Terms of Service

These Terms of Service ("Terms") are a binding agreement between Navaix Technology Private Limited ("Navaix", "Fluxo", "we", "us" or "our") and the business or other legal entity accepting these Terms ("Customer", "you" or "your"). If you accept for an entity, you represent that you have authority to bind it.

These Terms govern access to the Fluxo website, applications, documentation, support and related services (collectively, the "Services"). By creating an account, purchasing a plan, executing an Order Form or using the Services, Customer accepts these Terms and the Privacy Policy.

The Services are offered only to businesses and their authorized personnel. Users must be at least 18 years old, able to form a binding contract and authorized to use the Services for Customer. Customer is responsible for its users, their permissions and all activity under its account.

• Connected Service means an advertising, analytics, ecommerce, measurement or other third-party platform Customer authorizes Fluxo to access.
• Customer Content means data, materials, instructions, credentials, configuration and other content Customer submits, connects or makes available to the Services, including data retrieved from Connected Services.
• Output means a report, analysis, recommendation, campaign configuration, creative suggestion or other result generated through the Services.
• Order Form means an order, proposal, statement of work or other written agreement that identifies Services, a plan, fees, usage, Authorized Actions or additional terms.
• Authorized Actions means the analysis, creation, modification, monitoring, recommendation or execution activities Customer authorizes under its plan, Order Form and Connected Service permissions.

Customer may obtain Services through a self-service plan, accepted online checkout or Order Form. The applicable plan and Order Form define included features, limits, fees, billing, refunds, support, service levels, data region and Authorized Actions.

If documents conflict, an Order Form controls over these Terms only for that Order Form, these Terms control over general website or plan descriptions, and the Privacy Policy controls our processing as an independent controller or data fiduciary. A separately executed data processing addendum controls customer personal data to the extent of a conflict concerning that processing.

Customer must provide accurate account information, protect credentials, maintain appropriate user permissions and notify Fluxo promptly of suspected unauthorized access. Accounts and access credentials may not be shared with unauthorized persons.

Customer is responsible for actions taken through its account except to the extent caused by Fluxo's breach of these Terms or failure to apply its stated security controls. Fluxo may rely on instructions from Customer's designated administrators and authorized users.

Customer authorizes Fluxo to access, retrieve, process and, where enabled, transmit data or perform Authorized Actions through Connected Services. Customer represents that it owns or controls each connected account and has all permissions, notices, consents and lawful authority required for Customer Content and Fluxo's instructed processing.

Customer and its advertising remain subject to each Connected Service's terms, developer requirements and advertising policies. Fluxo is not affiliated with or endorsed by a Connected Service unless expressly stated. A Connected Service may change, restrict or discontinue access at any time, and Fluxo is not liable for that third party's acts or omissions.

Service capabilities vary by plan and may include read-only analysis, recommendations, campaign or creative creation, campaign modification, monitoring and execution. Fluxo will perform only the Authorized Actions available under Customer's plan or Order Form and permitted by the Connected Service.

Customer controls its integration permissions and may revoke access at any time. Where a plan requires approval before execution, Customer must provide that approval. When Customer enables automated execution, each action performed within the configured objectives, budgets, permissions and restrictions is an Authorized Action and does not require separate approval. Customer is responsible for setting and maintaining those controls. Fluxo remains responsible for performing Authorized Actions in accordance with the agreed scope.

Fees, billing frequency, usage limits, taxes, renewal, cancellation and refund terms are those displayed in the selected pricing plan or stated in the applicable Order Form. Customer authorizes Fluxo and its payment provider to charge the agreed amounts using the selected payment method.

Except as stated in the applicable plan or Order Form or required by law, fees are non-cancellable and non-refundable. Changes to self-service fees apply no earlier than the next renewal after reasonable notice. Overdue undisputed amounts may result in restricted access or suspension after notice and a reasonable opportunity to cure.

As between the parties, Customer retains its rights in Customer Content. Customer grants Fluxo and its subprocessors a non-exclusive, worldwide, limited licence during the agreement to host, copy, transmit, process, display, adapt and create technical derivatives of Customer Content only as necessary to provide, secure, support and improve the customer-specific operation of the contracted Services, perform Authorized Actions and comply with law.

Customer is responsible for the accuracy, quality and legality of Customer Content and for obtaining rights required to provide it. Customer must not provide sensitive or special-category personal data unless Fluxo agrees in writing to appropriate safeguards.

Fluxo may use artificial intelligence to analyze Customer Content, produce Outputs and perform Authorized Actions. Customer owns its inputs. To the extent Fluxo has rights in an Output generated specifically for Customer, Fluxo assigns those rights to Customer upon payment of applicable fees, subject to Fluxo's underlying technology and third-party rights.

AI Outputs may be incomplete, inaccurate or similar to results provided to others. Customer must apply appropriate review before relying on or publishing an Output and must maintain oversight appropriate to the automated actions it authorizes, particularly for regulated products, claims, targeting, budgets and material campaign changes. Fluxo does not guarantee campaign approval, delivery, revenue, return on advertising spend or any other commercial result.

Fluxo does not train generalized, shared or cross-customer models using private Customer Content unless Customer separately gives explicit written consent. Public information and information aggregated so it does not reasonably identify Customer, a campaign, household or individual may be used to develop and improve Fluxo, subject to the Privacy Policy.

Customer and its users must not use the Services to:

• Break any law, regulation or Connected Service policy.
• Create or distribute unlawful, deceptive, discriminatory, defamatory, infringing or harmful advertising or content.
• Use sensitive traits, audience data or personal information without lawful authority, required notices and appropriate consent.
• Promote regulated, political, election or social-issue content without all required approvals, disclosures and written authorization from Fluxo.
• Circumvent platform review, impersonate others, cloak destinations, spread malware or interfere with the Services.
• Scrape the Services, probe security, gain unauthorized access or overload infrastructure.
• Reverse engineer, copy, resell or use the Services or Outputs to build a competing model or service, except where a restriction is prohibited by law.

Each party will protect the other's non-public business, technical and commercial information using reasonable care and use it only to perform or exercise rights under the agreement. Confidentiality does not cover information that is public without breach, already lawfully known, independently developed or lawfully received without restriction.

A recipient may disclose confidential information to personnel and service providers who need it and are bound by appropriate duties, or where law requires disclosure. Where legally permitted, the recipient will provide notice and reasonable assistance to limit compelled disclosure.

Fluxo maintains administrative, technical and organizational measures designed to protect Customer Content, including encryption, access controls, tenant separation, monitoring, backups, vulnerability management and incident response.

The Privacy Policy describes Fluxo's processing as a controller or data fiduciary. For personal data processed solely on Customer's behalf, Customer is the controller or data fiduciary and Fluxo is its processor or service provider. If required, the parties will enter into a data processing addendum containing applicable processor obligations and international-transfer safeguards.

Fluxo and its licensors retain all rights in the Services, software, models, methods, interfaces, documentation, branding, aggregated insights and underlying technology. Except for the limited right to use the Services during the subscription, no right is granted to Customer by implication.

If Customer provides feedback, Customer grants Fluxo a perpetual, worldwide, royalty-free right to use it without identifying Customer or disclosing Customer Content. Fluxo is not required to use feedback.

We may improve or change the Services. We will not materially reduce paid core functionality during a current committed term without reasonable notice or a commercially reasonable replacement. Features identified as alpha, beta, preview or evaluation may be changed or discontinued and are provided without service-level commitments unless an Order Form states otherwise.

Fluxo may suspend access where reasonably necessary to address a security threat, unlawful use, material breach, Connected Service requirement or overdue undisputed payment. Where practicable, Fluxo will give notice and an opportunity to cure and will limit the suspension to the affected use. An urgent threat may require immediate suspension.

These Terms continue while Customer uses the Services or has an active plan or Order Form. Either party may terminate as permitted by the applicable plan or Order Form. Either party may terminate for an uncured material breach after 30 days' written notice, or immediately where cure is not possible, continued service would violate law, or the other party becomes subject to applicable insolvency proceedings.

On termination, Customer's access and Fluxo's authority to perform new actions end. Unless a plan or Order Form states otherwise, Customer may request an export for 30 days. Fluxo will delete active Customer Content within 60 days and allow routine backups to expire within 90 days, except where law, security, a legal hold or dispute requires retention. Accrued payment obligations and provisions intended by their nature to survive will remain effective.

Connected Services and other third-party services are controlled by their providers. Fluxo does not warrant their availability, data, decisions or policies. Customer's rights against a third party are governed by its agreement with that third party. Fluxo is responsible for its own Services and its selection and management of subprocessors as required by applicable agreement and law.

Each party represents that it has authority to enter the agreement. Fluxo warrants that paid Services will perform materially in accordance with applicable documentation under normal authorized use. Customer's remedy for a verified breach is correction or re-performance and, if Fluxo cannot provide either within a reasonable period, termination of the affected Service with a pro-rata refund of prepaid fees for the unused period.

Except for express warranties in these Terms or an Order Form and to the maximum extent permitted by law, the Services and Outputs are provided "as is" and "as available". Fluxo disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation. Nothing excludes a warranty or remedy that applicable law does not permit the parties to exclude.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive or consequential loss, or loss of profits, revenue, goodwill, anticipated savings or data, arising from the agreement, even if advised that such loss was possible.

Each party's total aggregate liability arising from the Services will not exceed the fees paid or payable by Customer for the affected Services in the 12 months before the event giving rise to liability. For free Services, Fluxo's total aggregate liability will not exceed INR 10,000.

These limitations do not apply to payment obligations, fraud, wilful misconduct, gross negligence, breach of confidentiality, infringement or misappropriation of the other party's intellectual property, or liability that applicable law cannot limit. The limitations apply in aggregate and are a fundamental part of the commercial allocation of risk.

Customer will defend and indemnify Fluxo against third-party claims arising from Customer Content, Customer's advertising, Customer's unlawful or unauthorized use, or Customer's breach of Connected Service policies or third-party rights.

Fluxo will defend and indemnify Customer against a third-party claim that the paid Services, as provided by Fluxo and used as authorized, infringe an intellectual property right. Fluxo may modify or replace affected Services or terminate them with a pro-rata refund of prepaid fees for the unused period. Indemnity requires prompt notice, control of the defence by the indemnifying party and reasonable cooperation, and no settlement may admit fault or impose non-monetary obligations on the other party without its consent.

These Terms and related non-contractual disputes are governed by the laws of India, including applicable provisions of the Information Technology Act, 2000 and rules made under it, without regard to conflict-of-law principles. The parties will first attempt in good faith to resolve a dispute within 30 days after written notice. Subject to any non-waivable legal right, the competent courts in Gujarat, India have exclusive jurisdiction.

Neither party is liable for delay caused by events beyond its reasonable control, excluding payment obligations. Customer may not assign the agreement without Fluxo's consent, except with a merger or sale of substantially all assets where the assignee is not a direct competitor and assumes the agreement. Fluxo may assign the agreement in connection with a corporate reorganization, merger or sale of substantially all relevant assets.

Failure to enforce a term is not a waiver. If a term is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue. The parties are independent contractors. There are no third-party beneficiaries. Headings are for convenience. Electronic notices and acceptances are valid to the extent permitted by law.

These Terms, the Privacy Policy, the applicable plan, Order Forms and incorporated addenda are the entire agreement about the Services and replace earlier discussions on that subject. Fluxo may update these Terms prospectively. Material changes affecting an active paid term will be notified and will apply at renewal unless required sooner by law, security or a Connected Service.

Contractual and legal notices to Navaix Technology Private Limited may be sent to it.helpdesk@heyfluxo.com. Notices to Customer may be sent to the account administrator or address in the applicable Order Form.