Credit Terms

‍1. DEFINITIONS

Capitalized terms have the following meanings, or, if used but not defined herein, the meanings set forth in the Agreement.

1. "Agreement" means the Terms of Service applicable to the Service located at Terms of Service or subsequent URL. 
2. "Credits" means prepaid units that may be redeemed for eligible Services in accordance with these Credits Terms and any applicable Order Form.
3. "Order Form" means any order form agreed between the parties or such other ordering mechanism whereby Customer purchases Credits in accordance with these Credits Terms.
4. "Purchased Credits" means Credits purchased by Customer for monetary consideration.
5. "Promotional Credits" means Credits provided by Flannel without separate charge, including promotional, trial, goodwill, beta, evaluation, or other complimentary Credits. 

2. Purchase and Use of Credits

1. Customer may purchase Credits pursuant to an Order Form. Purchased Credits may be redeemed solely for eligible Services offered by Flannel and identified by Flannel from time to time.
2. Credits may be redeemed only by Customer solely in accordance with these Credits Terms and during the Term of the Agreement, as applicable. Credits may not be used for any purpose other than obtaining Services from Flannel.

3. Nature of Credits

1. Credits are a contractual right to obtain Services from Flannel and do not constitute legal tender, currency, stored value, electronic money, a deposit, a bank account, a security, investment contract, or other financial instrument.
2. Credits have no cash value, are not redeemable for cash, and do not confer upon Customer any ownership, property, or other vested right, except the limited contractual right to redeem Credits for Services in accordance with these Credits Terms.
3. Credits do not create a trust relationship, fiduciary relationship, escrow arrangement, segregated account, or custodial relationship between Customer and Flannel.

4. Credit Balances

1. Flannel will maintain records of Credits issued, redeemed, forfeited, expired, adjusted, or otherwise applied to Customer's account. Flannel's records regarding Credit balances and usage shall be deemed accurate and controlling absent manifest error.
2. Flannel may correct clerical, accounting, technical, or administrative errors affecting Credit balances, including by adding, removing, or adjusting Credits.

5. No Refunds

1. Except as expressly required by applicable law, all purchases of Credits are final and non-refundable.
2. Without limiting the foregoing, Customer shall not be entitled to a refund, credit, or reimbursement for any unused, forfeited, suspended, expired, or terminated Credits.

6. Expiration of Credits

1. Unless otherwise specified in an applicable Order Form, Purchased Credits expire upon the earlier of:
   
   • twelve (12) months following the date of issuance; or
   • expiration or termination of the Term of the Agreement.
2. Promotional Credits expire on the date specified by Flannel at the time of issuance or, if no date is specified at the time, such Promotional Credits shall expire sixty (60) days from the date of issuance.
3. Upon expiration, Credits shall automatically and permanently expire without compensation or liability to Flannel.

7. Effect of Termination

1. Upon expiration or termination of the Term of the Agreement for any reason, all unused Credits shall immediately expire and be forfeited without refund, compensation, or further obligation by Flannel, unless otherwise expressly set forth in an applicable Order Form.
2. Flannel shall have no obligation to continue providing Services or permit redemption of Credits following termination.

8. Non-Transferability

1. Credits are personal to Customer and may not be sold, assigned, transferred, exchanged, pledged, gifted, encumbered, sublicensed, or otherwise conveyed to any third party without Flannel's prior written consent.
2. Any attempted transfer in violation of this Section shall be null and void.

9. Modification of Credit Requirements

1. Flannel may modify the number of Credits required to obtain particular Services, features, functionality, usage levels, or service categories at any time upon notice to Customer.
2. Such modifications shall apply prospectively and shall not alter the number of Credits already credited to Customer's account.
3. Nothing in these Credits Terms shall obligate Flannel to maintain any particular Credit-to-Service conversion ratio.

10. Suspension and Restrictions

1. Flannel may suspend, restrict, delay, or refuse issuance, redemption, transfer, or use of Credits if Flannel reasonably believes that:
   
   • fraud, misuse, abuse, unauthorized activity, or a security incident has occurred or may occur;
   • Customer has violated these Credits Terms or the Agreement;
   • Customer has failed to satisfy payment obligations hereunder or under the Agreement; or
   • such action is necessary to comply with applicable law or protect Flannel, its customers, or its systems.
2. During any suspension period, Flannel shall have no obligation to permit redemption of Credits.

11. Promotional Credits

1. Promotional Credits are provided solely as a promotional benefit and may be modified, revoked, canceled, suspended, or discontinued by Flannel at any time.
2. Promotional Credits (a) are not purchased; (b) are not redeemable for cash; (c) may be subject to additional restrictions determined by Flannel; (d) may expire at any time specified by Flannel; and (e) may be revoked if issued in error or obtained through fraud, abuse, or violation of these Credits Terms.
3. Unless otherwise specified by Flannel, Promotional Credits shall be redeemed before Purchased Credits.

12. Taxes

Customer is responsible for all sales, use, value-added, withholding, consumption, excise, and similar taxes arising from the purchase, receipt, redemption, or use of Credits, excluding taxes based on Flannel's net income.

13. Discontinuation of Credit Program

1. Flannel may modify, suspend, or discontinue the Credit program, in whole or in part, at any time upon notice to Customer.
2. In connection with any discontinuation, Flannel may establish a redemption period during which Customer may redeem unused Purchased Credits. Following the expiration of any such redemption period, all remaining Credits shall expire without compensation or liability.
3. Nothing in these Credits Terms obligates Flannel to continue offering, issuing, or honoring Credits indefinitely.

14. No Guarantee of Service Availability

1. The availability of Services redeemable through Credits may change from time to time. Flannel does not guarantee that any particular Service, feature, functionality, or offering will remain available for redemption using Credits.
2. Flannel may add, remove, replace, modify, or discontinue Services eligible for Credit redemption at any time.

15. Limitation of Rights

1. Credits constitute solely an unsecured contractual right against Flannel. Customer acknowledges that Flannel has no obligation to maintain reserves, segregate funds, establish trust accounts, or otherwise hold assets corresponding to outstanding Credits.
2. Customer shall have no claim to any specific funds, accounts, or assets of Flannel arising from its ownership or use of Credits.