Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "Customer") and Dataflo LLC ("Dataflo," "we," "us," or "our") governing your access to and use of the Dataflo software-as-a-service platform, including any related websites, applications, and services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

If you do not agree to these Terms, you may not access or use our Services.

2. Description of Services

Dataflo provides an AI-powered software-as-a-service platform designed to help organizations manage, analyze, and derive insights from their data. The specific features, functionality, and scope of Services available to you will depend on the subscription plan or agreement between you and Dataflo.

We reserve the right to modify, update, or discontinue any aspect of the Services at any time. We will provide reasonable notice of material changes where practicable.

3. Account Registration and Security

3.1 Account Creation

To access certain features of the Services, you must register for an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

3.2 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:

• Create a strong, unique password
• Not share your account credentials with others
• Notify us immediately of any unauthorized access or use of your account
• Log out of your account at the end of each session when using shared devices

We are not liable for any loss or damage arising from your failure to protect your account credentials.

4. Subscription and Payment Terms

4.1 Subscription Plans

Access to the Services requires a paid subscription unless otherwise specified. The features, pricing, and terms of each subscription plan are described on our website or in a separate agreement.

4.2 Payment

You agree to pay all fees associated with your subscription plan. Fees are non-refundable except as expressly stated in these Terms or required by applicable law. All fees are stated in U.S. dollars unless otherwise specified.

4.3 Automatic Renewal

Subscriptions automatically renew at the end of each subscription period unless you cancel before the renewal date. We will charge the applicable fee to your payment method on file.

4.4 Price Changes

We may change our pricing at any time. Price changes will take effect at the start of your next subscription period following notice of the change.

5. Acceptable Use Policy

You agree not to use the Services to:

• Violate any applicable law, regulation, or third-party rights
• Upload, transmit, or store any content that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable
• Interfere with or disrupt the Services or servers or networks connected to the Services
• Attempt to gain unauthorized access to any part of the Services, other accounts, or systems
• Use the Services to transmit viruses, malware, or other malicious code
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Use automated means to access the Services without our express written permission
• Resell, sublicense, or provide access to the Services to third parties without authorization
• Use the Services to compete with Dataflo or to develop a competing product
• Remove, alter, or obscure any proprietary notices in the Services

We reserve the right to suspend or terminate your access to the Services if we reasonably believe you have violated this Acceptable Use Policy.

6. Customer Data

6.1 Ownership

You retain all rights, title, and interest in and to your data that you upload, submit, or otherwise make available through the Services ("Customer Data"). Nothing in these Terms transfers ownership of Customer Data to Dataflo.

6.2 License to Dataflo

You grant Dataflo a non-exclusive, worldwide, royalty-free license to use, copy, process, and display Customer Data solely as necessary to provide and improve the Services. This license terminates when you delete Customer Data or terminate your account.

6.3 Data Security

We implement commercially reasonable security measures to protect Customer Data. However, you acknowledge that no method of transmission or storage is completely secure, and we cannot guarantee absolute security.

6.4 Data Processing

Our collection and use of personal information in connection with the Services is described in our Privacy Policy. If you require a Data Processing Agreement for compliance with applicable data protection laws, please contact us.

7. Intellectual Property

7.1 Dataflo Ownership

The Services, including all software, technology, content, designs, trademarks, and other intellectual property, are owned by Dataflo or our licensors and are protected by intellectual property laws. Nothing in these Terms grants you any rights to such intellectual property except the limited license to use the Services as described herein.

7.2 License to Use Services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during your subscription period.

7.3 Feedback

If you provide feedback, suggestions, or ideas about the Services ("Feedback"), you grant Dataflo a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into our Services without any obligation to you.

8. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or should reasonably be understood to be confidential ("Confidential Information").

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession before disclosure; (c) is rightfully obtained from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of the Confidential Information.

9. Warranties and Disclaimers

9.1 Limited Warranty

Dataflo warrants that the Services will perform materially in accordance with the applicable documentation during your subscription period. Your exclusive remedy for breach of this warranty is for us to use commercially reasonable efforts to correct the non-conformity or, at our option, terminate your subscription and refund prepaid fees for the unused portion.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. DATAFLO DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. WE ARE NOT RESPONSIBLE FOR ANY DECISIONS OR ACTIONS YOU TAKE BASED ON THE SERVICES.

10. Limitation of Liability

10.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DATAFLO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

10.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DATAFLO'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO DATAFLO DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless Dataflo and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

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

12. Term and Termination

12.1 Term

These Terms remain in effect until terminated by either party. Your subscription term is specified in your subscription agreement or order form.

12.2 Termination by You

You may terminate your account at any time by contacting us. Termination does not entitle you to a refund of any prepaid fees unless otherwise required by law.

12.3 Termination by Dataflo

We may suspend or terminate your access to the Services immediately if you breach these Terms, fail to pay applicable fees, or if we are required to do so by law. We may also terminate for convenience upon 30 days' written notice.

12.4 Effect of Termination

Upon termination, your right to access the Services ceases immediately. We may delete your Customer Data after a reasonable period following termination. Sections that by their nature should survive termination will survive, including Sections 6-11, 13-15.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

13.2 Dispute Resolution

Any dispute arising out of or relating to these Terms or the Services shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within 30 days, either party may pursue resolution through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

13.3 Venue

Any arbitration or legal proceeding shall take place in Wilmington, Delaware. You consent to the personal jurisdiction of such courts.

13.4 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

14. Modifications to Terms

We may modify these Terms at any time by posting the updated Terms on our website. We will provide notice of material changes through the Services or by email. Your continued use of the Services after the effective date of any modifications constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using the Services.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Dataflo regarding the Services and supersede all prior agreements and understandings.

15.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

15.3 Waiver

No waiver of any term or condition shall be deemed a further or continuing waiver of such term or any other term. Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision.

15.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

15.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

15.6 Notices

All notices to Dataflo shall be sent to cloud@dataflo.ai. We may provide notices to you via email to the address associated with your account or through the Services.

16. Contact Us

If you have any questions about these Terms, please contact us at: