From 75c9fd8ea4274f088318ff57bc3a9e011ea8325c Mon Sep 17 00:00:00 2001 From: Michael Davis Date: Wed, 2 Sep 2026 07:19:57 -0700 Subject: [PATCH] Handbook: fix article errors in Subscription Agreement 1.5 The agreement was drafted with a defined term taking "an" and later globally replaced with "Quote" without correcting the articles, leaving 12 instances of "an Quote" across 11 lines. Section 2 "Acceptance" also carries a doubled replacement: "reference to an Quote Quote No." Corrects the articles to "a Quote" (and "A QUOTE" in the all-caps warranty disclaimer in 3.4), and removes the duplicated word in the Acceptance definition so it reads "reference to a Quote No." Grammar only. No defined terms, obligations, or substantive wording are changed; every edit is an article correction except the one duplicated word. Co-Authored-By: Claude Opus 5 --- .../sales/subscription-agreement-1.5.md | 22 +++++++++---------- 1 file changed, 11 insertions(+), 11 deletions(-) diff --git a/nuxt/content/handbook/sales/subscription-agreement-1.5.md b/nuxt/content/handbook/sales/subscription-agreement-1.5.md index 8f1f75ea10..6ab793a397 100644 --- a/nuxt/content/handbook/sales/subscription-agreement-1.5.md +++ b/nuxt/content/handbook/sales/subscription-agreement-1.5.md @@ -14,7 +14,7 @@ Note alterations to the following agreement are only accepted on the Enterprise ## Subscription Agreement -This Subscription Agreement ("Agreement") is between FlowFuse Inc. DBA FlowFuse with offices at 548 Market St PMB 24889, San Francisco, California 94104-5401 (or, if a different corporate entity is listed as "FlowFuse" on an Quote [as defined below], ("FlowFuse"), and the individual or entity signing or electronically accepting this Agreement, or any Quote that references this Agreement ("Customer"). This Agreement is entered into on the earlier of, (a) Customer clicking "Agree" or "Yes" to the terms of this Agreement to gain initial access to, or use of, the Software, (b) FlowFuse and Customer agreeing to an Quote referencing this Agreement, or (c) Customer is given access to the Software ("Effective Date"). +This Subscription Agreement ("Agreement") is between FlowFuse Inc. DBA FlowFuse with offices at 548 Market St PMB 24889, San Francisco, California 94104-5401 (or, if a different corporate entity is listed as "FlowFuse" on a Quote [as defined below], ("FlowFuse"), and the individual or entity signing or electronically accepting this Agreement, or any Quote that references this Agreement ("Customer"). This Agreement is entered into on the earlier of, (a) Customer clicking "Agree" or "Yes" to the terms of this Agreement to gain initial access to, or use of, the Software, (b) FlowFuse and Customer agreeing to a Quote referencing this Agreement, or (c) Customer is given access to the Software ("Effective Date"). - **Individual Signing on Behalf of Company.** IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF AN ENTERPRISE OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTERPRISE AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "CUSTOMER" SHALL REFER TO SUCH ENTERPRISE AND ITS AFFILIATES. @@ -24,7 +24,7 @@ This Subscription Agreement ("Agreement") is between FlowFuse Inc. DBA FlowFuse ### 1. DEFINITIONS -"Acceptance" of a Quote shall occur at the earliest of the following: (a) execution of a Quote, (b) reference to an Quote Quote No. within a purchase order or similar document, or (c) the use of Software. +"Acceptance" of a Quote shall occur at the earliest of the following: (a) execution of a Quote, (b) reference to a Quote No. within a purchase order or similar document, or (c) the use of Software. "Affiliate" means any entity(ies) controlling, controlled by, and/or under common control with a party hereto, where "control" means the ownership of more than 50% of the voting securities in such an entity. @@ -72,11 +72,11 @@ This Subscription Agreement ("Agreement") is between FlowFuse Inc. DBA FlowFuse "Subscription" refers to the applicable services, support and function(s) of the Software as provided. Subscriptions are provided in tiers / levels as described in Appendix 1 and are based on the number of Node-RED instances and Users. -"Subscription Start Date" is, unless otherwise agreed to in writing, the start date, (i) stated on an Quote, or, the date in which Customer is given access to the Software (whichever is later), or (ii) as indicated via a Website transaction, regardless if such purchase is direct with FlowFuse or via an Authorized Partner. +"Subscription Start Date" is, unless otherwise agreed to in writing, the start date, (i) stated on a Quote, or, the date in which Customer is given access to the Software (whichever is later), or (ii) as indicated via a Website transaction, regardless if such purchase is direct with FlowFuse or via an Authorized Partner. -"Subscription Term" shall begin on the Subscription Start Date and continue for twelve (12) months, unless the term length is otherwise agreed to in an Quote or web-portal purchase. +"Subscription Term" shall begin on the Subscription Start Date and continue for twelve (12) months, unless the term length is otherwise agreed to in a Quote or web-portal purchase. -"Supplemental Services" means additional capacity, functionality, storage and/or other elements that Customer may procure in addition to the Software. Such Supplemental Services may be purchased by Quote or web-portal. Supplemental Services purchased will be: (i) provided as a separate line item in an Quote or web-portal purchase, and (ii) co-termed to the underlying Subscription Term if not purchased on the Subscription Start Date. For the avoidance of doubt, Supplemental Services are not part of the Software, but rather, are provided in addition to the Software and Supplemental Services shall be subject to the terms and conditions of this Agreement. +"Supplemental Services" means additional capacity, functionality, storage and/or other elements that Customer may procure in addition to the Software. Such Supplemental Services may be purchased by Quote or web-portal. Supplemental Services purchased will be: (i) provided as a separate line item in a Quote or web-portal purchase, and (ii) co-termed to the underlying Subscription Term if not purchased on the Subscription Start Date. For the avoidance of doubt, Supplemental Services are not part of the Software, but rather, are provided in addition to the Software and Supplemental Services shall be subject to the terms and conditions of this Agreement. "User(s)" is defined as the unique and single Individual, employee, Contractor, or other third party individual or machine authorized by Customer (in accordance with this Agreement) that requires the provision of a seat within the admin platform, who are able to access the Software purchased under a Subscription, regardless of whether the User actually accesses or the frequency with which they access the Software. A User must be over the age of thirteen (13) years old. @@ -102,7 +102,7 @@ This Subscription Agreement ("Agreement") is between FlowFuse Inc. DBA FlowFuse 3.3 License Upgrades will be invoiced quarterly if accessed via FlowFuse Cloud, or immediately if Customer is self-hosted and requests a License Upgrade. License Upgrades will be payable in accordance with Section 6 (six) of this Agreement. -3.4 FlowFuse and Customer acknowledge and agree that Free Software may be: (i) modified and/or updated, without notice, and (ii) limited in functionality, features, maintenance, support and contain other limitations not present in Software purchased. NOTWITHSTANDING THE "WARRANTY" AND "INDEMNIFICATION" SECTIONS BELOW, FREE SOFTWARE AND SOFTWARE OFFERED ON A TRIAL BASIS (AS STATED IN AN QUOTE OR WEB-PORTAL PURCHASE) ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY AND FLOWFUSE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO SUCH FREE SOFTWARE UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE FLOWFUSE'S LIABILITY WITH RESPECT TO SUCH FREE SOFTWARE SHALL NOT EXCEED $1,000.00USD. +3.4 FlowFuse and Customer acknowledge and agree that Free Software may be: (i) modified and/or updated, without notice, and (ii) limited in functionality, features, maintenance, support and contain other limitations not present in Software purchased. NOTWITHSTANDING THE "WARRANTY" AND "INDEMNIFICATION" SECTIONS BELOW, FREE SOFTWARE AND SOFTWARE OFFERED ON A TRIAL BASIS (AS STATED IN A QUOTE OR WEB-PORTAL PURCHASE) ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY AND FLOWFUSE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO SUCH FREE SOFTWARE UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE FLOWFUSE'S LIABILITY WITH RESPECT TO SUCH FREE SOFTWARE SHALL NOT EXCEED $1,000.00USD. ### 4. TERM AND TERMINATION @@ -118,7 +118,7 @@ This Subscription Agreement ("Agreement") is between FlowFuse Inc. DBA FlowFuse 4.4 FlowFuse may (at its sole discretion) suspend delivering Subscriptions if Customer breaches the terms of Section 6 (Payment of Fees) until the breach is remedied. -4.5 Unless otherwise stated herein, termination of this Agreement shall not affect any Subscriptions currently being delivered and this Agreement shall remain in full force and effect until the expiration of the then-current Subscription Term. In the event this Agreement is terminated by Customer in accordance with Section 4.3, FlowFuse will refund Customer any prepaid Fees for the prorated portion of unused Subscription Term. If this Agreement is terminated by FlowFuse in accordance with this Section 4, Customer will pay (if applicable) any unpaid Fees covering the remainder of the Subscription Term of all Quotes, to the extent permitted by applicable law. For the avoidance of doubt, in no event will termination relieve Customer of its obligation to pay any Fees payable to FlowFuse for the period prior to the effective date of termination. The terms and conditions of this Agreement will apply to any Renewal Term(s) provided that, absent an Effective Price as set forth in an Quote, Website purchase or other written agreement between the Parties, FlowFuse's then-current List Price will apply with regard to any such Renewal Term(s). FlowFuse reserves the right to increase fees for any Renewal Term(s) with respect to its products and services, including the Software and Supplemental Services. +4.5 Unless otherwise stated herein, termination of this Agreement shall not affect any Subscriptions currently being delivered and this Agreement shall remain in full force and effect until the expiration of the then-current Subscription Term. In the event this Agreement is terminated by Customer in accordance with Section 4.3, FlowFuse will refund Customer any prepaid Fees for the prorated portion of unused Subscription Term. If this Agreement is terminated by FlowFuse in accordance with this Section 4, Customer will pay (if applicable) any unpaid Fees covering the remainder of the Subscription Term of all Quotes, to the extent permitted by applicable law. For the avoidance of doubt, in no event will termination relieve Customer of its obligation to pay any Fees payable to FlowFuse for the period prior to the effective date of termination. The terms and conditions of this Agreement will apply to any Renewal Term(s) provided that, absent an Effective Price as set forth in a Quote, Website purchase or other written agreement between the Parties, FlowFuse's then-current List Price will apply with regard to any such Renewal Term(s). FlowFuse reserves the right to increase fees for any Renewal Term(s) with respect to its products and services, including the Software and Supplemental Services. ### 5. RESTRICTIONS AND RESPONSIBILITIES @@ -172,9 +172,9 @@ This Subscription Agreement ("Agreement") is between FlowFuse Inc. DBA FlowFuse 6.2 With respect to purchases direct from FlowFuse, the Quote shall: (i) reference this Agreement; (ii) state the Subscription Term(s) and Subscription(s) that are being purchased; and (iii) state the Fees due for the applicable Subscription(s). -6.3 With respect to purchases direct from FlowFuse, such Quote is hereby incorporated into this Agreement by reference. The parties hereby agree to the terms and conditions stated within this Agreement and those found within an Quote to the exclusion of all other terms. The parties agree that all terms stated within a Purchase Order, or other similar document, shall be null and void and are expressly rejected. +6.3 With respect to purchases direct from FlowFuse, such Quote is hereby incorporated into this Agreement by reference. The parties hereby agree to the terms and conditions stated within this Agreement and those found within a Quote to the exclusion of all other terms. The parties agree that all terms stated within a Purchase Order, or other similar document, shall be null and void and are expressly rejected. -6.4 With respect to purchases direct from FlowFuse, Customer will pay FlowFuse the applicable Fees, including those for Supplemental Services, without any right of set-off or deduction. All payments will be made in accordance with the payment details stated within the applicable Quote. If not otherwise specified: (i) FlowFuse (or applicable FlowFuse Affiliate) will invoice Customer for the Fees upon the Acceptance of an Quote; and (ii) all Fees will be due and payable within thirty (30) days of Customer's receipt of an invoice. Except as expressly set forth in this Agreement, all Fees paid or due hereunder (including prepaid amounts) are non-refundable, and no credit will be due, including without limitation if this Agreement is terminated in accordance with Section 4 herein. +6.4 With respect to purchases direct from FlowFuse, Customer will pay FlowFuse the applicable Fees, including those for Supplemental Services, without any right of set-off or deduction. All payments will be made in accordance with the payment details stated within the applicable Quote. If not otherwise specified: (i) FlowFuse (or applicable FlowFuse Affiliate) will invoice Customer for the Fees upon the Acceptance of a Quote; and (ii) all Fees will be due and payable within thirty (30) days of Customer's receipt of an invoice. Except as expressly set forth in this Agreement, all Fees paid or due hereunder (including prepaid amounts) are non-refundable, and no credit will be due, including without limitation if this Agreement is terminated in accordance with Section 4 herein. 6.5 Any unpaid Fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys' fees. Fees under this Agreement are exclusive of any and all taxes or duties, now or hereafter imposed by any governmental authority, including, but not limited to any national, state or provincial tax, sales tax, value-added tax, property and similar taxes, if any. Fees under this Agreement shall be paid without any withholding or deduction. In the case of any deduction or withholding requirements, Customer will pay any required withholding itself and will not reduce the amount to be paid to FlowFuse on account thereof. @@ -198,7 +198,7 @@ This Subscription Agreement ("Agreement") is between FlowFuse Inc. DBA FlowFuse ### 8. INTELLECTUAL PROPERTY RIGHTS -8.1 Subject to the terms and conditions of this Agreement, FlowFuse hereby grants to Customer and its Affiliates a limited, non-exclusive, non-transferable, non-sublicensable license for Customer's and its Affiliates' Users to use, reproduce, modify, prepare derivative works based upon, and display the code of Software at the tier level selected by Customer, or as set forth in an Quote, solely for: (i) its internal use in connection with the development of Customer's and/or its Affiliates' own software; and (ii) the number of Users for which Customer has paid FlowFuse. Notwithstanding anything to the contrary, Customer agrees that FlowFuse and/or its licensors (as applicable) retain all right, title and interest in and to all Software incorporated in such modifications and/or patches, and all such Software may only be used, copied, modified, displayed, distributed, or otherwise exploited in full compliance with this Agreement, and with a valid Subscription for the correct number of Users. +8.1 Subject to the terms and conditions of this Agreement, FlowFuse hereby grants to Customer and its Affiliates a limited, non-exclusive, non-transferable, non-sublicensable license for Customer's and its Affiliates' Users to use, reproduce, modify, prepare derivative works based upon, and display the code of Software at the tier level selected by Customer, or as set forth in a Quote, solely for: (i) its internal use in connection with the development of Customer's and/or its Affiliates' own software; and (ii) the number of Users for which Customer has paid FlowFuse. Notwithstanding anything to the contrary, Customer agrees that FlowFuse and/or its licensors (as applicable) retain all right, title and interest in and to all Software incorporated in such modifications and/or patches, and all such Software may only be used, copied, modified, displayed, distributed, or otherwise exploited in full compliance with this Agreement, and with a valid Subscription for the correct number of Users. 8.2 Except as expressly set forth herein, FlowFuse (and its licensors, where applicable) will retain all intellectual property rights relating to the Software and any suggestions, ideas, enhancement requests, feedback, or other recommendations provided by Customer, its Affiliates, Users or any third party relating to the Software (herein referred to as "Feedback Materials"), which are hereby assigned to FlowFuse. For the avoidance of doubt, Feedback Materials shall not include Customer Confidential Information or intellectual property owned by Customer. This Agreement does not constitute a sale of the Software and does not convey to Customer any rights of ownership in or related to the Software or any other intellectual property rights. @@ -252,7 +252,7 @@ This Subscription Agreement ("Agreement") is between FlowFuse Inc. DBA FlowFuse 14.1 Without limiting FlowFuse's obligations as stated in Section 7 (Confidentiality), FlowFuse shall be responsible for establishing and maintaining a commercially reasonable information security program that is designed to: (i) ensure the security and confidentiality of the Customer Content; (ii) protect against any anticipated threats or hazards to the security or integrity of the Customer Content; (iii) protect against unauthorized access to, or use of, the Customer Content; and (iv) ensure that all subcontractors of FlowFuse, if any, comply with all of the foregoing. In no case shall the safeguards of FlowFuse's information security program be less stringent than the information security safeguards used by FlowFuse to protect its own commercially sensitive data. Customer shall use commercially reasonable security and anti-virus measures when accessing and using the Software and to prevent unauthorized access to, or use of the Software, and notify FlowFuse promptly of any such unauthorized access or use of which it becomes aware. -14.2 With respect to the protection of information, the FlowFuse Privacy Statement located here [https://flowfuse.com/privacy-policy/](/privacy-policy/), shall apply. If this Agreement is entered into on behalf of an Enterprise, the terms of the data processing addendum at [https://flowfuse.com/terms/#_64-data-processing-agreement](/terms/#_64-data-processing-agreement) ("DPA") are hereby incorporated by reference and shall apply to the extent Customer Content includes Personal Data, as defined in the DPA. To the extent Personal Data from the European Economic Area (EEA), the United Kingdom and Switzerland are processed by FlowFuse, the Standard Contractual Clauses shall apply, as further set forth in the DPA. For the purposes of the Standard Contractual Clauses, Customer and its applicable Affiliates are each the data exporter, and Customer's acceptance of this Agreement, and an applicable Affiliate's execution of an Quote, shall be treated as its execution of the Standard Contractual Clauses. +14.2 With respect to the protection of information, the FlowFuse Privacy Statement located here [https://flowfuse.com/privacy-policy/](/privacy-policy/), shall apply. If this Agreement is entered into on behalf of an Enterprise, the terms of the data processing addendum at [https://flowfuse.com/terms/#_64-data-processing-agreement](/terms/#_64-data-processing-agreement) ("DPA") are hereby incorporated by reference and shall apply to the extent Customer Content includes Personal Data, as defined in the DPA. To the extent Personal Data from the European Economic Area (EEA), the United Kingdom and Switzerland are processed by FlowFuse, the Standard Contractual Clauses shall apply, as further set forth in the DPA. For the purposes of the Standard Contractual Clauses, Customer and its applicable Affiliates are each the data exporter, and Customer's acceptance of this Agreement, and an applicable Affiliate's execution of a Quote, shall be treated as its execution of the Standard Contractual Clauses. 14.3 The parties acknowledge and agree that, (i) the Software is not designed for the purpose(s) of storing, processing, compiling or transmitting Sensitive Data (as defined herein), and (ii) Customer shall not use the Software, or otherwise provide to FlowFuse without prior written consent, Sensitive Data under this Agreement. "Sensitive Data" means: (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (b) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) ("HIPAA"); (c) credit, debit, or other payment card data or financial account information, including bank account numbers or other personally identifiable financial information; (d) social security numbers, driver's license numbers, or other government identification numbers; (e) other information subject to regulation or protection under specific laws such as the Children's Online Privacy Protection Act or Gramm-Leach-Bliley Act ("GLBA") (or related rules or regulations); or (f) any data similar to the above protected under foreign or domestic laws. Customer further acknowledges that the Software and related features are not intended to meet any legal obligations for these uses, including HIPAA and GLBA requirements, and that FlowFuse is not a Business Associate as defined under HIPAA. Therefore, notwithstanding anything else in this Agreement, FlowFuse has no liability for Sensitive Data processed in connection with Customer's use of the Software.