Terms and Conditions

This Agreement constitutes a legally binding contract between Forth Media LLC, DBA DEVFLO, a limited liability company organized under the laws of Wisconsin ("DevFlo"), and the client, whether an individual or representing an entity ("Client"). By accessing or using DevFlo's website: https://www.DevFlo.com/ (the "Website"), including any connected media forms, channels, mobile websites, or applications, Client agrees to comply with these Terms and Conditions. Non-compliance mandates immediate discontinuation of use, and the termination of the relationship between Client and DevFlo, except for the ongoing obligation of Client to compensate DevFlo for services rendered.

1. INTELLECTUAL PROPERTY RIGHTS

The Website, unless explicitly stated otherwise, is the sole property of DevFlo. All content, including but not limited to source code, databases, functionality, software, designs, audio, video, text, photographs, and graphics ("Content"), and all trademarks, service marks, and logos ("Marks") are owned by DevFlo and are protected by copyright, trademark laws, and other intellectual property regulations. Additionally, any proprietary third-party integration code, platforms, or other software developed by DevFlo during the course of providing services to the Client remains the sole property of DevFlo. The Content and Marks are provided "As-Is" for personal use only. No part of the Website, Content, or Marks may be used for commercial purposes without express written permission from DevFlo. DevFlo retains all rights in the Website, Content, and Marks.

2. OWNERSHIP OF MATERIALS

While DevFlo retains ownership of all Submissions as detailed in Paragraph 6 ("Client Feedback"), all design and source files created specifically for Client's Projects become the sole property of the Client, who is granted full copyright ownership. If any legal circumstance would make DevFlo the owner, DevFlo irrevocably assigns its entire interest in the Project to Client. Client warrants that all materials provided during the design process are owned by them and do not infringe on any third-party rights. DevFlo reserves the right to publicly showcase Client's design work unless otherwise restricted by a Non-Disclosure Agreement (NDA).

3. THIRD-PARTY FONTS

For Projects incorporating fonts that are not owned by DevFlo and require a commercial license, DevFlo will notify Client in writing. Client is responsible for obtaining the necessary licenses for these Third-Party Fonts and assumes all liability for any consequences resulting from failure to do so.

4. SALES ARE FINAL

All sales are final. Once a service is purchased and work commences, no refunds will be issued. This policy applies to all services offered by DevFlo.

5. INVOICE PAYMENT TERMS

Invoices are due upon receipt unless otherwise specified in the applicable statement of work. Failure to pay an invoice within the specified time will result in account suspension, collections proceedings, and potential legal action. Client is responsible for all collection costs, including legal fees, associated with overdue invoices.

6. USER REPRESENTATIONS

By using the Website, Client represents and warrants that they have the legal capacity to agree to these Terms, are not a minor, and will comply with all applicable laws and regulations. Unauthorized use, including automated access, is prohibited.

7. PROHIBITED ACTIVITIES

Client agrees to use the Website solely for its intended purpose and refrains from unauthorized activities. Prohibited actions include unauthorized use, data retrieval for database creation, security feature interference, unauthorized framing, deceptive practices, competition with DevFlo, and any form of harassment.

8. CLIENT FEEDBACK

All Submissions, including feedback, suggestions, and ideas, become the sole property of DevFlo. DevFlo may use and disseminate Submissions at its discretion without any obligation to compensate the Client. The Client waives any claims against DevFlo for use of these Submissions.

9. MANAGEMENT AND OVERSIGHT

DevFlo reserves the right to monitor, take legal action, restrict access, or disable the use of the Website to protect its rights and the integrity of its services.

10. PRIVACY POLICY

Client agrees to the Privacy Policy, acknowledging that data may be transferred to the United States and subject to applicable laws.

11. RETURNS AND REFUNDS

As set forth in Paragraph 4, all sales are final and non-refundable once work has commenced. Due to the allocation of internal resources and scheduling of personnel in advance of service delivery, Clients must provide written notice of cancellation prior to the start of the next billing cycle to avoid being re-billed. Failure to cancel in advance will result in continued billing, regardless of whether services are actively utilized during that period. No refunds will be provided for prior billing periods or for services where resources were allocated, regardless of actual work performed.

12. SCOPE OF WORK

Client understands that requested work is completed in a linear fashion, one project at a time. Clients with larger packages may have up to two projects completed simultaneously.

13. MODIFICATION OF TERMS

DevFlo may modify, alter, or remove Website content or these Terms and Conditions at its sole discretion without prior notice or liability.

14. CONNECTION INTERRUPTIONS

DevFlo does not guarantee continuous Website availability. Client agrees that DevFlo is not liable for any inconveniences or losses caused by connection interruptions.

15. OPERATING HOURS

DevFlo’s standard operating hours are Monday through Friday, 9:00 a.m. to 5:00 p.m. Eastern Time, excluding U.S. federal holidays. Support, communications, and active work are generally conducted during these hours. Any requests made outside of these hours will be addressed during the next available business window. Alternate operating schedules may apply only where explicitly defined in a customized enterprise agreement executed by both parties.

16. EMERGENCY HOURS

Emergency hours, including after-hours monitoring and incident response, are available only to Clients on billing plans that expressly include such coverage. Unless explicitly stated otherwise in a mutually executed enterprise agreement, emergency support hours commence at 5:00 p.m. and conclude at 12:00 a.m. Eastern Time (US). Any requests for support outside of these hours will be addressed during the next available support window. DevFlo makes no guarantees of response or remediation for emergency issues reported after this cutoff time unless otherwise contracted.

16a. EMERGENCY DEFINED

For the purposes of emergency support and incident response, an "Emergency" is defined as an unexpected event or condition that results in the complete failure or critical degradation of a core business system, application, or infrastructure component provided or managed by DevFlo, where no reasonable workaround exists, and the issue materially impacts the Client’s ability to conduct essential business operations.
Examples of emergencies include but are not limited to:

• Full website outages for eCommerce platforms
• Security breaches or active cyberattacks

This standard definition applies to all Clients unless a different definition is explicitly outlined in a customized enterprise agreement mutually executed by DevFlo and the Client.

17. GOVERNING LAW

These Terms and Conditions are governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict of law principles.

18. LITIGATION

All legal actions arising out of or related to these Terms shall be brought exclusively in the state or federal courts located in Wisconsin. The Client agrees to submit to the jurisdiction of these courts and waives any objection to venue.

19. INDEMNIFICATION

Client agrees to indemnify, defend, and hold harmless DevFlo, its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including legal fees) arising out of or related to:

• Client's use of the Website or services;
• Client's violation of these Terms;
• Any Submissions or content provided by the Client;
• Any breach of Client's representations and warranties set forth herein.

20. LIMITATIONS OF LIABILITY

DevFlo, its directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to the use of the Website or services, even if advised of the possibility of such damages. The total liability of DevFlo to Client for any claims arising under this Agreement shall not exceed the amount paid by the Client to DevFlo in the preceding twelve (12) months.

21. USER DATA

Client is responsible for the accuracy and legality of all data transmitted through the Website. DevFlo is not liable for any data loss, corruption, or unauthorized access.

22. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Client consents to receive electronic communications and agrees to the use of electronic signatures, contracts, orders, and other records.

23. SHOWCASING DESIGN WORK

DevFlo reserves the right to showcase completed design work unless otherwise restricted by an NDA issued by the Client.

24. REFERRALS

Referrals are managed through DevFlo's third-party partner, Rewardful.com. DevFlo is not responsible for any issues arising from this referral program.

25. MISCELLANEOUS

These Terms and Conditions constitute the entire agreement between Client and DevFlo. Any failure by DevFlo to enforce a provision does not waive its right to enforce it later. If any provision is found to be invalid, the remaining provisions remain enforceable. These Terms do not create any partnership, joint venture, employment, or agency relationship.

26. CONTACT INFORMATION

For inquiries or complaints, contact DevFlo at: [email protected].