Effective as of September 1, 2025
These Terms and Conditions are between FloydCo, Inc. ("FLOYDCO, INC.", "**we**", "**us**", or "**ours**") and the entity or person agreeing to these terms ("**Customer**", "**you**", "**your**", or "**yours**"). By completing the registration for the use of any of the Floyd Software as a Service products, including Floyd, Floyd for Training, or Transportal (each a "Product"), or by executing the relevant agreement, e.g., Sales Order and/or Statement of Work, for the Product, you are stating that you are bound to and you have the authority to bind the Customer to these Terms and Conditions, the FloydCo, Inc. Privacy Policy (the "Privacy Policy"), the Sales Order and/or Statement of Work specific for Customer.
Individuals authorized by the Customer to access Floyd (an "Authorized User") may submit content or information into Floyd ("Customer Data"). For a subscription, the number of permitted unique person records ("Individual Account") of the Customer shall be defined in the Sales Order and/or Statement of Work or other relevant agreement. The Customer may request FloydCo, Inc. to input Individuals into the Product for its initial setup, which may include a setup fee. Thereafter, Authorized Users of Customer shall input all necessary information.
Upon submitting content or information into the Product, Customer hereby agrees and acknowledges that it has full authority to submit such Individual Account information and/or has obtained the consent of such Individuals for input into the Product.
Customer will ensure that (a) Authorized Users are bound to and must abide to the policies and practices that are relevant to their use of the Product and of any settings that may impact the processing of Customer Data; and (b) ensure that the input, transfer, and processing of Customer Data under the Terms and Conditions is lawful. FloydCo, Inc. shall not be responsible for monitoring the accuracy or legality of Customer Data.
Customer shall comply with all applicable laws and regulations in connection with the use of the Product, including privacy, international communications, and transmission of technical or personal data. We will not be responsible for the control over the content of the information transmitted by Customer directly to the Product or over the content of the information from the Customer through the Product.
A subscription to Floyd allows an Authorized User to access the Product through the FloydCo, Inc. site: www.getfloyd.com or such other site provided by FloydCo, Inc. to the Customer's Product. A subscription is procured by agreeing to these Terms and Conditions, the Privacy Policy, and executing a Sales Order and/or Statement of Work. By using Floyd, each Authorized User agrees to these Terms and Conditions and the Privacy Policy. Each subscription is defined according to the relevant agreement and is personal to you and your Authorized Users. Any variations to the ordering arrangements must be spelled out and agreed to in the relevant agreement. During an active subscription term, renewing a subscription shall be dictated according to the terms of relevant agreement.
We are continuously seeking ways to improve Floyd Products. As such, we may share information about our future product plans or improvements to our current products and will periodically upgrade the software. However, we ask that our Customers make their decisions about whether or not to use Floyd based on the functionality or features we have made available today and not on the delivery of any future functionality or features.
Sometimes, we look for beta testers to help us test new features to Floyd Products. These features will be identified as "beta" or "pre-release," or words or phrases with similar meanings (each, a "Beta Product"). Beta Products may not be ready for prime time so they are made available "as is," and any warranties or contractual commitments we make for other SaaS Services do not apply. We would appreciate any feedback relating to any issues with our Beta Product.
We encourage Customers to send us any feedback or suggestions regarding Floyd Products so that we can improve SaaS Services. In response to such feedback/suggestion, FloydCo, Inc. may adjust its product to improve its usability and functionality. In such case, Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel.
Please review our Privacy Policy on the FloydCo, Inc. site for more information on how we collect and use data relating to the use and performance of our websites and products. Use of the Product indicates that Customer agrees to the terms of the Privacy Policy.
A Customer who enters into a Sales Order and/or Statement of Work receives a non-exclusive, non-assignable, royalty-free, worldwide right to access and use the Product solely for its internal business operations subject to these Terms and Conditions and the Sales Order and/or Statement of Work. Customer and their Authorized Users must comply with these Terms and Conditions. We may review conduct for compliance purposes, but are under no obligation to do so. We are not responsible for the content of any Customer Data or the way Customer or its Authorized Users choose to use Floyd to store or process any Customer Data. Customer is solely responsible for providing high speed internet service for itself and its Authorized Users to access and use the SaaS Services.
Customer should provide commercially reasonable information and assistance to us to allow us to enable the SaaS Services dependent upon the accuracy and timeliness of such information and assistance.
Customer shall not, and shall not permit anyone to:
FloydCo, Inc. reserves the right to suspend access to the Product if FloydCo, Inc. reasonably concludes that Customer or an Authorized User's use of the Product is causing immediate and ongoing harm to FloydCo, Inc. or others. In the extraordinary case that FloydCo, Inc. must suspend access to the Product, FloydCo, Inc. shall immediately notify Customer of the suspension and the parties shall diligently attempt to resolve the issue.
Subject to the limited access rights granted herein, FloydCo, Inc. shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works, and feedback related thereto and intellectual property rights therein. Thus, while Customer may pay for development work to customize of develop the Software, services, Documentation, and other deliverables under the Sales Order and/or Statement of Work, Customer agrees to assign all rights, title and interest in the development work that it may have in the foregoing to FloydCo, Inc..
Subject to the terms and conditions of this SaaS Agreement, Customer grants to FloydCo, Inc. a worldwide, non-exclusive, and non-transferable limited term license to access, use, process, copy, store, configure, perform, display and transmit Customer Data to provide the SaaS Services to Customer. For the avoidance of all doubt, such license is granted as reasonably necessary to (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; (d) to conduct business-related analyses of the integrity and validity of the Services; and (e) as expressly permitted in writing by Customer.
Either party may terminate this SaaS Agreement for cause (a) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination.
Customer is responsible for its Authorized Users' use of the Services and their compliance with these Terms and Conditions. FloydCo, Inc. may terminate this SaaS Agreement immediately upon notice to Customer if we reasonably believe that the Customer's use of Floyd is causing immediate and ongoing harm to us or others or is in violation of applicable law or in violation of these Terms and Conditions, the Privacy Policy, or the Sales Order and/or Statement of Work.
Customer may terminate its free subscriptions immediately without cause. We may also terminate Customer's free subscriptions without cause, but we will provide Customer with thirty (30) days prior written notice.
Upon termination or expiration of the SaaS Agreement, we will immediately cease providing Floyd and all access and usage rights granted shall terminate. Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.
We are custodians of your Customer Data. During the term of your subscription, you are permitted to export or share certain Customer Data from the Services. However, the ability to export or share Customer Data may be limited or unavailable depending on the type of Services plan in effect and the data retention or sharing settings enabled. Following termination or expiration of a Customer's subscriptions, we will have no further obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control. However, upon written notice by you within fourteen (14) days of the expiration or termination of the Sales Order and/or Statement of Work, we may allow and assist you to export your Customer Data at the then current rate for Data Exportation. You acknowledge that all the functionality of the Product will not be available to Customer upon exportation of the Customer Data.
Our representations, disclaimers, and warranties are specifically addressed in relevant agreements that we may have with you. However, we intend to use commercially reasonable efforts to ensure that you have best experience with our Products.
At a minimum, by using our Services, you represent and warrant that you and your Authorized Users have validly entered into an agreement with us and that you have the legal power to do so.
FLOYDCO, INC. AND ITS AGENTS DO NOT GUARANTEE OR MAKE ANY SPECIFIC PROMISES (e.g., ERROR-FREE, VIRUS-FREE, SECURE, UNINTERRUPTED, OR TIMELY OR THAT FLOYDCO, INC. WILL CORRECT ALL SAAS SERVICES ERRORS) ABOUT THE PERFORMANCE OF THE PRODUCT. FOR EXAMPLE, WE DON'T MAKE ANY REPRESENTATIONS ABOUT THE CONTENT IN THE SITE, THE FUNCTION OF FLOYD, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. FLOYD AND SITE IS "AS IS".
CUSTOMER ACKNOWLEDGES THAT FLOYDCO, INC. DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS. OM SYSTEMS OR ANY OF ITS AGENTS WILL NOT BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER'S OR ANY USER'S DATA, FILES, OR PROGRAMS.
FLOYDCO, INC. SHALL NOT BE LIABLE FOR CUSTOMER'S COMPLIANCE WITH FEDERAL, STATE, OR LOCAL REGULATIONS. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
EXCEPT WHERE PROHIBITED, NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF FLOYDCO, INC.) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES UNDER THE SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS SAAS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.
Customer grants us the right to use Customer's company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer's standard trademark usage guidelines as provided to us from time-to-time. However, Customer may opt out at any time by sending us an email to [email protected] informing us that they do not want to be listed.
As our business evolves, we may change these Terms and Conditions and the other components of the Sales Order and/or Statement of Work. If we make a material change to these terms or the Sales Order and/or Statement of Work, we will provide you with reasonable notice prior to the change taking effect, either by emailing the email address associated with your, by messaging you through the Services, or prominently posting on the Site. Of course, you can review the most current version of the Terms and Conditions at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Agreement.
Any materially revised Terms will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If you or any of your Authorized Users access or use the Services after the effective date, that use will constitute your acceptance of any revised terms and conditions.
If you don't comply with these Terms and Conditions and don't take action right away, that does not mean that we waive those Terms and Conditions, or that we give up any rights relating to those Terms and Conditions.
These Terms and Conditions shall be governed and construed with the laws of the State of Ohio, without regard to its conflict of law principles. You agree to consent to and submit to the exclusive jurisdiction of such courts located in Portland, Maine.
Customer acknowledges that SaaS Services is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict OM Systems' ability to provide the SaaS Services or other technology, including any features or functionality first developed for Customer, to other parties.
Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.
If any provision of these Terms and Conditions are found unenforceable, that will not affect any of the other provisions.
If you have any questions about these Terms and Conditions, please contact us at [email protected].
Copyright © 2025 FloydCo, Inc., LLC. All rights reserved.