Plain-Language Summary
This summary is provided for convenience only and does not replace, limit, or modify the Terms below. If anything in this summary conflicts with the operative Terms, the operative Terms control. Entreflux provides business-facing consulting, advisory, management, operational, digital, payment, and related services. By accessing the website, submitting information, booking a call, using any Entreflux digital property, purchasing services, or otherwise engaging with Entreflux, you agree to these Terms. Our materials, methods, processes, recommendations, pricing, proposals, systems, intake materials, and non-public communications are protected. You may not copy, scrape, reverse engineer, reuse, disclose, or use them to compete with us. Fees are generally non-refundable once work, intake, onboarding, preparation, reservation, review, advisory, strategy, management, implementation, or administrative activity has begun. We may suspend access, reject work, refuse service, preserve evidence, and enforce these Terms where we determine that there is legal, commercial, payment, security, operational, reputational, or platform risk. Disputes are generally handled through confidential binding arbitration in New York County, New York, with individual-only proceedings, a class action waiver, and a jury trial waiver, subject to court carve-outs for injunctive relief, collection, intellectual property, confidentiality, platform abuse, unauthorized access, and similar urgent or protective matters.
Terms of Service
These Terms of Service, together with any policies, notices, statements, purchase terms, checkout disclosures, privacy terms, acceptable-use requirements, security requirements, order forms, proposals, statements of work, master services agreements, engagement letters, non-disclosure agreements, or other supplemental terms that reference or apply to Entreflux services, constitute a binding agreement between you and Entreflux. These Terms are issued under the Entreflux Group name on behalf of itself and the broader Entreflux operating structure, including any current or future divisions, business units, affiliates, successors, permitted assignees, managed entities, sponsored entities, special purpose vehicles, operating partners, subcontractors, representatives, and any present or future entity operating under the Entreflux brand or business, collectively, Entreflux, we, us, or our. You means the individual, company, organization, representative, user, visitor, client, prospective client, counterparty, partner, vendor, contractor, applicant, or other person or entity accessing, receiving, purchasing, using, evaluating, or interacting with any Entreflux Service. If you access or use the Services on behalf of an entity, you represent and warrant that you have authority to bind that entity and its affiliates, personnel, and representatives, and you and that entity are jointly and severally responsible for compliance with these Terms.
Recitals
WHEREAS, Entreflux provides business-facing consulting, advisory, management, growth, strategy, sales, marketing, finance, operations, technology, payment, intake, platform, and related services, including through digital properties and third-party services. WHEREAS, Entreflux may make available websites, forms, intake flows, payment pages, scheduling pages, communications, software-enabled workflows, documents, frameworks, recommendations, analyses, proposals, reports, and other materials in connection with actual or potential engagements. WHEREAS, you desire to access, evaluate, purchase, receive, or otherwise interact with the Services, and Entreflux is willing to permit such access and interaction only subject to these Terms. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.
1. Purpose
These Terms govern access to and use of the Services, including the website, payment pages, scheduling flows, intake materials, communications, proposals, digital tools, consulting deliverables, managed services, platform administration, and all related interactions with Entreflux. The purpose of these Terms is to establish the baseline commercial, legal, confidentiality, intellectual property, payment, enforcement, risk-allocation, and dispute-resolution terms applicable to every interaction with Entreflux unless a signed written agreement expressly states that a specific provision supersedes these Terms.
2. Definitions
2.1 Entities
Affiliate means, with respect to any person or entity, any other person or entity that controls, is controlled by, or is under common control with such person or entity. Control means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies, operations, assets, or commercial decisions, whether through ownership, contract, voting rights, management rights, agency, appointment, or otherwise. Representatives means, with respect to Entreflux, any of its and its Affiliates' directors, officers, employees, contractors, consultants, agents, advisors, attorneys, accountants, financing sources, subcontractors, referral partners, appointment setters, sales closers, operators, vendors, developers, payment processors, platform providers, and other persons engaged by or on behalf of Entreflux. Business Day means any day other than a Saturday, Sunday, or day on which banks in New York, New York are authorized or required to close.
2.2 Services and Materials
Services means any website, page, platform, tool, form, intake workflow, payment flow, scheduling flow, document, content, communication, consultation, advisory service, management service, growth service, marketing service, sales service, finance service, technology service, implementation service, operational support, deliverable, work product, recommendation, report, system, template, playbook, process, or other product or service offered, provided, managed, sponsored, or made available by or on behalf of Entreflux. Entreflux Materials means all non-public or proprietary materials, methods, systems, processes, frameworks, strategies, analyses, templates, playbooks, work product, proposals, pricing, fee structures, sales materials, marketing materials, intake materials, software, designs, copy, visuals, documents, recommendations, communications, data, metadata, recordings, transcripts, notes, and other content owned, controlled, licensed, possessed, received, generated, or maintained by or for Entreflux. Client Materials means information, content, files, data, records, credentials, access, documents, communications, or other materials that you provide or make available to Entreflux in connection with the Services. Confidential Information means any non-public information disclosed or made available by or on behalf of a party that is designated as confidential or reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Entreflux Confidential Information includes Entreflux Materials, the existence, status, and substance of discussions with Entreflux, proposals, pricing, scope, strategy, analyses, workpapers, recommendations, systems, credentials, access methods, and all copies, excerpts, summaries, compilations, notes, and derivatives thereof.
3. Acceptance; Eligibility; Authority
3.1 Acceptance
You accept these Terms by accessing the website, using the Services, submitting a form, scheduling a call, clicking acceptance, making a payment, receiving a proposal, reviewing non-public materials, participating in an intake process, communicating with Entreflux about an actual or potential engagement, or otherwise interacting with Entreflux after these Terms are made available.
3.2 Business Use
The Services are intended primarily for business, commercial, professional, and organizational use. You represent that you are acting in a commercial or professional capacity, and not for personal, family, household, or consumer purposes, unless Entreflux expressly agrees otherwise in writing. To the fullest extent permitted by law, you waive any consumer-specific protections, cancellation rights, venue rights, class procedures, or remedies that may be waived by a person acting in a business or professional capacity. Nothing in these Terms limits non-waivable rights that applicable law requires to remain available.
3.3 Authority
If you act on behalf of an entity, you represent and warrant that you have full power and authority to bind that entity and its Affiliates. You are responsible for all acts and omissions of your Affiliates, personnel, agents, representatives, contractors, vendors, and users that would constitute a violation of these Terms if committed by you.
4. Changes to these Terms
Entreflux may amend, restate, supplement, or replace these Terms at any time by posting updated Terms or otherwise making them available. Updated Terms become effective when posted or on the effective date stated in the update. Your continued access to or use of the Services after updated Terms become effective constitutes acceptance of the updated Terms. Entreflux may, but is not obligated to, provide separate notice of material changes.
5. Scope of Services; Order of Precedence
5.1 General Scope
Entreflux may provide strategy, consulting, growth advisory, sales support, marketing support, management services, digital transformation, platform administration, payment administration, intake review, analytics, implementation coordination, and related professional services.
5.2 Statements of Work and Other Agreements
Specific deliverables, timelines, fees, payment mechanics, and engagement-specific terms may be set out in a signed statement of work, master services agreement, engagement letter, proposal, invoice, payment page, checkout disclosure, or other written agreement.
5.3 Priority
If a signed written agreement between you and Entreflux expressly conflicts with these Terms, that signed written agreement controls solely with respect to the specific conflict and solely for the applicable engagement. These Terms otherwise supplement and remain enforceable. Informal statements, sales calls, emails, estimates, proposals, and course-of-dealing do not override these Terms unless they expressly state an intent to supersede a specific provision and are signed by an authorized Entreflux representative.
5.4 No Obligation
Entreflux is not obligated to accept you as a client, continue discussions, provide a proposal, start work, maintain access, continue Services, or enter into any transaction. Entreflux may decline, suspend, limit, modify, or terminate access or Services at any time for legal, commercial, operational, security, payment, reputational, client-conflict, capacity, or other business reasons.
5.5 No Reliance on Preliminary Communications
Outreach, sales communications, discovery calls, audits, intake reviews, diagnostic comments, proposal discussions, estimates, examples, projections, draft scopes, informal recommendations, preliminary strategy comments, and unpaid or pre-engagement communications are non-binding, preliminary, and provided for evaluation only. You may not rely on them as professional advice, guaranteed deliverables, promised outcomes, fiduciary advice, legal advice, tax advice, investment advice, financial advice, or a commitment by Entreflux unless they are expressly incorporated into a signed written agreement by an authorized Entreflux representative.
5.6 Core and Satellite Team; Global Operating Model
Entreflux may provide, support, administer, or coordinate Services through a global core and satellite team model, including Representatives, contractors, subcontractors, vendors, operators, delivery personnel, service providers, referral sources, counterparties, and operational networks selected by Entreflux from time to time. Entreflux may source, staff, manage, route, review, process, access, store, transmit, and perform work from any jurisdiction, through any lawful operating structure, and through any person or system that Entreflux determines useful for the Services or its business operations. You authorize Entreflux to use such global Representatives and networks and to provide them with access to information, systems, Client Materials, communications, workspaces, and records as Entreflux determines useful for evaluating, providing, improving, supporting, administering, documenting, enforcing, or defending the Services. Unless a signed written agreement expressly provides otherwise, Entreflux remains free to determine staffing, workflow, internal allocation, delivery methods, Representative selection, jurisdiction of work, vendors, subprocessors, and operational structure. If you do not want information processed through this model, your remedy is to stop using the Services, decline to submit information, request a written restriction before disclosure, or discontinue the applicable engagement; Entreflux is not obligated to accept a restriction that would impair its Services, rights, records, compliance, security, payment, enforcement, or business operations.
6. Accounts; Access; Security
6.1 Account Responsibility
You are responsible for maintaining the confidentiality and security of any account, access credential, device, communication channel, email account, payment method, workspace, or third-party platform used in connection with the Services.
6.2 Authorized Access
You may access the Services only through authorized interfaces and approved methods. You may not bypass, disable, weaken, interfere with, or work around authentication, payment, security, rate limits, monitoring, logging, access controls, session controls, or technical restrictions.
6.3 Security Events
You must promptly notify Entreflux of any actual or suspected unauthorized access, credential exposure, compromise, misuse, misdelivery, security incident, fraud, payment dispute, confidentiality breach, or other event affecting the Services, Entreflux Materials, Client Materials, or any account or system connected to the Services.
6.4 Protective Actions
Entreflux may revoke access, disable sessions, preserve logs, require identity verification, require additional documentation, restrict downloads, suspend work, preserve evidence, contact third-party providers, or take other protective actions if Entreflux determines that such action is appropriate.
6.5 Shared Links, Documents, Workspaces, and Accounts
Access to any document, folder, drive, link, workspace, account, portal, repository, dashboard, communication channel, email account, payment page, scheduling page, or third-party platform is temporary, limited, revocable, monitored, and provided only for the authorized purpose. Access does not grant ownership, download rights, archival rights, continuing use rights, transfer rights, sublicensing rights, or any right to retain local copies except as expressly authorized in writing. Entreflux may disable access, rotate credentials, remove permissions, require deletion, require return or destruction, or preserve access records at any time.
7. Permitted Use; Restrictions
7.1 Limited Right
Subject to your compliance with these Terms and payment of all applicable amounts, Entreflux grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for the intended business purpose authorized by Entreflux.
7.2 Restrictions
You may not, and may not permit or assist any person to, copy, reproduce, redistribute, scrape, harvest, crawl, frame, mirror, archive, publish, sell, resell, lease, license, sublicense, transfer, modify, reverse engineer, decompile, disassemble, derive source code from, benchmark, train models on, or create derivative works from the Services or Entreflux Materials except as expressly authorized in writing by Entreflux.
7.3 Competitive Use
You may not use the Services, Entreflux Materials, proposals, recommendations, work product, methods, pricing, documents, communications, or non-public information to build, train, improve, operate, assist, finance, advise, or compete with a substantially similar or competitive business, product, service, agency, consulting offer, platform, process, or workflow.
7.4 Abuse and Interference
You may not use the Services for unlawful, harmful, abusive, deceptive, defamatory, fraudulent, infringing, exploitative, disruptive, or unauthorized purposes, or in any manner that could impair, overburden, degrade, interfere with, or compromise the Services, Entreflux, any client, any third-party platform, or any other user.
8. Client Materials; Permissions; Reliance
8.1 License to Client Materials
You grant Entreflux and its Representatives a worldwide, non-exclusive, royalty-free, sublicensable right to use, host, reproduce, process, analyze, transmit, display, modify, summarize, and create derivatives from Client Materials solely as reasonably useful to evaluate, price, negotiate, provide, administer, improve, document, support, enforce, or defend the Services and related rights.
8.2 Responsibility for Client Materials
You represent and warrant that you have all rights, permissions, consents, authorizations, and lawful bases necessary to provide Client Materials and to allow Entreflux to use them as contemplated by these Terms and any applicable engagement.
8.3 Accuracy
You are responsible for the accuracy, completeness, legality, and reliability of Client Materials. Entreflux may rely on Client Materials without independent verification and is not liable for any result, delay, defect, recommendation, decision, or loss arising from inaccurate, incomplete, misleading, late, restricted, or unlawful Client Materials.
8.4 No Sensitive Materials Unless Requested
You may not provide regulated, sensitive, privileged, export-controlled, health, financial-account, payment-card, government-ID, child-related, or third-party confidential information unless Entreflux expressly requests or approves it in writing for the relevant purpose.
9. Intellectual Property; Feedback
9.1 Entreflux Ownership
Entreflux and its licensors own all right, title, and interest in and to the Services and Entreflux Materials, including all intellectual property rights, know-how, processes, workflows, templates, methods, systems, strategies, analyses, code, designs, copy, visuals, documentation, and derivatives.
9.2 No Implied Rights
No rights are granted by implication, estoppel, exhaustion, course of dealing, or otherwise. All rights not expressly granted are reserved by Entreflux.
9.3 Deliverables
Unless a signed written agreement expressly states otherwise, all pre-existing materials, reusable methods, templates, frameworks, workflows, tools, generic know-how, processes, code, prompts, systems, strategies, and non-client-specific materials remain owned by Entreflux, even if incorporated into or used to create a deliverable.
9.4 Feedback
If you provide ideas, suggestions, comments, requests, improvements, feedback, or recommendations, you grant Entreflux a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, transferable right to use, modify, commercialize, disclose, incorporate, and exploit them without restriction, attribution, accounting, or compensation.
10. Confidentiality; Non-Public Information
10.1 Confidentiality Obligation
You shall keep Entreflux Confidential Information strictly confidential and shall not disclose it to any person or entity except with Entreflux's prior written consent. You shall use Entreflux Confidential Information solely for the authorized purpose for which Entreflux made it available.
10.2 Restricted Use
You may not use Entreflux Confidential Information for competitive analysis, reverse engineering, solicitation, circumvention, independent implementation, vendor replacement, training, publication, fundraising, adverse proceedings, or any purpose outside the authorized relationship with Entreflux.
10.3 Return and Destruction
Upon Entreflux's request or upon termination of discussions, access, or Services, you shall promptly return, delete, or destroy Entreflux Confidential Information, including local copies, screenshots, downloads, notes, summaries, excerpts, and derivatives, and certify compliance in writing if requested.
10.4 Irreparable Harm
Unauthorized use or disclosure of Entreflux Confidential Information may cause immediate and irreparable harm for which monetary damages may be inadequate. Entreflux may seek temporary, preliminary, and permanent injunctive relief and other equitable relief without proving actual damages or posting bond, or if bond is required, at the minimum amount required by law.
11. Publicity; Names; Marks
You may not issue or cause any press release, announcement, case study, testimonial, social post, public statement, client list reference, portfolio reference, or other disclosure regarding Entreflux, the Services, discussions, pricing, scope, results, or any relationship with Entreflux without Entreflux's prior written consent. You may not use any Entreflux name, brand, logo, trademark, domain, trade dress, personnel name, client name, or confusingly similar designation without prior written consent.
11.3 Non-Circumvention of Representatives and Opportunities
To the fullest extent permitted by law, you may not knowingly bypass, circumvent, solicit, hire, retain, contract with, divert, or directly engage any Entreflux Representative, contractor, subcontractor, closer, appointment setter, referral partner, vendor, operator, developer, or other person introduced to you through Entreflux, or any opportunity, lead, client, prospect, counterparty, vendor, process, or relationship introduced or made available by Entreflux, for the purpose of avoiding Entreflux fees, restrictions, confidentiality obligations, payment obligations, or commercial participation. This restriction applies during discussions, during any engagement, and for twelve (12) months after the later of your last interaction with Entreflux or the end of the applicable engagement, except to the extent prohibited by non-waivable law or expressly waived by Entreflux in writing.
12. Purchases; Fees; Taxes
12.1 Pricing and Displayed Amounts
Prices, fees, retainers, deposits, reservation payments, milestone amounts, subscriptions, recurring management fees, success fees, and other charges are stated in the applicable proposal, invoice, payment page, checkout flow, signed agreement, or written communication from Entreflux. Pricing is subject to change before purchase or engagement acceptance. For active recurring Services, pricing changes will be handled as stated in the applicable agreement, invoice, or written notice, and where no specific term applies, Entreflux may provide at least 30 days' written notice before applying a material recurring-fee increase to a subsequent billing cycle.
12.2 Currency
Unless otherwise stated, all transactions are processed in United States Dollars. Equivalent amounts in EUR, CAD, GBP, or other local currencies may be displayed for convenience and informational purposes only. Final charges may reflect the United States Dollar amount, processor-supported currency conversion, bank conversion rates, card-network rates, or other rates and fees applied by your payment provider at the time of transaction completion.
12.3 Accepted Payment Methods
Entreflux may accept payment methods displayed at checkout or on the applicable invoice, payment page, or payment link. Accepted methods may include Visa, Mastercard, American Express, Apple Pay, Google Pay, ACH, bank transfer, wire transfer, and other payment methods supported by Stripe or another payment processor. Payment-method availability may vary by jurisdiction, device, risk review, processor eligibility, transaction type, and configuration. Entreflux does not guarantee that every payment method will be available for every transaction.
12.4 Stripe and Payment Processing
Payments may be securely processed by Stripe or another payment processor. Stripe states that it is a PCI-DSS Level 1 service provider. Payment information is encrypted and handled through processor-supported security protocols. Entreflux does not intentionally store full credit card numbers, full magnetic-stripe data, CVV/CVC, or full bank account credentials on Entreflux servers. You are responsible for complying with any payment processor, card-network, bank, or platform terms that apply to your payment method.
12.5 Invoicing
Invoices will be issued according to the applicable proposal, statement of work, master services agreement, engagement letter, invoice, payment page, or other written transaction terms. Payment is due within the timeframe specified on the invoice, typically net thirty (30) days unless otherwise stated. Entreflux may condition commencement, continuation, delivery, access, or release of Services on receipt of cleared funds.
12.6 Taxes and Costs
You are responsible for all taxes, duties, levies, bank fees, wire fees, card fees, currency conversion costs, platform fees, processor fees, and similar charges associated with your purchase, payment, receipt, or use of the Services, except for taxes based solely on Entreflux's net income.
12.7 Payment Authorization
You authorize Entreflux and its payment processors to charge the payment method you provide for all amounts due, including recurring charges, late amounts, collection costs, processor fees, dispute fees, and other amounts permitted by these Terms or the applicable transaction terms.
12.8 Promotions and Discounts
Promotional rates, discounts, special pricing offers, bundles, introductory pricing, limited-time offers, VIP or priority arrangements, and other promotional programs are discretionary, non-transferable, and subject to the eligibility, duration, exclusions, usage limits, and supplemental terms stated by Entreflux. Entreflux may modify, suspend, or terminate promotions or discounts at any time, and does not provide price protection, retroactive adjustments, or promotion stacking unless required by law or expressly agreed in writing.
13. Fulfillment; Delivery; Client Cooperation
13.1 Definition of Fulfillment
Fulfillment for consulting, digital, management, advisory, and platform-support Services may occur through intake review, onboarding, preparation, reservation of capacity, call attendance, delivery of consulting reports or recommendations, delivery of strategic recommendations or analytics, implementation of agreed-upon platform management tasks, completion of specified configuration or integration work, provision of access, administrative processing, management activity, communication, strategic analysis, or other commercially reasonable steps determined by Entreflux. Fulfillment may be milestone-based, time-based, access-based, reservation-based, or otherwise defined in the applicable proposal, statement of work, master services agreement, engagement letter, payment page, invoice, or written transaction terms.
13.2 Digital Fulfillment and Issue Reporting
Digital or service-based fulfillment may be delivered electronically through email, shared documents, client portals, payment links, scheduling links, video calls, workspaces, third-party platforms, or other communication channels. If you believe a purchased Service, entitlement, access item, deliverable, or payment-linked benefit was not received, you must promptly contact Entreflux and provide transaction details, invoice details, receipt information, payment date, payment amount, affected account, and relevant support information. Entreflux may, in its discretion and subject to law, restore access, provide replacement value, continue fulfillment, issue a service credit, deny unsupported claims, or take other action it determines appropriate.
13.3 Client Cooperation
You shall provide timely cooperation, access, approvals, information, credentials, feedback, and decisions reasonably requested by Entreflux. Delays, defects, or nonperformance caused by your failure to cooperate do not excuse payment obligations and may extend timelines, increase fees, or result in suspension or termination.
13.4 No Guaranteed Outcomes
Unless a signed written agreement expressly states a guaranteed outcome, Entreflux does not guarantee revenue, profit, financing, valuation, closing, traffic, conversion, ranking, approval, acceptance, investment, legal result, tax result, technical result, platform result, or other business outcome.
14. Refunds; Cancellations; Non-Refundable Work
14.1 All Sales Final After Commencement
To the fullest extent permitted by law, all payments are final and non-refundable once Entreflux has commenced any work, intake, onboarding, preparation, reservation, review, research, analysis, scheduling, administrative processing, advisory activity, management activity, implementation activity, or other fulfillment activity.
14.2 Deposits, Setup Fees, and Reservations
Deposits, reservation fees, priority fees, setup fees, onboarding fees, administrative fees, and payments made to reserve time, capacity, access, personnel, or resources are non-refundable unless Entreflux expressly agrees otherwise in writing or non-waivable law requires otherwise.
14.3 Refunds Before Commencement
For cancellations requested before any work, intake, onboarding, preparation, reservation, review, research, analysis, scheduling, administrative processing, advisory activity, management activity, implementation activity, or other fulfillment activity has commenced, Entreflux may issue a full or partial refund in its discretion, subject to processor fees, bank fees, administrative costs, non-cancellable expenses, and applicable transaction terms.
14.4 Discretionary Service Credits
Entreflux may, but is not obligated to, provide discretionary service credits, replacement services, or partial refunds. Any discretionary accommodation is not a waiver and does not create an obligation to provide similar treatment in the future.
14.5 Cancellations
Subscription, recurring management, or continuing Services may be cancelled only as stated in the applicable signed agreement, invoice, payment page, or written transaction terms. Where no specific cancellation term applies, Entreflux may require 30 days' written notice and may continue access or Services through the end of the then-current billing cycle. Unless required by law or expressly agreed in writing, no prorated refund is provided for partial billing periods, reserved time, commenced work, or unused access.
14.6 Returns
The Services are consulting, digital, advisory, management, and related services. No physical returns apply. Digital access, advisory time, prepared work, deliverables, reports, analyses, recommendations, configurations, management activity, and other service outputs cannot be returned, exchanged back into cash, or unwound except as expressly required by law.
15. Chargebacks; Payment Disputes; Collections
15.1 Contact First
Before initiating any chargeback, payment dispute, reversal, or processor claim, you agree to contact Entreflux at [email protected] and provide a reasonable opportunity to investigate and resolve the issue.
15.2 Network, Issuer, and Processor Rules
Chargeback and dispute processes, evidence requirements, dispute categories, reason codes, timelines, representment rights, and payment reversals are determined by your bank, payment provider, applicable card network rules, including Visa and Mastercard rules where applicable, payment processors, and applicable law.
15.3 Consequences
If you initiate a chargeback, payment dispute, reversal, failed payment, or processor claim, Entreflux may suspend or terminate Services, revoke access, stop work, preserve evidence, contest the dispute, submit transaction and fulfillment evidence, recover processor fees and dispute fees, accelerate unpaid amounts, refuse future purchases, and require repayment before restoring access or continuing work.
15.4 Breach
A chargeback or payment dispute relating to Services already commenced, capacity reserved, digital fulfillment provided, payment links fulfilled, invoices issued, or Services delivered constitutes a material breach unless required by non-waivable law.
15.5 Representment and Evidence
You authorize Entreflux to provide transaction records, invoice records, contract records, communication records, access logs, fulfillment evidence, work records, intake records, delivery records, and other relevant evidence to payment processors, card networks, banks, service providers, advisors, collection agents, and legal authorities to contest disputes, prevent fraud, enforce rights, and preserve evidence.
15.6 Collection Costs
You shall reimburse Entreflux for reasonable attorneys' fees, collection costs, dispute fees, processor fees, investigation costs, and enforcement expenses arising from unpaid amounts, failed payments, chargebacks, reversals, or payment disputes.
16. Third-Party Platforms and Services
16.1 Third-Party Services
The Services may depend on third-party platforms, tools, processors, hosting providers, analytics providers, communication systems, payment processors, AI tools, CRMs, email providers, advertising platforms, social platforms, domain providers, cloud providers, or other third-party services.
16.2 No Responsibility for Third Parties
Entreflux is not responsible for third-party services, outages, policies, acts, omissions, changes, rejections, moderation decisions, account restrictions, pricing changes, data loss, processing delays, or platform rules. You are responsible for reviewing and complying with applicable third-party terms.
16.3 Managed Services
Where Entreflux manages or coordinates third-party services on your behalf, Entreflux acts as a management layer and does not assume liability for the underlying third-party service, provider, platform, account, infrastructure, approval, uptime, performance, moderation, deliverability, policy enforcement, or downstream result.
16.4 AI, Automation, Analytics, and Tool Outputs
The Services may use artificial intelligence tools, automation tools, analytics systems, enrichment providers, CRMs, email systems, advertising platforms, payment tools, transcription tools, and other third-party or internal systems. Outputs from such tools may contain errors, omissions, delays, hallucinations, outdated information, or platform-specific limitations and must be reviewed by you before reliance or implementation. Entreflux is not liable for decisions, communications, filings, payments, publications, campaigns, implementations, or actions taken based on tool outputs unless a signed written agreement expressly provides otherwise.
16.5 Client-Side Implementation Risk
You are solely responsible for decisions to implement, reject, delay, modify, partially implement, delegate, publish, transmit, configure, or use any recommendation, deliverable, strategy, workflow, copy, analysis, campaign, technical change, or other Service output. Entreflux is not responsible for downstream results caused by your implementation choices, third-party implementation, delayed action, incomplete action, unauthorized modification, failure to monitor, or failure to comply with applicable laws, platform rules, processor rules, or internal policies.
17. Data; Privacy; Monitoring
17.1 Privacy Policy
Use of the website and Services is also subject to the Entreflux Privacy Policy, as updated from time to time. Entreflux handles information under its own rules, policies, contracts, processor-supported security controls, and applicable non-waivable legal requirements where and only to the extent they apply to the Services. Payment information is handled through processor-supported payment security infrastructure where applicable.
17.2 Operational Data
Entreflux may collect, generate, retain, review, and use operational records, access logs, payment records, metadata, communications, intake submissions, call notes, transcripts, analytics, support records, security records, and related information to provide Services, improve operations, enforce rights, prevent abuse, resolve disputes, comply with law, and protect Entreflux and its clients.
17.3 Monitoring
Entreflux may monitor, log, audit, preserve, and review use of Entreflux systems, forms, payment pages, links, documents, workspaces, communication channels, and Services to the extent permitted by law and applicable platform rules.
18. Compliance; Geographic Restrictions; Sanctions
You represent and warrant that you and your Affiliates, owners, personnel, and representatives are not subject to sanctions, embargoes, restricted-party lists, or legal restrictions that prohibit receipt of the Services. You shall comply with all applicable laws, regulations, export controls, anti-corruption laws, sanctions rules, privacy laws, platform rules, and third-party rights. Entreflux may refuse, suspend, or terminate Services where compliance, sanctions, export, jurisdictional, or reputational concerns exist.
19. No Professional, Legal, Tax, Investment, or Financial Advice Unless Expressly Agreed
Unless a signed written agreement expressly states otherwise and applicable licensing requirements are satisfied, the Services do not constitute legal, tax, accounting, investment, securities, broker-dealer, financial planning, insurance, immigration, medical, or other regulated professional advice. You are responsible for obtaining independent professional advice before making legal, tax, accounting, investment, financing, operational, employment, regulatory, or business decisions. You shall not rely on the Services as a substitute for advice from licensed professionals.
20. Disclaimers
THE SERVICES AND ENTREFLUX MATERIALS ARE PROVIDED AS IS AND AS AVAILABLE. TO THE FULLEST EXTENT PERMITTED BY LAW, ENTREFLUX DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AVAILABILITY, SECURITY, RELIABILITY, AND COURSE OF PERFORMANCE. ENTREFLUX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPLETE, CURRENT, PROFITABLE, COMPLIANT FOR YOUR PARTICULAR USE, OR COMPATIBLE WITH ANY THIRD-PARTY SERVICE, PLATFORM, PROCESS, OR OBJECTIVE.
21. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, ENTREFLUX AND ITS AFFILIATES, REPRESENTATIVES, LICENSORS, SERVICE PROVIDERS, AND FINANCING SOURCES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, PUNITIVE, OR SIMILAR DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OPPORTUNITY, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, PLATFORM ACTION, THIRD-PARTY FAILURE, OR DOWNSTREAM BUSINESS RESULT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, ENTREFLUX'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, ANY WEBSITE, ANY PAYMENT, ANY COMMUNICATION, ANY PROPOSAL, ANY ENGAGEMENT, OR ANY RELATED TRANSACTION SHALL NOT EXCEED THE LESSER OF (A) THE AMOUNTS ACTUALLY PAID BY YOU TO ENTREFLUX FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE THIRTY (30) CALENDAR DAYS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100.00). THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THEORY OF LIABILITY, WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, EQUITY, OR OTHERWISE, and apply even if a remedy fails of its essential purpose.
22. Indemnification
You shall defend, indemnify, and hold harmless Entreflux and its Affiliates, Representatives, licensors, service providers, financing sources, successors, and permitted assignees from and against all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to your access to or use of the Services, Client Materials, violation of these Terms, violation of law, violation of third-party rights, payment dispute, chargeback, fraud, misrepresentation, unauthorized access, misuse of Entreflux Materials, breach of confidentiality, or acts or omissions of your Affiliates, personnel, representatives, contractors, vendors, or users. Entreflux may control the defense and settlement of any matter subject to indemnification. You shall cooperate as requested and may not settle any matter in a manner that imposes obligations, admissions, restrictions, or liability on Entreflux without Entreflux's prior written consent.
23. Remedies; Equitable Relief; Cumulative Rights
Entreflux may seek temporary, preliminary, and permanent injunctive relief, specific performance, account preservation, evidence preservation, access restriction, and other equitable relief to prevent or restrain actual or threatened unauthorized access, misuse of Services, misuse of Entreflux Materials, breach of confidentiality, IP infringement, competitive misuse, platform abuse, non-payment, circumvention, or other breach. Entreflux need not prove actual damages or post bond to obtain equitable relief, or if bond is required, bond shall be set at the minimum amount required by law. All rights and remedies are cumulative and not exclusive. In any action, arbitration, proceeding, collection effort, or enforcement matter arising out of or relating to these Terms, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs, provided that Entreflux shall be entitled to recover collection costs, processor fees, chargeback fees, and enforcement costs as otherwise provided in these Terms regardless of prevailing-party status to the fullest extent permitted by law.
24. Dispute Resolution; Arbitration; Class Action Waiver; Jury Trial Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.
24.1 Informal Resolution
Before filing a claim, you agree to send written notice to [email protected] describing the dispute and to participate in good faith informal resolution for at least thirty (30) Business Days, unless Entreflux determines that immediate action is needed to protect confidentiality, intellectual property, systems, payments, evidence, clients, or legal rights.
24.2 Binding Arbitration
Except as provided in Section 24.5, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, any website, payment, communication, proposal, engagement, or related transaction shall be resolved by confidential binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before one arbitrator. If non-waivable law requires use of the AAA Consumer Arbitration Rules for a particular claimant, those rules shall apply solely to the extent required.
24.3 Seat and Procedure
The seat and venue of arbitration shall be New York County, New York, unless the arbitrator determines that a different location is required by non-waivable law. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. Judgment on the award may be entered in any court of competent jurisdiction.
24.4 Delegation
The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, scope, formation, or validity of this arbitration agreement, including any claim that all or part of it is void or voidable.
24.5 Court Carve-Outs
Entreflux may bring claims in court for injunctive or equitable relief, intellectual property protection, confidentiality protection, unauthorized access, security abuse, platform abuse, payment collection, chargebacks, fraud, non-payment, evidence preservation, or any other urgent or protective relief. Either party may bring an individual action in small claims court if eligible.
24.6 Confidentiality
The existence of the arbitration, submissions, evidence, testimony, discovery, settlement communications, and award shall be treated as Confidential Information, except as required by law, to enforce an award, or to seek permitted court relief.
24.7 Individual Proceedings Only
You and Entreflux agree that disputes shall be brought only in an individual capacity and not as a plaintiff, claimant, or class member in any purported class, collective, consolidated, representative, mass, or private attorney general proceeding. The arbitrator may not consolidate claims or preside over any representative proceeding.
24.8 Jury Trial Waiver
To the fullest extent permitted by law, you and Entreflux waive any right to a trial by jury in any court action permitted under these Terms.
25. Governing Law; Venue
These Terms and any dispute not subject to arbitration shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles. Subject to Section 24, any court proceeding shall be brought exclusively in the state or federal courts located in New York County, New York. You irrevocably submit to personal jurisdiction and venue in those courts and waive any objection based on venue, inconvenient forum, or lack of personal jurisdiction.
26. Termination; Suspension; Survival
26.1 Suspension and Termination
Entreflux may suspend, restrict, or terminate access to the Services, stop work, remove access, reject submissions, cancel meetings, revoke links, or terminate any relationship at any time, with or without notice, for any reason, including suspected breach, non-payment, risk, fraud, abuse, misuse, security concerns, legal concerns, client conflict, platform concerns, reputational concerns, or operational reasons.
26.2 Effect of Termination
Upon suspension or termination, your right to access or use the Services and Entreflux Materials ends immediately. You remain responsible for all amounts due, all confidentiality obligations, all restrictions on use, and all obligations intended to survive.
26.3 Survival
Sections concerning definitions, payment, refunds, chargebacks, confidentiality, intellectual property, restrictions, publicity, data and monitoring, compliance, disclaimers, limitation of liability, indemnification, remedies, dispute resolution, governing law, notices, interpretation, and any other provision that by its nature should survive shall survive termination.
27. Notices
All legal notices to Entreflux must be sent by email to [email protected] with a copy to [email protected]. Notices shall be deemed given when sent on a Business Day between 9:00 a.m. and 5:00 p.m. New York time, and otherwise on the next Business Day, in each case provided no bounceback or undeliverable notice is received. Operational, sales, or support communications may be sent through the communication channel designated by Entreflux, but any notice requiring legal action, dispute preservation, cure, termination, confidentiality action, or payment dispute action must be sent to [email protected]. Entreflux may provide notice to you by email, posting, account message, invoice note, payment-page notice, website notice, or other contact information you provide.
28. Miscellaneous
28.1 Assignment
Entreflux may assign, delegate, transfer, pledge, sublicense, or subcontract these Terms and any rights or obligations without restriction, including to an Affiliate, successor, acquirer, financing source, purchaser, sponsored entity, managed entity, special purpose vehicle, or operating partner. You may not assign or transfer any rights or obligations without Entreflux's prior written consent. Any attempted assignment in violation of this Section is void.
28.2 Severability
If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force and effect.
28.3 No Waiver
No failure or delay by Entreflux in exercising any right or remedy operates as a waiver. A waiver is effective only if in writing and signed by Entreflux.
28.4 Entire Agreement
These Terms, together with incorporated policies and any applicable signed written agreement, constitute the entire agreement between you and Entreflux regarding the Services and supersede prior or contemporaneous understandings on the same subject matter, except that any separate non-disclosure, confidentiality, intellectual property, payment, security, platform, or engagement-specific agreement remains enforceable and supplements these Terms unless expressly superseded.
28.5 Interpretation
Headings are for convenience only. The singular includes the plural and vice versa. Including means including without limitation. Any rule of construction against the drafter does not apply. Electronic records, click acceptance, email assent, payment, continued use, and other electronic conduct may evidence acceptance to the fullest extent permitted by law.
28.6 Contact Us
For legal inquiries, disputes, or questions regarding these Terms, contact Entreflux at [email protected]. For general business inquiries, contact [email protected].
Questions?
[email protected]