FlexOps Platform — Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern your access to and use of the FlexOps platform ("Platform"), operated by FlexOps, LLC ("Company," "we," "us," or "our"). The Platform includes the FlexOps website at flexops.io, the Ship Manager application, and the Gateway API accessible at api.flexops.io.

You accept these Terms by checking the acceptance box when you create an account, or by signing an order form that references them. Continuing to access or use the Platform after that also confirms your agreement, but the checkbox or the order form is what forms the contract. If you do not agree, you must not use the Platform.

If you are accepting on behalf of a company or other organization, you represent and warrant that you have authority to bind that organization to these Terms. In that case "you" and "your" mean that organization, and the individual accepting is agreeing on its behalf. If you have no such authority, you must not accept these Terms or use the Platform on that organization's behalf.

2. Definitions

• "Platform" means the FlexOps website, Ship Manager application, Gateway API, documentation, and all related tooling.
• "API" means the FlexOps Gateway RESTful API, including versioned endpoints, documentation, SDKs, and related tooling.
• "Ship Manager" means the FlexOps Ship Manager web application used for warehouse operations, order fulfillment, and shipping management.
• "API Key" means the unique cryptographic credential issued to authenticate API requests.
• "Workspace" means an organizational unit within the Platform to which your users, API Keys, usage quotas, and billing are scoped.
• "Label" means a shipping label generated through the API or Ship Manager for a carrier enabled for your Workspace.
• "API Call" means any individual HTTP request made to a non-label API endpoint, including address validation, rate calculation, tracking lookups, and analytics queries.
• "Plan" means the subscription tier associated with your Workspace that determines your usage quotas, feature access, and team size.
• "Carrier" means a third-party shipping carrier whose services are enabled for the applicable Workspace and transaction.
• "Overage" means label generation that exceeds your Plan's included monthly allocation.

3. Account and Workspace

3.1 Registration

To use the Platform you must create an account with a valid email address and establish a Workspace. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

3.2 Workspace Creation

Each user may create one free Workspace. Additional Workspaces require a paid Plan upgrade. Joining an existing Workspace via invitation is always free and unlimited.

3.3 Team Members

The number of team members per Workspace is limited by your Plan. You are responsible for the actions of all users within your Workspace.

3.4 Age Requirement

You must be at least 18 years of age or the age of majority in your jurisdiction to use the Platform.

4. Platform Services

4.1 FlexOps Website

The FlexOps website provides account management, Workspace administration, onboarding, billing, subscription management, and access to documentation.

4.2 Ship Manager

Ship Manager is a web application for warehouse operators and fulfillment teams. It provides order management, inventory tracking, shipping label creation, pick-and-pack workflows, carrier pickup scheduling, and reporting. Ship Manager is available on Software Plans (Starter, Team, Pro, Growth) and Bundled Plans (Pro+, Growth+, Enterprise).

4.3 Gateway API

The API provides programmatic access to enabled shipping and logistics operations, including address validation, rate calculation, shipping-label generation, shipment tracking, order management, inventory management, return processing, and analytics. Carrier availability is published separately and may vary by environment and workspace. See Section 6: API-Specific Terms for detailed API terms.

4.4 Supported Carriers

5. Plans, Pricing, and Billing

5.1 Plan Categories

FlexOps offers three categories of Plan:

• Software Plans — Starter (free), Team, Pro, and Growth. Ship Manager access with a monthly label allocation.
• API Plans — Developer (free), Launch, Core, and Scale. Gateway API access with a monthly label allocation and a separate API call budget.
• Bundled Plans — Pro+, Growth+, and Enterprise. Ship Manager and API access combined.

5.2 Fees and Allocations

The price, included label allocation, API call budget, and team-size limit for each Plan are published on the FlexOps pricing page and shown in your Workspace billing settings.

The fees applicable to your Workspace are those in effect for your Plan at the start of each billing cycle. Those two sources control; this document does not restate them, so that there is one authoritative statement of what a Plan costs rather than a copy that can fall out of date. Changes to fees are governed by Section 5.8.

5.3 Enterprise Plans

Enterprise pricing, allocations, and limits are set individually and recorded in a signed order form, which takes precedence over these Terms to the extent of any conflict (see Section 20.1).

5.4 Billing Cycle and Automatic Renewal

• All Plans are billed monthly on the anniversary of your subscription start date.
• Paid Plans renew automatically. Your subscription continues month to month at the then-current price for your Plan, and your payment method on file is charged on each renewal date, until you cancel. There is no minimum term and no cancellation fee.
• How to cancel. You may cancel at any time, without contacting us, from your Workspace billing settings. Cancellation takes effect at the end of the billing period in which you cancel; you keep paid features until then, and your Workspace reverts to the applicable free tier. See the Refund Policy.
• Payment is processed via Stripe. You must maintain a valid payment method on file for paid Plans.
• A receipt showing the amount charged and the period covered is emailed to your billing contact after each charge.
• Plan changes (upgrades or downgrades) take effect at the start of the next billing cycle unless otherwise specified.

5.5 Free Tier Limitations

Free Plans (Starter and Developer) are intended for evaluation, development, and low-volume production use. Free-tier Workspaces are subject to hard enforcement at quota limits with no buffer zone, lower rate limit thresholds, best-effort support only, and feature restrictions as determined by Plan capabilities.

This Section applies to free Plans only. FlexOps may change the features included in a free Plan at any time. Any material reduction in the features included in a paid Plan will be made in accordance with Section 18.

5.6 Upgrade Credits

If you upgrade to a higher-tier Plan within the same billing cycle after incurring label overage charges, the overage amounts you have already paid during that cycle are automatically credited toward the cost of the new Plan. Any credit remaining after the upgrade cost has been applied does not expire: it carries forward into subsequent billing cycles and continues to offset amounts you owe until it is fully used.

Upgrade credits apply only to Plan upgrades. They are non-transferable, have no cash value, are not redeemable for a refund, and are forfeited on termination or deletion of the Workspace. Credits already accrued from a prior upgrade remain in your Workspace and continue to apply even if you later downgrade. If you downgrade, no credit is issued for the difference between Plan tiers for the current cycle (see the Refund Policy). Your current credit balance and transaction history are available in your Workspace dashboard.

5.7 Taxes, Duties, and Carrier Adjustments

Plan fees and other amounts stated by FlexOps do not include sales, use, excise, value-added, or similar taxes or governmental assessments unless expressly stated otherwise. You are responsible for all such taxes and assessments associated with your use of the Platform, other than taxes imposed on FlexOps's net income.

You are also responsible for customs duties, tariffs, brokerage fees, and carrier-imposed charges or adjustments arising from your shipments, including adjustments based on package weight, dimensions, address, service level, or contents. If FlexOps is required to collect or pay an amount for which you are responsible, FlexOps may invoice you or charge your payment method on file. You must provide any valid tax-exemption documentation before the applicable charge is incurred.

5.8 Changes to Fees

FlexOps may change Plan fees, included allocations, and overage rates. We will give you at least 60 days' notice by email to your billing contact and by notice within the Platform before a change takes effect. A change applies from your next renewal date after the notice period ends, never retroactively. If you do not accept a fee increase, you may cancel before it takes effect under Section 5.4 and will not be charged the increased amount.

6. API-Specific Terms

This section applies specifically to the Gateway API. If you do not use the API, this section does not apply to you.

6.1 API Environments

6.2 API Key Management

Key Types

Key Security Requirements

You are solely responsible for safeguarding your API Keys. You must:

• Never expose Secret (sk_) or Live (live_) keys in client-side code, public repositories, browser JavaScript, or mobile applications.
• Transmit keys only via HTTPS in the Authorization header or X-Api-Key header. Query string transmission is prohibited.
• Rotate keys immediately if you suspect unauthorized access or compromise.
• Not share keys across organizations or Workspaces.

A key is issued as exactly one of the four types above, chosen at creation, and the prefix identifies the type. Test (test_) keys address the sandbox environment described in Section 6.1. Live (live_), Secret (sk_), and Public (pk_) keys address the production environment and result in real carrier transactions and real charges.

API Keys are displayed only once at creation. FlexOps stores only a SHA-256 hash and cannot retrieve your raw key. Lost keys must be revoked and regenerated.

Key Revocation

FlexOps reserves the right to revoke API Keys immediately and without notice if abuse or Terms violations are detected, the associated Workspace is suspended or terminated, or a security incident affecting key integrity is identified.

6.3 API Versioning and Lifecycle

Versioning Scheme

The API uses URL-based versioning (e.g., /api/v3/shipping/...). The current versions and their status are:

Deprecation Policy

When an API version is scheduled for deprecation:

1. A deprecation notice will be published at least 90 days in advance via email to Workspace administrators and in the API response headers (Deprecation and Sunset headers).
2. During the deprecation window, the deprecated version will continue to function but may return a Warning response header.
3. After the sunset date, deprecated endpoints will return HTTP 410 Gone.

Breaking Changes

We will not introduce breaking changes to an existing API version, except where a change is required by a Carrier, by applicable law, or to remediate a security vulnerability. Where such a change is unavoidable we will give as much advance notice as the circumstances permit. New functionality and all other breaking changes will be introduced in a new version. Non-breaking additions (new optional fields, new endpoints within an existing version) may be introduced at any time.

6.4 Rate Limits and Throttling

Global Rate Limits

Carrier-Specific Concurrency Limits

Database Operation Limits

Order, inventory, and fulfillment endpoints are subject to a shared concurrency limiter of 20 maximum concurrent database operations with a queue depth of 10.

The specific thresholds stated in this Section are current as of the version date of these Terms and are operational parameters, not contractual commitments. FlexOps may adjust them to protect Platform stability or to meet Carrier requirements; the current values are published in the API documentation, which controls.

Rate Limit Responses

When rate limits are exceeded, the API returns HTTP 429 Too Many Requests with a Retry-After header indicating the number of seconds to wait before retrying. You must implement exponential backoff and respect Retry-After headers. Clients that repeatedly ignore rate limit responses may be subject to temporary IP-level blocking.

6.5 API Call Budget

API calls to address validation, rate calculation, and tracking endpoints are metered separately from label generation:

• Developer (Free) Plan: Hard enforcement at 1,000 API calls/month. No buffer.
• Paid Plans: 10% buffer zone beyond the stated limit. Hard enforcement at 110% of the stated budget.
• No per-call overage fees. API calls are subject to hard limits only; you will not be billed for individual API calls beyond your Plan allocation.

When your API call budget is exhausted, the API will return HTTP 429 Too Many Requests with a Retry-After header and a response body containing your current usage, Plan limit, and an upgrade URL.

7. Usage Limits and Quotas

7.1 Label Overage Charges

If your Workspace exceeds its monthly included label allocation:

7.2 Overage Notification Sequence

1. 80% of included labels used — Informational email and dashboard alert.
2. Included limit reached — Overage billing begins; alert email sent.
3. 75% of overage buffer consumed — Urgent notification with upgrade recommendation.
4. 100% of overage buffer consumed — Label generation is blocked until the next billing cycle or a Plan upgrade.

7.3 Usage Reset

Label allocations and API call budgets reset on different schedules:

• Label allocations reset on your Workspace's own monthly reset date, which is derived from your subscription start date and advances by one month at each reset. Resets are applied by a daily process that runs shortly after 01:00 UTC, so a reset takes effect on, and may complete a few hours into, your reset date.
• API call budgets reset on the first day of each calendar month at 00:00 UTC.

Your current usage, allocation, and next reset date for each are shown in your Workspace dashboard, which is the authoritative record.

8. Acceptable Use Policy

8.1 Permitted Use

You may use the Platform for:

• Generating shipping labels for legitimate shipments.
• Calculating shipping rates for goods you intend to ship.
• Validating addresses for shipping and fulfillment purposes.
• Tracking shipments you have created or are authorized to track.
• Managing inventory and orders within your authorized Workspace.
• Building applications that integrate with the FlexOps shipping infrastructure.

8.2 Prohibited Use

You must not:

1. Abuse free-tier quotas — Use a free Plan as a free address validation, rate calculation, or tracking microservice without a proportional relationship to label generation activity.
2. Operate multiple free-tier accounts — Register multiple Workspaces across different domains to circumvent quota limits.
3. Resell Platform access — Sublicense, resell, or redistribute access to the Platform or carrier integrations to third parties without a written agreement from FlexOps.
4. Reverse engineer carrier integrations — Attempt to extract, replicate, or independently access underlying carrier APIs by reverse engineering requests or responses.
5. Circumvent rate limits — Use techniques such as IP rotation, distributed request patterns, or credential cycling to evade rate limits or abuse detection systems.
6. Transmit malicious content — Submit requests containing malware, exploit code, injection payloads, or content designed to compromise Platform infrastructure.
7. Scrape or harvest data — Systematically extract data from the Platform for purposes unrelated to your shipping operations.
8. Interfere with service operation — Perform denial-of-service attacks, stress tests, or load tests without prior written authorization.
9. Violate carrier terms — Use the Platform in any manner that violates the terms of an enabled carrier.
10. Ship prohibited items — Use the Platform to generate labels for items prohibited by applicable law or carrier policies.

8.3 Abuse Detection

FlexOps employs automated systems to detect abuse, including:

• Budget enforcement at the API Gateway and service layers.
• IP correlation analysis to detect coordinated multi-account abuse.
• Request pattern fingerprinting to identify scripted or automated abuse.
• Domain age verification for newly created Workspaces with anomalous usage patterns.
• Usage ratio monitoring to flag disproportionate non-label consumption.

8.4 Consequences of Violation

Violations may result in, at our sole discretion:

• Temporary or permanent throttling of access.
• Revocation of API Keys.
• Suspension or termination of your Workspace.
• Recovery of damages, including costs incurred from carrier API abuse.

9. Third-Party Services and Carrier Terms

9.1 Carrier Dependencies

The Platform acts as an intermediary to third-party carrier APIs when a carrier is enabled for your Workspace. You acknowledge that carrier services are governed by their own terms of service, which you are independently bound by when using their services through our Platform. Carrier API availability, accuracy of rates, tracking data, and delivery estimates are provided by the carriers and are outside our control. Carrier rate changes, service modifications, or API deprecations may affect Platform functionality with limited advance notice.

9.2 Payment Processing

• Payment processing is handled by Stripe. Your use of payment features is subject to the Stripe Services Agreement.
• Financial data connectivity (where enabled) is provided by Plaid and is subject to Plaid's terms of service.

9.3 No Guarantee of Third-Party Availability

We do not guarantee the availability, accuracy, or performance of third-party services accessed through the Platform. Service disruptions caused by carrier outages, payment processor issues, or other third-party dependencies are not considered breaches of these Terms.

9.4 Shipment Compliance and International Shipments

You are responsible for the accuracy, completeness, and legality of all shipment information you submit through the Platform, including package contents, weight, dimensions, value, origin, destination, tariff classifications, customs declarations, and required permits or documentation.

You must comply with all applicable laws, carrier requirements, import and export controls, economic sanctions, customs requirements, and rules governing prohibited, restricted, dangerous, or hazardous materials. Unless a separate written agreement states otherwise, you are responsible for determining whether a shipment may lawfully be transported and for obtaining all required authorizations. FlexOps may refuse, suspend, or cancel a shipment or restrict access to the Platform when we reasonably believe these requirements have not been met.

9.5 Sanctions and Export Representations

You represent and warrant, on each day you use the Platform, that neither you, nor any person who owns or controls you, nor any user in your Workspace is: (a) identified on the U.S. Treasury Department's Specially Designated Nationals and Blocked Persons List or any other restricted-party list maintained by the United States, the United Kingdom, or the European Union; or (b) located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. economic sanctions. You will not use the Platform to ship to, from, or on behalf of any such person, country, or territory.

FlexOps may suspend or terminate your access immediately and without notice if this representation becomes untrue, or if we reasonably believe that continuing to provide the Platform to you would violate sanctions or export-control law. No refund is due on a termination under this Section.

9.6 Disputes with Carriers and Other Users

FlexOps is an intermediary. It is not a party to the contract of carriage between you and a Carrier, and it is not a party to any dealing between you and another user of the Platform.

If you have a dispute with a Carrier or with another user, you release FlexOps and its officers, directors, employees, and agents from claims, demands, and damages of every kind, known or unknown, arising out of or in any way connected with that dispute.

This release reaches disputes with third parties only. It does not release FlexOps from claims arising out of FlexOps's own acts or omissions, from its obligations under these Terms, or from any liability that cannot be released under applicable law.

If you are a California resident, you waive California Civil Code Section 1542, which reads: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

Without that waiver a release covers only the claims you already knew about when you gave it, so the waiver is what makes this Section mean anything. It is limited to third-party disputes for the same reason it is stated plainly: a release that swept in FlexOps's own conduct would be both wrong and, in all likelihood, unenforceable.

10. Data Handling and Privacy

10.1 Where to Find the Detail

The categories of data the Platform processes, what we never store, how long each category is kept, and your rights over it are set out in the documents below rather than restated here. Keeping one authoritative description of each practice is deliberate: two documents describing the same thing is a guarantee that one day they will disagree.

The provisions that follow are contractual commitments in these Terms, not descriptions.

10.2 Data Isolation

The Platform is designed to enforce strict multi-tenant data isolation. All data access is scoped to your authenticated Workspace and Customer ID, and that scoping is applied at the authorization, query, and database layers.

10.3 Data Deletion

Upon Workspace termination, your data will be deleted in accordance with our data retention policy, subject to any legal or regulatory holds. You may request data export prior to account closure.

10.4 Compliance

Roles. For personal information contained in the shipments, orders, and contacts you submit — including personal information about your own customers and shipment recipients — you are the controller (and, under U.S. state privacy laws, the business), and FlexOps acts as your processor and service provider. We process that information only on your documented instructions, which these Terms constitute, and only to provide the Platform and to meet our legal obligations. We do not sell or share it, and we do not use it for our own marketing.

Territory. The Platform is offered to customers established in the United States and for shipments originating in the United States. FlexOps is not currently set up to act as a processor for controllers established in the European Economic Area, the United Kingdom, or Switzerland.

Data processing agreement. If you require a processor agreement under Article 28 of the GDPR or the UK GDPR, the FlexOps Data Processing Addendum is published and includes the Standard Contractual Clauses (Module 2) and the UK Addendum. Contact legal@flexops.io before using the Platform so that it can be put in place; it is not automatically incorporated by your acceptance of these Terms.

For detail on the personal information we process about you and the rights you have over it, refer to our Privacy Policy.

11. Security

11.1 Transport Security

HTTPS is mandatory. All Platform requests must be made over TLS 1.2 or higher. HTTP requests will be rejected. HSTS (HTTP Strict Transport Security) is enforced on all endpoints.

11.2 Request Validation

All incoming requests are inspected by security middleware applying commercially reasonable controls, which currently include detection of injection and cross-site scripting patterns, path traversal and header injection attempts, and enforcement of a request body size limit. The specific controls and thresholds are operational parameters and may change; the current request size limit is published in the API documentation.

11.3 Incident Reporting

If you discover a security vulnerability in the Platform, please report it responsibly to security@flexops.io. Do not publicly disclose vulnerabilities before they have been addressed.

11.4 Breach Notification

If FlexOps confirms a breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to your data, we will notify your Workspace administrators without undue delay and in any event within seventy-two (72) hours of confirmation. The notice will describe the nature of the breach, the categories of data affected so far as known, the likely consequences, and the measures taken or proposed. We will provide reasonable further information and assistance to help you meet your own notification obligations.

12. Service Level

12.1 Availability Target

FlexOps targets 99.95% monthly uptime for the Platform, measured as the percentage of minutes in a calendar month during which the Platform is operational and responsive.

12.2 Exclusions

The availability target excludes:

• Scheduled maintenance windows (announced at least 48 hours in advance).
• Third-party carrier API outages or degradation.
• Force majeure events.
• Service disruptions caused by your actions or your downstream systems.
• Issues arising from your failure to meet minimum system requirements.

12.3 Performance Expectations

Under normal operating conditions:

• p95 API latency for rate calculations, address validation, and tracking: < 500 ms (excluding carrier response time).
• Label generation response time varies by carrier and label complexity; typical range is 1–5 seconds.

These are targets, not guarantees. Actual performance depends on carrier API responsiveness, request complexity, and system load.

12.4 Incident Communication

In the event of a service disruption, we will communicate updates through our status page and email notifications to Workspace administrators.

13. Intellectual Property

13.1 Our IP

The Platform, its documentation, underlying software, carrier integrations, and all associated intellectual property remain the exclusive property of FlexOps. These Terms grant you a limited, non-exclusive, non-transferable, revocable license to use the Platform in accordance with your Plan and these Terms.

13.2 Your Data

You retain all rights to the data you submit through the Platform. You grant FlexOps a limited license to process this data solely to provide the Platform services, and to create aggregated, de-identified statistics that cannot reasonably be used to identify you, your customers, any shipment recipient, or any individual. FlexOps may use those statistics to operate and improve the Platform. FlexOps will not use your data to train machine-learning models made available to other customers, and will not disclose your data to any third party except as necessary to provide the Platform or as required by law.

13.3 Feedback

Any suggestions, feature requests, or feedback you provide regarding the Platform may be used by FlexOps without obligation or compensation to you.

13.4 Confidentiality

Each party may receive information of the other that is marked confidential, or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure ("Confidential Information"). Your API Keys, your data, and any non-public pricing offered to you are your Confidential Information; the non-public elements of the Platform, its documentation, its security details, and any non-public roadmap or pricing we disclose to you are ours.

Each party will use the other's Confidential Information only to perform under these Terms, will protect it with at least the care it uses for its own confidential information of like importance and no less than reasonable care, and will not disclose it except to personnel and advisers who need it and are bound by confidentiality obligations no less protective than these. This Section does not apply to information that is or becomes public without breach, was already known free of any duty of confidence, or is independently developed. A party may disclose Confidential Information where legally compelled, giving the other party prompt notice where lawful so that it can seek protection.

14. Warranties and Disclaimers

14.1 Service Warranty

FlexOps warrants that the Platform will perform substantially in accordance with its published documentation under normal use. This warranty does not extend to third-party carrier services, rates, or delivery outcomes; issues caused by your misuse, misconfiguration, or violation of these Terms; or features described as beta, experimental, or preview.

To claim under this warranty you must notify FlexOps in writing within thirty (30) days of discovering the non-conformity, in enough detail for us to reproduce it. Your sole and exclusive remedy, and FlexOps's entire liability, for breach of this warranty is that FlexOps will, at its option, correct or re-perform the affected Service within a reasonable period or, if it cannot do so, terminate the affected subscription and refund the prepaid fees covering the unexpired portion of the then-current billing period.

14.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FLEXOPS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

14.3 Carrier Data Accuracy

Shipping rates, transit times, tracking events, address validation results, and service standards returned by the Platform are sourced from third-party carriers. FlexOps does not warrant the accuracy, completeness, or timeliness of carrier-provided data.

14.4 Compliance Determinations Are Informational

Any indication the Platform gives about whether a shipment, item, mail class, or service combination is permitted — including hazardous-materials and restricted-item eligibility, service availability, and required documentation — is an informational aid derived from published carrier and regulatory materials. It is not a determination that a shipment may lawfully or permissibly be transported, and carriers do not necessarily reject a non-compliant request at the point of label purchase. You remain solely responsible under Section 9.4 for determining shipability, for classifying and declaring your contents accurately, and for obtaining any required authorization. FlexOps disclaims all liability for fines, penalties, carrier adjustments, seizure, or loss arising from a shipment that was not in fact eligible.

14.5 Beta and Preview Features

FlexOps may make features available labelled beta, preview, experimental, or early access. Those features are provided as is, without warranty of any kind, are excluded from the availability target in Section 12, may change or be withdrawn at any time without notice, and should not be relied on in production. FlexOps's liability arising from a beta or preview feature is excluded to the maximum extent permitted by law.

15. Limitation of Liability

15.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLEXOPS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO FLEXOPS DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

15.2 Exclusion of Damages

IN NO EVENT SHALL FLEXOPS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, PROFITS, OR BUSINESS OPPORTUNITIES; SHIPPING DELAYS, MISDELIVERIES, OR CARRIER SERVICE FAILURES; COST OF PROCUREMENT OF SUBSTITUTE SERVICES; DATA LOSS OR CORRUPTION; OR REPUTATIONAL HARM.

15.3 Carrier Liability

FlexOps is not a carrier and does not assume liability for the physical transportation, delivery, loss, or damage of shipments. Claims related to shipping outcomes must be filed directly with the applicable carrier.

15.4 Exceptions to the Cap

Section 15.1 (Cap on Liability) does not apply to:

• Your obligations under Section 16.1 (Indemnification by You), and FlexOps's obligations under Section 16.2 (Indemnification by FlexOps).
• Amounts you owe FlexOps under these Terms, including Plan fees, overage charges, postage, and carrier adjustments.
• Either party's breach of Section 13.4 (Confidentiality).
• Your infringement or misappropriation of FlexOps's intellectual property, or your breach of Section 8 (Acceptable Use).
• Either party's fraud, gross negligence, or willful misconduct.
• Any liability that cannot be limited or excluded under applicable law, including liability for death or personal injury caused by negligence.

15.5 Exceptions to the Exclusion of Damages

Section 15.2 (Exclusion of Damages) does not apply to:

• Your breach of Section 8 (Acceptable Use).
• Either party's breach of Section 13.4 (Confidentiality).
• Either party's fraud, gross negligence, or willful misconduct.
• Any liability that cannot be limited or excluded under applicable law, including liability for death or personal injury caused by negligence.

The indemnities in Section 16 are deliberately absent from this list. An indemnity escapes the cap in Section 15.1 but remains subject to the exclusion of indirect and consequential damages in Section 15.2. Those are two different protections, and collapsing them would leave both parties' indemnity obligations open to claims for lost profits, substitute-service costs, and reputational harm without any ceiling at all.

15.6 Savings Clause

Some jurisdictions do not allow the exclusion or limitation of implied warranties, or of incidental or consequential damages. To the extent your jurisdiction does not allow such an exclusion or limitation, the exclusions and limitations in Sections 14 and 15 apply to you only to the fullest extent that law permits, and the remainder of those Sections remains in effect.

15.7 Independent Allocations of Risk

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES EXISTS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF EVERY OTHER PROVISION, AND EACH WILL APPLY EVEN IF IT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

16. Indemnification

16.1 Indemnification by You

You agree to indemnify, defend, and hold harmless FlexOps, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Platform in violation of these Terms.
• Your violation of applicable laws or carrier terms of service.
• Shipment of prohibited, restricted, or hazardous materials.
• Your negligence or willful misconduct in connection with the Platform.
• Claims by third parties arising from your applications or integrations.

16.2 Indemnification by FlexOps

FlexOps will indemnify, defend, and hold you and your officers, directors, agents, and employees harmless from settlement amounts and damages, liabilities, penalties, costs, and expenses payable to a third party (including reasonable attorneys' fees) arising from a third-party claim, demand, or allegation that the Platform infringes or misappropriates any United States copyright or trade secret.

FlexOps has no obligation under this Section to the extent the liability is caused in whole or in part by: (a) modification of the Platform by anyone other than FlexOps; (b) the combination, operation, or use of the Platform with other products, data, or services where the Platform alone would not be infringing; or (c) unauthorized or improper use of the Platform. FlexOps also has no obligation under this Section for a claim for which FlexOps is entitled to indemnification from you under Section 16.1.

This Section states FlexOps's entire obligation, and your sole remedy, in connection with any claim regarding the intellectual property rights of a third party.

16.3 Procedure

This procedure applies to both Section 16.1 and Section 16.2. The party seeking indemnity (the "Indemnified Party") will give the other (the "Indemnifying Party") prompt written notice of the claim; delay relieves the Indemnifying Party only to the extent it actually prejudices the defense. The Indemnifying Party has sole control of the defense and settlement using counsel reasonably acceptable to the Indemnified Party, and the Indemnified Party will cooperate at the Indemnifying Party's expense. The Indemnified Party may participate in the defense at its own expense with counsel of its own choosing. Neither party may settle a claim in a way that imposes an obligation or liability on the other, requires an admission by the other, or fails to release the other unconditionally, without that party's prior written consent.

17. Suspension and Termination

17.1 Termination by You

You may terminate your use of the Platform at any time by canceling your Plan through the Workspace settings. Prepaid fees for the current billing period are non-refundable, except as expressly provided in Section 14.1, Section 18, or the Refund Policy — which includes a pro-rata refund of prepaid, unused subscription fees where FlexOps terminates your account without cause under Section 17.3.

17.2 Suspension by FlexOps

FlexOps may suspend your access immediately and without prior notice if:

• You breach these Terms, including the Acceptable Use Policy.
• Your usage poses a security risk to the Platform or other users.
• Your Workspace has an outstanding payment obligation exceeding 30 days.
• Required by law, regulation, or carrier directive.

17.3 Termination by FlexOps

FlexOps may terminate your access with 30 days' written notice for any reason. In the event of termination for cause (material breach of these Terms), termination may be immediate upon notice.

17.4 Effect of Termination

Upon termination:

• All API Keys associated with your Workspace will be revoked.
• Your right to access the Platform ceases immediately.
• Outstanding overage charges and fees remain payable.
• Any unused upgrade credit balance is forfeited, has no cash value, and is not refundable.
• Data retention and deletion will proceed in accordance with Section 10.3 and the Privacy Policy.
• Where FlexOps terminates without cause under Section 17.3, a pro-rata refund is issued in accordance with the Refund Policy.

17.5 Survival

Sections 2, 5.7 (as to amounts already accrued), 8.4, 9.4, 9.5, 9.6, 10, 13, 14, 15, 16, 17.4, 17.5, 19, and 20 survive any termination or expiration of these Terms, together with any other provision that by its nature is intended to survive.

18. Modifications to These Terms

FlexOps may modify these Terms. Material changes will be communicated at least 30 days before the effective date, by email to your Workspace administrators and billing contact and by notice within the Platform. The version date at the top of this document will be updated, and superseded versions remain available on request from legal@flexops.io.

Continued use of the Platform on or after the effective date of modified Terms constitutes acceptance of them. If you do not accept a material change, you may reject it by terminating your Workspace before the effective date, and FlexOps will refund the prepaid, unused portion of your then-current billing period. That is your exclusive remedy for a change you do not accept.

A modification applies only from its effective date. No modification applies retroactively to a dispute that arose, or to fees that accrued, before that date. Changes to fees are governed by Section 5.8 rather than by this Section.

19. Governing Law and Dispute Resolution

19.1 Governing Law

These Terms, and any claim or cause of action arising out of or relating to them or to the Platform — whether based on contract, tort, statute, or otherwise — are governed by the law of the State of California, including its statutes of limitation, without giving effect to any conflicts-of-law principle requiring the application of the law of another jurisdiction, and excluding the United Nations Convention on Contracts for the International Sale of Goods.

19.2 Notice of Dispute and Informal Resolution

Before starting an arbitration or a court proceeding, the initiating party must send a written Notice of Dispute — to legal@flexops.io if you are initiating, or to your billing contact if FlexOps is — stating the name and Workspace concerned, the facts relied on, the relief sought, and how it was calculated. The parties will then attempt in good faith to resolve the dispute for 30 days from delivery of the Notice. Any applicable limitation period is tolled for that 30-day period. Either party may proceed to arbitration once the period ends.

19.3 Binding Arbitration

If the dispute is not resolved under Section 19.2, it will be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or, where the AAA determines that you are a consumer, its Consumer Arbitration Rules), as modified by this Section. The rules are available at adr.org or from the AAA on request.

• Arbitrator and seat. One arbitrator. The seat of arbitration is San Francisco, California. Hearings may be held by videoconference, by telephone, or on documents alone; if you request an in-person hearing it will be held in the federal judicial district of your principal place of business.
• Fees. Each party bears its own attorneys' fees and costs, except where a statute or the arbitrator's award provides otherwise. Filing, administrative, and arbitrator fees are allocated under the applicable AAA rules; where you are a consumer, FlexOps will pay those fees to the extent the AAA Consumer Rules require, and will in any event pay your share where the amount in dispute is under $10,000 and your claim is not frivolous.
• Authority. The arbitrator may award any relief a court could award to that party individually. The award is final and may be entered in any court of competent jurisdiction, and is not binding in any other proceeding.
• Delegation. The arbitrator decides all issues of arbitrability, including the scope, formation, interpretation, and enforceability of this Section — except that the enforceability of Section 19.5 (Class Action Waiver) is for a court, not the arbitrator, to decide.
• Confidentiality. The existence and content of the arbitration are confidential, save as needed to enforce or challenge the award or as required by law.

19.4 Exceptions to Arbitration

Notwithstanding Section 19.3:

• Either party may bring a qualifying individual claim in small-claims court instead of arbitration.
• Either party may seek temporary or permanent injunctive or equitable relief from a court of competent jurisdiction to protect its intellectual property, its Confidential Information, or the security or integrity of the Platform, without first proceeding under Sections 19.2 or 19.3 and without waiving any other part of this Section.
• For any claim not subject to arbitration, the parties submit to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, and waive any objection to venue or forum non conveniens there.

19.5 Class Action Waiver

You and FlexOps each agree to bring claims only in an individual capacity, and not as a plaintiff or class member in any class, collective, consolidated, private-attorney-general, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any form of representative proceeding unless both parties agree in writing. If this Section 19.5 is held unenforceable as to a particular claim or request for relief, that claim or request must be severed and brought in court under Section 19.4, and the remainder of Section 19 continues to apply to all other claims.

19.6 Coordinated Filings

If 25 or more Notices of Dispute raising substantially similar claims are filed against FlexOps by or with the assistance of the same counsel or coordinated group within any 90-day period, the parties will resolve them in staged batches of no more than 50 cases, each batch before a single arbitrator, with the limitation period tolled for all unfiled and un-batched cases in the meantime.

19.7 Right to Opt Out of Arbitration

You may opt out of Sections 19.3, 19.5, and 19.6 by emailing legal@flexops.io with the subject line "Arbitration Opt-Out" within 30 days of first accepting these Terms, stating your name and Workspace. Opting out affects nothing else in these Terms and will not affect your account, your Plan, or your relationship with FlexOps. If you opt out, disputes are resolved in the courts identified in Section 19.4.

19.8 Jury Trial Waiver

This Section applies only where a dispute proceeds in court rather than in arbitration — because you opted out under Section 19.7, because the claim falls within Section 19.4, or because a provision of this Section 19 is held unenforceable.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND FLEXOPS EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM. The waiver is mutual and applies to both parties equally.

Some jurisdictions do not enforce a jury trial waiver agreed before a dispute arises — California is one. Where that is so, this Section does not apply, the parties will try the matter to a court or jury as that jurisdiction requires, and the remainder of these Terms is unaffected.

19.9 Time Limit for Bringing a Claim

Any claim arising out of or relating to these Terms or the Platform must be commenced within one (1) year after the cause of action accrues, or it is permanently barred. This limit is mutual: it applies to claims by you against FlexOps and to claims by FlexOps against you, on the same terms.

It does not apply to:

• A claim for indemnification under Section 16, which may be brought within one year after the underlying third-party claim is asserted.
• Any claim for which applicable law does not permit the limitation period to be shortened by agreement. Where a jurisdiction forbids or restricts such shortening, the shortest period that jurisdiction does permit applies instead, and the rest of this Section is unaffected.

Time spent in the informal resolution period under Section 19.2, or tolled under Section 19.6, does not count against this one-year limit.

20. General Provisions

20.1 Entire Agreement and Order of Precedence

These Terms, together with the FlexOps Acceptable Use Policy, Refund Policy, Privacy Policy, and Cookie Policy — each incorporated into these Terms by reference, and together with the Data Processing Addendum where one has been executed between you and FlexOps — constitute the entire agreement between you and FlexOps regarding the Platform, and supersede all prior or contemporaneous understandings on that subject.

If those documents conflict, the following order controls, highest first: (1) a signed written agreement between you and FlexOps, including an Enterprise order form; (2) these Terms; (3) the Refund Policy; (4) the Acceptable Use Policy; (5) the Privacy Policy and Cookie Policy as to their subject matter; (6) any other FlexOps documentation. Purchase-order terms, click-through terms in your own systems, and other terms you put forward have no effect unless FlexOps signs them.

20.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

20.3 Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

20.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without FlexOps's prior written consent. FlexOps may assign these Terms in connection with a merger, acquisition, or sale of assets.

20.5 Force Majeure

FlexOps shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, pandemics, carrier disruptions, government actions, or infrastructure failures. This Section does not excuse either party's obligation to pay amounts due.

20.6 Notices

Notices to you are given by email to the addresses registered for your Workspace administrators and billing contact, or by notice within the Platform, and are deemed received on the day sent. Notices to FlexOps must be sent to legal@flexops.io and are deemed received on the next business day; a notice commencing legal proceedings must also be sent by nationally recognized courier to FlexOps, LLC at the address in Section 21. You are responsible for keeping your registered email addresses current. Email satisfies any requirement in these Terms for notice "in writing."

20.7 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship, and neither party may bind the other.

20.8 No Third-Party Beneficiaries

These Terms are for the benefit of you and FlexOps only. No other person — including any shipment recipient, end customer of yours, or carrier — acquires any right under them.

20.9 Interpretation

Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." These Terms will not be construed against either party as drafter.

20.10 Publicity

FlexOps may identify you as a FlexOps customer and use your company name and logo for that purpose in its marketing materials, including its website, case studies, and sales and press materials.

You may decline at any time, before or after any use, by emailing legal@flexops.io. We will stop using your name and logo in materials we control within thirty (30) days, though we may not be able to recall materials already printed or distributed.

This Section covers the fact that you are a customer and nothing more. It does not permit FlexOps to describe your business, your shipping volumes, or anything you have told us in confidence, and it grants no rights in your marks beyond identifying you as a customer.

21. Contact Information

If you have questions about these Terms, contact:

• General inquiries: support@flexops.io
• Legal inquiries: legal@flexops.io
• Security reports: security@flexops.io
• Privacy inquiries: privacy@flexops.io

FlexOps, LLC 39116 Fremont Hub, PMB 1222 Fremont, CA 94538-1328

For general inquiries, you can also:

• Visit our Support Center
• Submit a support request
• Review our Privacy Policy and Cookie Policy

By using the FlexOps Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.