1. Acceptance of These Terms

These Terms of Service ("Terms") are a binding agreement between First Global Merchants, LLC, doing business as Flockie ("Flockie," "we," "us," or "our"), and the business entity or individual that registers for or uses the Service ("Business," "you," or "your").

You accept these Terms when you create an account, click to accept them, invite staff, make a payment, or otherwise use the Service. If you accept on behalf of a company or other entity, you represent that you have authority to bind it, and "you" refers to that entity. If you do not agree, do not use the Service.

Our Privacy Policy and any plan description we provide are incorporated into these Terms. If they conflict, these Terms control.

2. Definitions

• Service: the Flockie software platform, websites (including www.myflockie.com), mobile applications, APIs, and related support.

• Business Data: all data, content, and files you, your Staff, or your Customers submit to the Service, including Customer personal information.

• Customer: any person who books, registers, purchases from, or communicates with you through the Service, including parents and guardians acting for a minor.

• Staff: your employees, contractors, and other people you authorize to access your account.

• Subscription: your paid or free plan for access to the Service, including its billing period.

• Third-Party Services: products and services not provided by Flockie, such as payment processors, messaging carriers, hosting providers, and integrations.

3. The Service and Flockie's Role

Flockie provides software that helps businesses manage bookings, classes, registrations, staff schedules, inventory, online sales, payments, and customer communications.

Flockie is a software provider only. We are not a party to any transaction, contract, or relationship between you and your Customers or Staff. We do not provide, supervise, or guarantee the classes, activities, services, or goods you offer, and we are not your agent, employer, insurer, payment processor, or merchant of record. You alone are responsible for your offerings, your Customers' safety, and every promise you make to them.

We may add, change, or remove features from time to time. We will not materially reduce the core functionality of a paid Subscription during its current billing period.

4. Eligibility, Accounts, and Staff

• Eligibility: You must be at least 18 years old and operate a business in the United States. The Service is for business use, not personal, family, or household use.

• Accurate information: You must provide true, current, and complete registration and billing information and keep it updated.

• Account security: You are responsible for all activity under your account, including by your Staff. Keep credentials confidential, use strong passwords, enable multi-factor authentication where available, and tell us right away at support@myflockie.com if you suspect unauthorized access.

• Staff: You decide who your Staff are and what permissions they have. You must remove access promptly when someone leaves or changes roles. You are responsible for your Staff's acts and omissions as if they were your own, and for screening, training, supervising, and paying them.

• No sharing or resale: Each login is for one person. You may not sell, sublicense, or share access to the Service except with your own Staff.

• Former Staff: Flockie is not liable for data loss, changes, or unauthorized actions by current or former Staff, or by anyone using your credentials.

5. Acceptable Use

You may use the Service only for lawful business purposes and in line with these Terms. You and your Staff must not:

• send spam, unsolicited bulk messages, or messages without required consent;

• upload or transmit unlawful, fraudulent, defamatory, obscene, infringing, or harmful content, or malware;

• sell prohibited, illegal, or regulated goods (such as weapons, drugs, or tobacco) through the Service;

• probe, scan, or test the vulnerability of the Service, or bypass any security or usage limit;

• copy, modify, reverse engineer, decompile, or create derivative works of the Service, except as law expressly allows;

• scrape, crawl, or extract data from the Service by automated means, other than through our published APIs;

• use the Service to build a competing product, or access it for benchmarking without our written consent;

• impersonate any person or misrepresent your affiliation; or

• use the Service in violation of any law, including consumer protection, privacy, anti-discrimination, and export laws.

We may investigate suspected violations and remove content or suspend accounts as described in Section 13.

6. Your Responsibilities to Your Customers

You are solely responsible for your relationship with your Customers, including:

• Your terms and policies: publishing your own terms, privacy notice, pricing, cancellation, refund, and return policies, and honoring them;

• Notice and consent: giving Customers any notice required by law and obtaining any consent required to collect, use, and share their information through the Service;

• Minors: obtaining verifiable consent from a parent or legal guardian before collecting any information about a child, never allowing a child under 13 to submit information directly, and protecting children in your care;

• Waivers and safety: drafting, collecting, and enforcing any liability waivers, medical forms, or safety policies. Flockie provides storage tools only and does not review or guarantee that any waiver is valid or enforceable;

• Licenses and law: holding all licenses, permits, insurance, and background checks your business requires, and complying with all laws that apply to your business; and

• Customer support: handling Customer questions, complaints, and disputes. Flockie has no obligation to resolve disputes between you and your Customers or Staff.

7. Fees, Billing, and Taxes

• Fees: You agree to pay the fees for your Subscription and any add-ons as shown at signup or in your account.

• Automatic renewal: Subscriptions renew automatically at the end of each billing period (monthly or annual) for the same period, at the then-current price, until you cancel. By subscribing, you authorize us to charge your payment method on file at each renewal.

• Cancellation: You may cancel at any time in your account settings or by emailing support@myflockie.com. Cancellation takes effect at the end of the current billing period, and you keep access until then.

• No refunds: All fees are non-refundable, including for partial periods, unused features, or downgrades, unless required by law or stated otherwise in writing by Flockie.

• Free trials: If you start a free trial, your paid Subscription begins automatically when the trial ends unless you cancel before then.

• Price changes: We may change fees with at least 30 days' notice. New prices apply from your next billing period. If you do not agree, cancel before then.

• Late payment: If a charge fails, we may retry it, and after 14 days' notice we may suspend your account until paid. You are responsible for reasonable costs of collecting overdue amounts.

• Taxes: Fees exclude taxes. You are responsible for all sales, use, and similar taxes, other than taxes on Flockie's income. Businesses in Connecticut acknowledge that the Service may be subject to Connecticut sales tax on computer and data processing services, which we will collect where required.

• Billing disputes: You must raise any billing dispute within 60 days of the charge by emailing support@myflockie.com, or you waive it.

8. Payments, E-Commerce, and Inventory

• Payment processing: Payments from your Customers are processed by third-party payment processors (such as iPOSpays), not by Flockie. To accept payments, you must agree to the processor's own terms, and your relationship with the processor is governed by them. Flockie does not hold, transmit, or control your funds and is not a bank or money transmitter.

• Processor fees: Processor fees and any Flockie platform fees shown in your account are deducted as disclosed.

• Chargebacks and fraud: You are solely responsible for refunds, chargebacks, disputes, reversals, and fraud on your transactions, and for any related fees or penalties.

• Products and inventory: You are solely responsible for the accuracy of product descriptions, pricing, inventory levels, availability, and promotions, and for any errors in them.

• Fulfillment: Flockie is not involved in, and is not responsible for, the shipping, delivery, quality, safety, legality, or fulfillment of any goods or services you sell.

• Refunds and returns: You set and enforce your own refund, return, and cancellation policies. Flockie does not set, review, enforce, or pay refunds to your Customers, and Customer refund requests must go to you.

9. Communications and SMS

You are the sender of every message you send through the Service, and you are solely responsible for its content, timing, and legal compliance.

• Consent: Before sending any text message or email through the Service, you must obtain each recipient's consent as required by law, including prior express written consent for any marketing text, and keep records of that consent for at least 4 years.

• Compliance: You must comply with the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, state telemarketing and texting laws, carrier and CTIA guidelines, and any 10DLC registration requirements.

• Opt-outs: You must include opt-out instructions where required and honor STOP and unsubscribe requests promptly. The Service processes STOP replies automatically, and you must not attempt to override them.

• Quiet hours and content: You must not send messages at times or with content prohibited by law or carrier rules.

• Our rights: We may block, delay, or refuse messages, or suspend messaging, if we believe they violate these Terms, the law, or carrier rules. Carriers may filter messages, and we do not guarantee delivery.

• Transactional messages from Flockie: By creating an account, you agree that we may send you service, billing, and security messages by email or text.

10. Data, Privacy, and Security

• Your ownership: As between you and Flockie, you own your Business Data. You grant Flockie a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Business Data only as needed to provide, secure, support, and improve the Service and as required by law.

• Your responsibility: You represent that you have all rights and consents needed to submit Business Data to the Service and to let us process it under these Terms.

• Processor role: For Customer personal information, you are the controller and Flockie is your processor or service provider, including under the Connecticut Data Privacy Act. These Terms are our data processing agreement. We process Customer personal information to provide the Service, covering the categories of data described in our Privacy Policy, for as long as your account is active. We will (a) process it only on your documented instructions, which are these Terms and your use of the Service; (b) require every person who processes it to keep it confidential; (c) engage subprocessors only under written contracts that protect it at least as well as these Terms, and give you notice and an opportunity to object before adding a new one; (d) delete or return it when your account ends, as described in Section 13, unless the law requires us to keep it; (e) make available the information reasonably needed to show our compliance, and allow reasonable assessments of our practices or provide an independent assessment report instead; and (f) reasonably help you respond to Customer privacy requests and complete data protection assessments. We will not sell it.

• Security: We maintain reasonable administrative, technical, and physical safeguards for Business Data. We will notify you without undue delay after confirming a security breach affecting your Business Data.

• Aggregated data: We may create and use aggregated or de-identified data that does not identify you, your Customers, or any person, for analytics and to improve the Service.

• Backups: You are responsible for exporting and keeping your own copies of important Business Data. Flockie is not a backup or archival service.

• Sensitive data: Do not upload Social Security numbers, full payment card numbers outside our payment tools, full medical records, or other sensitive data the Service does not require.

11. Intellectual Property

• Our property: Flockie and its licensors own all rights in the Service, including its software, design, text, graphics, logos, and the Flockie name and marks. These Terms give you no ownership rights.

• Your license: Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable, revocable right during your Subscription to access and use the Service for your internal business purposes.

• Your marks: You grant us a limited license to display your name, logo, and branding within the Service as needed to provide it to you and your Customers.

• Feedback: If you send us suggestions or feedback, we may use them freely, without obligation or payment to you.

• Copyright complaints: If you believe content on the Service infringes your copyright, email support@myflockie.com with the details required by the Digital Millennium Copyright Act.

12. Third-Party Services and Availability

• Third-Party Services: The Service relies on and may link to Third-Party Services, such as hosting, payment, messaging, and calendar providers. Your use of them is governed by their own terms. Flockie is not responsible for their acts, omissions, availability, security, or fees, and does not endorse them.

• Availability: We aim to keep the Service available but do not guarantee it will be uninterrupted, timely, secure, or error-free. The Service may be unavailable during maintenance, updates, or outages, including outages of Third-Party Services.

• Beta features: Features labeled beta, preview, or early access are provided as-is, may change or end at any time, and are excluded from any commitments in these Terms.

• Force majeure: Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, labor disputes, government action, internet or utility failures, cyberattacks, or third-party provider outages.

13. Term, Suspension, and Termination

• Term: These Terms apply from the moment you first use the Service until your account is closed.

• Termination by you: You may cancel your Subscription at any time as described in Section 7.

• Suspension by us: We may suspend all or part of your access immediately, with notice where practical, if you fail to pay, breach these Terms, create a security, legal, or carrier risk, or if required by law or a Third-Party Service. We will restore access once the issue is resolved.

• Termination by us: We may terminate your account for material breach that you do not cure within 10 days of notice, immediately for fraud, illegal activity, or repeated violations, or for any reason with 30 days' notice. If we terminate for convenience, we will refund any prepaid fees for the unused period.

• Data export: After your account ends, you have 90 days to request an export of your Business Data by emailing support@myflockie.com. After that, we may delete it, except where the law requires us to keep it. Deletion from backups may take up to 90 more days.

• Effect: When your account ends, your right to use the Service stops, and any unpaid fees become due immediately.

• Survival: Sections that by their nature should survive termination will survive, including Sections 6, 7 (unpaid fees), 8, 9, 10, 11, and 14 through 19.

14. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLOCKIE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

FLOCKIE DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT MESSAGES OR REMINDERS WILL BE DELIVERED, OR THAT DATA WILL NOT BE LOST. THE SERVICE IS NOT A SUBSTITUTE FOR YOUR OWN LEGAL, TAX, ACCOUNTING, OR COMPLIANCE ADVICE, AND ANY TEMPLATES OR TOOLS (INCLUDING WAIVER TOOLS) ARE PROVIDED FOR CONVENIENCE ONLY.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

1. FLOCKIE AND ITS MEMBERS, OFFICERS, EMPLOYEES, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THEIR POSSIBILITY.

2. FLOCKIE IS NOT LIABLE FOR ANY CLAIM ARISING FROM DISPUTES BETWEEN YOU AND YOUR CUSTOMERS OR STAFF; YOUR GOODS, SERVICES, CLASSES, OR ACTIVITIES; INJURIES OCCURRING AT OR IN CONNECTION WITH YOUR BUSINESS; MESSAGES YOU SEND; OR THIRD-PARTY SERVICES.

3. FLOCKIE'S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID FLOCKIE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) $100.

These limits apply to every theory of liability, including contract, tort, negligence, and strict liability, and are an essential basis of our pricing. They do not limit liability that cannot be limited by law.

16. Indemnification

You will defend, indemnify, and hold harmless Flockie and its members, officers, employees, agents, and suppliers from all claims, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising from:

• your business, goods, services, classes, or activities, including any injury to a person or property;

• your Business Data, or your collection, use, or sharing of Customer information, including information about minors;

• messages sent through your account, including claims under the TCPA, CAN-SPAM, or state texting laws;

• disputes with your Customers or Staff, including refunds, chargebacks, and employment claims;

• your violation of these Terms or of any law or third-party right; or

• any acts or omissions of your Staff or anyone using your account.

We will notify you of a claim, let you control its defense with counsel reasonably acceptable to us, and give reasonable cooperation at your expense. You may not settle a claim that imposes any obligation or admission on Flockie without our written consent.

17. Disputes and Governing Law

• Informal resolution first: Before filing any claim, you agree to email support@myflockie.com with a description of the dispute and try in good faith to resolve it for at least 30 days.

• Governing law: These Terms are governed by the laws of the State of Connecticut, without regard to its conflict-of-law rules.

• Venue: Any legal action relating to the Service or these Terms must be brought exclusively in the state or federal courts located in Connecticut, and both parties consent to their jurisdiction. Either party may seek injunctive relief in any court to protect its intellectual property or confidential information.

• Individual claims only: To the extent permitted by law, claims may be brought only in an individual capacity, not as a plaintiff or class member in any class, collective, or representative action.

• Jury waiver: EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY.

• Time limit: Any claim must be filed within 1 year after it arises, or it is permanently barred, to the extent permitted by law.

18. Changes to These Terms

We may update these Terms from time to time. We will post the updated Terms with a new "Last updated" date and, for material changes, notify you by email or in-app notice at least 30 days before they take effect. Changes needed for legal compliance or security may take effect sooner. If you continue to use the Service after changes take effect, you accept them. If you do not agree, you must stop using the Service and cancel your Subscription.

19. General Terms

• Entire agreement: These Terms, with the documents incorporated in Section 1, are the entire agreement between you and Flockie about the Service and replace all prior agreements on that subject.

• Assignment: You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets.

• Severability: If any provision is found unenforceable, it will be limited to the minimum extent necessary, and the rest remains in effect.

• No waiver: Our failure to enforce any provision is not a waiver of our right to do so later.

• Relationship: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

• Notices: We may give you notice by email to your account address or through the Service. You must send notices to support@myflockie.com.

• Electronic agreement: You agree that these Terms and all notices may be provided and accepted electronically and that electronic acceptance has the same effect as a signature.

• Export: You will not use the Service in violation of U.S. export or sanctions laws.

• No third-party beneficiaries: These Terms do not give any rights to third parties, including your Customers or Staff.

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