Phlare Technologies, Inc.

Phlare Technologies, Inc.

Terms of Service

This Terms of Service (the “Terms”) is a binding agreement between you (”End User” or “you”) and Phlare, Inc. (“Phlare”). These Terms govern your use of Phlare’s website http://www.phlare.org (the “Site”) and its interactive e-learning platform (together with the Site, the “Services”). The Services are licensed, not sold, to you.

BY CLICKING THE BOX TO INDICATE ACCEPTANCE, BY USING THE SITE, OR OTHERWISE USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS AND THE Phlare PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SITE AND CEASE USE OF THE SERVICES.

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License Grant. Subject to these Terms, Phlare grants you a limited, non-exclusive, and nontransferable license to use the website for your personal, non-commercial use on devices owned or otherwise controlled by you (“Device(s)”) and to use the Services strictly in accordance with these Terms.‌

Modification to these Terms and the Services.

Phlare may, at its sole discretion, change these Terms, including the Phlare Privacy Policy, from time to time. If changes occur, we will notify you by email to the email affiliated with your account. Updated versions will never apply retroactively and will give the date they go into effect. We recommend that you check the Terms and Privacy Policy periodically for changes. Your continued use of the Services following the posting of any changes to the Terms means you accept those new terms.

Additionally, Phlare reserves the right to modify, suspend, or discontinue the Services (including, but not limited to, access to your account, your classes, or any content you may have paid for or acquired through the Services) whether temporarily or permanently at any time for any reason. You agree that Phlare shall not be liable to you for any modification, suspension, or discontinuation of the Services. Some modifications may require updates to Site in order to continue to use the Services. Phlare may also impose limits on certain features and services, restrict your access to parts or all of the Services, and suspend or terminate users without notice or liability.

Communications

You consent to accept and receive communications from us, including e-mail. You may opt-out of receiving marketing communications by following the unsubscribe options we provide to you but some transactional messages are deemed to be part of the Services.

Phlare Account

You may access the Site without registering for an account, but as a condition of using the Services, , you are required to create an Phlare account (an “Account”). Some users may use utilize their Accounts to access the site to provide educational materials to other users as part of the Services provided by Phlare (these users being “Instructors”). In addition to the Instructor Terms, these Terms shall still apply if you are an Instructor, or using the Site and/or Services as an Instructor.

You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your devices and you hereby agree to accept responsibility for all activities, charges, and damages that occur under your Account. If you discover any unauthorized use of your Account, or other known account-related security breach, you must report it to Phlare immediately. You agree that you are responsible for anything that happens through your Account until you close your Account or prove that your Account security was compromised due to no fault of your own. Phlare cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

Payment

While we may offer portions of the Services for free, we do charge for certain features of the Services, including, without limitation, subscriptions, Office Hours (as defined below) access and class access through the Site. When paid by you, these payments are final and, unless otherwise provided for in these Terms of Use, non-refundable. Phlare may, in its sole discretion, offer credits or refunds on a case-by-case basis including, by way of example, in the event of an error with your order or in the amounts you were charged. Payment for access to the Services may include a) subscriptions to access the services over a period of time, and/or b) ala carte payments to access specific classes or meetings with Instructors (“Office Hours”) In the event you have paid to attend an individual class, and an Instructor cancels said class, or if you have paid to scheduled and/or booked Office Hours and said Instructor fails to attend the scheduled and/or booked Office Hours, you may be eligible for a refund or platform credit for the cost of attending the class/Office Hours. Refunds are not available to those who have paid for subscription access to the Services 30 days after purchase.

Phlare will charge, and you authorize Phlare to charge, the payment method you specify at the time of purchase. If you pay any amounts with a credit card, Phlare may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has credit available for your intended purchase.

Phlare reserves the right to establish, remove, and/or revise prices, fees, taxes, and/or surcharges for any or all services or goods obtained through the use of the Services at any time. Regardless of the cause, Phlare reserves the right to charge the final price after checkout, including without limitation all applicable transaction taxes.

Missed Live Events & Refunds.

If you miss a scheduled live event without cancellation prior to the provided cancellation window, you are not eligible for a refund or credit.

Users are responsible for confirming the exact time of any live event that may take place, based on the posted time and time zone relevant to the event.

License Restrictions. You shall not:

use the Services in any way to monitor or evaluate the availability, performance or functionality of the Services for any competitive purpose, or perform or assist any other party to perform any benchmarking on the Services;
use the Services in violation of any agreement contractual obligation or rights held by you or any third party, for any illegal purpose, or in violation of any local, state, national, or international law;
copy any portion of the Services, except as expressly permitted by this license;
modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services;
reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof;
rent, lease, lend, sell, sublicense otherwise make available the Services, or any features or functionality of the Services, to any third party for any commercial reason, including by making the Site available on a network where it is capable of being accessed by more than one device at any time;
remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services;
directly or indirectly take any action that imposes or may impose (as determined by Phlare in its sole discretion) an unreasonable or disproportionately large load on Phlare or its third-party providers’ infrastructure; interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; run Mail list, Listserv, or any form of auto-responder or “spam” on the Services; or use manual or automated software, devices, or other processes to scrape any page of the Services;
impersonate or attempt to impersonate Phlare, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or usernames associated with any of the foregoing);
engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm Phlare or users of the Website, or expose them to liability, including but not limited to harassment, abuse, or lewd and/or disruptive behavior;
use the Services to post, upload, transmit, or distribute anything to that is untrue, incorrect, or misleading (as determined by Phlare in its sole and absolute discretion), and not explicitly designated as fiction;
for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
use the Services after Phlare has previously disabled your account for violation of our policies, judgements, or violations of law, and has not otherwise reinstated your access to the account or any of the Services;
create, upload, transmit, distribute, or store any content that Phlare determines in its sole and absolute discretion is unlawful, infringing, defamatory, obscene, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, or otherwise objectionable; or
create a false identity on the Services, misrepresent your identity, impersonate any person, create a profile for anyone other than you, attempt to sell an account, or use or attempt to use another account.

If for any reason, Phlare in its sole and absolute discretion determines that you have failed to follow these rules, we reserve the right to prohibit any and all current or future use of the Services by you. If we have reason to suspect, or learn that anyone is violating these Terms, we may investigate and/or take legal action as necessary including bringing a lawsuit for damages caused by the violation. We reserve the right to investigate and take appropriate legal action, including without limitation, cooperating with and assisting law enforcement or government agencies in any resulting investigations of illegal conduct.

Reservation of Rights. You acknowledge and agree that the Services, including the Site, is provided under license, and not sold, to you. You do not acquire any ownership interest in the Services under these Terms, or any other rights thereto other than to use the Site and Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. Phlare, and its licensors and service providers, reserve and shall retain their entire right, title, and interest in and to the Services and Site, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.

Content and User Content

Through the Services, or via other users, Phlare may make accessible various content, including, but not limited to, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, campaigns, other material and information, and associated trademarks and copyrightable works (collectively, “Content”). You have no rights in or to the Content other than as permitted herein to use or access the Services.

You retain your rights to any Content you submit, post or display on or through the Services (“User Content”). Except for User Content that is uploaded by Instructors for classes they may provide (“Course Content”) Phlare does not receive any rights to the User Content except for the limited rights that enable Phlare to offer its Services. Subject to the Instructor Terms, You provide an non-exclusive license to host and distribute any Course Content you provide to the Site. Phlare requires your permission to host, back up, and share User Content. You hereby give Phlare permission to do these activities, and this permission extends to our affiliates and trusted third parties with which Phlare works.

Collection and Use of Your Information. You acknowledge that when you use the Site, Phlare uses automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the Services. You also may be required to provide certain information about yourself as a condition to use the Services or certain features or functionalities. All information we collect through or in connection with these Terms is subject to the Phlare Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Phlare Privacy Policy.‌

Instructors, Their Relationship with Phlare and Their Indemnification. All Instructors on Phlare are independent contractors, and are not employees, agents or representatives of Phlare. Phlare is not liable for the acts of its Instructors on or off the Site. If you are an Instructor, you agree to indemnify, defend, and hold harmless Phlare and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to the content you provide on the Site, your use of the Site, your interactions with Users, and any other breach of these Terms.

Geographic Restrictions. The Content and Services are based in the United States. You acknowledge that you might not be able to access all or some of the Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you are responsible for compliance with local laws.

Updates. Phlare may from time to time in its sole discretion develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features for the Site (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Phlare has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You agree that all Updates will be deemed part of the Site and be subject to all terms and conditions of these Terms.

Third-Party Materials. The Services may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Phlare is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Phlare does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

Term and Termination.

The term of these Terms commences when you acknowledge your acceptance and will continue in effect until terminated by you or Phlare as set forth in this section. You may cancel your account at any time in accordance with any applicable terms of any subscription or other controlling agreement related to your Account through your account settings. We may suspend or cancel your account without notice to you for any reason or no reason at all, including but not limited to if you violate these Terms, you create risk or possible legal exposure for us, your account should be removed due to unlawful conduct, or our provision of the Services to you is no longer commercially viable. Phlare reserves the right to remove your account information along with any account settings from our servers with NO liability or further notice to you. Upon termination of your account. your license to use Phlare’s Services terminates.

Transfer Account on Death. You agree to provide Phlare with a designee to transfer your account upon death. When a user dies, Phlare will deliver any document or files on the user’s account to the designee. In the event that the designee has not survived the user or the user did not provide a designee, said account shall be transferred to the user's estate.

Disclaimer of Warranties. THE SERVICES ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, Phlare, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, Phlare PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

‌Limitation of Liability. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED, IN NO EVENT SHALL Phlare, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR COURSE OUTCOMES, COURSE OR INSTRUCTOR AVAILABILITY, COURSE OR INSTRUCTOR ADVICE PROVIDED, OR ANY OF THE CONTENTS OF ANY COURSE CONTENT THAT APPEARS ON THE SITE, OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF THE TOTAL AMOUNT PAID IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM OR ONE HUNDRED U.S. DOLLARS ($100.00), WHICHEVER IS LESS. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, Phlare’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Indemnification. You agree to indemnify, defend, and hold harmless Phlare and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the Services, including but not limited to any User Content you may provide to the Site (including Instructor Content), or your breach of these Terms.

Severability. If any provision of these Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect.

US Government Rights. The Services are a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Services as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.

Governing Law. These Terms are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms and our Privacy Policy shall be instituted solely on an individual basis, exclusively in the federal courts of the United States or the courts of the State of Texas, and, where applicable, their small claims courts in each case located in Dallas County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Class Action Waiver. EACH PARTY HERETO WAIVES ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY, AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR IS AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES HEREBY AGREE THAT: (1) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS' FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY); AND (2) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.

Entire Agreement. These Terms, our Privacy Policy, and any statements or rules on the Services on your date of access constitute the entire agreement between you and Phlare with respect to the Site and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Site.

Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Terms and any applicable purchase or other agreement, these Terms shall govern.

Contact. If you have any questions regarding these Terms, please contact us at [info@phlare.org]

Last Update: [August 24th, 2025]