FloodWise Terms of Service

TERMS OF SERVICE

Last updated: October 16, 2024

THIS TERMS OF SERVICE IS MADE AND ENTERED INTO PURSUANT TO THE SERVICE AGREEMENT (“AGREEMENT”) ENTERED INTO BY AND BETWEEN STREAMLINE AND CUSTOMER. THIS TERMS OF SERVICE GOVERNS CUSTOMERS' USE OF THE FLOODWISE ONLINE PLATFORM AND SERVICE PROVIDED BY STREAMLINE (COLLECTIVELY, “FLOODWISE”). Streamline and Customer are each also referred to as a “Party” and collectively as the “Parties”. Capitalized terms used, but not defined, in this Terms of Service will have the meaning ascribed to such capitalized terms in the Agreement.

  1. LIMITED RIGHT OF ACCESS AND USE.

    1. Grant. Subject to this Terms of Service and the Agreement, Streamline hereby grants Customer, and Customer hereby accept, a limited, non-exclusive and non-transferable right to electronically access and use FloodWise for the sole purpose of flood forecasting (“Limited Right of Access and Use”).

    2. Usernames and Passwords. CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY AND USE OF CUSTOMER'S USERNAMES AND PASSWORDS. Customer shall immediately notify Streamline by e-mail of any actual or suspected access to or use of a username, password and/or Customer account by any unauthorized party or any other actual or potential security breach involving a username, password or Customer account. Streamline may, in Streamline's sole discretion and at any time, require Customer to change a username or password.

    3. Maintenance. Streamline conducts periodic maintenance of FloodWise on a monthly basis to improve the features and functionality of FloodWise (“Maintenance”). From time to time, Streamline may also need to conduct emergency Maintenance to address issues with FloodWise. Streamline will endeavor to (i) perform such Maintenance late in the evening and on weekends, but in all instances when threatening weather is not anticipated; and (ii) make FloodWise available for access and use 95% of the time on a monthly basis, other than during regularly scheduled or emergency Maintenance.

  2. TERM AND TERMINATION.

    1. Term. The Limited Right of Access and Use is subject to Customer's compliance with the terms of the Agreement, including, without limitation, this Terms of Service. The initial term (“Initial Term”) of the Service Agreement is set forth in the Agreement and commences on the Effective Date, and thereafter the Agreement will automatically renew for successive periods of the same length (each, a “Renewal Term” and collectively with the Initial Term, the “Term”), unless and until the Agreement is terminated pursuant to this Terms of Service.

    2. Termination. Streamline may suspend or terminate the Limited Right of Access and Use of a Customer end-user (each, an “End-User”), without notice, if such End-User fails to comply with Streamline's Acceptable Use Policy (“Acceptable Use Policy”). Either Party may terminate the Agreement at the end of the Initial Term or any Renewal Term upon providing the other Party at least fifteen (15) days written notice prior to the end of the Initial Term or then-current Renewal Term. If a Party materially breaches the Agreement, including, without limitation, the failure of Customer to timely pay in full all amounts due, then the other Party may terminate the Agreement immediately if the other Party fails to cure such breach within five (5) days of receipt of written notice from the non-breaching Party. In addition to any other remedy available to Streamline, Streamline reserves the right, at its sole discretion, to immediately suspend the Limited Right of Access and Use upon written notice to Customer if Customer materially breaches the Agreement.

    3. Events Upon Termination. On the expiration or earlier termination of the agreement, in addition to any remedies a Party may have (i) the Limited Right of Access and Use will immediately terminate; (ii) Customer shall immediately cease accessing and using FloodWise; and (iii) Customer shall immediately pay Streamline any and all Fees due Streamline through the date of expiration or earlier termination.

  3. RESTRICTIONS. Customer shall not, and shall not cause or permit others to, do or attempt to do any of the following (collectively, the “Restrictions”):

    • access or use FloodWise, except as specifically set forth in this Terms of Service;

    • access or use FloodWise in a manner that violates this Terms of Service or any applicable law, rule, or regulation;

    • allow an unauthorized person to use a Customer username and/or password to access and/or use FloodWise or for any other purpose;

    • assign, sublicense, transfer, or otherwise provide another person with access to and/or use of FloodWise;

    • impersonate, or misrepresent your affiliation with, another person or entity;

    • upload, post, e-mail, transmit, or otherwise make available through FloodWise any content, data or other information (i) that is false, inaccurate, incomplete, untimely, misleading, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, or hateful; (ii) for which you do not have a right to make available (publicly or privately); (iii) that infringes any intellectual property right or other proprietary right of any person or entity; or (iv) that contains malware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, interfere with, or otherwise limit the functionality of any computer software, hardware, network, telecommunications equipment, or to otherwise interact with FloodWise in a manner not permitted;

    • download, copy, publish, modify, tamper with, adapt, translate, reverse engineer, disassemble, decompile, decode, or decrypt FloodWise or the software that powers FloodWise;

    • create derivative works from FloodWise;

    • use, remove, alter, obscure, translate, combine, supplement, or otherwise change any screen display, patent, copyright or trademark marking, disclaimer, version or release number, or serial number, which is present in, displayed by, or provided in connection with, FloodWise;

    • give the appearance that you are authorized to display FloodWise for others;

    • probe, scan, or test the vulnerability of FloodWise;

    • act as a service bureau for third parties or act as an outsource agent or outsource provider for third parties, or otherwise utilize FloodWise for the benefit of any third party;

    • use any information from FloodWise for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes;

    • enable high volume, automated, electronic processes through FloodWise;

    • use any robot, spider, data miner, crawler, scraper, or other automated means to access or index FloodWise or content, data or other information associated with FloodWise;

    • interfere with or disrupt FloodWise or servers or networks connected to FloodWise, or violate any requirements, procedures, policies, or regulations of networks connected to FloodWise;

    • interfere with the use of FloodWise by Streamline or other End-Users of FloodWise;

    • bypass, breach, or disable any technological safeguard, restricted access, or other protection used by, or in connection with, FloodWise;

    • stalk or otherwise harass any person or entity through FloodWise;

    • facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes, and/or any other activity featuring the award of a prize through FloodWise;

    • use FloodWise to collect, store, use, share, or otherwise process personal data, personal information, personally identifiable information or any other information which is related to an identified or identifiable natural person, except as (i) allowed by applicable law, (ii) permitted pursuant to this Terms of Service, and (iii) to facilitate a transaction through FloodWise; or

    • disclose any information of or provided by Streamline or another End-User, except as needed to use the FloodWise in accordance with this Terms of Service.

  4. INTELLECTUAL PROPERTY RIGHTS. Streamline owns all right, title and interest in and to FloodWise, as well as the software which powers FloodWise. Other than the Limited Right of Access and Use, no other rights are granted pursuant to this Terms of Use, and all other rights related to FloodWise are hereby reserved by Streamline and shall remain owned solely and exclusively in their entirety by Streamline. Nothing in this Terms of Service creates for Customer any right of ownership in or to FloodWise. From time to time, Customer may provide feedback to Streamline regarding FloodWise, including, without limitation, usability, bug reports, and test results (collectively, the "Feedback"). Streamline will own all intellectual property rights, title, and interest in and to the Feedback.

  5. DATA.

    1. Customer Data. As between Customer and Streamline, Customer will own the non-personal data of Customer collected by Streamline through FloodWise (“Customer Data”); provided, however, Customer hereby grant Streamline a worldwide, perpetual, irrevocable right and license to Streamline to use Customer Data to provide Customer with access to and use of FloodWise. Streamline is not responsible for any Customer Data or for any action Customer may take relating to any Customer Data, including, without limitation, using FloodWise to run models and other reports. All Customer Data is the sole responsibility of the creator or sender. Although Streamline may choose to do so, Streamline is not obligated to, monitor, supervise, store, or maintain any Customer Data or respond to complaints relating to Customer Data.

    2. Third Party Data. While Streamline will collect data from third parties (“Third Party Data”) and provide such data to Customer through FloodWise, Streamline is not responsible for any Third Party Data or for any use of Third Party Data by Customer, including, without limitation, using FloodWise to run models or other reports. All Third Party Data is the sole responsibility of the creator or sender. Although Streamline may choose to do so, Streamline is not obligated to, monitor, supervise, store, or maintain any Third Party Data or respond to complaints relating to Third Party Data.

    3. Personal Information. All personal information of End-Users collected by Streamline through FloodWise (“End-User Data”) is governed by this Terms of Service and Streamline’s Privacy Policy (“Privacy Policy”). As between an End-User and Streamline, the End-User will own their End-User Data; provided, however, upon collection of such End-User Data, each End-User will grant Streamline a worldwide, perpetual, irrevocable right and license to Streamline to use the End-User Data to provide the End-User with access to and use of FloodWise on behalf of Customer.

    4. Aggregated Data. Customer hereby acknowledges and agrees that Streamline may create de-identified and aggregated data from End-User Data which cannot be used to identify an End-User or any other natural person (collectively, the “Aggregated Data”). Customer acknowledges and agrees that (i) Streamline owns all right, title and interest in the Aggregated Data; and (ii) Customer does not own or have any right in or to the Aggregated Data.

    5. Disclosure of Data. To the extent legally permitted, as determined in the sole discretion of Streamline, Streamline may access, use, and/or disclose Customer Data and/or Third Party Data to (i) comply with a legal obligation to Customer; (ii) protect the use of FloodWise; (iii) protect the rights, property, or safety of Streamline or third parties; (iv) prevent, investigate, or identify possible wrongdoing in connection with Floodwise; (v) enforce the policies, procedures and rights of Streamline; or (vi) comply with applicable law, including, without limitation, responding to a subpoena or request from law enforcement, court, or a government agency. Unless restricted by applicable law, Streamline will inform Customer of any such disclosure.

    6. Data Disclaimers. Models and other reports based on the Customer Data and Third Party Data displayed by FloodWise (“Models”) are intended to assist Customer in making informed decisions. While Streamline works diligently to provide accurate, complete and timely models and other reports based on Customer Data and Third Party Data, those reports are only as accurate, complete and timely as the Customer Data and Third Party provided through FloodWise, as well as the Internet services used by Customer. Variations in Customer Data and Third Party Data may occur due to factors outside the control of Streamline, including, without limitation, inaccurate, incomplete or untimely Third Party Data or corruption or delays caused by Internet transmission. Customer acknowledges and agrees that Streamline is not responsible for issues caused by or otherwise related to variations in Customer Data or Third Party Data that occur due to factors outside the control of Streamline. Customer is encouraged to use discretion and consider the inherent variability in conditions when interpreting and using the models and other reports displayed by FloodWise. By accessing and using FloodWise, Customer acknowledges and accepts the inherent uncertainties in data and the possibility of delays in delivery and corruption of data that can be caused by Internet transmissions. Customer shall conduct additional research and analysis with data as Customer deems necessary for Customer’s purposes, including, without limitation, engaging knowledgeable and experienced professionals to interpret the data. Customer, and not Streamline, incurs all risk associated with interpreting and using the data displayed by FloodWise.

  6. FEES.

    1. Price. In consideration for the Limited Right of Access and Use, Customer shall pay Streamline a fee (“Fee”) per the schedule of Fees (“Schedule of Fees”) set forth in the Agreement. Streamline may modify the Fees prior to the start of any Renewal Term upon providing Customer with at least fifteen (15) days prior, written notice.

    2. Payment. Customer shall pay Streamline the Fee on an annual basis in advance (i) on or before the Effective Date for the Initial Term; and (ii) on or prior to the first day of the applicable Renewal Term for each Renewal Term. Customer hereby acknowledges and agrees that the entire Fee for the Initial Term and each Renewal Term is deemed earned, due and payable in advance on or before the first day of the Initial Term or Renewal Term, as applicable. Fees are non-refundable. Any payment not received by Streamline on or before the due date will bear interest commencing on the original due date until paid in full at the lesser of one and one half percent (1.5%) per month or the maximum rate allowed by applicable law. All amounts shall be paid and payable by Customer to Streamline without right of setoff, deduction or demand. Customer shall pay for all collection costs (including, without limitation, reasonable attorneys' fees and costs) incurred by Streamline with respect to any amounts past due by Customer pursuant to the Agreement.

    3. Taxes. Customer shall be solely responsible for all taxes related to FloodWise. If any taxing or governmental authority asserts that Streamline should or should have collected taxes from Customer, then, to the extent not previously paid, Customer hereby agrees to pay Streamline such taxes within thirty (30) days of receipt of written notice.

  7. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS TERMS OF SERVICE, FLOODWISE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND STREAMLINE SPECIFICALLY DISCLAIMS AND MAKES NO WARRANTY, WHETHER EXPRESS OR IMPLIED, REGARDING FLOODWISE, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, AND SATISFACTORY QUALITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS TERMS OF SERVICE, STREAMLINE ALSO SPECIFICALLY DISCLAIMS ANY WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, AND TIMELINESS OF THE DATA OR THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF FLOODWISE. STREAMLINE DOES NOT WARRANT THAT DEFECTS IN THE DATA WILL BE CORRECTED OR THAT THE DATA WILL MEET CUSTOMER'S EXPECTATIONS OR REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STREAMLINE ALSO DISCLAIMS AND MAKES NO WARRANTY AS TO ANY THIRD PARTY DATA, INCLUDING, WITHOUT LIMITATION, THIRD PARTY DATA PROVIDED BY CUSTOMER OR PROVIDED TO CUSTOMER VIA FLOODWISE. NO ORAL OR WRITTEN ADVICE GIVEN BY STREAMLINE OR AN AUTHORIZED REPRESENTATIVE OF STREAMLINE SHALL CREATE A WARRANTY WITH RESPECT TO FLOODWISE. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER’S USE OF FLOODWISE IS AT CUSTOMER’S OWN DISCRETION AND RISK. Customer acknowledges and agrees that this disclaimer of warranties was specifically bargained for and are acceptable to Customer and that Customer’s willingness to agree to this disclaimer of warranties is material to Streamline’s decision to enter into this Terms of Service. This disclaimer of warranties will be enforceable to the maximum extent permitted by applicable law.

  8. LIMITATION ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITY OF STREAMLINE, IF ANY, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER WITH RESPECT TO FLOODWISE, WHETHER BASED ON BREACH OF CONTRACT, NEGLIGENCE, INFRINGEMENT OF ANY THIRD PARTY RIGHTS, PRODUCT LIABILITY, INDEMNITY, SUBROGATION OR CONTRIBUTION, AND REGARDLESS OF THE LEGAL THEORY, SHALL NOT EXCEED, IN THE AGGREGATE, THE ACTUAL FEES PAID TO STREAMLINE BY CUSTOMER WITH RESPECT TO FLOODWISE DURING THE THEN IMMEDIATELY PAST TWELVE (12) MONTHS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UNDER NO CIRCUMSTANCE WILL STREAMLINE BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF DAMAGES FOR SUBSTITUTE SERVICES, LOSS OF USE, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF PRIVACY, LOSS OF DATA, LOSS OF OPPORTUNITY, OR OTHER INTANGIBLE LOSSES (EVEN IF STREAMLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). STREAMLINE ASSUMES NO RISK AND SHALL BE SUBJECT TO NO LIABILITY FOR DAMAGES OR LOSS RESULTING FROM THE SPECIFIC USE OR APPLICATION MADE OF THE DATA DISPLAYED BY FLOODWISE. Customer acknowledges and agrees that this limitation of liability was specifically bargained for and is acceptable to Customer and that Customer’s willingness to agree to this limitation of liability is material to Streamline’s decision to enter into this Terms of Service. This limitation of liability will be enforceable to the maximum extent permitted by applicable law.

  9. INDEMNIFICATION. Customer shall indemnify, defend and hold Streamline and each of Streamline's members, managers, officers, directors, employees and other representatives (each, an “Indemnified Party”) harmless from and against any and all third party claims, suits, damages, liabilities, costs, and expenses, including reasonable attorneys' fees and court costs (each, a “Claim”), arising out of or relating to (i) the Customer Data provided to FloodWise; (ii) Customer's use of the data displayed through FloodWise; (iii) Customer's performance of Customer's services for third party's; (iv) Customer's breach of the Agreement; or (v) Customer's violation of applicable law.

  10. GENERAL.

    1. Entire Agreement; Amendment. The Agreement, which includes this Terms of Service, the Privacy Policy, and the Acceptable Use Policy (each of which is hereby incorporated into and made a part of the Agreement by this reference), constitutes the entire understanding and agreement between Streamline and Customer with respect to the Agreement and supersedes any and all prior or contemporaneous oral or written communications with respect to the subject matter of this Terms of Service.

    2. Amendments and Modifications. The Agreement may only be amended, changed or modified by a document accepted by both Streamline and Customer; provided, however, Streamline may update this Terms of Service, including, without limitation, the Privacy Policy, at any time and from time to time by posting such updates to FloodWise and either providing notice to the last e-mail address on record for Customer or providing Customer with notice by other similar means, including, without limitation, providing Customer with notice upon Customer's next access of FloodWise. If an update changes how Streamline uses Personal Information or applicable law otherwise requires Customer's consent, then Streamline will also seek Customer's consent prior to such update applying to Customer. Upon providing notice as noted above, updates which do not require Customer consent will be effective regardless of whether Customer's consent is obtained.

    3. No Waiver. No waiver of any provision of the Agreement or any rights or obligations of any Party under the Agreement will be effective, except pursuant to a written instrument signed by the Party or Parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.

    4. Assignment. Customer may not assign or transfer the Agreement or any right, interest or obligation set forth in the Agreement, without the prior written consent of Streamline.

    5. Binding Effect. The Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties and their successors and permitted assigns. The Agreement shall not be construed to give any person other than the Parties any legal or equitable right, remedy or claim under or with respect to the Agreement.

    6. Cumulative Remedies. Except as provided in this Terms of Service, no remedy made available to either Party by any of the provisions of the Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given under the Agreement or now or hereafter existing at law or in equity or by statute or otherwise.

    7. Governing Law, Venue and Jurisdiction. The Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida (without giving effect to principles of conflicts of laws). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. For any legal proceeding or equitable action arising out of or otherwise relating to the Agreement, the Parties hereby expressly consent to the (i) venue of Seminole County, Florida, and each Party hereby expressly waives any objection to such venue based upon forum non-conveniens or otherwise; and (ii) jurisdiction of the state and/or federal courts in and/or for Seminole County, Florida, USA.

    8. Prevailing Party Attorney's Fees. The prevailing party in any legal proceeding or proceeding seeking injunctive relief arising out of or related to the Agreement will be entitled to an award of their reasonable attorney's fees and costs (including, without limitation, all taxable and non-taxable costs, and all fees and costs to determine the amount of fees and costs to be awarded) incurred prior to any such legal proceeding or proceeding seeking injunctive relief, as well as at all levels of trial and appeal.

    9. JURY TRIAL WAIVER. THE PARTIES EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY FOR ANY ACTION OR PROCEEDING ARISING, DIRECTLY OR INDIRECTLY, OUT OF OR RELATING TO THE AGREEMENT. THE PARTIES EACH, ON THEIR OWN BEHALF (I) CERTIFY THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (II) AGREES THAT IT HAS BEEN INDUCED TO ENTER INTO THE AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS WAIVER OF JURY TRIAL.

    10. Irreparable Harm; Injunctive Relief. The Parties acknowledge that any breach of the Agreement will result in irreparable harm to the other Party. Each Party agrees that, the other Party will be entitled to seek injunctive relief for any such breach.

    11. Severability. In the event that any provision of the Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of the Agreement shall remain valid and enforceable according to its terms.

    12. Independent Contractor Status. The Agreement shall not be interpreted as a joint venture or partnership between Streamline and Customer. The Parties acknowledge and agree that the Parties are independent of each other, and each Party is responsible for its own employees, personnel and taxes.

    13. Use of Name. Customer hereby grants Streamline the right to include Customer's name and logo in Streamline's marketing materials as a customer.

    14. Notices. Any notice or other communication required or permitted to be given under the Agreement shall be given in writing and delivered in person, delivered by a nationally-recognized overnight courier service, or by email to the intended recipient at the address specified below and shall be deemed given upon receipt. Either Party may from time to time change its address by giving the other Party notice of the change in accordance with this section.

      • If to Streamline:

        Streamline Technologies, Inc.
        Attention: Legal Department
        1135 East State Road, Suite 3002
        Winter Springs, Florida 32708
        Email: legal@Streamline.tech

      • If to Customer:

        To the address set forth in the Service Agreement

    15. Survival. All payment obligations incurred pursuant to the Agreement and each of the provisions in Sections 2.B, 2.C, 3 through 5, and 7 through 10 of this Terms of Service will survive the expiration or earlier termination of the Agreement.

    16. Counterparts; Electronic Signature and Version. The Agreement may be executed in multiple counterparts, each of which will be deemed an original and of equal force and effect, and all of which taken together shall constitute one and the same instrument. The Agreement may be executed with either a digital signature or via other electronic means. Each Party reserves the right to maintain an executed copy of the Agreement in electronic form only, and each Party hereby agrees that a print-out of such electronic form of the Agreement will be deemed an original for all purposes relating to the enforceability the Agreement.