility in case of infringement of such third party license Terms of Use by the Client.

15. Applicable Law – Competent Court

15.1. The Terms of Use shall be governed by and interpreted in accordance with the laws of Belgium.

15.2. In case a dispute should arise between Parties concerning the creation, execution and interpretation of the Terms of Use, the competent tribunals and courts of Antwerp have exclusive jurisdiction.

16. Entire Terms of Use – Severability

16.1. The present Terms of Use constitute the final, complete and exclusive written expression of the intentions and Terms of Use of Parties hereto and shall supersede all previous communications, representations, Terms of Uses, promises or statements, either oral or written, by or between either Party.

16.2. If a provision of these Terms of Use is or becomes illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the validity or enforceability of any other provision of these Terms of Use.

17. Force Majeure

17.1. Neither Party shall be liable for failure or delay on its part in performance of any of its obligations or for any loss, charge or damage suffered by the other Party if such fact shall be the result of or arising out of circumstances of Force Majeure character such as fire, natural disaster, intervention by public authorities or any other cause beyond the control of the signatories; and if such fact has been notified in writing by the signatory claiming Force Majeure promptly to the other upon occurrence.

18. General Terms and modifications

18.1. The present Terms of Use shall supersede both parties general terms of Terms of Use insofar that these are contrary to any of the articles of the present Terms of Use.

18.2. Unless specifically provided otherwise, each right and remedy in these Terms of Use is in addition to any other right or remedy, at law or in equity. The Client agrees that, in the event of any breach or threatened breach, Licensor will suffer irreparable damage for which there is no adequate remedy at law. Accordingly, Licensor shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of proving actual damages or posting any bond.

18.3. The parties shall be independent contractors under these Terms of Use, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

18.4. Each Party recognizes and agrees that the warranty disclaimers and liability and remedy limitations are material bargained-for bases of these Terms of Use and that they have been taken into account by each party and reflected in determining the consideration to be given by each party hereunder and in the decision to enter into these Terms of Use.

18.5. The Client acknowledges that (a) the Client has read and understands these Terms of Use, (b) it has had an opportunity to have its legal counsel review these Terms of Use, (c) these Terms of Use has the same force and effect as a signed Terms of Use, (d) Flare requires identification of the Client before issuing this license and (e) issuance of this license does not constitute general publication of the Flare Software or any other Confidential Information.