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Privacy Policy

This Privacy Policy describes how we – InsightOnline (Pty) Ltd , the entity owning and operating the Flex product (together with its affiliates companies – “IO”, “Flex”,“us”, “we” or “our”) collect, store, use and disclose personal data regarding individuals (“you”) who: (i) visit or otherwise interact with our websites (“Visitors”), available at flexonline.io, or any other website, webpage, e-mail, text message or online ad under our control(collectively – “Sites”); (ii) use our cloud-based learning management system and content management system via the Sites, or the Flex desktop or mobile applications, add ons or extensions (the “Users”; and together with the Sites – the “Service”).As a Flex customer, you recognise that it is your responsibility to post a privacy policy on your Flex Sites that complies with the laws applicable to your business, if you are required to do so. You also agree to obtain consent from your users for the use and access of their Personal Information by Flex and other third parties when required.If you are collecting any sensitive Personal Information/Personal Data from your users (for example and including information relating to medical or health conditions, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, or sexuality), you agree to obtain affirmative, express consent from your users for the use and access of sensitive Personal Information by Flex and other third parties.Your privacy is important to us, and we are strongly committed to making our practices regarding your personal data, and that of your users, more transparent and fairer. Please read this Privacy Policy carefully and make sure that you fully understand and agree to it.You are not legally required to provide us with any Personal Data (defined below) and may do so (or avoid doing so) at your own free will.If you do not wish to provide us with such Personal Data, or to have it processed by us or any of our Service Providers (defined below), please simply do not enter our Sites or use our Service. You may also choose not to provide us with “optional” Personal Data, but please keep in mind that without it we may not be able to provide you with the full range of our services or with the best user experience when using our Service.This Privacy Policy forms part of our Terms of Service (“Terms”). Any capitalised but undefined term in this Privacy Policy shall have the meaning given to it in the Terms.  By signing this agreement, Customer agrees to have this Privacy Policy enforced on Customer’s Sites, subjecting all Users, including Customer’s Users, to this Privacy Policy along with the Customer’s own Privacy Policy.  Specifically, this Privacy Policy describes our practices regarding:

Privacy Policy
1.  What is Personal Data/Personal Information?
2.  Data Collection
3.  Data Uses
4.  Data Location & Retention
5.  DataSharing
6.  Cookies and Tracking Technologies
7. Communications
8.  DataSecurity
9. Data Subject Rights
10.  DataController/Processor
11.  Additional Notices
12.  Information OfficerMatters (POPIA)

1.  What is Personal Data/Personal Information?

Personal information refers to any information that identifies a customer or specifically relates to a customer. Personal information includes, but is not limited to, the following information about a customer:
·    marital status(married, single, divorced); national origin; age; language; birth; education;
·    financial history(e.g. income, expenses, obligations, assets and liabilities or buying, investing, lending, insurance, banking and money management behaviour or goals and needs based on, amongst others, account transactions);
·    employment history and current employment status (for example when a customer applies for credit);
·    gender or sex (for statistical purposes as required by the law);
·    identifying number(e.g. an account number, identity number or passport number);
·    e-mail address; physical address (e.g. residential address, work address or physical location);telephone number;
·    information about a customer’s location (e.g. geolocation or GPS location);·    online identifiers; social media profiles;
·    biometric information (e.g. fingerprints, signature or voice);
·    race (for statistical purposes as required by the law);
·    physical health; mental health; wellbeing; disability; religion; belief; conscience; culture;
·    medical history(e.g. HIV/AIDS status); criminal history; employment history;
·    personal views, preferences and opinions;
·    confidential correspondence; or
·    another’s views or opinions about a customer and a customer’s name also constitute personal information.

Depending on the applicable law of the country, a juristic entity (like a company) may also have personal information which is protectable in law and which may be processed in terms of this notice. There is also a category of personal information called special personal information, which includes the following personal information about a customer:

·    religious and philosophical beliefs (for example where a customer enters a competition and is requested to express a philosophical view);
·    race (e.g. where a customer applies for a solution where the statistical information must be recorded);
·    ethnic origin;
·    trade union membership;
·    political beliefs;
·    health including physical or mental health, disability and medical history (e.g. where a customer applies for an insurance policy);
·    biometric information (e.g. to verify a customer’s identity); or criminal behaviour where it relates to the alleged commission of any offence or the proceedings relating to that offence.

2.  Data Collection

Personal information refers to any information that identifies a customer or specifically relates to a customer. Personal information includes, but is not limited to, the following information about a customer:

·    marital status(married, single, divorced); national origin; age; language; birth; education;
·    financial history(e.g. income, expenses, obligations, assets and liabilities or buying, investing, lending, insurance, banking and money management behaviour or goals and needs based on, amongst others, account transactions);
·    employment history and current employment status (for example when a customer applies for credit);
·    gender or sex (for statistical purposes as required by the law);
·    identifying number(e.g. an account number, identity number or passport number);
·    e-mail address; physical address (e.g. residential address, work address or physical location);telephone number;
·    information about a customer’s location (e.g. geolocation or GPS location);
·    online identifiers; social media profiles;
·    biometric information (e.g. fingerprints, signature or voice);
·    race (for statistical purposes as required by the law);
·    physical health; mental health; wellbeing; disability; religion; belief; conscience; culture;
·    medical history(e.g. HIV/AIDS status); criminal history; employment history;
·    personal views, preferences and opinions;
·    confidential correspondence; or
·    another’s views or opinions about a customer and a customer’s name also constitute personal information.

Depending on the applicable law of the country, a juristic entity (like a company) may also have personal information which is protectable in law and which may be processed in terms of this notice. There is also a category of personal information called special personal information, which includes the following personal information about a customer:

·    religious and philosophical beliefs (for example where a customer enters a competition and is requested to express a philosophical view);
·    race (e.g. where a customer applies for a solution where the statistical information must be recorded);
·    ethnic origin;
·    trade union membership;
·    political beliefs;
·    health including physical or mental health, disability and medical history (e.g. where a customer applies for an insurance policy);
·    biometric information (e.g. to verify a customer’s identity); or criminal behaviour where it relates to the alleged commission of any offence or the proceedings relating to that offence.

3. Data Uses

We use Personal Data to provide, improve and secure our Service; for analytics, marketing and sales purposes; to comply with applicable laws; and to support our legitimate interests.

We use Personal Data as necessary for the performance of our Service; to comply with our legal and contractual obligations; and to support our legitimate interests in maintaining and improving our Service, e.g. in understanding how our Service are used and how our campaigns are performing, and gaining insights which help us dedicate our resources and efforts more efficiently; in marketing, advertising and selling our Service to you and others; providing customer service and technical support; and protecting and securing our Users, Customers, Visitors, ourselves and our Service.

If you reside or are using the Service (i) in a territory governed by privacy laws which determine that “consent” is the only or most appropriate legal basis for processing Personal Data (in general, or specifically with respect to the types of Personal Data you choose to share via the Service), your acceptance of our Terms and of this Privacy Policy will be deemed as your consent to the processing of your Personal Data for all purposes detailed in this Privacy Policy. If you wish to revoke such consent, please contact us by email at Legal Contact Us

Specifically, we use Personal Data for the following purposes:

- To facilitate, operate, and provide our Service;
- To authenticate the identity of our Users, and to allow them to access our Service;
- To provide our Visitors, Users and Customers with assistance and support;
- To gain a better understanding on how Visitors and Users evaluate, use and interact with our Service, and how we could improve their and others’ user experience, and continue improving our products, offerings and the overall performance of our Service;
- To facilitate and optimise our marketing campaigns, ad management and sales operations, and to manage and deliver advertisements for our products and services more effectively, including on other websites and applications. Such activities allow us to highlight the benefits of using our Service, and thereby to increase your engagement and overall satisfaction with our Service. This includes contextual, behavioural and interests-based advertising based on the Visitor’s or User’s activity, preferences or other data available to us or to our Service Providers and business partners;
- To explore and pursue growth opportunities by facilitating a stronger local presence and tailored experiences, including through partnerships with local distributers, resellers and providers of professional services related to our Service; To contact our Visitors, Users and Customers (whether existing or prospective) with general or personalised service-related messages, as well as promotional messages that may be of specific interest to them (as further described in Section ‎6 below);
- To facilitate, sponsor and offer certain events, contests and promotions;
- To publish your feedback and submissions to our public forums and blogs;
- To support and enhance our data security measures, including for the purposes of preventing and mitigating the risks of fraud, error or any illegal or prohibited activity;
- To create aggregated statistical data, inferred non-personal data or anonymised or pseudonymised data (rendered non-personal), which we or our business partners may use to provide and improve our respective services, or for any other purpose; and
- To comply with applicable laws and regulations.

In respect of Personal Data we obtain from Google OAuth API Scopes, used in our integration with certain Google services (the “IntegratedGoogle Services”), our use of such Personal Data and data aggregated, anonymised, or derived therefrom (the “Restricted Personal Data”), is limited to the following:
- Facilitating, operating, supporting, providing and improving the Integrated Google Service;
- Troubleshooting or security purposes (such as investigating a bug or abuse);
- Compliance with applicable law and regulations;
- For our internal operations, provided that the Restricted Personal Data (including derivations thereof) have been aggregated and anonymised;
- Transfer of the Restricted Personal Data to third parties: (1) in accordance with this Privacy Policy, solely to the extent necessary to provide or improve the Integrated Google Services; (2) to comply with applicable laws and regulations; and (3) in connection with any change in control, including by means of merger, acquisition or purchase of substantially all of Flex’s assets;
or
- In strict accordance with your affirmative agreement.

We do not sell your personal information for the intents and purposes of the California Consumer Privacy Act(CCPA) or Protection of Personal Information Act (POPIA)

4.  Data Location & Retention

We store your data in multiple locations around the world, for as long as necessary in accordance with our reasonable business needs (as necessary for the performance of our Service or for supporting and exercising our legitimate interests); and in accordance with our legal obligations.

Data Location
: We and our authorised Service Providers (defined below) maintain, store and process Personal Data in the United States, the European Union, the UnitedKingdom, the Republic of South Africa and other locations as reasonably necessary for the proper performance and delivery of our Service, or as may be required by law.

Insight Online (Pty Ltd) the entity owning and operating the Flex product/service, is headquartered in South Africa, a jurisdiction which is considered by the European Commission to be offering an adequate level of protection for the Personal Data of EU Member State residents. While privacy laws may vary between jurisdictions, Flex, its affiliates and Service Providers are each committed to protect Personal Data in accordance with this Privacy Policy, customary industry standards, and such appropriate lawful mechanisms and contractual terms requiring adequate data protection, regardless of any lesser legal requirements that may apply in the jurisdiction from which such data originated.

Notwithstanding the foregoing, Customer Data may only be processed in such locations as permitted in our Data Processing Addendum and other commercial agreements with such Customer.

Data Retention: We will retain your Personal Data for as long as it is reasonably necessary in order to maintain and expand our relationship and provide you with our Service and offerings; in order to comply with our legal and contractual obligations; or to protect ourselves from any potential disputes (i.e. as required by laws applicable to log-keeping, records and bookkeeping, and in order to have proof and evidence concerning our relationship, should any legal issues arise following your discontinuance of use), all in accordance with our data retention policy. Please note that except as required by applicable law or our specific agreements with you, we will not be obligated to retain your Personal Data for any particular period, and we are free to securely delete it or restrict access to it for any reason and at any time, with or without notice to you. If you have any questions about our data retention policy, please contact us by e-mail at Legal Contact Us

5.  Data Sharing

We share your data (& feedback)with our Service Providers; our Customers; within our group; in accordance with legal compliance and amongst Users on your shared boards.

Legal Compliance
:

In exceptional circumstances, we may disclose or allow government and law enforcement officials access to your Personal Data, in response to a subpoena, search warrant or court order (or similar requirement), or in compliance with applicable laws and regulations. Such disclosure or access may occur if we believe in good faith that: (a) we are legally compelled to do so; (b)disclosure is appropriate in connection with efforts to investigate, prevent, or take action regarding actual or suspected illegal activity, fraud, or other wrongdoing; or (c) such disclosure is required to protect the security or integrity of our products and services.

Service Providers:

We may engage selected third party companies and individuals to perform services complementary to our own. Such service providers include providers ofThird Party Services (as defined in the Terms), hosting and serverco-location services, communications and content delivery networks (CDNs), data and cyber security services, billing and payment processing services, fraud detection and prevention services, web analytics, e-mail distribution and monitoring services, session or activity recording services, remote access services, performance measurement, data optimisation and marketing services, social and advertising networks, content providers, e-mail, voicemails, support and customer relation management systems, resellers, distributors and providers of professional services related to our Service, and our legal, compliance and financial advisors (collectively, “Service Providers“).

These Service Providers may have access to yourPersonal Data, depending on each of their specific roles and purposes in facilitating and enhancing our Service, and may only use it for such limited purposes as determined in our agreements with them. When our Service Providers contact you in order to offer or promote our Service, they may additionally interest you in their own services. Should you decide to engage in such activities with Flex’s Service Providers, please note that such engagement is beyond the scope of Flex’s Terms and Privacy Policy and will therefore be covered by our Service Provider’s terms and privacy policy.Our Service Providers shall be deemed as ‘DataProcessors’ in circumstances where Flex assumes the role of ‘Data Controller’;and where Flex acts as the Data Processor for our Customer, the ServiceProvider shall be deemed our ‘Sub-Processor’ (as further described in Section ‎9below). A list of Flex’s Sub-Processors is available here.

Third Party Websites and Services:

Our Service also includes links to third party websites, and integrations withThird Party Services (as defined in the Terms). Such websites and Third PartyServices, and any information you process, submit, transmit or otherwise use with such websites and Third Party Services, are governed by such third party’s terms and privacy practices and policies, and not by this Privacy Policy. We encourage you to carefully read the terms and privacy policies of such website and Third Party Services.

Sharing Personal Data with our Customers and other Users:

We may share yourPersonal Data with the Customer owning the Account to which you are subscribed as a User (including data and communications concerning your User Profile). In such cases, sharing such data means that the Account’s Admin(s) may access it on behalf of the Customer, and will be able to monitor, process and analyse your Personal Data. This includes instances where you may contact us for help in resolving an issue specific to a team of which you are a member (and which is managed by the same Customer).

Sharing your Feedback or Recommendations:

If you submit a public review or feedback, note that we may (at our discretion) store and present your review to other users of our Sites and Service (including other Customers). If you wish to remove your public review, please contact us at Legal Contact Us .If you choose to send others an e-mail or message inviting them to use theService, we will use the contact information you provide us to automatically send such invitation e-mail or message on your behalf. Your name and e-mail address may be included in the invitation e-mail or message.

Community Forum

Our Sites include public blogs or forums, such as Flex Community. Any information you submit on these forums, blogs and communities – including profile information associated with the Account you use to post the information – maybe read, collected, and used by others who access these Sites. Due to the nature of such public forums, your posts and certain profile information may remain visible to all even after you terminate your Account. To request removal of your information from publicly accessible Sites operated by us, please contact us as provided in Section ‎10 below. In some cases, we may not be able to remove your information, in which case we will let you know if we are unable to and why.

Protecting Rights and Safety:

We may share your Personal Data with others if we believe in good faith that this will help protect the rights, property or personal safety of Flex, any of our Users or Customers, or any members of the general public.

Flex Subsidiaries and AffiliatedCompanies:

We may share Personal Data internally within our group, for the purposes described in this Privacy Policy.In addition, should Flex or any of its subsidiaries or affiliates undergo any change in control, including by means of merger, acquisition or purchase of substantially all of its assets, your Personal Data may be shared with the parties involved in such an event. If we believe that such change in control might materially affect your Personal Data then stored with us, we will notify you of this event and the choices you may have via e-mail or prominent notice on our Service.

For the avoidance of doubt, Flex may share your Personal Data in additional manners, pursuant to your explicit approval, or if we are legally obligated todo so, or if we have successfully rendered such data non-personal and anonymous. We may transfer, share or otherwise use non-personal data at our sole discretion and without the need for further approval.

6. Cookies and Tracking Technologies

We and our Service Providers use cookies and other technologies for performance, tracking, analytics and personalisation purposes.

Our Sites and Service (including some of our Service Providers) utilise “cookies”, anonymous identifiers, container tags and other technologies in order for us to provide our Service and ensure that it performs properly, to analyse our performance and marketing activities, and to personalise your experience. Such cookies and similar files or tags may also be temporarily placed on your device. Certain cookies and other technologies serve to recall Personal Data, such as an IP address, previously indicated by a User.To learn more about our practices concerning cookies and tracking, please see our Cookie Policy.

Please note that we do not change our practices in response to a “Do Not Track” signal in the HTTP header from a browser or mobile application, however, most browsers allow you to control cookies, including whether or not to accept them and how to remove them. You may set most browsers to notify you if you receive a cookie, or to block or remove cookies altogether.

7.  Communications

We engage in service and promotional communications, through e-mail, phone, SMS and notifications.

Service Communications
:

We may contact you with important information regarding our Service. For example, we may send you notifications (through any of the means available to us) of changes or updates to our Service, billing issues, service changes, log-in attempts or password reset notices, etc. Our Customers, and other Users on the same Account, may also send you notifications, messages and other updates regarding their or your use of the Service. You can control your communications and notifications settings from your User Profile settings.However, please note that you will not be able to opt-out of receiving certain service communications which are integral to your use (like password resets or billing notices).

Promotional Communications:

We may also notify you about new features, additional offerings, events and special opportunities or any other information we think our Users will find valuable. We may provide such notices through any of the contact means available to us (e.g. phone, mobile or e-mail), through the Service, or through our marketing campaigns on any other sites or platforms. If you do not wish to receive such promotional communications, you may notify Flex at any time by sending an e-mail to Legal Contact Us , changing your communications preferences in your User Profile settings, orby following the “unsubscribe”, “stop”, “opt-out” or “change e-mail preferences” instructions contained in the promotional communications you receive.

8.  Data Security

We secure your Personal Data using industry-standard physical, procedural and technical measures.

In order to protect your Personal Data held with us, we are using industry-standard physical, procedural and technical security measures, including encryption as appropriate. However, please be aware that regardless of any security measures used, we cannot and do not guarantee the absolute protection and security of any Personal Data stored with us or with any third parties as described in Section 4 above.

9. Data Subject Rights

Individuals have rights concerning their Personal Data. You may exercise your rights by contacting us or your Account Admin.

If you wish to exercise your rights under any applicable law, including the EU General Data Protection Regulation (GDPR) or the California Consumer Privacy Act (CCPA), or Protection of PersonalInformation Act No.4 of 2013 (POPIA) such as the right to request access to, and rectification or erasure of your Personal Data held with Flex, or to restrict or object to such Personal Data’s processing, or to port such Personal Data, or the right to equal services and prices (each to the extent available to you under the laws which apply to you) – please contact us at Legal Contact Us

Please note that once you contact us by e-mail, we may instruct you on how to fulfil your request independently through your UserProfile settings; or may require additional information and documents, including certain Personal Data, in order to authenticate and validate your identity and to process your request. Such additional data will be then retained by us for legal purposes (e.g. as proof of the identity of the person submitting the request), in accordance with Section 3 above.

If you would like to make any requests or queries regarding Personal Data we process on your Account owner’s (our Customer’s) behalf, please contact the Account’s Admin directly. For example, if you are a User who wishes to access, correct, or delete data processed by Flex on behalf of a Customer, please direct your request to the relevant Customer (who is the“Data Controller” of such data – see Section ‎9).

10.  Data Controller/Processor

We are the Controller of ourVisitors’ and Customers’ Personal Data, and certain types of User Data; we are the Processor of any Personal Data contained in Customer Data, and of User Data processed on behalf of our Customer.

Certain data protection laws and regulations, such as the GDPR or the CCPA or the POPIA, typically distinguish between two main roles for parties processing Personal Data: the “Data Controller” (or under theCCPA, “business”; or under the POPIA, “responsible party”), who determines the purposes and means of processing; and the “Data Processor” (or under the CCPA, “service provider”, or under the POPIA, “operator”), who processes the data on behalf of the Data Controller (or business, or responsible party). Below we explain how these roles apply to our Service, to the extent that such laws and regulations apply.

Flex is the “Data Controller” of its Visitors’ and Customers’ Personal Data, as well as User Data consisting of profile and contact details, as well as usage, preferences, engagement and analytics data. With respect to such data, we assume the responsibilities of Data Controller (solely to the extent applicable under law), as set forth in this Privacy Policy. In such instances, our Service Providers processing such data will assume the role of “Data Processor”.

If any of our Users upload or submit Customer Data or other content to our Service which includes Personal Data (e.g., by submitting content or information of their own clients’ in the Flex platform ora course), such data will only be processed by Flex on behalf of our Customer, which is the owner of the respective Account, along with all other User Data processed on such Customer’s behalf.

In such instances, our Customer shall be deemed the“Data Controller” of such data, and Flex will process such data on the Customer’s behalf, as its “Data Processor”, in accordance with its reasonable instructions, subject to our Terms, our Data Processing Addendum with such Customer (to the extent applicable) and other commercial agreements. Flex’s Service Providers shall act as designated Sub-Processors in these instances. The Customer will be responsible for meeting any legal requirements applicable to Data Controllers (such as establishing a legal basis for processing and responding to Data Subject Rights requests concerning the data they control).

11.  Additional Notices

We may update this policy from time to time; we are not responsible for other websites’ or services’ privacy practices; we have appointed a Data Protection Officer. Don’t hesitate to contact our DPO with any questions regarding privacy and data protection!

Updates and Amendments: 

We may update and amend this Privacy Policy from time to time by posting an amended version on our Service. The amended version will be effective as of the date it is published. When we make material changes to this Privacy Policy, we’ll provide Users with notice as appropriate under the circumstances, e.g.,by displaying a prominent notice within the Service or by sending an email.Your continued use of the Service after the changes have been implemented will constitute your acceptance of the changes.

External Links:

While our Service may contain links to other websites or services, we are not responsible for their privacy practices. We encourage you to pay attention when you leave our Service for the website or application of such third parties, and to read the privacy policies of each and every website and service you visit.This Privacy Policy applies only to our Service.

Our Service is not designed to attract children under the age of 16:

We do not knowingly collect Personal Data from children and do not wish to do so. If we learn that a person under the age of 16 is using the Service, we will attempt to prohibit and block such use and will make our best efforts to promptly delete any Personal Data stored with us with regard to such child. If you believe that we might have any such data, please contact us by e-mail at Legal Contact Us.

DPO:

Flex has appointed a dedicated person as our Data Protection Officer (under the POPIA, “information officer”), for monitoring and advising on Flex’s ongoing privacy compliance and serving as a point of contact on privacy matters for data subjects and supervisory authorities. If you have any comments or questions regarding our Privacy Policy, if you have any concerns regarding your privacy, or if you wish to make a complaint about how your personal data is being processed by Flex, you can contact Legal Contact Us or our DPO at Legal Contact Us .

Questions, concerns or complaints:

If you have any comments or questions regarding our Privacy Policy, or if you have any concerns regarding your Personal Data held with us, please contact Flex’s support at Legal Contact Us  or our DPO at Legal Contact Us .If you are a GDPR-protected individual, you also have the right to lodge a complaint with an EU supervisory authority.

12.  Information Officer Matters (POPIA)

Request for information under Promotion of Access to Information Act (PAIA)

The requestor is advised to read the s51 PAIA manual and then to complete the application form and submit it to our information officer via email at Legal Contact Us

Data subject objection to the processing of personal information

A data subject may object to the processing of personal information in writing by completing Form 1 (based on section 11(3)(a) of the POPIA) and submitting such objection to our information officer. The information officer is available to assist the data subject if required in respect of the completion of the said form. The form must be submitted to our information officer via email at Legal Contact Us

Request for correction or deletion of personal information or destroying or deletion of record of personal information

A data subject who wishes to request Flex in terms of section 24(1) of the POPI Act to—
(a) correct or delete the personal information about him or her which is in the possession or under the control of Flex as contemplated in section 24(1)(a) of the POPI Act; or
(b) destroy or delete a record of personal information which Flex is no longer authorised to retain as contemplated in section 24(1)(b) of the POPIA).
The data subject must make the request in writing on Form 2 and submit the request to the information officer.  The information officer is available to assist the data subject if required in respect of the completion of the said form.The form must be submitted to our information officer via email at Legal Contact Us

Request for data subject's consent for processing of personal information for the purpose of direct marketing by means of unsolicited electronic communications

Flex may request a data subject’s consent in writing on Form 4 for the processing of personal information of that data subject for the purpose of direct marketing as contemplated in section 69(2) of POPIA. The data subject is requested to complete this form and to email it to the information officer at Legal Contact Us.

Flex uses certain monitoring and tracking technologies, such as cookies, beacons, pixels, tags,  and scripts (collectively, “Cookies”). These technologies are used in order to provide, maintain, and improve our website and platform (the “Services”),to optimise our offerings and marketing activities,  and to provide our visitors, customers and users (“you”) with a better experience (for example, in order  to track users’ preferences, to better secure our Services, to identify technical issues, and to monitor and improve the overall performance of our Services). 

This Cookie Policy forms part of our Terms of Service (“Terms”). Any capitalised but undefined term in this Cookie Policy shall have the meaning given to it in the Terms.  By signing this agreement, Customer agrees to have this Cookie Policy enforced on Customer’s Sites, subjecting all Users, including Customer’s Users, to this Cookie Policy.

This page contains information on what Cookies are, the types of Cookies used on our Services, how to switch Cookies off in your browser, and some useful links for further reading on the subject. If you are unable to find the information you were looking for, or you have any further questions about the use of Cookies on our Services, please email Legal Contact Us

For more information about our general privacy practices, please visit our Privacy Policy. 

1.  What are Cookies?

Cookies are small text files that are stored through the browser on your computer or mobile device (for example, Google Chrome or Safari). They allow websites to store information like user preferences. You can think of Cookies as providing a so-called memory for the website, so that it can recognise you when you come back and respond appropriately. Cookies are typically classified as either “session cookies” which are automatically deleted when you close your browser or “persistent cookies” which will usually remain on your device until you delete them or they expire

2.  How do we use Cookies? 

Flex uses several different types of Cookies on our website and platform:  

Performance Cookies:

This type of Cookie helps us to secure and better manage the performance of our Services, and remembers your preferences for features found on theServices, so you don’t have to re set them each time you visit. 

Analytics Cookies:

Every time you visit our Services, the analytics tools and services we use generate Cookies which can tell us (so long as they are allowed and not deleted) whether or not you have visited our Services in the past, and provide additional information regarding how visitors and users use our Services (such as how many visitors we have on a certain landing page, how often they visit, or where users tend to click on our Services). Your browser will tell us if you have these Cookies and, if you don’t but do allow new Cookies to be placed, we will typically generate and place new ones. 

Registration Cookies:

When you register and sign into our Services, we generate Cookies that let us know whether you are signed in or not, and maintain your login session. Our servers use these Cookies to work out which account on our Services you are signed into and if you are allowed access to a particular area or feature on such account. While you are signed into our Services, we combine information from your Registration Cookies with Analytics Cookies, which we could use to learn, for example, which pages you have visited. 

Marketing & Advertising Cookies: 

These Cookies allow us to know whether or not you’ve seen an ad or a type of ad online, how you interacted with such an ad, and how long it has been since you’ve seen it. We also use Cookies to help us with targeted advertising. We may use Cookies set by another organisation, so we can more accurately target advertisements to you.We also set Cookies on certain other sites that we advertise on. If you receive one of those Cookies, we may use it to identify you as having visited that site and viewing our ad there, if you later visit our Services.  We can then target our advertisements based on this information. 

Third-Party Integration Cookies:

On some pages of our Services, other organisations may also set their own Cookies. They do this to enable and improve the performance and interoperability of their applications, features or tools that are integrated with our Services, to track their performance, or to customise their services for you.  

3.  How can you turn Cookies off (or remove them)?

All modern web browsers allow you to change yourCookie settings. You can usually find these settings in the ‘Options’ or‘Preferences’ menu of your browser. In order to understand these settings, the following links to ‘cookies’ help pages may be helpful or you can use the‘Help’ option in your browser for more details.
 
Disable Cookies in Internet Explorer  >> Click here
Disable Cookies in Chrome >> Click     here
Disable Cookies in Safari >> Click here
Disable Cookies in FireFox >> Click here
Disable Cookies in Safari IOS >> Click     here
Disable Cookies in Google Android  >> Click here

If you are primarily concerned about third-partyCookies generated by advertisers, and you live in the USA, Canada orEurope, you can also opt out from the collection of your data by our advertising partners who participate in the Digital Advertising Alliance. Opt-out by visiting:
 
∙ http://www.aboutads.info/choices (for U.S.users) 
∙ https://youradchoices.ca/en/tools (for Canadian users)  
∙ https://www.youronlinechoices.eu/ (for European users) 

In addition, on your mobile device (e.g., iPhone, iPad or Android), you can change your device settings to control whether you see online interest-based ads. 

4. Useful links

To find out more about Cookies and their use on theInternet, you may find the following websites useful: 

- www.allaboutcookies.org 
- https://www.youronlinechoices.com/uk/ 

5. “Do Not Track” Signals 

Some web browsers may transmit “Do Not Track” signals to websites with which the browser communicates, telling the website not to follow its online movements. Because of differences in how web browsers interpret this feature and send those signals, and lack of standardisation, it is not always clear whether visitors and users intend for these signals to be transmitted or whether they are even aware of them. Therefore, as many other reputable websites and online platforms, we currently do not respond  to such “Do Not Track” signals. 

Data Processing Addendum

This DataProcessing Addendum (“DPA”) forms part of the Flex Terms of Service, or other agreement governing the use of Flex’s services (“Agreement”)entered by and between you, the Customer (as defined in the Agreement) (collectively, “you”, “your”,“Customer”), and Insight Online (Pty) Ltd, the entity owning and operating the Flex product  (“IO”,“Flex”, “us”, “we” or “our”) to reflect the parties’ agreement with regard to the Processing of Personal Data by Flex solely on behalf of the Customer. Both parties shall be referred to as the “Parties” and each, a “Party”. Capitalised terms not defined herein shall have the meanings assigned to such terms in theAgreement. By using the Service, Customer accepts this DPA and you represent and warrant that you have full authority to bind the Customer to this DPA. If you cannot, or do not agree to, comply with and be bound by thisDPA, or do not have authority to bind the Customer or any other entity, please do not provide Personal Data to us.In the event of any conflict between certain provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail over the conflicting provisions of the Agreement solely with respect to the Processing of Personal Data.

This DPA consists of the following parts:
Data Processing Addendum
1. Definitions
2. Processing Of Personal Data
3. Rights Of Data Subject
4. Processor Personnel
5. Sub-Processors
6. Security
7. Data Incident Management And Notification
8. Return And Deletion Of Personal Data
9. Cross-Border Data Transfers
10. Authorised Affiliates
11. Other Provisions
Annexure 1 – Details Of The Processing 

1.  Definitions

1.1.1. “Affiliate” 
means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.“Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.1.2. “Authorised Affiliate” 
means any of Customer’s Affiliate(s) which is explicitly permitted to use the Service pursuant to the Agreement betweenCustomer and Flex, but has not signed its own agreement with Flex and is not a“Customer” as defined under the Agreement.

1.1.3. “CCPA” 
means the California Consumer Privacy Act of 2018,Cal. Civ. Code §§ 1798.100 et. seq.

1.1.4. The terms“Controller”, “Data Subject”, “Member State”, “Processor”, “Processing” and“Supervisory Authority” 
shall have the same meaning as in the GDPR. The terms “Business”, “Business Purpose”, “Consumer” and “Service Provider” shall have the same meaning as in the CCPA.  The terms “Responsible Party”,“Data Subject”, “Processing” and “Operator” shall have the same meaning as in the POPIA.

1.1.5. For the purpose of clarity within this DPA “Controller” 
shall also mean “Business” or “Responsible party”,and “Processor” shall also mean “Service Provider” or “Operator”. In the same manner, Processor’s Sub-processor shall also refer to the concept of ServiceProvider or Operator. 

1.1.6. “Data ProtectionLaws” 
means all privacy and data protection laws and regulations, including such laws and regulations of the European Union, theEuropean Economic Area and their Member States, Switzerland, the United Kingdom, the United States of America and the Republic of South Africa, as applicable to the Processing of Personal Data under the Agreement.

1.1.7. “Data Subject” 
means the identified or identifiable person to whom the Personal Data relates. 

1.1.8. “GDPR” 
means the Regulation (EU) 2016/679 of the EuropeanParliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

1.1.9. “Personal Data” or “Personal Information” 
means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, to or with an identified or identifiable natural person or Consumer (as defined in the CCPA), which is processed by Flex solely on behalf of Customer, under this DPA and the Agreement between Customer and Processor.

1.1.10. “POPIA”
means the Protection of Personal Information Act 4of 2013 (POPIA) and the Promotion of Access to Information Act 2 of 2000 (as amended by POPIA) (PAIA), enacted by Parliament of the Republic of South Africa, which promotes the protection of personal information processed by public and private bodies

1.1.11. “Security Documentation” 
means the Security Documentation applicable to theService purchased by Customer, as updated from time to time, and accessible via flexonline.io, or as otherwise made reasonably available by Flex.

1.1.12. “Sub-processor” 
means any third party that Processes Personal Data under the instruction or supervision of Flex.

1.1.13. “Standard Contractual Clauses” 
means the standard contractual clauses and related annexes and appendices (“Flex SCC”), or with respect to onward transfers by Processor to a Sub-processor pursuant to Section C of Annex A of the Flex SCC, also the standard contractual clauses for the transfer of personal data to processors or sub-processors established in third countries, as adopted by the European Commission from time to time under Directive95/46/EC or the GDPR, as applicable.

2.  Processing Of Personal Data

2.1. Roles of the Parties. 

The Parties acknowledge and agree that with regard to the Processing of Personal Data performed solely on behalf of Customer, (i) Customer is the Controller of Personal Data contained in Customer Data (as defined in the Agreement), (ii) Flex is the Processor of such Personal Data contained in Customer Data; (iii) for the purposes of the CCPA (and to the extent applicable), Customer is the “Business” and Flex is the “ServiceProvider” (as such terms are defined in the CCPA), with respect to Processing of Personal Data described in this Section ‎2.1, (iv) for the purposes of the POPIA (and to the extent applicable), Customer is the“Responsible party” and Flex is the “Operator” (as such terms are defined in the POPIA), with respect to Processing of Personal Data described in thisSection 2.1.  The terms “Controller”and “Processor”below hereby signify Customer and Flex, respectively.

2.2. Customer’s Processing of Personal Data. 

Customer, in its use of the Service, and Customer’s instructions to the Processor, shall comply with Data Protection Laws. Customer shall establish and have any and all required legal bases in order to collect, Process and transfer to Processor the Personal Data, and to authorise the Processing by Processor, and for Processor’s Processing activities onCustomer’s behalf, including the pursuit of ‘business purposes’ as defined under the CCPA. 

2.3. Processor’s Processing of Personal Data. 

When Processing solely on Customer’s behalf under the Agreement, Processor shall Process Personal Data for the following purposes: (i) Processing in accordance with the Agreement and this DPA; (ii)Processing for Customer to be able to use the Service; (iii) Processing to comply with Customer’s reasonable and documented instructions, where such instructions are consistent with the terms of the Agreement, regarding the manner in which the Processing shall be performed; (iv) rendering Personal Data fully anonymous, non-identifiable and non-personal; (v) Processing as required under the laws applicable to Processor, provided that Processor shall informCustomer of the legal requirement before Processing, unless that law prohibits such information on important grounds of public interest. Processor shall inform Customer without undue delay if, in Processor’s opinion, an instruction for the Processing of Personal Data given by Customer infringes applicable Data Protection Laws. To the extent that Processor cannot comply with an instruction from Customer, Processor (i) shall inform Customer, providing relevant details of the issue, (ii) Processor may, without liability to Customer, temporarily cease all Processing of the affectedPersonal Data (other than securely storing such data) and/or suspend access to the Account, and (iii) if the Parties do not agree on a resolution to the issue in question and the costs thereof, Customer may, as its sole remedy, terminate the Agreement and this DPA with respect to the affected Processing, andCustomer shall pay to Processor all the amounts owed to Processor or due before the date of termination. Customer will have no further claims against Processor (including, without limitation, requesting refunds for Service) pursuant to the termination of the Agreement and the DPA as described in this paragraph

2.4. Details of the Processing. 

The subject-matter of Processing of Personal Data by Processor is the performance of the Service pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Annex 1 (Details of the Processing) to this DPA.

2.5. CCPA Standard of Care;

NoSale of Personal Information. Processor acknowledges and confirms that it does not receive or process any Personal Information as consideration for any services or other items that Processor provides to Customer under the Agreement. Processor shall not have, derive, or exercise any rights or benefits regarding Personal Information Processed on Customer’s behalf, and may use and disclose Personal Information solely for the purposes for which such Personal Information was provided to it, as stipulated in the Agreement and this DPA. Processor certifies that it understands the rules, requirements and definitions of the CCPA and agrees to refrain from selling (as such term is defined in the CCPA) any Personal Information Processed hereunder, without Customer’s prior written consent, nor taking any action that would cause any transfer of Personal Information to or from Processor under the Agreement or this DPA to qualify as “selling” such Personal Information under the CCPA.

3. Rights Of Data Subject

3.1. Data Subject Requests. 

Processor shall, to the extent legally permitted, promptly notify Customer or refer Data Subject or Consumer, as the case may be, to Customer, if Processor receives a request from a Data Subject or Consumer to exercise their rights (to the extent available to them under applicable law) of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, its right not to be subject to an automated individual decision making, to opt-out of the sale of Personal Information, or the right not to be discriminated against for exercising any CCPA Consumer rights (“Data Subject Request”), and to request consent for processing of Personal Information for the purpose of direct marketing by means of unsolicited electronic communications.  Taking into account the nature of the Processing, Processor shall assist Customer by appropriate technical and organisational measures, insofar as this is possible and reasonable, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws. Processor may refer Data Subject Requests received, and the Data Subjects making them, directly to the Customer for its treatment of such requests.

4. Processor Personnel 

4.1. Confidentiality. 

Processor shall ensure that its personnel engaged in the Processing of Personal Data have committed themselves to confidentiality. 

4.2. Permitted Disclosures. 

Without derogating from Section ‎2.3 above and Section ‎5 below, Processor may disclose and Process the Personal Data (a) to the extent required by a court of competent jurisdiction or other competent governmental or semi-governmental authority, or (b) otherwise as required by applicable Data Protection Laws (in such a case, Processor shall inform the Customer of the legal requirement before the disclosure, unless legally prohibited from doing so), or (c) on a “need-to-know” basis under an obligation of confidentiality to its legal counsel(s), data protection advisor(s) and accountant(s).

5. Sub-Processors

5.1. Appointment of Sub-processors. Customer acknowledges and agrees that (a) Processor’s Affiliates may be retained as Sub-processors; and (b) Processor and Processor’s Affiliates may each engage third-party Sub-processors in connection with the provision of the Service. 

5.2. List of Current Sub-processors and Notification of New Sub-processors. 

5.2.1. Processor makes available to Customer the current list of Sub-processors used by Processor to process Personal Data via flexonline.io/terms/subprocessors. 

Such Sub-processor list includes the identities of those Sub-processors and the entity’s country (“Sub-Processor List”).The Sub-Processor List as of the date of first use of the Service by Customer is hereby deemed authorised, upon first use of the Service. Customer may reasonably object to Processor’s use of an existing Sub-processor by providing a written objection to Legal Contact Us .In the event Customer reasonably objects to an existing Sub-processor, as permitted in the preceding sentences, Customer may, as a sole remedy, terminate the applicable Agreement and this DPA with respect only to those Service which cannot be provided by Processor without the use of the objected-toSub-processor by providing written notice to Processor provided that all amounts due under the Agreement before the termination date with respect to theProcessing at issue shall be duly paid to Processor. Customer will have no further claims against Processor due to (i) past use of approved Sub-processors prior to the date of objection or (ii) the termination of the Agreement (including, without limitation, requesting refunds) and the DPA in the situation described in this paragraph.

5.2.2. Processor’s webpage accessible via flexonline.io/terms/subprocessors offers a mechanism to subscribe to notifications of new Sub-processors used to Process Personal Data, to which Customer shall subscribe, and when Customer subscribes, Processor shall provide notification of any new Sub-processor(s) before authorising such new Sub-processor(s) to Process Personal Data in connection with the provision of the Service.

5.3. Objection Right for New Sub-processors. 

Customer may reasonably object to Processor’s use of a new Sub-processor, for reasons relating to the protection of Personal Data intended to be Processed by such Sub-processor, by notifying Processor promptly in writing within three (3) business days after receipt of Processor’s notice in accordance with the mechanism set out in Section ‎5.2.2. Such written objection shall include those reasons for objecting to Processor’s use of such new Sub-processor. Failure to object to such new Sub-processor in writing within three (3) business days following Processor’s notice shall be deemed as acceptance of the new Sub-Processor. In the event Customer reasonably objects to a new Sub-processor, as permitted in the preceding sentences, Processor will use reasonable efforts to make available to Customer a change in the Service or recommend a commercially reasonable change to Customer’s configuration or use of the Service to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer. If Processor is unable to make available such change within thirty (30) days,Customer may, as a sole remedy, terminate the applicable Agreement and this DPA with respect only to those Service which cannot be provided by Processor without the use of the objected-to new Sub-processor, by providing written notice to Processor. All amounts due under the Agreement before the termination date with respect to the Processing at issue shall be duly paid to Processor. Until a decision is made regarding the new Sub-processor, Processor may temporarily suspend the Processing of the affected Personal Data and/or suspend access to the Account. Customer will have no further claims against Processor due to the termination of the Agreement (including, without limitation, requesting refunds) and/or the DPA in the situation described in this paragraph.

5.4. Agreements with Sub-processors. 

Processor or a Processor’s Affiliate has entered into a written agreement with each Sub-processor containing appropriate safeguards to the protection of Personal Data. Where Processor engages a new Sub-processor for carrying out specific Processing activities on behalf of the Customer, the same or materially similar data protection obligations as set out in this DPA shall be imposed on such new Sub-processor by way of a contract, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the GDPR. Where the new Sub-processor fails to fulfil its data protection obligations, Processor shall remain fully liable to the Customer for the performance of the new Sub-processor’s obligations.

6. Security

6.1. Controls for the Protection of Personal Data. 

Processor shall maintain industry-standard technical and organisational measures for protection of Personal Data Processed hereunder (including protection against unauthorised or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorised disclosure of, or access to, Personal Data), confidentiality and integrity of Personal Data, including those measures set forth in the SecurityDocumentation, as may be amended from time to time. Upon the Customer’s reasonable request, Processor will assist Customer, at Customer’s cost, in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the processing and the information available to Data Processor.

6.2. Audits and Inspections. 

Upon Customer’s 14 days prior written request at reasonable intervals (no more than once every 12 months), and subject to strict confidentiality undertakings by Customer, Processor shall make available to Customer that is not a competitor of Processor (or Customer’s independent, reputable, third-party auditor that is not a competitor of Processor and not in conflict with Processor, subject to their confidentiality and non-compete undertakings) all information necessary to demonstrate compliance with this DPA and allow for and contribute to audits, including inspections, conducted by them (provided, however, that such information, audits, inspections and the results therefrom, including the documents reflecting the outcome of the audit and/or the inspections, shall only be used by Customer to assess compliance with this DPA, and shall not be used for any other purpose or disclosed to any third party without Processor’s prior written approval. Upon Processor’s first request, Customer shall return all records or documentation in Customer’s possession or control provided by Processor in the context of the audit and/or the inspection). Customer shall be fully responsible for bearing all the costs and expenses arising from or related to this Section. If and to the extent that the Standard Contractual Clauses apply, nothing in this Section 6.2 varies or modifies the Standard Contractual Clauses nor affects any supervisory authority’s or data subject’s rights under the Standard Contractual Clauses.

8. Return And Deletion Of Personal Data

Upon termination of the Agreement and subject thereto, Processor shall, at the choice of Customer (indicated through theService or in written notification to Processor), delete or return to Customer all the Personal Data it Processes solely on behalf of the Customer in the manner described in the Agreement, and Processor shall delete existing copies of such Personal Data unless Data Protection Laws require or authorise the storage of the Personal Data. To the extent authorised or required by applicable law, Processor may also retain one copy of the Personal Data solely for evidence purposes and/or for the establishment, exercise or defense of legal claims and/or for compliance with legal obligations. 

9. Cross-Border Data Transfers

9.1. Transfers from the EEA, Switzerland and the United Kingdom to countries that offer adequate level or data protection. 

Personal Data may be transferred from EU Member States, the three EEA member countries (Norway, Liechtenstein and Iceland)(collectively, “EEA”), Switzerland and the United Kingdom (“UK”)to countries that offer an adequate level of data protection under or pursuant to the adequacy decisions published by the relevant data protection authorities of the EEA, the European Union, the Member States or the European Commission, or Switzerland or the UK as relevant (“Adequacy Decisions”), as applicable, without any further safeguard being necessary.

9.2. Transfers to other countries. 

If the Processing of Personal Data by Processor includes transfers (either directly or via onward transfer) from the EEA, Switzerland and/or the UK to other countries which have not been subject to a relevant Adequacy Decision, and such transfers are not performed through an alternative recognised compliance mechanism as may be adopted by Processor for the lawful transfer of personal data (as defined in the GDPR) outside the EEA, Switzerland or the UK, as applicable, then the Standard Contractual Clauses shall apply. 

Where the transfer of Personal Data is made subject to the Standard Contractual Clauses, the “Data Importer” thereunder shall be either the Processor or its Sub-processor, as the case may be and as determined by Processor, and the “Data Exporter” shall be the Controller of such PersonalData. If necessary, Processor will ensure that its Sub-processor enters intoStandard Contractual Clauses with Customer directly, and in such case Customer hereby gives Processor an instruction and mandate to sign the Standard Contractual Clauses with any such Sub-processor in Customer’s name and on behalf of Customer. The Standard Contractual Clauses will not apply to Personal Data that relates to individuals located outside of the EEA, or that is not transferred, either directly or via onward transfer, outside the EEA.

10. Authorised Affiliates

10.1. Contractual Relationship. 

The Parties acknowledge and agree that, by executing the DPA, the Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorised Affiliates, in which case each Authorised Affiliate agrees to be bound by the Customer’s obligations under this DPA, if and to the extent that Customer Processes Personal Data on the behalf of such Authorised Affiliates, thus qualifying them as the“Controller”. All access to and use of the Service by Authorised Affiliates must comply with the terms and conditions of the Agreement and this DPA and any violation of the terms and conditions therein by an Authorised Affiliate shall be deemed a violation by Customer.

10.2. Communication. 

Customer shall remain responsible for coordinating all communication with Processor under the Agreement and this DPA and shall be entitled to make and receive any communication in relation to this DPA on behalf of its Authorised Affiliates.

11. Other Provisions

11.1. Data Protection Impact Assessment. 

Upon Customer’s reasonable request, Processor shall provide Customer, at Customer’s cost, with reasonable cooperation and assistance needed to fulfil Customer’s obligation under the GDPR (as applicable) to carry out a data protection impact assessment related toCustomer’s use of the Service, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Processor. Processor shall provide, at Customer’s cost, reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to this Section11.1, to the extent required under the GDPR. 

11.2. Modifications by Customer. 

Customer may by at least forty-five (45) calendar days’ prior written notice to Processor, request in writing any variations to this DPA if they are required as a result of any change in, or decision of a competent authority under, any Data Protection Laws, to allow Processing of CustomerPersonal Data to be made (or continue to be made) without breach of that DataProtection Law. Pursuant to such notice: (a) Processor shall make commercially reasonable efforts to accommodate such modification requested by Customer or that Processor believes is necessary; and (b) Customer shall not unreasonably withhold or delay agreement to any consequential variations to this DPA proposed by Processor to protect the Processor against additional risks, or to indemnify and compensate Processor for any further steps and costs associated with the variations made herein at Customer’s request. The Parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in Customer’s notice as soon as is reasonably practicable. In the event that the Parties are unable to reach such an agreement within 30 days of such notice, then Customer or Processor may, by written notice to the other Party, with immediate effect, terminate theAgreement to the extent that it relates to the Service which is affected by the proposed variations (or lack thereof). Customer will have no further claims against Processor (including, without limitation, requesting refunds for theService) pursuant to the termination of the Agreement and the DPA as described in this Section.

11.3. Modifications by Processor.

Processor may by at least thirty (30) calendar days’ prior written notice to Customer, vary the terms of this DPA and/or anyStandard Contractual Clauses applicable pursuant to Section 9 of this DPA, as necessary to allow the Processing of Personal Data to be made (or continue to be made) without breach of applicable Data Protection Laws, or to otherwise protect the interests of Processor and/or Customer, in each case as reasonably determined by Processor at its discretion. Customer’s continued use of theService on expiry of the notice period shall signify acceptance of such revised terms. If Customer objects to said variations within the notice period, theParties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in Processor’s notice as soon as is reasonably practicable. In the event that the Parties are unable to reach such an agreement within 30 days of such notice, then Customer or Processor may, by written notice to the other Party, with immediate effect, terminate theAgreement to the extent that it relates to the Service which is affected by the proposed variations (or lack thereof). Customer will have no further claims against Processor (including, without limitation, requesting refunds for the Service) pursuant to the termination of the Agreement and the DPA as described in this Section.

Annexure 1 – Details Of The Processing

Nature and Purpose of Processing

1. Providing the Service to Customer;
2. Performing the Agreement, this DPA and/or other contracts executed by the Parties; 
3. Acting upon Customer’s instructions, where such instructions are consistent with the terms of the Agreement; 
4. Providing support and technical maintenance, if agreed in the Agreement;
5. Preventing, mitigating and investigating the risks of data security incidents, fraud, error or any illegal or prohibited activity;
6. Resolving disputes;
7. Enforcing the Agreement, this DPA and/or defending Processor’s rights;
8. Complying with applicable laws and regulations;
9. All tasks related with any of the above.

Duration of Processing

Subject to any Section of the DPA and/or theAgreement dealing with the duration of the Processing and the consequences of the expiration or termination thereof, Processor will Process Personal Data pursuant to the DPA and Agreement for the duration of the Agreement, unless otherwise agreed upon in writing. 

Type of Personal Data

Customer may submit Personal Data to the Service, the extent of which is determined and controlled by Customer in its sole discretion.

Categories of Data Subjects

Customer may submit Personal Data to the Service which may include, but is not limited to, Personal Data relating to the following categories of Data Subjects:

- Employees, agents, advisors, freelancers of Customer (who are natural persons)
- Prospects, customers, business partners and vendors of Customer (who are natural persons) Employees or contact persons of Customer’s prospects, customers, business partners and vendors.
- Any other third party individual with whom Customer decides to communicate through the Service.

Legal

Terms of Service Acceptable Use Policy Copyright Policy Apple Distributor

Terms of Service

These Terms of Service along with any other term sand policies referenced herein, and are incorporated herein by reference and form an integral part hereof, as amended from time to time (these “Terms”) constitute a legally binding agreement as of the Effective Date (as defined below), governing your access to, and the use of the “Flex Platform” and any related website owned or operated by Flex (the  “Sites”),and the use of, and registration with, Flex Service (defined below)through the Sites,  a mobile application or through any other means. TheseTerms are between Insight Online (Pty) Ltd , the entity owning and operating the Flex product/service (“IO”,“Flex”, “us”, “we” or “our”) and you, either individually, or on behalf of your employer or any other entity which you represent (“you” or “your”). By signing up for the Flex service(“Service”) or any of the services of Flex you are agreeing to be bound by the Terms. Any new features or tools which are added to the current Service shall be also subject to the Terms. You can review the current version of the Terms at anytime here. Flex reserves the right to update and change the Terms by posting updates and changes to the Flex website. You are advised to check the Terms from time to time for any updates or changes that may impact you.

You must read, agree with and accept all of the terms and conditions contained in the Terms, Flex’s Privacy Policy, and, if applicable, Data Processing Addendum (“DPA”), before you may become a Flex user. In case you represent your employer or another entity,  you hereby represent that (i) you have full legal authority to bind your employer or such entity (as  applicable) to these Terms; and (ii)after reading and understanding these Terms, you agree to these  Terms on behalf of your employer or the respective entity (as applicable), and theseTerms shall bind  your employer or such entity (as the case may be).

PLEASE NOTE THAT YOU ARE DEEMED AS AN  AUTHORISED REPRESENTATIVE OF YOUR EMPLOYER OR AN ENTITY (AS APPLICABLE): (I) IF YOU  ARE USING YOUR EMPLOYER OR AN ENTITY’S EMAIL ADDRESS IN REGISTERING INTO THE  SERVICE; AND (II) IFYOU ARE AN ADMIN (AS DEFINED BELOW).

AS ELABORATED IN SECTION 2 BELOW, THERE ARE VARIOUS TYPES OF USERS FOR THE SERVICE, THUS, EXCEPT WHERE INDICATED OTHERWISE“YOU” SHALL REFER TO CUSTOMER AND ALL TYPES OF USERS. YOU ACKNOWLEDGE THAT THESE TERMS ARE BINDING, AND YOU AFFIRM AND SIGNIFY YOUR CONSENT TO THESE TERMS, BY EITHER: (I) CLICKING ON A BUTTON OR CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THESE TERMS; OR (II) REGISTERING TO, USING OR ACCESSING THE SERVICE, SITES OR THE MOBILE APPLICATION, WHICHEVER IS EARLIER (THE “EFFECTIVE DATE”).

IF YOU DO NOT AGREE TO COMPLY WITH, AND BE BOUND BY, THESE TERMS OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (AS APPLICABLE), PLEASE DO NOT ACCEPT THESE TERMS OR ACCESS OR USETHE SERVICE OR THE SITES OR THE MOBILE APPLICATION.

1.  Our Service

1.1. Our Service.

The Flex platform is a cloud-based learning management system and content management system that enables organisations to deliver online learning, online education and online training, inclusive of any and all functionalities, application programming interface and tools offered as part of Flex platform, offered online and via a mobile application (the “Service”).  Specific Terms (AppleDistributor Requirements and Usage Rules) may apply to You or to some of the Service, such specific terms are incorporated herein by reference and form an integral part hereof.

1.2. Modification or Discontinuation of the Service.

We may add, modify or discontinue any feature, functionality or any other tool, within the Service and/or Sites, at our own discretion and without further notice, however, if we make any material adverse change in the core functionality of the Service, then we will notify you by posting an announcement on the Sites and/or via the Service or by sending you an email.

1.3. No Contingency on FutureReleases and Improvements.

You hereby acknowledge that your purchase of theService and/or Third Party Services (as defined below) hereunder are not contingent on the delivery by us of any future release of any functionality or feature, including without limitation, the continuance of: (i)a certain Service beyond its current Subscription Term; or (ii) Third PartyServices, or dependent on any public comments we make, orally or in writing, regarding any future functionality or feature.

1.4. Technical Support and Committed Uptime.

To the extent you purchased an enterprise tier subscription, you will be entitled to premium technical support and an uptime commitment, by Flex, in accordance with the ServiceLevel Agreement set out between Flex and an enterprise tier client, as may be updated by Flex from time to time.

1.5. Additional Services.

To the extent you purchased an enterprise tier subscription, Customer may choose to purchase additional services to be provided by Flex, subject to the Flex Additional ServicesTerms.

2.  Account Registration and Administration

2.1. Account Registration.

To register to the Service for the first time, you shall create an account with the Service. By creating an account (“Account”)and registering to the Service you become, either individually or on behalf of your employer or any entity, on behalf of whom you created the Account, a Flex customer (the “Customer”). The first user of the Account is automatically assigned as the Account administrator (the “Admin”).

2.2. Your Registration Information.

When creating an Account or when you are added into an Account and creating your user profile (the “User Profile”), you: (i)agree to provide us with accurate, complete,  and current registration information about yourself; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all  activities that occur under yourUser Profile and password, including any integration or any other use of third party products or services (and associated disclosure of data) in connection with the Service; and  (iv) undertake to promptly notify us in writing if you become aware of any unauthorised access or use of  yourAccount or User Profile and/or any breach of these Terms. We may assume that any communications we receive under your User Profile have been made by you. Customer will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorised usage of the Account by either you or any other User or third party on your behalf.

2.3. User Verification.

You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User Profile.  In the event that you or the Admin lose access to an Account or otherwise request information about an Account, we reserve the right to request from you or such Admin (as the case may be) any verification we deem necessary before restoring access to or providing information about such Account.

2.4. Account Admins.

The Admin(s) of an Account are, severally and jointly, deemed as the authorised representatives of the Customer, and any decision or action made by any Admin, is deemed as a decision or action of Customer. An Admin may assign or add other members of the Account as Admins,  which possess important privileges and controls over the use of the Service and the Account, including,  without limitation: (i) control your (and other Users) use of the Account; (ii) purchase, upgrade or downgrade the Service; (ii) create, monitor or modify Users’ actions and permissions; (iii) manage the access to, control, remove, share posts or otherwise change, all or part of the Customer Data (as defined  below);and (iv) integrate or disable integration with Third Party Services. You also acknowledge that your Account can become managed by a representative of the entity that owns or controls the email address domain with which yourAccount was created or registered.

2.5. Other Users.

There are several types of Account users, such as course staff, team members and end-users, all of whom are defined within the Service and referred to herein as “Authorised Users”, and collectively with the Admin, the “Users”. The features and functionalities available to the Users are determined by the respective subscription plan governing such Account, and the privileges of each such Authorised User are assigned and determined by the Account Admin(s).

2.6. Responsibility for Authorised Users.

Customer is solely liable and responsible for understanding the settings, privileges and controls for the Service and for controlling whom Customer permits to become a User and what are the settings and privileges for such User, including without limitation, the right fora User to invite other Users (either paid or unpaid), the right to incur charges on the Account, the right to access, create, modify or share settings and/or content, etc. Customer is responsible for the activities of all of its Users, including Order Forms they may place and how Users use the Customer Data, even if those Users are not from Customer’s organisation or domain.Further, Customer acknowledges that any action taken by a User of Customer’s Account, is deemed by us as an authorised action by Customer, hence Customer shall have no claim in this regard.  Customer is responsible for providing terms of service and privacy policies (the “Site Terms”) applicable to Authorised Users’ use of the Sites and will post in a prominent manner on the Sites theSite Terms.

3. Your Customer Data.

3.1. Customer Data.

Customer Data is any data, file attachments, videos, text, images, reports, personal information, or any other content, that is uploaded or submitted, transmitted or otherwise made available, to or through the Service by you or any User and is processed by us on Customer’s behalf (the “Customer Data”). For the avoidance of doubt, AnonymousInformation (as defined below) is not regarded as Customer Data. Customer retains all right, title, interest and control, in and to the Customer Data, in the form submitted to the Service. Subject to these Terms, Customer grants us a worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display the Customer Data, and solely to the extent that reformatting Customer Data for display in the Service constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. The afore-mentioned license is hereby granted solely: (i) to maintain and provide you the Service; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Customer Data is in violation of these Terms; (iv) to comply with a valid legal subpoena, request,  or other lawful process; and (v) as expressly permitted in writing by you.

3.2. Responsibility for Customer DataCompliance.

You represent and warrant that: (i) you have or  have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the  rights granted herein, for anyCustomer Data that you submit, post or display on or through the Service; (ii) the Customer Data is in compliance with, and subject to, our AcceptableUse Policy; and (iii) the  Customer Data you submit, your use of such Customer Data, and our use of such Customer Data, as  set forth in these Terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks  or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions,  including those related to data privacy and data transfer and exportation (the “Laws”); (c) violate any of your or third party’s policies and terms governing the Customer Data. Other than our security and data protection obligations expressly set forth inSection 6, we assume no responsibility or liability for Customer Data, and you shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that Flex shall not monitor and/or moderate the Customer Data and there shall be no claim against Flex of not acting so.

3.3. No Sensitive Data.

You shall not submit to the Service any data that is protected under a special  legislation and requires a unique treatment, including, without limitations, (i) categories of data enumerated inEuropean Union Regulation 2016/679, Article 9(1) or any similar legislation or regulation in other jurisdiction; (ii) any protected health information subject to the Health Insurance Portability and Accountability Act (“HIPAA”),as amended and supplemented, or any similar legislation in other jurisdiction, unless Customer and Flex separately enter into a HIPAA BusinessAssociate Agreement; and (iii) credit, debit or other payment card data subject to PCI DSS or any other credit card schemes.

4.  Public User Submissions.

4.1. Public User Submissions.

The Sites may have certain features that allow you to submit comments, information, and other materials publicly(collectively, “Public User Submissions”) and share such Public User Submissions with other Users, or the public. By submitting Public User Submissions through the Sites, you grant us a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Public User Submissions for any purpose, business, including without limitation, for publicising and promoting Flex, the Service and/or theSites and for any other lawful purpose, in any media format (e.g.in-print, websites. electronically, broadcast), and you hereby waive, or to the extent legally prohibited, assign to Flex, any moral rights in yourPublic User Submissions.

4.2. Responsibility for Public User Submissions.

You acknowledge and agree that: (i) you have or have  obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights  granted herein, for any PublicUser Submissions that you submit, post or display on or through the Service; (ii) we do not control, and are not responsible for, other content and/or submissions, posted on our Sites and/or Service by others; (iii) by using the Service and/or Sites, you may be exposed to content  and/or submissions by other users or site visitors that is offensive, indecent, inaccurate, misleading, or  otherwise unlawful; (iv) any Public UserSubmissions are submitted in accordance with, and subject to our AcceptableUse Policy.

5.  Intellectual Property Rights; License

5.1. Our Intellectual Property.

The Service and Sites, inclusive of materials, such as software,  application programming interface, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks  and services marks (excluding Customer Data), any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing (collectively, “Flex Materials”), are the property of Flex and its licensors, and may be protected by applicable copyright or other intellectual property laws and treaties. As between you and Flex, Flex retains all right, title and interest, including all intellectual property rights, in and to the  Flex Materials. Flex responds to allegations of copyright in accordance with our Copyright Policy.

5.2. Customer Reference.

Customer acknowledges and accepts that Flex has the right to use Customer’s name and logo to identify Customer as a customer of Flex or User of the Service, on Flex’s website, marketing materials or otherwise by public announcements. Customer may revoke such right, at anytime, by contacting Legal Contact Us

5.3. Your Access and Use Rights.

Subject to the terms and conditions of these Terms, and your compliance thereof, and specifically in strict compliance with our Acceptable Use Policy, we grant you a limited, worldwide, non-exclusive, non-transferable right to access and use the Service and Sites,  during the applicable Subscription Term, solely for Customer’s internal purposes.

5.4. Use Restrictions.

Except as expressly permitted in these Terms, you may not, and shall not allow an Authorised User or any third party to: (i)give, sell, rent, lease, timeshare, sublicense, disclose,  publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the  Service or the Sites to any third party, including, but not limited to your affiliates, or use the Service in  any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related  features of the Sites or Service or features that prevent or restrict use or copying of any content or that  enforce limitations on use of the Service or Sites; (iii) reverse engineer, decompile or disassemble,  decrypt or, attempt to derive the source code of, theService or Sites, or any components thereof; (iv)  copy, modify, translate, patch, improve, alter, change or create any derivative works of theService or Sites, or any part thereof; (v) take any action that imposes or may impose (at Flex’s sole discretion) an unreasonable or disproportionately large load on the Flex infrastructure or  infrastructure which supports the Sites or Service; (vi) interfere or attempt to interfere with the integrity or proper working of the Service or Sites, or any related activities; (vii)remove, deface, obscure, or alter Flex’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service or Sites, or use or display logos of the  Service or Sites without Flex’s prior written approval; (viii) use the Service or Sites for competitive purposes, including to develop or enhance a competing service or product; or (ix)  encourage or assist any third party (including other Authorised Users) to do any of the foregoing.

5.5. Feedback.

As a User of the Service and/or Sites, you may provide suggestions, comments, feature requests or other feedback to any of FlexMaterials, the Flex Service, the API (in case you are the Admin) and/or the Sites (“Feedback”). Such Feedback is deemed an integral part of Flex Materials, and as such, it is the sole property of Flex without restrictions or limitations on use of any kind. Flex may either implement or reject such Feedback, without any restriction or obligation of any kind. You (i)represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights; (ii) irrevocably assign to Flex any right, title and interest you may have in such Feedback; and (iii) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights, worldwide, in or to such Feedback.

5.6. API Use.

We may offer an application programming interface that provides additional ways to access and use the Service (“API“).Such API is considered a part of the Service, and its use is subject to all these Terms. Without derogating from Sections 5.1 through 5.4 hereof, you may only access and use our API for Customer’s internal business purposes, in order to create interoperability and integration between the Service and other products, services or systems you and/or Customer use internally.When using the API you should follow our relevant developer guidelines. We reserve the right at any time to modify or discontinue, temporarily or permanently, your and/or Customer’s access to the API (or any part of it)with or without notice. The API is subject to changes and modifications, and you are solely responsible to ensure that your use of the API is compatible with the current version. 

6. Privacy and Security.

6.1. Security.

Flex implements reasonable security measures and procedures to assist in protecting your Customer Data. You can learn more on our security measures and procedures on our Security Page, as updated from time to time.

6.2. Privacy Policy.

As a part of accessing or using the Service and the Sites, we may collect, access, use and share certain Personal Data (as defined in the Privacy Policy) from, and/or about, you. Please read our Privacy Policy, which is incorporated herein by reference, for a description of such data collection and use practices.

6.3. Data Processing Agreement (“DPA”).

By using the Service, Customer also accepts our Data Processing Agreement, which governs the Processing of Personal Data (as both terms are defined in the DPA) on Customer’s behalf, where such Personal Data is subject to the General Data Protection Regulation 2016/679 (the “GDPR”), to the California Consumer Privacy Act of 2018 (the “CCPA”) and the Protection of Personal Information Act 4 of 2013 (the “POPIA”) and the Promotion of Access to Information Act 2 of 2000 (as amended by POPIA and collectively known as “POPIA”).

6.4. Anonymous Information.

Notwithstanding any other provision of these Terms, we may collect, use and publish Anonymous Information (defined below) relating to your use of the Service and/or Sites, and disclose it for the purpose of providing, improving and publicising our products and services, including the Sites and Service, and for other business purposes. “Anonymous Information” means information which does not enable identification of an individual, such as aggregated and analytics information.  Flex owns all Anonymous Information collected or obtained by Flex.

7.  Third Party Services; Links.

7.1. Third Party Services.

The Service enables you to engage and procure certain third party services,  products, apps and tools in connection with the Service, including, without limitation, third party  applications and widgets offered via our integrations offering or which you decide to connect through  our API, as part of the Service (collectively, “Third PartyServices”).

7.2. Independent Relationship.

You acknowledge and agree that regardless of the manner in which such Third Party Services may be offered to you, we merely act as an intermediary platform between you and such Third Party Services, and we do not, in any way, endorse any such Third Party Services, or shall be in any way responsible or liable with respect to any such Third Party Services.Your relationship with such Third Party Services and any terms governing your payment for, and use of, such Third Party Services, including without limitation, the collection, processing and use of your data by such Third Party Services, are subject to a separate contractual arrangement between you and the provider of a Third Party Service (the “Third Party Agreement”). We are not a party to, or responsible, in any manner, for the compliance by you or by the provider of the Third Party Service with the Third Party Agreement. 

7.3. Integration with a Third Party Service and your Customer Data.

Through the Service you and any other Authorised User within the Account, may enable an integration of your Account withThird Party Services, which will allow an exchange,  transmission, modification or removal of data between us and the Third Party Service, including without limitation, the Customer Data, the scope of which is determined by the applicable actions set by such  integration. You hereby acknowledge that any access, collection, transmission, processing, storage or  any other use of data, including the Customer Data, by a Third Party Service, is governed by the Third  Party Agreement, including any applicable privacy policy, and Flex is not responsible for any  access, collection, transmission, processing, storage or any other use of data, including the Customer  Data, by the Third Party Service or for such Third Party Service privacy and security actions, inactions  or general practices. By integrating and/or using the Third Party Services, you acknowledge and agree  that: (a) you are solely responsible for your compliance with applicable privacy restrictions, laws and  regulations, including your use of the Third Party Service and other data activities you may conductor may permit third parties, including the Third Party Service, to conduct; (b) the activities and use of the  data by you and any other Users within the Account, may result in a modification and/or removal of data,  either in the Account (i.e. Customer Data) and in the integratedThird Party Service. We shall have no obligation of any kind, for any such modification and/or removal of data, either in the Account with us  and/or the integrated Third Party Service.

7.4. Use Conditions and Limitations.

Both Flex and a Third Party Service may impose, each at its sole discretion, additional conditions or limitations on your access and use of certain Third Party Services, including without limitation, imposing a limited quota on the number of actions or other uses (as the case may be). Such additional conditions or limitations shall be indicated wherever relevant within the Service or the Third Party Service or otherwise notified to you or to any other relevant User of the Account.

7.5. Payment for Third Party Services.

Third Party Services may be offered free of charge or for a certain fee, either charged directly by the Third Party Service or by Flex. Wherever the Third Party Service requires a payment, it shall be indicated next to the offering of the Third Party Service,  unless such price is included within the Subscription Plan (as defined below) for the Service. Whenever Flex charges Customer on behalf of itself and not as an agent on behalf of the ThirdParty Service, the payment terms, including the payment of fees, renewal and refund policy, are governed by Sections 8 and 9 herein. Whenever Flex charges Customer on behalf of the Third Party Services, then Customer acknowledges that Flex serves only as an intermediary role in facilitating or collecting the applicable fees and taxes from Customer, for the Third PartyService, thus all payment related issues, including the payment of fees, renewal and refund policy, are governed by the Third Party Agreement.

7.6. Change of Fees.Customer acknowledges that Flex and any Third PartyService, may change the fees for the Third Party Service from time to time, including imposing a new charge on a Third Party Service that was provided for free.

7.7. Discontinuation of a Third Party Service.

Each of Flex and the Third Party Service reserves the right to discontinue the use or suspend the availability of any Third PartyService, for any reason and with no obligation to provide any explanation or notice. Such discontinuation may result in the inability to utilise certain features and actions of the Third Party Service along with our Service.7.8. Links.The Sites, Service and/or any Third Party Services may contain links to third party websites that are not owned or controlled by us (the “Links”). You acknowledge that we have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third party websites.  You: (i) are solely responsible and liable for your use of and linking to third party websites and any content that you may send or post to a third-party website; and (ii)expressly release us from any and all liability arising from your, and in case of a Customer, all Users’, use of any third party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit.7.9. Limitations of Liability.FlexBEARS NO RESPONSIBILITY AND/OR LIABILITY FOR ANY LINKS OR THIRD PARTY SERVICES, INCLUDING WITHOUT LIMITATION, SUCH THIRD PARTY SERVICE’S OPERABILITY OR INTEROPERABILITY WITH OUR SERVICE, SECURITY, ACCURACY,RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES AND THE QUALITY OFITS OFFERINGS, AS WELL AS ANY ACTS OR OMMISSIONS BY THIRD PARTIES. BY ACCESSING AND/OR USING THE THIRD PARTY SERVICES, YOU ACKNOWLEDGE THAT YOUR ACCESS AND USE OF THE THIRD PARTY SERVICES ARE AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING SUCH THIRD PARTY SERVICE’S OPERATION AND PRACTICES AND ITS RESPECTIVE THIRD PARTY AGREEMENT, MEET YOUR NEEDS

8.  Subscription Term, Renewal and Fees Payment.

8.1. Order Form.

Our order form may be completed and placed in various ways, among which, an online form or in-product screens or any other mutually agreed upon offline form delivered by Customer or any of the other Users to Flex, including via mail, email or any other electronic or physical delivery mechanism (the “Order Form”). Such Order Form will list, at the least, the Service ordered, subscription plan, term and the associated fees.

8.2. Subscription Term.

The Service is provided on a subscription basis for the term specified in your Order Form, in accordance with the respective subscription plan purchased under such Order Form (the “SubscriptionTerm” and the “Subscription Plan”, respectively, and collectively the “Subscription”).

8.3. Subscription Fees.

In consideration for the provision of the Service (except for Trial Service), Customer shall pay us the applicable fees per the purchased Subscription, as set forth in the applicable Order Form (the“Subscription Fees”). Unless indicated otherwise, Subscription Fees are stated in South African Rands. Customer hereby authorises us, either directly or through our payment processing service, to charge such Subscription Fees via Customer’s selected payment method, upon due date. Unless expressly set forth herein, the Subscription Fees are non-cancellable and non-refundable. We reserve the right to change the Subscription Fees at any time, upon notice to Customer if such change may affect Customer’s existing subscriptions upon renewal. In the event of failure to collect the Fees owed by Customer, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time,  and/or suspend or cancel the Account, without notice.  For purposes of this enterprise tier subscription, further reference to the Subscription Fees are made under Annexure A, “Service Commercials”.

8.4. Taxes.

The Subscription Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed in respect of these Terms and the purchase or sale, of the Service hereunder(the “Taxes”), except for Taxes imposed on our income. If Customer is located in a jurisdiction which requires  Customer to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us,  in writing, promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should  be deemed as being added on top of the Subscription Fees, payable by Customer.8.5. Subscription Upgrade.During the Subscription Term, Customer may upgrade its Subscription Plan by either: (i) adding Authorised Users; (ii) upgrading to a higher type of Subscription Plan; (iii) adding add-on or optional features and functionalities; and/or (iv) upgrading to a longer Subscription Term (collectively, “Subscription Upgrades”). Some Subscription Upgrades or other changes may be considered as a new purchase, hence will restart the Subscription Term and some won’t, as indicated within the Service and/or theOrder Form. Upon a Subscription Upgrade, Customer will be billed for the applicable increased amount of Subscription Fees, at our then-current rates(unless indicated otherwise  in an Order Form), either: (1) prorated for the remainder of the then-current Subscription Term, or (2)  whenever theSubscription Term is being restarted due to the Subscription Upgrade, then the  Subscription Fees already paid by Customer will be reduced from the new upgraded Subscription Fees,  and the difference shall be due and payable by Customer upon the date on which the Subscription  Upgrade was made.

8.6. Adding Users.

Customer acknowledges that unless it disabled these options: (i) Users will be able to automatically join the Account when registration and activation of Users’ accounts occur; and (ii) Users withinCustomer’s Account may invite other persons to be added to the Account asUsers (collectively, “Users Increase”). Unless agreed otherwise in anOrder Form, any changes to the number of Users within a certain Account, shall be billed on a prorated basis for the remainder of the then-current Subscription Term. We will bill Customer, either upon the Users Increase or at the end of the applicable month, as communicated to Customer.

8.7. Excessive Usage.

We shall have the right, including without limitation where we, at our sole  discretion, believe that Customer and/or any of its Users, have misused the Service or otherwise use  the Service in an excessive manner compared to the anticipated standard use (at our sole discretion), to offer the Subscription in different pricing and/or impose additional restrictions as for the upload, storage, download and use of the Service, including, without limitation, restrictions on Third Party Services, network traffic and bandwidth, size and/or length of content, quality and/or format of content,  sources of content, volume of download time, etc.

8.8. Billing.

As part of registering, or submitting billing information, to the Service, Customer agrees to provide us with updated, accurate and complete billing information, and Customer authorises us (either directly or through our affiliates, subsidiaries or other third parties) to charge, request and collect  payment (or otherwise charge, refund or take any other billing actions) from Customer’s payment method or designated banking account, and to make any inquiries that we may consider necessary to  validate Customer’s designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Customer’s credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by Customer’s credit card company).

8.9. Subscription Auto-Renewal.

In order to ensure that Customer will not experience any interruption or loss of services, Customer’s Subscription includes an automatic renewal option by default, according to which, unlessCustomer disables the auto-renewal option or cancels its Subscription prior to its expiration, the Subscription will automatically renew upon the end of the then applicable Subscription Term, for a renewal period equal in time to the original Subscription Term (excluding extended periods)  and, unless otherwise notified to Customer, at the same price (subject to applicable Tax changes and excluding any discount or other promotional offer provided for the first Subscription Term). Accordingly, unless either Customer or us cancel the Subscription prior to its expiration, we will attempt to automatically charge Customer the applicable Subscription Fees upon or immediately prior to the expiration of the then applicable Subscription Term. If Customer wishes to avoid such auto-renewal, Customer shall cancel its Subscription (or disable the auto-renewal option), prior to its expiration, at any time through the Account settings or by contacting our our Customer Support team. Except as expressly set forth in these Terms, in case a Customer cancels its Subscription, during a Subscription Term, the Subscription will not renew for an additional period, but Customer will not be refunded or credited for any unused period within the Subscription Term.

8.10. Discounts and Promotions.

Unless expressly stated otherwise in a separate legally binding agreement, if Customer received a special discount or other promotional offer, Customer acknowledges that upon renewal of its Subscription, Flex will renew such Subscription, at the full applicable Subscription Fee at the time of renewal.

8.11. Credits.

Any credits that may accrue to Customer’s Account, for any reason (the “Credits”), will  expire and be of no further force and effect, upon the earlier of: (i) the expiration or termination of the applicable Subscription under the Account for which such Credits were given; or (ii) in case such Credits  accrued for an Account with a Trial Subscription (as defined below) that was not upgraded to a  Subscription Plan, then upon the lapse of 90 days of such Credits’ accrual. Unless specifically indicated otherwise, Credits may be used to pay for the Services only and not for any Third Party Service or other payment of whatsoever kind. Whenever fees are due for any Services, accrued Credits will be first reduced against the Subscription Fees and the remainder will be charged from Customer’s respective payment method. Credits shall have no monetary value (except for the purchase of Services under the limited terms specified herein) nor exchange value, and will not be transferable or refundable.

8.12. Payment through Reseller.

If Customer purchased a Service from a reseller or distributor authorised by us (“Reseller”), then to the extent there is any conflict between these Terms and the agreement entered between Customer and the respective Reseller, including any purchase order (“ResellerAgreement”), then, as between Customer and Flex, these Terms shall prevail. Any rights granted to Customer and/or any of the other Users in such Reseller Agreement which are not contained in these Terms, apply only in connection with the Reseller. In that case, Customer must seek redress or realisation or enforcement of such rights solely with the Reseller and not Flex. For clarity, Customer’s and its Users’ access to the Service is subject to our receipt from Reseller of the payment of the applicable Fees paid by Customer to Reseller. Customer hereby acknowledges that at any time, a tour discretion, the billing of the Subscription Fees may be assigned to us, such that Customer shall pay us directly the respective Subscription Fees.

8.13. Overdue Amounts.

If any amounts owed to Flex are not received by Flex by the due date, then, at our discretion and in addition to any other rights Flex has under this Agreement (a) such amounts may accrue late interest at the lower of: (i) the rate of 15% per year, or (ii) the maximum rate permitted by law from the date such payment was due until the date paid, and(b) Flex may, in our sole discretion, immediately suspend your and Authorised Users’ access to the Services and Sites until all overdue amounts, plus a pre-payment of all Fees which would otherwise be due on the next billing date, are received by Flex.

8.14. Active User.

For the purposes of this Agreement, the term “Active User” means a User who has actively made use of the Sites by logging into his/her account at least once during the subscription term, provided that(a) a User enrolled in a free Course or in a free trial on a subscription pricing option counts as an Active User, and (b) a User who is enrolled in one or more Courses under your account will count as one Active User irrespective of the number of Courses he or she is enrolled in.

9. Refund Policy; Chargeback.

9.1. Refund Policy.

If Customer is not satisfied with its initial purchase of a Service, Customer may terminate such Service by providing us a written notice, within 30 days of having first ordered such Services (the“Refund Period”). In the event that Customer terminates such initial purchase of a Service, within the Refund Period, we will refund Customer the pro-rata portion of any unused and unexpired Subscription Fees pre-paid by Customer in respect of such terminated period of the Subscription, unless such other sum is required by applicable law, in the same currency we were originally paid(the  “Refund”). The Refund is applicable only to the initial purchase of the Service by Customer and does not apply to any additional purchases, upgrades, modification or renewals of such Service. Please note that we shall not be responsible to Refund any differences caused by change of currency exchange rates or fees that Customer was charged by third parties, such as wire transfer fees. After the Refund Period, the Subscription Fees are non-refundable and non-cancellable. To the extent permitted by law, if we find that a notice of cancellation has been given in bad faith or in an illegitimate attempt to avoid payment for Services actually received and enjoyed, we reserve our right to reject Customer’s Refund request. Subject to the foregoing, upon termination by Customer under this Section 9.1 all outstanding payment obligations shall immediately become due for the usedSubscription Term and Customer will promptly remit to Flex any fees due to Flex under these Terms.

9.2. Non-Refundable Services.

Certain Services may be non-refundable. In such event we will identify such Services as non-refundable, and Customer shall not be entitled, and we shall not be under any obligation, to terminate theService and give a Refund.9.3. Chargeback.If, at any time, we record a decline, chargeback or other rejection of a charge of any  due and payable Subscription Fees on Customer’s Account (“Chargeback”), this will be considered as  a breach of Customer’s payment obligations hereunder, and Customer’s use of theService may be  disabled or terminated and such use of the Service will not resume until Customer re-subscribes for any  such Service, and pay any applicable Subscription Fees in full, including any fees and expenses incurred  by us and/or any Third Party Service for each Chargeback received (including handling and  processing charges and fees incurred by the payment processor), without derogating from any other  remedy that maybe applicable to us under these Terms or applicable law.

10.  Trial Service; Pre-Released Services

10.1. Trial Service.

We may offer, from time to time, part or all of ourServices on a free, no-obligation trial version (“Trial Service”). The term of the Trial Service shall be as communicated to you, within the Service, in an Order Form, unless terminated earlier by either Customer or us, for any reason or for no reason. We reserve the right to modify, cancel and/or limit this Trial Service at any time and without liability or explanation to you. In respect of a Trial Service that is a trial version of the SubscriptionPlan (the “Trial Subscription”), upon termination of the TrialSubscription, we may change the Account web address at any time without any prior written notice.

10.2. Pre-Released Services.

Note that we may offer, from time to time, certainServices in an Alpha or Beta versions (the “Pre-Released Services”)and we use best endeavours to identify such Pre-Released Services as such. Pre-Released Services are Services that are still under development, and as such they may be inoperable or incomplete, and may contain bugs, suffer disruptions and/or not operate as intended and designated, more than usual.

10.3. Governing Terms of Trial Service and Pre-Released Services.

The Trial Service and Pre-Released  Services are governed by these Terms, provided that notwithstanding anything in theseTerms or  elsewhere to the contrary, in respect of Trial Service andPre-Released Services (i) such services are  licensed hereunder on as “As-Is”, “With All Faults” “As Available” basis, with no warranties, express or  implied, of any kind; (ii) the indemnity undertaking by us set forth in Section 16.2 herein shall not apply;  and (iii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF Flex, ITS  AFFILIATES OR ITS THIRD PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION  WITH, THESE TERMS (INCLUDING THE SITES, THE SERVICE AND THE THIRD PARTY SERVICES),  EXCEED 1000 South African Rands. We make no promises that any Trial Service and/or Pre-Released Services will be made available to you and/or generally available.

11.  Term and Termination; Suspension.

11.1. Term.

These Terms are in full force and effect, commencing upon the Effective Date, until the end of the Service underlying the Account, either paid or unpaid, unless terminated otherwise in accordance with these Terms.

11.2. Termination for Cause.

Either Customer or us may terminate the Service and these Terms, upon written notice, in case that (a) the other party is in material breach of these Terms and to the extent, curable, fails to cure such breach, within a reasonable cure period, which shall not be less than 10 days following a written notice from by the non-breaching party; or (b) ceases its business operations or  becomes subject to insolvency proceedings and the proceedings are not dismissed within 45 days.

11.3. Termination by Customer.

Customer may terminate its Subscription to theService by cancelling the Service and/or deleting the Account, whereby such termination shall not derogate from Customer’s obligation to pay applicable Subscription Fees except where such termination is made within theRefund Period. In accordance with Section 9 above, unless mutually agreed otherwise by Customer and us in a written instrument, the effective date of such termination will take effect at the end of the then-current Subscription Term, and Customer’s obligation to pay theSubscription Fees throughout the end of such Subscription Term shall remain in full force and effect, and Customer shall not be entitled to a refund for any pre-paid Subscription Fees. Enterprise tier subscriptions shall run continuously until such time as one of the Parties cancels the Agreement with at least 3 (three) months written notice to the other.

11.4. Effect of Termination of Service.

Upon termination or expiration of these Terms, Customer’s Subscription and all rights granted to you hereunder shall terminate, and we may change the Account’s web address. It is Customer’s sole liability to export the Customer Data prior to such termination or expiration. In the event that Customer did not delete the Customer Data from the Account, we may  continue to store and host it until eitherCustomer or we, at our sole discretion, delete such Customer  Data, and during such period, Customer shall still be able to make a limited use of theService in order  to export the Customer Data (the “Read-Only Mode”), but note that we are not under any obligation to  maintain the Read-Only Mode period, hence such period may be terminated by us, at any time, with or  without notice to Customer, and subsequently, the Customer Data will be deleted. Customer acknowledges the foregoing and its sole responsibility to export and/or delete the Customer Data prior to the termination or expiration of these Terms, and therefore we shall not have any liability either to Customer, nor to any User or third party, in connection thereto. Unless expressly indicated herein otherwise, the termination or expiration of these Terms shall not relieve Customer from its obligation to pay due Subscription Fees.

11.5. Survival.

Section 2.6 (Responsibility for Authorised Users),3 (Customer Data), 6 (Privacy and  Security), 7 (Third Party Services), 8(Subscription Term, Renewal and Fees Payment) in respect of  unpaidSubscription Fees, 10.3 (Governing Terms of Trial Services and Pre-ReleasedServices), 11 (Term and Termination; Suspension), 12 (Confidentiality), 13(Warranty Disclaimer), 14 (Limitations of  Liability), 16(Indemnification), 21 (Governing Law and Jurisdiction; Class Action Waiver andArbitration) and 22 (General Provisions), shall survive the termination or expiration of these Terms, and continue to  be in force and effect in accordance with their applicable terms.

11.6. Suspension.

Without derogating from our termination rights above, we may decide to temporarily suspend the Account and/or a User Profile (including any access thereto) and/or our Service, in the following events: (i) we believe, at our sole discretion, that you or any third party, are using the Service  in a manner that may impose a security risk, may cause harm to us or any third party, and/or may raise any liability for us or any third party; (ii) we believe, at our sole discretion, that you or any third party, are using the Service in breach of these Terms or applicable Law; (iii) Customer’s payment obligations, in accordance with these Terms, are or are likely to become, overdue; or (iv) Customer’s or any of its  Users’ breach of the Acceptable UsePolicy. The afore-mentioned suspension rights are in addition to any remedies that may be available to us in accordance with these Terms and/or applicable Law.

12.  Confidentiality.

12.1. Confidential Information.

In connection with these Terms and the Service(including the evaluation thereof), each party (“Disclosing Party”)may disclose to the other party (“Receiving Party”), non-public business, product, technology and marketing information, including without limitation, customers lists and information, know-how, software and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the  circumstances of disclosure, whether disclosed prior or after the Effective Date (the “Confidential Information”). For the avoidance of doubt, (i) Customer Data is regarded as Customer’s ConfidentialInformation, and (ii) our Site, Service, Trial Service and/or Pre-Released Services, inclusive of their underlying technology, and their respective performance information, as well as any data, reports and materials we provided to you in connection with your evaluation or use of the Service, are regarded as our Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any  obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without any  use or reference to the Confidential Information.

12.2. Confidentiality Undertakings by the Receiving Party.

The Receiving Party will (i) take at least reasonable measures to prevent the unauthorised disclosure or use ofConfidential Information, and limit access to those employees, affiliates, service providers and agents, on a need to know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (ii) not use or disclose any ConfidentialInformation to any third party, except as part of its performance under these Terms and as required to be disclosed to legal or financial advisors to the Receiving Party or in  connection with a due diligence process that the Receiving Party is undergoing, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.

12.3. Compelled Disclosure.

Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body; provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to provide prompt written notice of such court order or requirement to theDisclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

13.  Warranty Disclaimer

NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSE WHERETO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

13.1. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SITES AND THE SERVICE ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND. WE AND OUR AFFILIATES,SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE THIRD PARTY SERVICE PROVIDERS, HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS  AND WARRANTIES OFANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES AND/OR  REPRESENTATIONS OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY.

13.2. WE AND OUR VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE SERVICE AND SITES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON’T BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES AND/OR SERVICE ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. WE AND OUR VENDORS FURTHER DISCLAIM ANY ANDALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT YOU AND/OR YOUR DATA (INCLUDING CUSTOMER DATA) MAY SUFFER, THAT ARE BEYOND OUR CONTROL.

13.3.EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION (I) THAT OUR SERVICE (ORANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY,RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF YOUR CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT ITWILL REMAIN AS SUCH AT ANY TIME),OR COMPLY WITH ANY LAWS APPLICABLE TO YOU;AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE AND/OR THE SITES.

14.  Limitation of Liability

NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

14.1. IN NO EVENT SHALL EITHER PARTY HERETO AND ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE THIRD PARTY SERVICE PROVIDERS), BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, COSTS, ANTICIPATED SAVINGS;(III) ANY LOSS OF, OR DAMAGE TO DATA, USE,  BUSINESS, REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) THE FAILURE OF SECURITY  MEASURES AND PROTECTIONS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OFTHE  POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND EVEN IF A REMEDY FAILS OFITS ESSENTIAL  PURPOSE.

14.2. EXCEPT FOR THE INDEMNITY OBLIGATIONS OF EITHER PARTY UNDER SECTION 16 (INDEMNIFICATION) HEREIN, YOUR PAYMENT OBLIGATIONS HEREUNDER OR BREACH OF OUR ACCEPTABLE USE POLICY BY EITHER YOU OR IN CASE OF A CUSTOMER, ANYOF THE USERS  UNDERLYING ITS ACCOUNT, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF EITHER  PARTY, ITS AFFILIATES, SUBCONTRACTORS,AGENTS AND VENDORS (INCLUDING, THE ITS  THIRD-PARTY SERVICE PROVIDERS),UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITES ANDTHE SERVICE), EXCEED THE TOTAL AMOUNT OF FEES  ACTUALLY PAID BY YOU (IFANY) DURING THE 12 CONSECUTIVE MONTHS PRECEDING THE  EVENT GIVING RISE TOSUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

15.  Specific Laws; Reasonable Allocation of Risks.

15.1. Specific Laws.

Except as expressly stated in these Terms, we make no representations or warranties that your use of the Service is appropriate in your jurisdiction. Other than as indicated herein, you are responsible for your compliance with any local and/or specific applicable Laws, as applicable to your use of the Service.

15.2. Reasonable Allocation of Risks.

You hereby acknowledge and confirm that the limitations of liability and warranty disclaimers contained in these Terms are agreed upon by you and us and we both find such limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder, and both you and us have relied on these limitations and risk allocation in determining whether to enter these Terms.

16.  Indemnification.

16.1. By Customer.

Customer hereby agrees to indemnify, defend and hold harmless Flex and  its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or costs (collectively, “Losses”)incurred as a result of any third party claim arising from (i) Customer’s and/or any of its Users’, violation of these Terms or  applicable Law; and/or (ii) Customer Data, including the use of Customer Data by Flex and/or any of its subcontractors, infringes or violates, any third party’s rights, including, without limitation,  intellectual property, privacy and/or publicity rights.

16.2. By Flex.

Flex hereby agrees to defend Customer, its affiliates, officers, directors,  and employees, in and against any third party claim or demand against Customer, alleging that Customer’s authorised use of the Service infringes or constitutes misappropriation of any third party’s copyright, trademark or registered patent (the “IP Claim”), and we will indemnify Customer and hold  Customer harmless against any damages and costs finally awarded on such IP Claim by a court of competent jurisdiction or agreed to via settlement we agreed upon, including reasonable attorneys’ fees. Flex’s indemnity obligations under this Section 16shall not apply if: (i) the Service (or any  portion thereof) was modified by Customer or any of its Users or any third party, but solely to the extent  the IP Claim would have been avoided by not doing such modification;(ii) if the Service is used in  combination with any other service, device, software or products, including, without limitation, Third  PartyServices, but solely to the extent that such IP Claim would have been avoided without such combination; and/or (iii) any IP Claim arising or related to, the Customer Data or to any events giving  rise to Customer’s indemnity obligations under Section 16.1 above. Without derogating from the  foregoing defense and indemnification obligation, if Flex believes that the Service, or any part  thereof, may so infringe, then Flex may inits sole discretion: (a) obtain (at no additional cost to you) the right to continue to use the Service; (b) replace or modify the allegedly infringing part of the  Service so that it becomes non-infringing while giving substantially equivalent performance; or (c) if  Flex determines that the foregoing remedies are not reasonably available, then Flex  may require that use of the (allegedly) infringing Service (or part thereof) shall cease and in such an  event, Customer shall receive a prorated refund of anySubscription Fees paid for the unused portion of  the Subscription Term.THIS SECTION 16.2 STATES Flex’S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY Flex AND/OR ITS SERVICE AND UNDERLYING TECHNOLOGY.

16.3. Indemnity Conditions.

The defense and indemnification obligations of the indemnifying party under  this Section 16 are subject to: (i) the indemnified party shall promptly provide a written notice of the  claim for which an indemnification is being sought, provided that such indemnitee’s failure to do so will  not relieve the indemnifying party of its obligations under thisSection 16, except to the extent the  indemnifying party’s defense is materially prejudiced thereby; (ii) the indemnifying party being given immediate and exclusive control over the defense and/or settlement of the claim, provided, however that  the indemnifying party shall not enter into any compromise or settlement of any such claim that requires any monetary obligation or admission of liability or any unreasonable responsibility or liability by  an indemnitee without the prior written consent of the affected indemnitee, which shall not be  unreasonably withheld or delayed; and (iii) the indemnified party providing reasonable cooperation and  assistance, at the indemnifying party’s expense, in the defense and/or settlement of such claim and not  taking any action that prejudices the indemnifying party’s defense of, or response to, such claim.

17. Third Party Components within Our Service

Our Service includes third party codes and libraries that are subject to third party open source license terms (the “OpenSource Code” and the “Open Source Terms”, respectively). Some of such Open Source Terms determine that to the extent applicable to the respective Open Source Code licensed thereunder, such terms prevail over any conflicting license terms, including these Terms. We use our best endeavours to identify such Open Source Code, within our Service, hence we encourage Customer to familiarize itself with such Open Source Terms. Note that we use best efforts to use only Open Source Codes that does not impose any obligation or affect the Customer Data or related intellectual property (beyond what is stated in the Open Source Terms and herein), on an ordinary use of our Service that does not involve any modification, distribution or independent use of such Open Source Code. Notwithstanding anything to the contrary, we make no warranty or indemnity hereunder with respect to any Open Source Codes.

18. Export Controls; Sanctions.

The Service may be subject to foreign export controls, Laws and regulations (the “Export  Controls”), and you acknowledge and confirm that: (i) you are not located or use, export, re-export or import the Service (or any portion thereof) in or to, any person, entity, organisation, jurisdiction or otherwise, in violation of the ExportControls; (ii) you are not: (a) organised under the laws of, operating from, or otherwise ordinarily resident in a country or territory that is the target or comprehensive U.S.economic or trade sanctions (currently, Cuba,Iran, Syria, North Korea, or the Crimea region of Ukraine), (b)identified on a list of prohibited or restricted persons, such as the U.S.Treasury Department’s List of Specially Designated Nationals and BlockedPersons, or (c) otherwise the target of U.S. sanctions. Customer is solely responsible for complying with applicable Export Controls and sanctions which may impose additional restrictions, prohibitions or requirements on the use, export, re-export or import of the Services and/or the CustomerData; and (iii) Customer Data is not controlled under the U.S.InternationalTraffic in Arms Regulations or similar Laws in other jurisdictions, or otherwise requires any special permission or license, in respect of its use, import, export or re-export hereunder.

19. Modifications.

Occasionally we may make changes to these Terms for valid reasons, such as adding new functions or features to the Service, technical adjustments, typos or error fixing, for legal or regulatory reasons or for any other reasons as we deem necessary, at our sole discretion. When we make material changes to these Terms, we’ll provide Customer with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending Customer an email. Your continued use of the Service after the changes have been implemented will constitute your acceptance of the changes.

20. Governing Law and Jurisdiction; Class Action Waiver andMandatory Arbitration

20.1. Governing Law; Jurisdiction.

These Terms and any action related thereto will be governed and interpreted by and under the laws of the Republic of South Africa without giving effect to any conflicts of law principles that require the application of the law of a different jurisdiction. Courts of competent jurisdiction located in the Republic of South Africa shall have the sole and exclusive jurisdiction and venue over all controversies and claims arising out of, or relating to, these Terms. Notwithstanding the foregoing, Flex reserves the right to seek injunctive relief in any court in any jurisdiction.

21.2. Class Action Waiver.

WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND FlexAGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR ORITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Flex mutually agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

21.3. Arbitration.

To the extent permitted under applicable Law, you and Flex hereby irrevocably agree to the following provisions:
21.3.1 Dispute resolution and Arbitration.
Any dispute, claim, or controversy between you and us arising in connection with, or relating in any way to, these Terms(whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during for after the termination or expiration of these Terms) will be determined solely by mandatory binding arbitration. In arbitration there is no judge or jury and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of these Terms as a court would.
21.3.2 Exception.
Notwithstanding clause 21.3.1 above, you and Flex both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to seek injunctive relief in a court of law. In addition to the above, notwithstanding clause 21.3.1 above, Flex may file a suit in a court of law against you to address intellectual property infringement claims.
21.3.3 Arbitration ProcessRules.
Either you or we may start arbitration proceedings.Any arbitration between you and us will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC”)then in force (the “ICC Rules”) by one arbitrator appointed in accordance with the ICC Rules. The arbitration will take place in the Republic of South Africa, and shall be conducted in the English language and unless otherwise required by a mandatory law of any jurisdiction, the law to be applied in any arbitration shall be the law of the Republic of South Africa, without regard to choice or conflicts of law principles. The arbitration proceedings shall be conducted on an expedited basis and shall result in an award within no more than 60 days. The arbitration shall be conducted on a confidential basis. The award of the Arbitrator shall be final and binding on the parties. The arbitration award shall be enforceable in any court of competent jurisdiction. Any motion to enforce or vacate an arbitration award under this agreement shall be kept confidential to the maximum extent possible.
21.3.4 Special Statute of Limitation.
Any arbitration must be commenced by filing a demand for arbitration within 2 years after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits such limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable Law.
21.3.5 Notice; Process.
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Dispute Notice”). TheDispute Notice must(i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Dispute Notice is received, you or us may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or us shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Without derogating from the generality of the confidentiality protection under Section 21.3.3 above, all documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable Law. Except as required to enforce the arbitrator’s decision and award, neither you nor us shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator.

22. General Provisions

22.1. Translated Versions.

These Terms were written in English, and translated into other languages for your convenience. If a translated (non-English) version of these Terms conflicts in any way with their English version, the provisions of the English version shall prevail.

22.2. Force Majeure.

Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts ofGod, war, terrorism, and governmental action.

22.3. Relationship of the Parties;

NoThird Party Beneficiaries.The parties are independent contractors. These Terms and the Service provided hereunder, do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to these Terms.

22.4. Notice.

We shall use your contact details that we have in our records, in connection with providing you notices, subject to thisSection 22.4. Our contact details for any notices are detailed below.You acknowledge notices that we provide you, in connection with theseTerms and/or as otherwise related to the Service, shall be provided as follows:via the Service, including by posting on our Sites or posting in your account, text, in-app notification, e-mail, phone or first class, airmail, or overnight courier. You further acknowledge that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing. Any notice to you will be deemed given upon the earlier of: (i) receipt; or (ii) 24 hours of delivery. Notices to us shall be provided to Insight Online (Pty) Ltd at Legal Contact Us or sent to us via registered post at PO Box 1515, Kloof, Kwa-Zulu Natal, 3640,South Africa.

22.5. Assignment.

These Terms, and any and all rights and obligations hereunder, may not be  transferred or assigned by you without our written approval, provided that you may assign these Terms  to your successor entity or person, resulting from a merger, acquisition, or sale of all or substantially all  of your assets or voting rights, except for an assignment to a competitor of Flex, and provided  that you provide us with prompt written notice of such assignment and the respective assignee agrees,  in writing, to assume all of your obligations under these Terms. We may assign our rights and/or obligations hereunder and/or transfer ownership rights and title in the Service to a third party without your consent or prior notice to you. Subject to the foregoing conditions, these Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorised under this Section 22.5 shall be null and void.

22.6. Severability.

These Terms shall be enforced to the fullest extent permitted under applicable Law.  If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted bylaw, and the remaining provisions of these Terms will remain in effect.

22.7. No Waiver.

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver. 

Acceptable Use Policy

This Acceptable Use Policy (“AUP”) which constitute an integral part of the Terms of Service (“Terms”), describes activities that are prohibited in connection with your use of the Service, in addition to the restrictions set forth in the Terms. This policy may change as we grow and our Service evolves, so please check back regularly for updates and changes. Capitalised terms used below but not defined in this AUP have the meaning set forth in the Terms.

1. General Usage

You represent and warrant that you shall not do, or cause any other person to do, any of the following activities:

1.1.  access(or attempt to access), tamper with, or search any portion of the Service and/or its underlying system, network and technology, by any means other than through the interface that is provided by us in connection with the Service(e.g. scraping, spidering or crawling), unless you have been specifically allowed to do so in a separate binding agreement with us;

1.2.  probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;

1.3.  attempt to disrupt or overwhelm our infrastructure by imposing unreasonable requests or burdens on our resources (e.g. using “bots” or other automated systems to send requests to our servers at a rate beyond what could be sent by a human user during the same period of time);

1.4.  use theService to transmit malware or host phishing pages. You may not perform activities or upload or distribute materials or content that harm or disrupt the operation of the Service or other infrastructure of Flex or others, including Third Party Services. You may not use the Service for deceptive commercial practices or any other illegal or deceptive activities;

1.5.  attempt to gain unauthorised access to the Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Service;

1.6. impersonate any person or entity, including, but not limited to, an employee of ours, an Admin, a Customer, or any other Authorised User, or falsely state or otherwise misrepresent your affiliation with a person, organisation or entity;

1.7.  use theService to violate the privacy of others, including posting private and confidential information of others, without their express permission;

1.8.  use theService to perform or encourage others to perform any activities that are defamatory, libellous or threatening, constitute hate speech, harassment, or stalking;

1.9.  upload to, or transmit from, the Service any data (including through Customer Data and/or Public User Submissions), file, software, or link that contains, or redirects to, a virus, Trojan horse, worm, scripting exploits, bots or other harmful component or a technology that may or is intended to damage or hijack the operation of any hardware, software (including the Service), or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; and

1.10.  misuse or otherwise use the Service in an excessive manner compared to the anticipated standard use (examined, at our sole discretion), including without limitation, consuming a massive amount of storage or excessive use of bandwidth.

2. General Activities

You warrant and represent that you are not, and will not encourage others, to upload, transmit or otherwise use in conjunction with the Service, any Customer Data, Public User Submissions, that:

2.1.  exploiter abuse children, including but not limited to images or depictions of child abuse or sexual abuse, or that present children in a sexual manner;

2.2. infringes our or a third party’s (including Third party Service)intellectual property or other rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights of publicity, or any other intellectual property right or proprietary or contractual right;

2.3.  is deceptive, fraudulent, illegal, obscene, defamatory, libellous, threatening, harmful, pornographic, indecent, harassing, hateful, or otherwise encouraging any illegal, tortious or inappropriate conduct; or

2.4.  attacks or otherwise unlawfully relate to others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition.

3. Monitoring

We are under no obligation to monitor your activities of the Services. However, we may systematically screen and/or monitor any data, content or information uploaded and/or transmitted into ourService and Sites, at any time and for any reason, for compliance with this AUP and the Terms, with or without notice.

4.  Copyright

You acknowledge that it is our policy to respect the legitimate rights of copyright and other intellectual property owners, and we will respond to notices of alleged copyright infringement in accordance with our Copyright and Content Policy

5.  Remedies

In addition to any other remedies that may be available to us, in case we suspect that the Customer Data, Public User Submission or any of your activities, or use of the Service, are in violation of this AUP, these Terms or applicable Law, we may (i) remove such violating Customer Data or Public UserSubmission, in whole or in part; and/or (ii) terminate or suspend your Account or your access to the Service, with or without advance notice and without liability for us

6. AUP Version

We may modify this AUP, at any time by posting a revised version. By continuing to use the Service or access your Account after a revised version of the AUP has been posted, you agree to comply with the latest version of the AUP. In the event of a conflict between the AUP and the Terms, this AUP will take precedence, but only to the extent required to resolve such conflict

1. General

As a Flex customer, you recognise that it is your responsibility to post a copyright policy on your Flex Sites that complies with the laws applicable to your business, if you are required to do so. This CopyrightPolicy forms part of our Terms ofService (“Terms”). Any capitalised but undefined term in this Copyright Policy shall have the meaning given to it in the Terms.  By signing this agreement, Customer agrees to have this Copyright Policy enforced on Customer’s Sites, subjecting all Users, including Customer’s Users, to this Copyright Policy along with the Customer’s own Copyright Policy, where applicable.

2. The Digital Millennium Copyright Act

Removal of Content. It is the policy of Insight Online (Pty) Ltd, the entity owning and operating the Flex product (“IO”, “Flex”, “us”,“we” or “our”) to respect the legitimate rights of copyright owners, and we will respond to clear notices of alleged copyright infringement. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C.Section 512 (the “DMCA“), Flex has designated a Copyright Agent (as specified below) to receive notifications of claimed copyright infringement in connection with the website flexonline.io (the “Site“).Please be advised that we enforce a policy that provides for the termination inappropriate circumstances of Site users who are repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Copyright Agent with the following information in accordance with the DMCA:

i.        An electronic or physical signature of the person authorised to act on behalf of the owner of the copyright;
ii.        A description of the copyrighted work you claim has been infringed;
iii.        A description of where the material that you claim is infringing is located on the Site, with enough detail that we may find it. Providing URLs in the body of an email is the best way to help us locate content quickly;
iv.        Your address, telephone number, and email address;
v.        A statement by you that you have a good faith belief that the disputed use is not authorised by the copyright owner, its agent, or the law; and
vi.        A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorised to act on the copyright owner’s behalf.

Counter-Notification. If you believe that the material you posted was removed from the Site by mistake, and that you have the right to post the material, you may elect to send us a counter-notification. To be effective the counter-notification must be a written communication provided to our Copyright Agent that includes substantially the following (please consult your legal counsel or see theDigital Millennium Copyright Act, 17 U.S.C. (the “Copyright Act“)Section 512(g)(3) to confirm these requirements):

i.        Your physical or electronic signature;
ii.        Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.Providing URLs in the body of an email is the best way to help us locate content quickly;
iii.        A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled asa result of mistake or misidentification of the material to be removed or disabled; and
iv.        Your name, address, and telephone number, and a statement that you consent to the jurisdiction in which Flex maybe found, and that you will accept service of process from the person who provided notification of infringement or an agent of such person.

Misrepresentations. Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability.

Copyright Agent. Flex’s agent for notice of claims of copyright infringement (“Copyright Agent”) can be reached as follows: attn: Copyright Agent, Insight Online (Pty) Ltd at Legal Contact Us or sent to us via registered post at PO Box 1515, Kloof, Kwa-ZuluNatal, 3640, South Africa.

Apple Distributor Requirements and Usage Rules

If you download the Flex App from theApple, Inc. (“Apple”) App Store (or in any event if you download an Apple iOSApp) then, without derogating from the warranty disclaimers and limitation of liability as set forth in these Terms:

You acknowledge and agree that:
·     these Terms are concluded between Flex and you only, and not with Apple, and Flex and it's licensors, and not Apple, are solely responsible for the App and the content thereof.
·     your use of the App is also subject to the Usage Rules established by Apple, including those set forth in the Apple App Store Terms of Service, effective as of the date that you enter into these Terms.
·     the Subscription granted herein is limited to a non-transferable right to use the App on anApple iPhone, iPod Touch, iPad, or other Apple-branded product that you own or control and that runs the iOS;
·     Flex is solely responsible for providing support services in respect of the App, as specified in these Terms. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App;
·     In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will, to the extent applicable, refund any purchase price paid (if any) by you for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App;
·     Apple is not responsible for addressing any product claims you, or any third party, may have relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Any such claims shall be submitted to Flex, in accordance with, and subject to, its Terms;·     in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Apple shall not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim;
·     Apple, and its subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.