Terms & Conditions

Fleksa, Inc. Effective Date: December 2024 Last Updated: December 2024

1. Introduction

Welcome to Fleksa. These Terms and Conditions ("Terms") govern your access to and use of the services, software, and products ("Services") provided by Fleksa, Inc. ("Fleksa," "we," "us," or "our"), a company incorporated in the State of Texas, United States.

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

1.1 What Fleksa Is Not

Fleksa provides software-as-a-service and related tooling for restaurants. Fleksa is not:

a restaurant, food preparer, or seller of food or alcohol;
a delivery service or courier;
a money transmitter, bank, or payment institution. Payment processing is performed by third-party processors (e.g., Stripe Inc.) under their own terms with you;
a marketing or telecommunications carrier for SMS sent to your guests (those are sent via Twilio or comparable carriers under their terms).

You, as the restaurant operator, remain solely responsible for food safety, alcohol/tobacco licensing, labor compliance, your menu and pricing, your guest communications, and compliance with all laws applicable to your business.

2. Definitions

"Account" means your registered account with Fleksa
"Customer" or "You" means the restaurant, business, or individual using our Services
"Platform" means Fleksa's software-as-a-service platform including POS, ordering system, reservation system, and related services
"End User" means customers of your restaurant who interact with our Platform
"Subscription" means your paid subscription plan with Fleksa

3. Service Description

Fleksa provides a B2B restaurant technology platform including:

Point of Sale (POS) system
Online ordering system
Table reservation system
Kitchen display system
Self-service kiosk software
Restaurant management tools
Website builder

3.1 Zero Commission Model

Fleksa operates on a subscription-based pricing model. We do not charge commissions on orders processed through our platform.

4. Account Registration

4.1 Eligibility

To use our Services, you must:

Be at least 18 years old
Have the authority to bind your business to these Terms
Provide accurate and complete registration information
Maintain the security of your account credentials

4.2 Account Responsibilities

You are responsible for:

All activities that occur under your account
Maintaining accurate account information
Notifying us immediately of unauthorized access
Complying with all applicable laws and regulations

5. Payment Terms

5.1 Subscription Fees

Subscription fees are billed in advance on a monthly or annual basis
All fees are non-refundable except as required by law
We reserve the right to modify pricing with 30 days notice

5.2 Payment Processing

Payment processing is handled through third-party providers, primarily Stripe, Inc. Your use of Stripe is governed by the Stripe Services Agreement (stripe.com/legal).
You are responsible for all applicable taxes (sales tax, VAT, GST, excise, gratuity reporting, etc.), other than taxes on Fleksa's net income.
Late payments may result in service suspension and, after 30 days delinquent, termination.

5.3 Right of Set-off

If your account is delinquent, you authorize Fleksa to offset amounts owed against any funds received from your guests through Fleksa-administered payment flows (e.g., online orders, Fleksa-managed gift cards) and to withhold disbursement until your balance is cured.

5.4 Hardware Minimum Term

If hardware (POS terminal, KDS display, kiosk, printer) was provided at a discounted or zero price, a 24-month minimum service term applies. Early termination triggers a hardware buyout equal to the un-amortized subsidy.

6. Acceptable Use

You agree not to:

Use the Services for any illegal purpose
Violate any applicable laws or regulations
Infringe on intellectual property rights
Transmit malware or harmful code
Interfere with the operation of our Services
Attempt unauthorized access to our systems
Resell or redistribute our Services without authorization

7. Data and Privacy

7.1 Your Data

You retain ownership of all data you submit to our Platform ("Customer Data"). You grant Fleksa a license to use Customer Data to provide and improve our Services.

7.2 Privacy

Our collection and use of personal information is governed by our Privacy Policy.

7.3 Data Security

We implement industry-standard security measures to protect your data. See our Data Protection documentation for details.

8. Intellectual Property

8.1 Our IP

Fleksa and its licensors retain all rights in the Services, including all software, designs, and trademarks. Nothing in these Terms transfers any IP rights to you other than the limited license to use the Services for the subscription term.

8.2 Your Content

You retain rights to content you create using or upload to our Services (menus, photos, business descriptions, etc.). You grant Fleksa a worldwide, non-exclusive, royalty-free, sublicensable license to host, copy, transmit, display, modify (for formatting/AI processing), and distribute such content as necessary to provide, secure, and improve the Services and to surface your business through our marketing and partner channels.

8.3 Feedback

If you submit ideas, suggestions, or feedback about the Services, you grant Fleksa a perpetual, irrevocable, royalty-free, worldwide license to use that feedback for any purpose without compensation or attribution.

8.4 De-identified Data

Fleksa may compile aggregated and de-identified statistical and operational data derived from your use of the Services and may use such data for any lawful purpose, including benchmarking, product development, and industry insights, provided the data does not identify you, your guests, or your staff.

9. Third-Party Services

Our Services may integrate with third-party services (payment processors, delivery platforms, marketing channels, AI providers, etc.). Your use of such services is subject to their respective terms and conditions. Where their terms conflict with these Terms, their terms govern only the third-party service.

9a. Guest Communications & TCPA (SMS/MMS/Voice)

When you use Fleksa to send SMS, MMS, RCS, or voice communications to your guests (including order confirmations, reservation reminders, marketing, and AI-generated outreach):

You are the sender. You represent and warrant that each recipient has provided prior express written consent under the Telephone Consumer Protection Act (TCPA, 47 U.S.C. § 227), CAN-SPAM (for email), and any applicable state little-TCPAs (FL, OK, WA, MD, etc.).
You maintain opt-out. You will honor STOP/UNSUBSCRIBE requests promptly and maintain records sufficient to prove consent and opt-out compliance.
Carrier rules. You will comply with 10DLC registration, CTIA Messaging Principles, and carrier content rules (no SHAFT-C violations).
Indemnity. You will defend, indemnify, and hold Fleksa and its messaging providers harmless from any claim arising from communications you initiate through the Services, including TCPA class actions, FCC enforcement, and carrier penalties.

9b. Artificial Intelligence Features

Portions of the Services (including "Nuxa AI Employees", auto-drafted review replies, content/social suggestions, SEO analyses, and AI website generation) use large language models provided by Anthropic, OpenAI, and Google via the Vercel AI Gateway.

Human-in-the-loop. AI-generated content is a draft suggestion; you remain responsible for review and publication unless you have explicitly configured auto-publish for a given workflow.
No model training. LLM providers are contractually bound to zero data retention and no use of your inputs/outputs for training base models.
No Article 22 / automated decisions. AI features do not make decisions producing legal or similarly significant effects on data subjects.
Accuracy. AI output may be inaccurate. Fleksa makes no warranty as to the correctness of AI-generated content.
Opt-out. You may disable AI features for your account by contacting legal@fleksa.com.

10. Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLEKSA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO FLEKSA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Indemnification

You agree to indemnify and hold harmless Fleksa and its officers, directors, employees, and agents from any claims, damages, or expenses arising from:

Your use of the Services
Your violation of these Terms
Your violation of any third-party rights

13. Term and Termination

13.1 Term

These Terms remain in effect until terminated by either party.

13.2 Termination

You may terminate by canceling your subscription
We may terminate or suspend access for violation of these Terms
Upon termination, your right to use the Services ceases immediately

13.3 Effect of Termination

You may export your data within 30 days of termination.
Personal data is deleted or anonymized within 90 days after termination.
Transaction records, tax-relevant data, and records required for legal, regulatory, or accounting purposes are retained for the applicable statutory periods (generally 7 years for U.S. tax records).
Provisions that by their nature survive termination (IP, confidentiality, indemnities, limitations of liability, dispute resolution, accrued payment obligations) will remain in effect.

14. Modifications

We may modify these Terms at any time. We will provide notice of material changes via email or through the Services. Continued use after changes constitutes acceptance.

15. Governing Law and Disputes

15.1 Governing Law

These Terms are governed by the laws of the State of Texas, United States, without regard to conflict of law principles.

15.2 Informal Resolution

Before initiating arbitration, you agree to first send a written notice of dispute to legal@fleksa.com describing the claim and requested relief, and to attempt to resolve the dispute informally for 30 days.

15.3 Binding Arbitration

Any disputes not resolved informally shall be resolved through binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall be held in Austin, Travis County, Texas (or remotely, at the arbitrator's discretion). The arbitrator may award injunctive relief only on an individual basis. Either party may seek interim injunctive relief in a court of competent jurisdiction.

15.4 30-Day Arbitration Opt-Out

You may opt out of the arbitration agreement in §15.3 by sending written notice to legal@fleksa.com within 30 days of first accepting these Terms. Your notice must include your name, account email, and a clear statement that you opt out. Opting out has no effect on any other provision.

15.5 Class Action Waiver

YOU AND FLEKSA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any form of representative or class proceeding.

15a. Hardware (when applicable)

If you obtain hardware from Fleksa (POS terminal, KDS display, kiosk, printer, cash drawer, scanner):

Title. Title to hardware remains with Fleksa until paid in full. Loaned hardware remains Fleksa property at all times.
Warranty. 12 months from delivery against manufacturing defects.
Returns. Within 30 days of delivery in original packaging; afterward only with written consent and subject to a restocking fee.
Loss/Damage. Replacement cost or fair-market value (whichever is higher) applies to lost or customer-damaged units.
Shipping. At Fleksa's risk and expense unless otherwise stated.

15b. Governing Entity & Foreign Qualification

Fleksa, Inc. is a Texas corporation headquartered in Austin, Texas, with foreign-qualified registration in additional U.S. states where the volume of Services warrants. Service-of-process and registered-agent details for each state are available from the relevant Secretary of State.

Email: legal@fleksa.com
Phone: +1 512-777-0405
Website: https://fleksa.com