These Terms and Conditions (“Terms”) constitute a legally binding agreement between EXACTFLOW PROSTA SPÓŁKA AKCYJNA, a company registered in Poland (“ExactFlow”, “we”, “us”), and the business entity accessing the Service (“Customer”, “you”).
The following sections set out the core terms governing your use of ExactFlow. Expand any section to read detailed terms.
Definition: The "Service" includes the ExactFlow SaaS platform, APIs, dashboard, and integrations.
Grant: ExactFlow grants you a limited, non-exclusive, non-transferable, and revocable license to access the Service solely for your internal business operations.
Restrictions: You shall not reverse engineer, circumvent API rate limits, or use the Service to build a competing product. Unauthorized scraping, botting, or attempts to overload the interface is strictly prohibited.
ExactFlow acts as a bridge between your business and Marketplace Platforms (e.g., Amazon, Shopify).
No Control: We do not control uptime, API stability, or data schema of Marketplace Platforms.
Sync Latency: You acknowledge that data synchronization is not instantaneous. "Real-time" refers to the frequency of API calls subject to third-party rate limits.
Platform Changes: If a Marketplace Platform terminates your access or modifies its API such that functionality breaks, ExactFlow is not in breach of this Agreement.
Accuracy: You are solely responsible for the accuracy of inventory levels, warehouse settings, and order statuses.
Inventory Risks: ExactFlow is a tool to assist management. You are responsible for monitoring stock levels. ExactFlow is not liable for marketplace penalties, "out of stock" cancellations, or overselling resulting from data discrepancies.
Credentials: You must maintain valid, secure API credentials. Any action taken via your API keys is your legal responsibility.
"As-Is": The Service is provided on an "AS IS" and "AS AVAILABLE" basis.
Uptime: While we strive for 99.9% uptime, we do not guarantee uninterrupted service.
Maintenance: We reserve the right to perform scheduled maintenance with reasonable notice, and emergency maintenance without notice.
Billing: Fees are billed in advance. All subscriptions auto-renew unless canceled before the next billing cycle.
Taxes: Fees exclude VAT, sales tax or withholding taxes. You are responsible for determining and paying all taxes associated with your use of the Service.
Non-Refundable: Unless required by local consumer law (where applicable), all fees are non-refundable.
To the maximum extent permitted by law:
Exclusion of Damages: ExactFlow shall not be liable for lost profits, lost revenue, marketplace account suspensions, or indirect/consequential damages.
Liability Cap: Our total aggregate liability for all claims arising out of this Agreement is limited to the total fees paid by you to ExactFlow in the twelve (12) months preceding the event giving rise to the claim.
Exceptions: This cap does not apply to liability that cannot be excluded by Polish or EU law (e.g., gross negligence or willful misconduct).
You agree to defend and indemnify ExactFlow against any third-party claims (including marketplace providers) arising from:
Your breach of Marketplace Platform terms.
Your failure to pay applicable sales taxes.
Any claim that your Customer Data infringes on third-party rights.
Your use of the Service is subject to our Privacy Policy and Data Processing Addendum (DPA), which are incorporated by reference. In the event of a conflict regarding data processing, the DPA shall prevail.
You certify that you (and your beneficial owners) are not subject to EU, UK, or US (OFAC) sanctions. You shall not use ExactFlow to facilitate trade with sanctioned jurisdictions.
EU/Global: Governed by the laws of Poland. Exclusive jurisdiction: Courts of Warsaw.
US Customers: Any dispute shall be settled by binding arbitration in accordance with the American Arbitration Association (AAA) rules. You waive your right to participate in a class-action lawsuit or jury trial.
Convenience: You may terminate by canceling your subscription via the dashboard.
For Cause: We may suspend or terminate your access immediately for non-payment, suspected fraud, or breach of Acceptable Use terms.
Post-Termination: You must settle all outstanding invoices. Data will be deleted per our DPA.