These Terms of Service (the "Terms") are an agreement between FlowSoftware LLC ("Flow Software", "we", "us" or "our") and the business that signs an Order Form with us or uses our Services ("you" or "your"). They apply to all of the Services, including those we offer under the API Flow and Call Flow names.
Please read them before you sign an Order Form. If you do not agree to them, do not use the Services.
1. About these Terms
1.1 Who we are. FlowSoftware LLC is a limited liability company formed in California, United States. We do business as Flow Software. API Flow and Call Flow are Flow Software services. You can reach us at support@flowsoftware.ai.
1.2 Business customers only. We sell the Services to businesses, for business purposes. They are not offered to consumers or for personal, family or household use. By accepting these Terms, you confirm that you are acting for a business and that the person accepting them has authority to bind it.
1.3 When these Terms bind you. These Terms bind you from the first time you sign an Order Form that refers to them, accept them at the payment step, or use the Services, whichever comes first.
1.4 What the agreement is made of. Your agreement with us (the "agreement") is made up of your Order Forms, these Terms, the Acceptable Use Policy and the Refund and Cancellation Policy. If they conflict, they apply in this order: the Order Form, for the Services it covers; then these Terms; then the two policies.
1.5 Our websites. Our websites, including flowsoftware.ai, give general information about the Services. Nothing on them changes these Terms or an Order Form. The Services you buy, and their rates, are the ones in your Order Form.
2. Definitions
- Services: the services listed on the Services page of flowsoftware.ai that you order under an Order Form, including the hosted software we provide (such as API Flow and Call Flow), its dashboards and APIs, and the Professional Services.
- Order Form: a document you and we sign or accept that lists the Services you buy, your Rate Card, any recurring fees and any service levels. A statement of work that refers to these Terms is also an Order Form.
- Rate Card: the list in your Order Form of each unit of usage you can be billed for, and the rate for each.
- Metered Usage: the units of the Services you use, measured as described in section 6.
- Professional Services: setup, integration builds, configuration and other work we do for you, and the ongoing operation and support of your connections and pipeline where your Order Form includes it.
- Customer Data: the business data that you, your Users or the tools you connect send through the Services so that we can deliver them, including contact records, call logs, notes and call recordings.
- Users: your employees and contractors whom you allow to use the Services.
- Third-Party Tools: software and services provided by others that you connect to the Services, such as your phone system, search and analytics tools, CRM and email.
3. The Services
3.1 What we provide. The Services are the services described on the Services page of flowsoftware.ai. Your Order Form names the ones you receive. At the date of these Terms they are:
(a) Custom software and integration, in which we build, connect and operate your pipeline from lead to bill, configured to how your business works (a whole-flow engagement);
(b) API Flow, which connects the software tools your business already uses, brings their data into one place in one format, and runs those connections as an operated service, with a dashboard and an API; and
(c) Call Flow, software your sales team uses to work its call lists, place calls, record outcomes and keep the conversation on the contact record. Your Users place every call. Where you choose to record calls, Call Flow records them with a disclosure setting you configure, and section 11.2 applies.
When we add a service, we describe it on the Services page before we sell it.
3.2 Professional Services. We perform Professional Services as described in your Order Form.
3.3 How the Services are delivered. All Services are delivered online. We do not sell physical goods and nothing is shipped. We tell you by email when each Service is ready to use, and your access starts then, as the Refund and Cancellation Policy describes.
3.4 Third-Party Tools. The Services work with Third-Party Tools that you choose and that their providers supply under their own terms. You are responsible for your accounts with those tools, for the permissions you give us to connect to them, and for following their terms. When you connect a Third-Party Tool, you authorize us to access it for you, to the extent needed to provide the Services. We are not responsible for a Third-Party Tool's availability or accuracy, or for changes its provider makes. Where your Order Form includes operating a connection, keeping that connection working when a Third-Party Tool changes is part of the Services, as the Order Form describes.
3.5 Your team makes its own calls and sends its own messages. You and your Users place your own calls and send your own messages using the Services. We do not place sales calls, send marketing messages, or sell, rent or supply contact lists on your behalf. You are the caller and the sender of every call and message made through the Services.
3.6 Changes to the Services. We may update the Services from time to time. We will not make a change that materially reduces the core functions of a Service you have ordered while your Order Form for it is in effect. Features we describe as "in development" are not part of the Services, and are not billed, until they are added to your Order Form.
4. Accounts and Order Forms
4.1 Order Forms. Each Order Form lists the Services you buy, your Rate Card, any recurring fees and any service levels. We bill only for what your Order Form lists. You can add Services by signing a new or amended Order Form.
4.2 Your account and Users. You are responsible for your Users and for everything done under your account. Keep login details and API keys confidential, give access only to people who need it, and tell us promptly at support@flowsoftware.ai if you believe your account or keys have been used without permission.
4.3 Keeping your details current. Keep your account contact, billing contact and payment details up to date. We send invoices and notices to the contacts you give us.
5. Fees
5.1 What you pay. You pay the fees in your Order Form, which may include recurring fees and usage-based charges. Fees for Professional Services are set in the Order Form that describes them.
5.2 Rates are agreed before any charge. Your Rate Card is agreed at onboarding, before anything is billed. We do not charge for anything that is not in your Order Form.
5.3 Currency. All fees are stated, invoiced and charged in US dollars.
5.4 Rate changes. We may change your Rate Card or recurring fees by written notice to you at least 30 days before the change takes effect. A change applies from the first billing period that starts after the notice period ends. If you do not accept it, you may cancel under section 17 before it takes effect, and the earlier rates apply until your cancellation takes effect.
5.5 Taxes. Fees do not include taxes. You pay any sales, use, value added or similar taxes that apply to the Services, other than taxes on our income, and we show them as separate lines on the invoice.
5.6 Promotions. A trial, discount or other promotion applies only if its terms are set out in writing in your Order Form or beside the offer, including what is charged when it ends.
6. Usage metering, invoicing and payment
6.1 Metering. We measure Metered Usage with our metering systems, in the units set in your Rate Card. You can see your Metered Usage on each invoice, which shows each quantity beside its rate, and we provide it on request. Our metering records are the basis of each invoice, subject to section 7.
6.2 One invoice a month. We send one invoice per month, in US dollars, covering each calendar month. Each invoice lists every metered quantity beside its rate, any recurring fees and any Professional Services fees for the period. Metered Usage is billed after the month in which it is used, and recurring fees are billed in advance, for the month ahead. We send invoices by email to your billing contact.
6.3 Payment methods. You pay by ACH bank debit or by card. Payments are processed by Stripe, a third-party payment processor. We do not receive or store full card numbers. Stripe's own terms and privacy policy apply to its handling of your payment details.
6.4 Payment authorization. When you add a payment method, you accept the payment authorization shown at that step, which is presented separately from these Terms. It authorizes us, through Stripe, to charge each monthly invoice to that payment method on or after its due date. Because the Services are billed on usage, the amount changes from month to month; each charge is for the amount on an invoice already sent to you. For ACH bank debits, you also accept the debit authorization shown at the payment step, and a confirmation of it is sent to you by email. The authorization continues until you withdraw it or the agreement ends and every amount due is paid. You can withdraw it by email to support@flowsoftware.ai. Withdrawing it does not cancel your Order Form, and you then pay any amounts due by another method we accept. We send a receipt by email for each payment.
6.5 Due date. Each invoice is due 15 days after the invoice date.
6.6 Statement descriptor. Charges appear on card and bank statements as FLOWSOFTWARE.
6.7 Failed and late payments. If a payment fails or an invoice is not paid by its due date, we will tell you by email. Returned ACH debits are handled as the Refund and Cancellation Policy describes. If an amount is still unpaid 15 days after that email, we may suspend the Services under section 17.6 until it is paid. Overdue amounts carry no interest or late fee.
7. Invoice questions, refunds and payment disputes
7.1 Questions about an invoice. If you think an invoice or charge is wrong, email support@flowsoftware.ai with the invoice number and the lines you are questioning. We handle the question, and any correction, as the Refund and Cancellation Policy describes. There is no deadline for raising a question.
7.2 How we check it. We check the metering records for the invoice and share the usage detail behind the lines you question. The parts of the invoice you do not question stay due on the due date. The Refund and Cancellation Policy says how the amount you question is treated while we check it.
7.3 Refunds and credits. Refunds and credits are given under the Refund and Cancellation Policy. In summary: we correct billing errors by refund or credit and refund duplicate charges in full; when you cancel, we credit prepaid amounts for any period after your cancellation takes effect and refund any balance; and we do not refund Metered Usage that was measured correctly, Professional Services that were performed, or recurring fees for a billing period that has already started. If this summary and that policy differ, the policy applies.
7.4 Your dispute rights. Nothing in these Terms limits or waives any right you have to dispute a charge with your card issuer or bank. We ask you to contact us first, so that we can correct any error quickly.
8. Service levels, credits and support
8.1 Service levels. Any service level we commit to, such as availability or support response times, is set out in your Order Form. If your Order Form sets no service level, none applies.
8.2 Service credits. If we miss a service level in your Order Form, you receive the service credit the Order Form sets for it, on the terms stated there. Credits are applied to future invoices as the Refund and Cancellation Policy describes. Service credits are your only remedy for a missed service level.
8.3 Support. We provide support by email at support@flowsoftware.ai, on business days, 9 am to 5 pm in the time zone of our business location (section 23).
8.4 Planned maintenance. We may carry out planned maintenance. If we expect it to interrupt the Services, we will tell you at least 48 hours in advance and keep the interruption as short as we reasonably can.
9. Customer Data
9.1 Your data is yours. You own your Customer Data. These Terms give us no ownership of it.
9.2 How we use it. We process Customer Data on your behalf and under your instructions. Your instructions are these Terms, your Order Form and the way you configure and use the Services. We use Customer Data only to provide, maintain, secure and support the Services, to measure your usage for billing, as you otherwise instruct us, and where the law requires it. We may also produce aggregated statistics about how the Services perform, which do not identify you or any individual. We do not sell Customer Data.
9.3 Your responsibilities. You are responsible for the Customer Data you put into the Services and for your instructions. You confirm that you collected it lawfully, that you have the right to share it with us, and that you have given the notices and obtained the consents the law requires for us to process it for you, including for contact data and call recordings.
9.4 Our people. Everyone who works with Customer Data for us is bound by duties of confidentiality.
9.5 Security. We maintain administrative, technical and physical safeguards designed to protect Customer Data against unauthorized access, loss and alteration. If we become aware of unauthorized access to your Customer Data in our systems, we will notify you without undue delay, and give you the information you reasonably need to meet your own obligations.
9.6 Where it is hosted and who helps us. Customer Data is hosted in the United States. We use service providers (subprocessors) to help run the Services: Stripe for payments, our email provider and our hosting, as listed in section 9 of our Privacy Policy. Stripe processes payments for us as our payment processor. We remain responsible for how our subprocessors handle Customer Data, and we notify you by email before we add a subprocessor.
9.7 Help with privacy requests. If a person asks you to act on their privacy rights over Customer Data, we will help you respond, through the functions of the Services or on request, as the law requires. If a person sends such a request to us, we pass it to you where we can identify you.
9.8 Retention and deletion. We keep Customer Data while we provide the Services. When they end, we keep it for the export period in section 18 and then delete it within 60 days after the Services end, unless the law requires us to keep it. Copies in backups are deleted as the backups are replaced, within 35 days.
9.9 Processing terms. This section 9 contains the terms on which we process Customer Data for you.
9.10 Personal information about you. Our Privacy Policy explains how we handle personal information about you, your Users and visitors to our websites, such as business contact and billing details.
10. Confidentiality
10.1 What is confidential. "Confidential Information" means non-public information one of us gives the other in connection with the Services that is marked as confidential or that a reasonable person would understand to be confidential. Your Customer Data is your Confidential Information. The non-public details of the Services are ours. The terms of your Order Forms, including rates, are Confidential Information of both of us.
10.2 How we each protect it. The party receiving Confidential Information will use it only to perform or receive the Services, protect it with at least reasonable care, and share it only with its employees, contractors and professional advisers who need it for that purpose and are bound by confidentiality duties at least as protective as this section.
10.3 What is not confidential. Information is not Confidential Information if it is or becomes public through no fault of the receiving party, was already known to the receiving party without a duty of confidence, is received from someone else who is free to share it, or is developed independently without using the other party's information.
10.4 Disclosure required by law. If the law requires a party to disclose Confidential Information, it may do so. Where the law allows, it will first give the other party prompt notice so that the other party can seek to protect the information, and it will disclose only what is required.
10.5 How long it lasts. These duties last while the agreement is in effect and for 3 years after it ends. For Customer Data and trade secrets, they last as long as the information stays confidential.
11. Acceptable use and your compliance duties
11.1 Acceptable Use Policy. You and your Users must use the Services in line with our Acceptable Use Policy, which forms part of the agreement (section 1.4).
11.2 Calls, recordings and messages. You are responsible for complying with the laws that apply to you in your use of the Services, including telemarketing, do-not-call and anti-spam laws. Where you record calls, you are responsible for giving the notice and obtaining the consent that the laws that apply to you require. A feature of the Services that helps with these duties does not by itself make your use lawful.
11.3 Contact data. You are responsible for having a lawful basis to use every contact list and record you put into the Services.
12. Export controls and sanctions
12.1 Compliance. You must comply with the export control and economic sanctions laws of the United States, and of any other country, that apply to your use of the Services.
12.2 Restricted places and persons. You must not use the Services, or allow them to be accessed or used: (a) in or from any country or region subject to comprehensive US sanctions or embargoes; (b) by or for any person on a US government list of restricted or blocked parties, or any person owned or controlled by one; or (c) for any purpose those laws prohibit.
12.3 Your confirmation. You confirm that neither you nor any of your Users is a person described in section 12.2. We may refuse, suspend or end the Services, without liability, where we believe providing them would break those laws.
13. Intellectual property
13.1 Our property. We and our licensors own the Services, including the software, connectors, dashboards, API, documentation and methods, and all improvements to them. We keep all rights not expressly granted in these Terms.
13.2 Your right to use the Services. While your Order Form is in effect, we grant you a non-exclusive, non-transferable right, without the right to sublicense, for your Users to access and use the Services for your internal business purposes, as described in the Order Form and these Terms.
13.3 Restrictions. You must not, and must not allow anyone to: (a) copy, modify or create derivative works of the Services; (b) reverse engineer, decompile or try to extract the source code of the Services, except to the extent the law allows despite this restriction; (c) resell, rent, sublicense or otherwise make the Services available to anyone other than your Users, unless we agree in writing; (d) use the Services to build a competing product; or (e) remove any proprietary notices.
13.4 Work we build for you. We own the connectors, configurations and tooling we build while providing Professional Services, and you may use them as part of the Services while your Order Form is in effect. Anything your Order Form names as a customer deliverable becomes yours once it is paid for. Your Customer Data stays yours in every case.
13.5 Feedback. If you send us suggestions or feedback, we may use them without any obligation to you.
13.6 Your name and marks. We will not use your name, logo or trademarks publicly, including as a reference or case study, without your prior written permission.
14. Warranties and disclaimers
14.1 Authority. Each of us confirms that it has the authority to enter into the agreement.
14.2 Our commitments. We will provide the Services in a professional and workmanlike manner, and the software Services will perform materially as described in your Order Form. If they do not, tell us within 30 days of becoming aware of the problem, and we will correct the problem or re-perform the work. If we cannot do so within a reasonable time, either of us may end the affected Service, and we will refund any fees you prepaid for the period after it ends. This is your only remedy for a breach of this section 14.2.
14.3 Your commitments. You confirm that you have the rights, notices and consents needed for your Customer Data and your use of the Services, and that you will comply with the laws that apply to that use, including the calling, recording, messaging and privacy laws described in section 11.
14.4 Disclaimer. Except as expressly stated in these Terms or an Order Form, the Services are provided "as is" and "as available". To the extent the law allows, we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Services will be uninterrupted or error-free, or that data received from Third-Party Tools is accurate or complete. The Services do not give legal advice and do not make your calls, recordings or messages lawful.
15. Indemnities
15.1 By you. You will defend us against any claim brought by a third party arising from: (a) your Customer Data; (b) the calls, recordings and messages you or your Users make through the Services; or (c) a breach of the Acceptable Use Policy or of the law by you or your Users. You will pay the damages, fines and reasonable costs finally awarded against us, or agreed in a settlement you approve, for that claim.
15.2 By us. We will defend you against any claim brought by a third party that the Services, as we provide them, infringe that party's intellectual property rights, and pay the damages and reasonable costs finally awarded against you, or agreed in a settlement we approve, for that claim. This does not apply to claims caused by Customer Data, Third-Party Tools, or changes or combinations we did not make. If such a claim is made or seems likely, we may get you the right to keep using the Services, change them so they no longer infringe, or end the affected Service and refund any fees you prepaid for the period after it ends.
15.3 How claims are handled. The party asking for a defense must tell the other party promptly about the claim, let it control the defense and settlement, and give reasonable help at its cost. The defending party may not agree a settlement that admits fault by, or places duties on, the other party without that party's consent.
16. Limitation of liability
16.1 No indirect losses. To the extent the law allows, neither of us is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, arising out of or relating to the agreement, even if told they were possible.
16.2 Limit on total liability. To the extent the law allows, each party's total liability arising out of or relating to the agreement is limited to the fees paid and payable under the Order Form the claim relates to during the 12 months before the event that gave rise to it.
16.3 Exceptions. Sections 16.1 and 16.2 do not apply to your duty to pay fees, to either party's duties under section 15, to breaches of section 10, or to liability the law does not allow to be limited.
17. Term, cancellation, suspension and termination
17.1 Term. These Terms apply from when they bind you until every Order Form has ended and every amount due is paid. Each Order Form runs month to month. There is no minimum term and no cancellation fee.
17.2 How you cancel. You can cancel any Service, or all of them, at any time by email to support@flowsoftware.ai. The email should come from, or copy, a person who can act for your business, and should name your business, the Services you are canceling and, if you have one, your Order Form or invoice number. We confirm your cancellation by email, with the date it takes effect.
17.3 When cancellation takes effect. Your cancellation takes effect at the end of the monthly billing period in which we receive your email, as the Refund and Cancellation Policy describes. From that date we stop the canceled Services and make no further recurring charges for them. We send a final invoice for Metered Usage and Professional Services up to that date, less any credits you hold. Prepaid, unused amounts are credited or refunded under that policy.
17.4 Ending an Order Form for breach. Either of us may end an Order Form by written notice if the other materially breaches the agreement and does not fix the breach within 30 days after receiving written notice describing it. We may end the Services at once, by notice, for a serious breach of the Acceptable Use Policy or of section 12.
17.5 Ending by us for other reasons. We may end an Order Form for any other reason by giving you at least 30 days' written notice. If we end the Services for a reason other than your breach, we refund any fees you paid for the part we did not provide, as the Refund and Cancellation Policy describes.
17.6 Suspension. We may suspend all or part of the Services, or a User's access, if: (a) an amount is overdue as described in section 6.7; (b) we reasonably believe your use breaches the Acceptable Use Policy or the law, or threatens the security or integrity of the Services or of other customers; or (c) the law requires it. We will give you notice before we suspend where we reasonably can, limit the suspension to what is needed, and restore the Services promptly once the reason for it is resolved.
17.7 When an Order Form ends. Your right to use the Services under it ends. You pay all fees for Metered Usage, recurring fees and Professional Services up to the date it ends. Section 18 applies to your Customer Data.
17.8 What continues. Sections 5, 6 and 7 (for amounts still owed), 9 (for as long as we hold Customer Data), 10, 13, 14.4, 15, 16, 17.7, 18, 20, 21 and 22 continue after the agreement ends.
18. Data export on termination
18.1 During the term. You can export your Customer Data while your Order Forms are in effect, on request by email to support@flowsoftware.ai.
18.2 When the Services end. You can ask us by email to support@flowsoftware.ai for a full export of your Customer Data within 30 days after the Services end. We provide it in CSV or JSON format. Exports are free of charge.
18.3 After the export window. We then delete your Customer Data as described in section 9.8.
19. Changes to these Terms
19.1 How we change them. We may update these Terms. We will post the new version on flowsoftware.ai with a new "Last updated" date.
19.2 Notice of material changes. For a material change, we will also email your account contact at least 30 days before it takes effect. If you do not accept the change, you may cancel under section 17 before it takes effect, and the earlier Terms continue to apply to you until your cancellation takes effect.
19.3 What changes do not affect. A change does not apply to invoices already issued or to disputes that arose before it took effect. Apart from a change to your Rate Card or recurring fees under section 5.4, a change to an Order Form needs a written amendment accepted by both of us.
20. Governing law and disputes
20.1 Governing law. The agreement, and any dispute arising out of or relating to it, is governed by the laws of California, United States, and applicable US federal law, without regard to conflict-of-laws rules.
20.2 Talk first. Before starting proceedings, the party with a dispute will describe it to the other in writing, and senior representatives of both will try in good faith to resolve it within 30 days.
20.3 Where disputes are decided. Any dispute not resolved under section 20.2 will be decided only by the state and federal courts located in California, and each of us consents to their jurisdiction.
20.4 Urgent relief. Either of us may ask a court for an injunction or other urgent relief to protect its Confidential Information or intellectual property, or to stop a breach of the Acceptable Use Policy, without first following section 20.2.
21. Notices
21.1 To us. Send notices to support@flowsoftware.ai. Notices of breach, termination or a legal claim go to the same address, with "Legal notice" in the subject line.
21.2 To you. We send notices by email to the account or billing contact in your Order Form, or to the contact you later give us.
21.3 When notices take effect. An email notice takes effect on the next business day after it is sent, unless the sender receives a message that it was not delivered.
22. General terms
22.1 Transfer. Neither of us may transfer the agreement without the other's written consent, except that either of us may transfer it, by notice to the other, to a successor in a merger, acquisition or sale of all or most of its business or assets.
22.2 Subcontractors. We may use subcontractors to perform the Services. We remain responsible for their work.
22.3 Events beyond control. Neither of us is liable for a delay or failure caused by events beyond its reasonable control, such as a failure of public networks or power, natural disasters or government action. This does not excuse paying amounts due.
22.4 Relationship. We are independent contractors. The agreement does not create a partnership, joint venture, employment or agency relationship.
22.5 No third-party beneficiaries. Only you and we have rights under the agreement.
22.6 Entire agreement. The agreement is the entire agreement between us about the Services and replaces any earlier agreement about them. Terms in your purchase orders or other documents do not apply, even if we accept or sign them.
22.7 Severability and waiver. If a court finds part of the agreement unenforceable, the rest stays in effect. Not enforcing a right is not a waiver of it.
22.8 Electronic acceptance. Signing or accepting an Order Form or these Terms electronically is as valid as signing on paper.
22.9 Reading these Terms. Headings are for convenience only. "Including" means "including without limitation".
23. Contact
FlowSoftware LLC
California, United States
support@flowsoftware.ai