Flow Framework® Online Community Terms of Use

Effective starting: 3/22/2021

Welcome to our online community platform (the “Community”)! The purpose of the Flow Framework community is to bring together business and IT leaders seeking to develop expertise in value stream management, Flow Metrics and the Flow Framework by providing an inclusive network of learning, questioning, support and networking. By accessing the Community, you are agreeing to these Flow Framework Online Community Terms of Use, our Privacy Policy and our Acceptable Use Policy, and all other policies or notices posted by us through the Community or referenced herein (collectively, these “Terms“). You agree to notify Tasktop of any facts or circumstances of which you become aware that would make representations in these Terms inaccurate in any respect. If you are accessing or using the Community on behalf of an entity, you represent that you have the authority to accept these Terms on behalf of the entity, and all references to “you” reference the entity. As used in these terms, “Tasktop,” “we” and “us” refer to Tasktop Technologies Incorporated and its affiliates (“Tasktop“). Any use of or access to the Community by anyone under the age of 13 is prohibited.

For the avoidance of doubt, use and provisioning of Tasktop products and services are subject to separate terms and these Terms do not apply to use of or access to the Tasktop products and services.

From time to time, we may modify these Terms. Your continued use of the Community after the date of the modification will be deemed acceptance of the modified Terms or agreement, as applicable.  

BY INDICATING YOUR ACCEPTANCE OF THESE TERMS OR ACCESSING OR USING THE COMMUNITY, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE COMMUNITY. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THESE TERMS ARE LEGALLY BINDING UPON IT.

1.USE OF THE COMMUNITY

You are free to use the Community, but only for your non-commercial purposes (except to the extent permitted by Tasktop). You may be required to set up an account with a third party service provider in order to access and post on the Community. If so, you have complete responsibility for your account and your compliance with any terms imposed by such third party service provider and everything that happens on your account, including if somebody accesses your account without your permission. You have the right to delete your account and any Content submitted by you, as defined below. You understand and agree that if you choose to exercise such right, it will not apply retroactively. We reserve the right to change, add to, or disable the Community or any part thereof at any time, and Tasktop and its suppliers will not be responsible for any changes to or lack of availability of the Community.

2. CONTENT SUBMITTED

2.1 Content. You are solely responsible for any Content you submit (through any form of electronic, verbal or written communication) through the Community. “Content” shall mean any text, information, data, graphics, messages, sounds, videos, content, or other materials posted to the Community by users. 

You understand that once you post your Content, your Content becomes public and can be seen by Tasktop and any users of the Community, and we are not responsible for keeping it confidential. Please do not submit confidential or private information. 

We do not endorse and have no control over the Content that users submit to the Community. We do not make any promises about the reliability of any source or the accuracy, usefulness, safety, or intellectual property rights of any Content submitted. You may find Content on the Community to be inaccurate, offensive, indecent, or objectionable. However, you agree not to hold us responsible in any way for your use of the Community, including your exposure to the Content. Tasktop Is Not Responsible for Any Content.

2.2 Ownership; Grant of License. Tasktop retains ownership and any intellectual property rights in any Content submitted by us. You retain ownership and any intellectual property rights in any Content submitted by you. You grant us a non-exclusive, royalty-free, perpetual, fully paid, fully sublicenseable, irrevocable, worldwide license, under any and all of your Content, including copyright and other intellectual property rights related to your Content for us to use, reproduce, distribute, prepare derivative works of, publicly display in connection with the Community and our business or use for any other lawful business purpose. You also agree to sharing and use of your Content by us and other users as set forth in these Terms.

2.3 User Representation and Warranty. You represent and warrant that you are legally entitled to grant the licenses as set forth herein.

3. COMMUNITY USE AND RESTRICTIONS.

3.1 Sharing Content Submitted on Social Communities. The Community supports sharing Content on social media communities such as Facebook, Twitter and LinkedIn (“Social Communities“). You understand and agree that other users (or Tasktop) may share your Content submitted on Social Communities. You may share other users’ submitted Content on Social Communities, as long as you include a link to the Community in your post.

3.2 Monitoring the Community. Nothing in these Terms shall require Tasktop to monitor or edit the Community Content. If we choose to monitor or edit the Community Content, we nonetheless assume no responsibility for anything submitted by the users, and have no obligation to edit or remove any inappropriate materials. We may designate Tasktop employees to act as monitors and administrators of the Community. In the event we believe you are using the Community in violation of the Terms, we have the right to request information from the Community’s service providers. You understand and agree that if there is an investigation of such use in violation of the Terms, you waive any confidentiality rights.  

3.3 We May Remove Content at Any Time or Deny Access. We reserve the right to remove any Content that you submit at any time, for any or no reason, with or without notice to you. We do not promise to store or make available on the Community any Content that you post, or any other content, for any length of time. You are solely responsible for keeping back-ups of everything you post on the Community. We reserve the right to deny anyone access or membership to the Community. You agree that we have no liability whatsoever if we restrict or remove your submitted Content or deny you access or membership to the Community. 

4. COMMUNITY GUIDELINES

In addition to the guidelines and restrictions in our Community Guidelines and Content-related restrictions in our Acceptable Use Policy, you agree that you will not do any of the following:

  1. post any advertising, promotional materials, “spam,” or any similar form of solicitation;
  2. impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity
  3. post “rants,” “slams” or legal threats against another user or another company or competitor;
  4. post religious or political statements or commentary;
  5. post off-topic comments not related to the Flow Framework Community;
  6. post duplicate posts, spam messages, or posts repeated excessively on the Community;
  7. post Content designed to evade profanity or other filters;
  8. post hyperlinks that lead to sites that violate any of these Terms;
  9. interfere in any way with the operations in the Community or with a fellow Community user’s message box, including but not limited to mail or post bombing, news bombing, other flooding techniques, deliberate attempts to overload a system and broadcast attacks, or attempts to avoid messaging blocking; 
  10. evade bans or suspensions or otherwise disregard directions from Community moderators or administrators; or

5. PROPRIETARY RIGHTS

The Community contains proprietary and confidential information that is protected by applicable intellectual property and other laws and Tasktop and its suppliers retain all right, title and interest in and to the Community and content that is included in the Community. If you give feedback on the Community, we have the right to use the feedback in any way. We reserve all rights in and to the Community unless we expressly state otherwise. We will own any changes or updates. In addition to the use restrictions in our Acceptable Use Policy and any other Terms contained herein, you may not copy, frameset, enclose or otherwise sell, distribute, transmit or broadcast any part of the Community (including Content posted by other users of the Community, except as permitted in Section 3.1 (Sharing Content Submitted on Social Communities)).

All brand, product and service images, logos and names used in the Community that identify Tasktop, the Flow Framework or our suppliers and our or their proprietary products and services are the trademarks or service marks of Tasktop or our suppliers. Nothing in these Terms shall be deemed to confer on any person any license or right on the part of Tasktop, Flow Framework or such supplier with respect to any such image, logo or name.

6. INTELLECTUAL PROPERTY INFRINGEMENT

If you believe that anything on the Community infringes your copyright or trademark rights, you should notify us by mail at: Tasktop Technologies Incorporated, Attn: General Counsel, 1100-1500 West Georgia Street, Vancouver, BC V6G 2Z6 Canada in accordance with this page.

7. TERMINATION

We may terminate or suspend these Terms or your access to the Community at any time, with or without cause, and with or without notice to you. Upon any suspension or termination of these Terms, we may delete your account, passwords and Content and we may bar you from further use of the Community. You understand that we may also continue to make your Content available on the Community, or elsewhere as permitted under this Terms, even if your use of the Community is terminated or suspended. You agree that we will have no liability to you or any third party for termination of your account, Content or access to the Community. Except where an exclusive remedy is specified, the exercise of either party of any remedy under these Terms, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise. The following Sections will survive any termination of these Terms: 2 (Content Submitted), 5 (Proprietary Rights), 7 (Termination), 8 (Community Warranty Disclaimer), 9 (Limitation of Remedies and Damages), 10 (Indemnity), 11 (Exclusions and Limitations), 12 (Governing Law; Jurisdiction), 13 (Injunctive Relief; Enforcement) and 14 (General Terms).

8. COMMUNITY WARRANTY DISCLAIMER

THE COMMUNITY IS PROVIDED “AS IS” AND “WITH ALL FAULTS” WITH NO WARRANTIES OR GUARANTEES OF ANY KIND. WE MAKE NO WARRANTIES AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT ON THE COMMUNITY (INCLUDING CONTENT PROVIDED BY OTHER USERS). THE COMMUNITY IS ACCESSED AND USED AT YOUR OWN DISCRETION AND RISK AND WE SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER OR DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES OR OTHER DESTRUCTIVE CODE RESULTING FROM ACCESS TO OR USE OF THE COMMUNITY. TASKTOP EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTIES, GUARANTEES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NONINFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT THE COMMUNITY WILL MEET YOUR REQUIREMENTS OR THAT THE COMMUNITY WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. 

9. LIMITATION OF REMEDIES AND DAMAGES

IN NO EVENT WILL TASKTOP BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OR (B) ANY DAMAGES WHATSOEVER IN EXCESS OF US$100.00, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, REVENUES OR SAVINGS, LOSS OR DAMAGE TO DATA OR BUSINESS INTERRUPTION ARISING OUT OF THE USE OF OR INABILITY TO USE THE COMMUNITY, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY AND EVEN IF TASKTOP HAS BEEN ADVISED (OR SHOULD HAVE KNOWN) OF THE POSSIBILITY OF SUCH DAMAGES. The parties agree that the waivers and limitations specified herein apply and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

10. INDEMNITY

You agree to indemnify, defend and hold Tasktop harmless against any losses, liabilities, damages, claims and expenses (including attorneys’ fees and court costs) arising out of any claims or suits, whatever their nature and however arising, in whole or in part, which may be brought or made against Tasktop in connection with:  (i) any claims which are caused, directly or indirectly by any negligent act, omission, illegal or willful misconduct by you; (ii) your violation of any law or rights of any third party; (iii) any Content you post to the Community, including without limitation any claim of infringement, misappropriation, or violation of any intellectual property, privacy, or other rights; (iv) your noncompliance with or breach of these Terms.

11. EXCLUSIONS AND LIMITATIONS

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that Tasktop may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Tasktop’s liability shall be the minimum permitted under such applicable law.

12. GOVERNING LAW; JURISDICTION

These Terms and the relationship between you and Tasktop shall be governed by the laws of the State of New York as applied to agreements made, entered into and performed entirely in New York by New York residents, notwithstanding your actual place of residence. All lawsuits arising from or relating to these Terms or your use of the Community shall be brought in the Federal or State courts located in New York, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. The failure of Tasktop to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of Tasktop and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. The Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms regardless of when or where adopted.

13. INJUNCTIVE RELIEF; ENFORCEMENT

Nothing in these Terms shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

14. GENERAL TERMS

We may provide you with notices via email or the Community, as determined by us in our discretion. Any notices you give to us under these Terms will be deemed given only when (a) delivered in person, (b) five (5) business days after being sent by first class registered mail, or air mail, as appropriate, properly posted and fully prepaid; or (c) sent by overnight air courier, properly posted and fully prepaid, in each case to: Tasktop Technologies Incorporated, 1100-1500 West Georgia Street, Vancouver, BC V6G 2Z6 Canada, Attn: Chief Financial Officer. The parties are independent contractors, and there is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. The failure of Tasktop to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of Tasktop and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. Except as set forth herein, all amendments to these Terms must be in writing and signed by both parties. These Terms are the entire agreement between the parties with respect to their subject matter and supersede any prior agreements relating to such subject matter. These Terms, and any rights and licenses granted under these Terms, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without restriction. We won’t be liable to you for any delay or failure to perform any obligation we have under these Terms if the delay or failure is due to events which are beyond our reasonable control, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency. We may use the services of subcontractors and permit them to exercise the rights granted to us in order to provide the Community under these Terms.