MarkerFlow Digital Solution Terms and Conditions

1. Introduction

Welcome to MarkerFlow (the "Website"), operated by MarkerFlow Digital Solution ("we," "us," or "our"). These Terms and Conditions ("Terms") govern your access to and use of our website, software, and related services (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree with these Terms, please do not use the Website or Services.

2. Definitions

• "User" or "You": Any person or entity accessing or using our Services.
• "Content": All information, data, text, images, audio, video, software, and other materials made available on the Website.
• "Software": The MarkerFlow application and related software features provided through the Website.
• "Account": A user profile created on the Website through which you access certain features or services.
• "Subscription": The recurring payment plan for accessing premium features of MarkerFlow, if applicable.

3. Acceptance of Terms

By using our Services, you represent and warrant that you are at least 18 years of age or have the legal capacity to form a binding contract. In addition, if you are using our Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

4. Modifications to Terms

We reserve the right to modify these Terms at any time. Any changes will be posted on the Website, and your continued use of the Services following any such modifications will constitute your acceptance of the revised Terms. We recommend that you review these Terms periodically.

5. License Grant and Restrictions

5.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable license to use the MarkerFlow software and access the Services solely for your personal or internal business purposes.

5.2 Restrictions

You may not:

• Modify, reproduce, distribute, or create derivative works from any part of the Services without our express written consent.
• Use the Services in any manner that violates any applicable laws or regulations.
• Reverse engineer, decompile, or disassemble any software provided through the Website, except as expressly permitted by applicable law.

6. User Accounts and Registration

6.1 Account Creation

To use certain features of our Services, you may be required to create an account. You agree to provide accurate, current, and complete information when creating your account and to update such information to keep it accurate and complete.

6.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use or breach of security.

7. Payment and Subscription Terms

7.1 Fees and Billing

Certain features or the use of the MarkerFlow software may require the payment of fees (collectively, "Fees"). All Fees are billed in USD and are non-refundable except as provided herein or required by law.

7.2 Subscription

If you subscribe to a service, you will be charged on a recurring basis (monthly, annually, etc.) according to the subscription plan you select. You are responsible for ensuring that your payment information is current.

7.3 Changes to Fees

We reserve the right to change our Fees or payment policies at any time. If we make any changes, we will provide notice via email or through the Website. Continued use of the Services after such notice constitutes acceptance of any changes.

8. Intellectual Property Rights

All intellectual property rights in the Services, including but not limited to software, trademarks, copyrights, and any content provided on the Website, are owned by us or our licensors. Nothing in these Terms grants you any rights, title, or interest in any intellectual property except for the limited rights expressly granted above.

9. User-Generated Content

You retain ownership of any content you create or upload to the Website. However, by using our Services, you grant us a non-exclusive, worldwide, royalty-free license to use, modify, reproduce, display, and distribute your content in connection with providing the Services.

10. Privacy

Your use of our Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand our practices regarding your personal information.

11. Disclaimers and Limitation of Liability

11.1 Disclaimer of Warranties

The Services are provided "AS IS" and "AS AVAILABLE" without any warranties of any kind, whether express or implied. We do not warrant that the Services will be uninterrupted or error-free.

11.2 Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall we be liable for any indirect, incidental, consequential, or punitive damages arising out of or related to your use of the Services, even if we have been advised of the possibility of such damages. Our total liability shall not exceed the amount you have paid for the use of the Services during the 12 months preceding the claim.

12. Indemnification

You agree to indemnify, defend, and hold harmless MarkerFlow Digital Solution and its affiliates, officers, and employees from any claims, damages, liabilities, or expenses (including reasonable attorneys' fees) arising out of your use of the Services or violation of these Terms.

13. Termination

We may suspend or terminate your access to the Services at any time, with or without cause, and without prior notice. Upon termination, all rights granted to you under these Terms will immediately cease, and you must promptly cease all use of the Services.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Philippines, without regard to its conflict of law principles. Any disputes arising out of or related to these Terms or the Services shall be resolved through binding arbitration in Philippines, unless otherwise required by law.

15. Miscellaneous

• Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and MarkerFlow Digital Solution regarding the use of the Services.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
• Waiver: Failure to enforce any provision of these Terms shall not be considered a waiver of our right to enforce that provision in the future.