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Service Agreement

Rev. 21-03-26

This Customer Agreement (this “Agreement”) is between Flieber, Inc., a Delaware corporation (“Flieber”), and the entity set forth on the forms (“Onboarding Forms”) accessible via the electronic link provided by Flieber at the beginning of the signup process (“Customer”).  This Agreement is effective as of the date Customer clicks “Finish” (or any other term with similar meaning, as specified by Flieber in its sole discretion (the “Onboarding Completion”)), on the Onboarding Forms and first submits such forms to Flieber (the “Effective Date”). 

Flieber provides supply chain management services (the “SCM Services”) for specified Customer products (“Products”) via the Flieber SCM Portal, located at, or any other destination specified by Flieber (the “Portal”).  Customer desires to subscribe to the SCM Services and access the Portal on the terms of this Agreement.

 By finalizing Onboarding Completion on the Onboarding Forms, Customer acknowledges that it has read, understands and agrees to be bound by all of the terms and conditions of this Agreement as of the Effective Date.  If Customer does not agree to this Agreement, Customer should not finalize Onboarding Completion on the Onboarding Forms.


1.1    Access.  Subject to Customer’s payment of the Portal Fee as defined in Section 2.1, Flieber will provide Customer with reasonable access to the Portal.  Customer is responsible for furnishing its own hardware, software, internet connectivity, etc. in order to access the Portal.  Flieber will use commercially reasonable efforts to cause the Portal to operate substantially in accordance with the documentation therefor.

1.2    License.  Subject to the terms of this Agreement, Flieber grants to Customer a limited, non-exclusive, non-transferable right and license to access and use the Portal, solely for Customer’s internal business purposes.  Except for the foregoing limited license, Flieber and its licensors retain all right, title and interest in and to the Portal, including, without limitation, any and all intellectual property and proprietary rights therein. 

1.3    SCM Services.  Subject to the terms of this Agreement, Flieber will use commercially reasonable efforts to perform the SCM Services, as described on Flieber’s website (the “Website”) and/or on the Onboarding Forms.  The scope, features and terms of the SCM Services shall be as described on the Website and/or on the Onboarding Forms.  The SCM Services may involve coordination and communications among Flieber, Customer and Customer’s relevant Product marketplaces, Customer personnel, Product manufacturers, component suppliers, trading or other financing companies, and other contractors (collectively “Customer-Related Parties”).  All communications between Flieber and Customer-Related Parties shall be through the Portal or through use of the applicable group e-mail address provided by Flieber to Customer (the “Group Email”).  Flieber may copy Customer in all communications with Customer-Related Parties during the term of this Agreement, solely to enable Customer to monitor such communications and interact with Flieber and Customer-Related Parties.  

1.4    Customer Obligations.  Customer shall cooperate fully with Flieber and timely and in good faith perform such duties and tasks as are specified to be performed by Customer.  Without limiting the foregoing, Customer is responsible for establishing, maintaining and performing all necessary agreements related to the sourcing, manufacture, delivery, and sale of Products (collectively “Supply Chain Agreements”).  Customer hereby appoints Flieber as Customer’s agent to initiate and respond to communications with the Customer-Related Parties in connection with the Products and Supply Chain Agreements.  Customer agrees to (a) provide Flieber access to all relevant Product marketplaces (including automated access through APIs), (b) enable communications between Flieber and Customer-Related Parties, (c) provide Flieber complete and accurate copies of all documents and other materials necessary to fully understand the terms and scope of all Supply Chain Agreements and any other documents or agreements related to the sourcing, manufacture, delivery, and sale of Products, and (d) take such other actions as are reasonably necessary to enable Flieber to perform the SCM Services and ensure that the Customer-Related Parties understand Flieber’s role and authority in connection with the SCM Services.  Customer understands and agrees that it is responsible for the performance of all of its obligations under the Supply Chain Agreements or any other commitment arising out of the SCM Services.  Customer agrees to promptly address all information and other requests made by Flieber.  Customer undertakes to regularly monitor the Portal, the messages from the Group Email and other communications regarding its Products and to promptly notify Flieber of any communications or decisions with which Customer disagrees.  Flieber will use reasonable efforts to address such disagreements or other Customer concerns or questions in a timely manner.


2.1    Portal Fees and SCM Services Fees.  Customer agrees to pay Flieber a subscription fee for access to the Portal (the “Portal Fee”) and in connection with the SCM Services (the “SCM Services Fee”), as provided in the Onboarding Forms. Such SCM Services Fee may change from time to time at Flieber’s sole discretion, provided that: such change shall not be effective until the beginning of Customer’s next billing cycle (and Flieber shall notify Customer in writing (email to suffice) at least 45 days in advance); and, in the event that Customer elects not to pay such changed SCM Services Fee for the following billing cycle, Customer shall have the right to terminate this Agreement upon written notice (email to suffice) provided at least 5 days prior to the beginning of such cycle.

2.2    Other Payment Terms.  If Customer agreed to pay amounts due hereunder by credit card, ACH or direct withdrawal, then Flieber or its payment processor is authorized to so charge, debit or deduct the applicable card or account on or after the first day the related payment is due or when otherwise agreed.  Except as provided above or as otherwise agreed, Customer will pay the fees and amounts payable under this Agreement within 15 days after receipt of the applicable invoice.  All fees are quoted and payable in US dollars.  Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.  All fees and other amounts are non-refundable (except as otherwise expressly provided in this Agreement).  All fees and other payments hereunder are exclusive of any applicable sales, use, value added, withholding, and other transaction related taxes, and Customer will pay all such taxes levied or imposed by reason of the transactions hereunder, except for taxes based on Flieber’s net income.

2.3    Disputes.  If Customer believes that Flieber has billed Customer incorrectly, Customer must contact Flieber’s billing department, no later than 30 days after the closing date on the first invoice or billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Otherwise, Customer will be deemed to have waived the right to receive such an adjustment or credit. 


3.1    Usage Data.  Notwithstanding anything to the contrary, but subject always to the obligations of confidentiality as set forth in Section 3.2, Flieber may collect and analyze usage data and other information relating to the provision, use and performance of various aspects of the SCM Services, the Portal and related systems and technologies (including information concerning Customer and data derived therefrom) (“Usage Data”), and Flieber may (during and after the term of this Agreement) (a) use such Usage Data to improve and enhance the SCM Services and for other development, diagnostic and corrective purposes in connection with the SCM Services and other Flieber offerings, and (b) disclose such Usage Data solely in aggregate or other de-identified form in connection with its business.  

3.2    Confidentiality. 

(a)    Proprietary Information Defined.  Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to Disclosing Party or its affiliates, customers or suppliers and their respective businesses which, from the circumstances surrounding disclosure should reasonably be understood to be confidential or proprietary information (“Proprietary Information”).  Proprietary Information of Flieber includes non-public information regarding the SCM Services and the Portal, including the features, structure, functionality and performance thereof.  Proprietary Information of Customer includes the existence and terms of each Supply Chain Agreement.  

(b)    Protection of Proprietary Information.  The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information of the Disclosing Party, and (ii) not to use (except in performance of, or exercise of rights under, this Agreement) or divulge to any third person any such Proprietary Information.  Each party will only disclose the Proprietary Information of the other to such of its employees and contractors who are required to have the information in connection with this Agreement and who have signed a confidentiality agreement at least as protective as this Section 3.2.  Customer understands and agrees that Flieber may communicate with, and convey to, Customer-Related Parties such Customer Proprietary Information as Flieber deems necessary to perform the SCM Services.  Customer is responsible for ensuring that such Customer-Related Parties are bound by appropriate confidentiality agreements.  The Disclosing Party agrees that the foregoing shall not apply to any information that the Receiving Party can document (A) is or becomes generally available to the public; or (B) was in its possession or known by it prior to receipt from the Disclosing Party; (C) was independently developed by persons who did not have access to any Proprietary Information of the Disclosing Party; or (D) was rightfully disclosed to it without restriction by a third party.  This Section shall not preclude disclosure of Proprietary Information to the extent required to be disclosed by applicable law; provided that the Receiving Party will provide prompt notice thereof to enable the Disclosing Party to seek a protective order or otherwise prevent such disclosure.  Within 30 days of the termination of this Agreement, each party will return or destroy, all copies of the Proprietary Information disclosed by the other party, except for a limited number of electronic backup copies of such information as are automatically created and retained by the receiver’s standard backup processes and systems for purposes of disaster recovery.  In addition, and notwithstanding the foregoing, Flieber may retain and continue to use as provided herein, all Usage Data. 

(c)    Terms of this Agreement.  Each party agrees to keep confidential and not to disclose the terms and conditions of this Agreement to any third party, other than (i) in confidence to its affiliates, actual or potential investors, banks, lawyers, accountants and other professional advisors; (ii) in connection with the enforcement of its rights under this Agreement; (iii) as may be required by law, including in connection with the requirements of a public offering or securities filing; and (iv) in confidence in connection with an actual or proposed merger or acquisition.  

3.3    Intellectual Property Rights.

(a)    Ownership.  Subject to the licenses granted hereunder, all intellectual property, including related intellectual property rights (a) owned or controlled by a party at the commencement of this Agreement or independent of this Agreement (“Background IP”) or (b) developed by a party in connection with this Agreement, in each case shall remain under the ownership or control of such party.  Notwithstanding the foregoing, Customer agrees to assign, and does hereby assign, to Flieber, all right, title and interest in and to all suggestions, feedback, modifications or improvements (and related intellectual property rights) (collectively “Improvements”) to the SCM Services, the Portal or other Background IP of Flieber provided hereunder, which Improvements are provided by Customer to Flieber or developed solely or jointly by Customer hereunder.  Customer agrees to execute such additional documents as may be requested by Flieber to evidence such assignment.

(b)    Use of Customer Materials.  If the SCM Services involve the use or modification of Customer Materials (defined below), Customer hereby grants to Flieber, a royalty free, non-exclusive, worldwide license to use, make, have made, copy, modify and prepare derivative works of the Customer Materials, solely for the purpose of Flieber performing the SCM Services and exercising its rights under this Agreement.  Flieber may use such materials to the extent necessary to perform the SCM Services.  Such right shall continue in effect for so long as necessary to perform the related Services.  Customer shall obtain, at its expense, any consents, licenses and rights from third parties that are required for Customer to provide the Customer Materials to Flieber and for Flieber to use such Customer Materials as set forth above.  “Customer Materials” means Supply Chain Agreements and any software, materials or technology of Customer or provided by Customer to Flieber, which Flieber requires to perform the SCM Services or on which Services will be performed by Flieber, including all related intellectual property rights.

3.4    Data and System Security.

(a)    Information Security Management.  Flieber represents and warrants that it has implemented, maintains, and will maintain throughout the term of this Agreement, a comprehensive, written information security management program designed to protect Customer Proprietary Information and prevent a security breach, which includes administrative, technical, and physical safeguards to (i) ensure the security and confidentiality of such information; (ii) protect against any anticipated threats or hazards to the security or integrity of such information; and (iii) protect against unauthorized access to or use of such information which could result in harm or issues to Customer or any of its clients, agents, or employees.  The information security management program will be kept current based on changes in applicable legal and regulatory requirements related to privacy and data security, best practices and industry standards.

(b)    Customer Responsibilities.  Customer is responsible for maintaining the security of all equipment used by Customer to access the Portal, the Group Email, passwords and files, and for all uses of Customer’s account or such equipment, with or without Customer’s knowledge or consent.


4.1      Indemnity.  Flieber agrees to (a) defend or, at its option, to settle, any third party claim (a “Claim”) brought against Customer asserting that the SCM Services or the use of the Portal infringe any patent or copyright, or misappropriate any trade secret, of any third party; and (b) indemnify and hold Customer harmless against all damages and costs finally awarded against Customer under any such Claim or agreed upon in settlement thereof.  Customer agrees to (1) defend or, at its option, to settle, any Claim brought against Flieber (A) asserting that any Product or the Customer Materials or any other materials it provides to Flieber infringe any patent or copyright, or misappropriate any trade secret of a third party or otherwise violate any third party proprietary rights, or rights of privacy and publicity, (B) by any Customer-Related Party under an Supply Chain Agreement or otherwise related to the Products or SCM Services, except to the extent based on Flieber’s gross negligence or willful misconduct, or (C) asserting that any Product caused personal injury or death or any other product liability claim; and (2) indemnify and hold Flieber harmless against all damages and costs finally awarded against Flieber under any such Claim or agreed upon in settlement thereof.  

4.2    Process.  The parties agree that each indemnifying party’s obligations under Section 4.1 are subject to the indemnified party under such section taking all reasonable steps to mitigate any potential expenses and providing the indemnifying party with (a) prompt written notice of any such Claim, or possibility thereof; (b) sole control and authority over the defense or settlement of such Claim; and (c) proper and full information and assistance, at the indemnifying party’s expense, to settle or defend any such Claim.

4.3    Potential Claim.  If the SCM Services or the Portal is, or in Flieber’s opinion might be, held to infringe as set forth above, Flieber may, at its sole option and expense procure for Customer the right to use such infringing item as provided herein or replace or modify such items so as to avoid infringement.  If neither of such alternatives is, in Flieber’s opinion, commercially reasonable, Customer’s rights in such item shall terminate.  In such a case, Flieber’s sole remaining liability, in addition to its obligation to reimburse awarded damages and costs or amounts agreed in settlement set forth above, will be to refund to Customer any prepaid and unused fees.

4.4    Exceptions.  Notwithstanding the provisions of Section 4.1, Flieber assumes no liability for infringement claims arising from (a) any portion of SCM Services or the Portal consisting of Customer Materials or other customer or third party materials; or (c) use of the Portal in a manner other than for which it was designed.  Notwithstanding the provisions of Section 4.1, Customer assumes no liability for infringement claims to the extent covered by Flieber’s indemnity under such section.  

4.5    No Other Liability.  This Section 4 states the entire liability and obligations of each party, and the exclusive remedy of the other party, with respect to any actual or alleged infringement of any patent, copyright, trade secret, trademark or other intellectual property right by the SCM Services, Products, Customer Materials or other information.


Flieber warrants that (a) the SCM Services shall be performed in a manner at least consistent with prevailing industry standards, and (b) that it will not materially decrease the overall functionality of the Portal during the then current term of this Agreement.  If, within 30 days of Flieber’s delivery of a particular Service, Customer notifies Flieber that Customer believes Flieber has breached the foregoing warranty, then, Flieber’s sole obligation, and Customer’s sole remedy, shall be for Flieber, at its election, to either correct such breach within 15 days or refund to Customer the amounts paid for the applicable Service.  EXCEPT AS SET OUT IN THIS AGREEMENT, (A) FLIEBER DOES NOT WARRANT THAT THE SCM SERVICES OR THE PORTAL WILL BE ERROR FREE, AND (B) THE SCM SERVICES AND THE PORTAL ARE PROVIDED “AS IS” AND FLIEBER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY OF INFORMATION, AND NONINFRINGEMENT.


6.1    Agreement Term.  The term of this Agreement commences on the Effective Date and continues until the first anniversary thereof.  Following the initial term, this Agreement shall automatically renew on the same terms (except as set forth in Section 2.1) for additional terms of one (1) year each, unless either party provides the other with at least 90 days’ written notice (email to suffice) prior to the expiration of the then-current term of its intent not to extend the term of this Agreement. This Agreement may be sooner terminated as specified in this Section 6.

6.2    Changes to SCM Services Fee. Customer may terminate this Agreement as a result of changes in the SCM Services Fee as set forth in Section 2.1, above.

6.3    Termination for Cause.  In addition to any other remedies it may have, either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days of notice of such breach.

6.4    Effect of Termination.  Except as set forth herein, upon the termination or expiration of this Agreement for any reason, the rights and obligations of the parties under this Agreement shall terminate.  Unless the Agreement is terminated by Customer under Section 6.3, Customer is obligated to pay, within 30 days of the date of termination, the Product Fee for all Products as to which Flieber has provided any SCM Services, even if delivery to the Final Inventory Destination has not occurred.  In such case, costs not yet finally known will be reasonably estimated to calculate the Product Fee.  The expiration or termination of this Agreement will not (a) affect Customer’s obligation to pay all amounts due to Flieber accrued prior to termination (or, where applicable, after termination), nor (b) entitle Customer to reimbursement or refund of any amounts already paid to Flieber.  Flieber will have no obligation to maintain any Customer Materials in the Portal.  However, if requested by Customer in writing within 15 calendar days of the termination or expiration of this Agreement, Flieber will make available to Customer, for a fee, access to all Customer Materials then in Flieber’s possession or control.  Such access shall be by delivery of a file containing such Customer Materials.  In addition, Sections 2, 3, 4, 5, 6, 7 and 8 will survive the expiration or termination of this Agreement.




8.1    Severability.  If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary and the remainder of this Agreement will otherwise remain in full force and effect and enforceable.  

8.2    Assignment.  This Agreement is not assignable, transferable or sublicensable by Customer, including by operation of law, except with Flieber’s prior written consent.  Flieber may transfer and assign any of its rights and obligations under this Agreement without consent.  Any attempted assignment in violation of the foregoing is void.

8.3    Entire Agreement.  This Agreement constitutes the entire, final, and complete agreement between the parties with respect to the subject matter hereof.  The preprinted terms and conditions contained in any document submitted by either party will be of no effect, notwithstanding any contrary provisions in such terms.  Except as expressly provided herein, no modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by both parties.   

8.4    No Agency.  Except for Customer’s appointment of Flieber as its agent in accordance with Section 1.4, no agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and Customer does not have any authority of any kind to bind Flieber in any respect whatsoever.  

8.5    Force Majeure.  Nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the control of, and not caused by the negligence of, the non-performing party.

8.6    Construction.  This Agreement is the result of negotiations among, and has been reviewed by, Flieber and Customer.  Accordingly, this Agreement shall be deemed to be the product of both parties, and no ambiguity shall be construed in favor of, or against, either party.

8.7    Notices.  All notices under this Agreement shall be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  Such notices shall be sent to the parties at the respective address indicated below (as it may be updated from time to time) in the case of Flieber, or at the address then on record in Customer’s account information with Flieber, in the case of Customer. 

450 Lexington Avenue, 4th Floor

New York, NY 10017


8.8    Governing Law; Jurisdiction.  Prevailing Party.  This Agreement shall be governed by the laws of the State of New York, without regard to conflict of laws provisions.  Any suit under this Agreement (other than to enforce a judgment or award) will be brought in the federal or state courts in the districts which include New York, New York.  Customer agrees and submits to the personal jurisdiction and venue of such courts.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  

8.9    Publicity.  Flieber may include Customer’s name and logo on lists of customers of the SCM Services, including on the Website.  Customer also agrees to reasonably cooperate with Flieber to serve as a reference account upon request.

8.10    Other Interpretive Provisions.  References in this Agreement to “Sections” are to sections herein unless otherwise indicated.  The words “include” and “including” and words of similar import when used in this Agreement shall not be construed to be limiting or exclusive.  For purposes of this Agreement, the word “will” shall be equivalent in meaning to the word “shall,” both of which describe an act or forbearance which is mandatory under this Agreement.  Except as provided in a particular context, the word “or” when used in this Agreement may mean each as well as all alternatives.  Headings in this Agreement are for convenience of reference only and are not part of the substance hereof.  



Last update – May/24/2019 

Flieber cares about your privacy and treats the personal information of our customers with respect and sensitivity. Our Privacy Policy is intended to describe how we collect and use information from you. As our services evolve and we perceive the need or desirability of using information collected in other ways, we may amend this Privacy Policy.

We encourage you to check our Site frequently to see the current Privacy Policy and Terms of Use in effect and any changes that may have been made to them.

By using this Site, you are accepting the terms of this privacy policy.

Personal Identification Information

1. We may collect personal identification information from Users in a variety of ways, including, but not limited to, when Users visit our site, fulfill a form, respond to a survey, subscribe to our newsletter and in connection with other activities, services, features, or resources we make available on our site. Users may be asked for, as appropriate, name, email address, mailing address, phone number, and credit card information.

2. Users may, however, visit our Site anonymously.

3. We will collect personal identification information from Users only if they voluntarily submit such information to us.

4. Our site may provide an opportunity for you to post information about you and/or your experiences with us. Remember, by posting any information, it will become publicly available, so please use discretion regarding your own personal information.

5. From time to time we send newsletters, emails, and/or other communications to share information or special offers about the Site, restaurant, or rewards program. If you have registered with our Site, rewards program, mobile application, or another one of our promotions you are likely to receive such communications.


Our Site may use “cookies” to enhance the User experience. Cookies are used to personalize our Site for you and to collect aggregate information about Site usage by all of our users. Users may choose to set their web browser to regulate the use of cookies, or to alert you when cookies are being sent. Doing so, however, may make some of our site features unavailable to you. We do not provide information received through cookies to third parties for advertising purposes.

Non-Personal Identification Information

We may use aggregated data for our own research and commercial purposes. This information may include what areas and features our users visit most frequently, browser name, operating system, internet service providers utilized, and other similar information.

How We Use Collected Information

1. To improve customer service: Your information helps us to more effectively respond to your customer service requests and support needs.

2. To personalize user experience: We may use information in the aggregate to understand how our Users as a group use the services and resources provided on our Site.

3. We continually strive to improve our website offerings based on the information and feedback we receive from you.

4. To send Users information: Via email, social media, or other means of communication. The email addresses Users provide will only be used to send them information pertaining to what they have signed up for. If a User decides to opt-in to our mailing list, they will receive emails that may include company news, updates, related product or service information, etc. If at any time the User would like to unsubscribe from future emails, we include detailed unsubscribe instructions at the bottom of each email. Flieber will never sell user information to any third-party.

5. We do not sell, trade, rent Users personal information to others. We may share generic aggregated demographic information not linked to any personal information regarding visitors and users with our business partners and advertisers for the purposes outlined above. We may use third-party service providers to help us operate our business and the Site or administer activities on our behalf, such as sending out newsletters and surveys


1. We adopt appropriate data collection, storage, processing, and security measures to protect against unauthorized access, alteration, disclosure or destruction of your personal information, username, password, transaction information and data stored on our Site.

2. Unauthorized entry or use, hardware or software failure, and other factors may compromise data security. You acknowledge and agree to assume this risk when communicating with us. You are also responsible for maintaining the confidentiality and security of any member name and password you use in connection with the Site. If you believe that your account information is being used in an unauthorized fashion, you must contact us immediately.

Changes to this Privacy Policy

Flieber has the discretion to update this privacy policy at any time. When we do revise, the updated revision date will be displayed at the top of this page. We encourage Users to frequently check this page for any changes to stay informed about how we are helping to protect the personal information we collect. You acknowledge and agree that it’s your responsibility to review this privacy policy periodically and become aware of modifications.

Acceptance of These Terms

By using this Site, you signify your acceptance of this policy and terms of service. If you do not agree to this policy, please do not use our Site. Your continued use of the Site following the posting of changes to this policy will be deemed your acceptance of those changes.

Contact Us
If you have any questions or suggestions with respect to this Privacy Policy, the practices of this site, or your personal dealings with this site, please send us an email to