Legal

Terms of Service

Last updated: February 19, 2026

Please read these Terms of Service carefully before using our services. By accessing or using our services, you agree to be bound by these terms.

Acceptance of Terms

By creating an account, clicking "I agree" (or a similar assent button), or otherwise completing a click-through acceptance flow, you agree to be bound by these Terms of Service.

You may not use the Services unless you accept these Terms. If you do not agree, do not access or use the Services.

You acknowledge and agree that electronic acceptance has the same force and effect as a handwritten signature. We may maintain records of your acceptance, including the date and time of acceptance, the applicable Terms version, and related account metadata, for legal and compliance purposes.

General Terms

Assignment

You may not assign or transfer these Terms, in whole or in part, without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. Any waiver must be in writing and signed by the party granting the waiver.

Entire Agreement

These Terms, together with any documents expressly incorporated by reference (including our Privacy Policy and any applicable Order Form), constitute the entire agreement between you and us regarding the Services and supersede all prior or contemporaneous agreements, understandings, and communications on that subject.

Survival

Any provisions that by their nature should survive termination or expiration of these Terms will survive, including without limitation provisions related to payment obligations, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law.

Order of Precedence

If there is a conflict between these Terms and an executed Order Form (or other signed commercial agreement between the parties), the signed Order Form or agreement will control to the extent of the conflict, unless it expressly states otherwise.

If MOR_Name acts as merchant of record for your purchase, MOR_Name terms control for payment transaction matters (including checkout, invoicing, tax collection/remittance, payment processing, and chargeback handling) to the extent of any conflict with these Terms.

Use of Services

Account Registration

To access certain features of our services, you may be required to create an account. You agree to:

  • Provide accurate and complete information
  • Maintain the security of your account credentials
  • Promptly update any changes to your information
  • Accept responsibility for all activities under your account

Acceptable Use

You agree not to:

  • Use our services for any unlawful purpose
  • Violate any applicable laws or regulations
  • Infringe on the rights of others
  • Transmit any harmful, threatening, or offensive content
  • Attempt to gain unauthorized access to our systems
  • Interfere with the proper functioning of our services
  • Use automated systems to access our services without permission

Eligibility and Authority

You may use the Services only if you are at least 18 years old and legally able to enter into a binding contract.

If you create, access, or use an account on behalf of a company, organization, or other legal entity, you represent and warrant that:

  • You have full authority to bind that entity to these Terms;
  • You agree to these Terms on behalf of that entity; and
  • References to "you" and "your" in these Terms include both you and that entity.

If you do not meet these requirements, you must not access or use the Services.

Service Scope; No Professional Advice

The Services provide workflow/process simulation and decision-support tools. Any metrics, forecasts, estimates, recommendations, or other outputs are informational only and are based on model assumptions and input data provided by you or your users.

The Services are not intended to provide, and do not constitute, legal, medical, financial, accounting, engineering, or other professional advice. You are solely responsible for evaluating outputs and for all business, operational, compliance, and customer-impact decisions made using the Services.

We do not guarantee that outputs will be accurate, complete, error-free, suitable for a particular purpose, or that any projected or expected result will be achieved in practice.

Intellectual Property

Our Content

All content, features, and functionality of our services are owned by us or our licensors and are protected by copyright, trademark, and other intellectual property laws.

Your Content

You retain ownership of any content you submit to our services. By submitting content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and distribute your content in connection with our services.

Merchant of Record (MOR_Name)

When MOR_Name is used as merchant of record for a purchase, your subscription transaction (including checkout and payment) is made with MOR_Name, not directly with us.

In that case:

  • MOR_Name is responsible for processing payments, issuing invoices/receipts, and handling transaction-level tax collection and remittance as required by applicable law.
  • Transaction-level matters such as payment method authorization, billing descriptors, and chargeback/dispute processing are governed by MOR_Name terms.
  • We remain responsible for providing and operating the Services, account access, product functionality, and support under these Terms.

Payment Terms

Fees and Billing

Certain features of the Services require payment. You agree to pay all fees specified at checkout, in an Order Form, or otherwise agreed in writing. Unless otherwise stated, fees are quoted and payable in the currency identified at purchase.

If MOR_Name acts as merchant of record, you authorize MOR_Name (and its payment service providers) to charge your selected payment method for all applicable amounts, including recurring subscription fees, add-ons, and applicable taxes, in accordance with MOR_Name terms.

Taxes

Fees are exclusive of taxes, duties, levies, or similar governmental charges (including sales, use, VAT, GST, or withholding taxes), except taxes based on our net income. You are responsible for taxes associated with your purchase and use of the Services, except to the extent MOR_Name is required to collect and remit applicable transaction taxes as merchant of record.

Subscription Renewal and Cancellation

If your plan is subscription-based, it renews automatically for successive terms equal to the initial term unless canceled before the renewal date.

You may cancel at any time through your account settings or by contacting us, but cancellation takes effect at the end of the then-current billing period unless otherwise required by applicable law. You will continue to have access to paid features through the end of that billing period.

Late Payments and Suspension

If a payment is unsuccessful, overdue, or disputed in bad faith, MOR_Name may retry payment and apply any late fees or processing costs permitted by law under its terms. We may suspend access to paid features until outstanding amounts are paid.

We may also downgrade, limit, or terminate access for non-payment after providing notice where required by applicable law.

Refunds

Except as required by applicable law or expressly stated in writing, fees are non-refundable, including for partial billing periods, unused subscriptions, downgrades, or early termination.

If MOR_Name acts as merchant of record, refund execution, tax adjustments, and payment reversals are processed through MOR_Name in accordance with its terms and policies.

If we materially reduce core paid functionality during an active prepaid term and do not provide a commercially reasonable substitute, you may contact us to request a prorated refund for the affected unused period. Any approved refund will be processed through MOR_Name where applicable.

Termination

We may suspend or terminate your access to the Services immediately, with or without notice, if you breach these Terms, fail to pay applicable fees, or if we reasonably believe your use poses a security, legal, or operational risk.

You may stop using the Services at any time. Subscription cancellations are handled as described in the Payment Terms.

Upon termination or expiration:

  • Your right to access and use the Services will cease, except as described below.
  • For thirty (30) days after termination or expiration (the "Export Period"), we will provide limited access to your account data solely for retrieval/export, provided your account is in good standing and all outstanding fees are paid.
  • After the Export Period, we may delete or irreversibly anonymize your account data from active systems in the ordinary course of business.
  • Backup copies may persist for a limited period before deletion under our standard retention and disaster-recovery processes.
  • We may retain data as required by law, regulation, court order, or legitimate legal/compliance obligations.

It is your responsibility to export your data during the Export Period. We are not liable for data loss after the Export Period ends.

Any provisions that by their nature should survive termination (including payment obligations, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law) will survive.

Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.

WE MAKE NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY OUTPUTS, ANALYSES, FORECASTS, METRICS, OR RECOMMENDATIONS GENERATED BY THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND DETERMINING WHETHER TO RELY ON ANY SUCH OUTPUTS IN YOUR BUSINESS OR OPERATIONAL DECISIONS.

Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or data, arising out of or related to the Services or these Terms, whether in contract, tort, strict liability, or otherwise, even if advised of the possibility of such damages.

Except for the carve-outs below, each party’s total aggregate liability arising out of or related to the Services or these Terms will not exceed the total fees paid by Customer to us for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.

The exclusions and cap above do not apply to liability arising from:

  • A party’s fraud or fraudulent misrepresentation;
  • A party’s willful misconduct; or
  • Any liability that cannot be limited or excluded under applicable law.

Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, epidemics or pandemics, governmental actions, utility failures, internet or telecommunications outages, or failures of third-party hosting/infrastructure providers.

The affected party will use reasonable efforts to mitigate the impact of the event and resume performance as soon as reasonably practicable.

Indemnification

You will defend, indemnify, and hold harmless us and our affiliates, officers, directors, employees, and agents from and against any third-party claims, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • Your content, data, or materials submitted to or processed through the Services;
  • Your use of the Services in violation of these Terms;
  • Your unlawful, fraudulent, or negligent use of the Services; or
  • Your violation of any applicable law, regulation, or third-party right (including intellectual property, privacy, publicity, or other proprietary rights).

We will: (a) promptly notify you of any claim (provided that delay will not relieve your obligations except to the extent materially prejudiced), (b) grant you sole control of the defense and settlement of the claim, and (c) provide reasonable cooperation at your expense.

You may not settle any claim in a manner that admits fault by us, imposes non-monetary obligations on us, or fails to unconditionally release us, unless we provide prior written consent. We may participate in the defense with counsel of our choosing at our own expense.

Dispute Resolution; Arbitration; Class Action Waiver

Please read this section carefully. It affects your rights, including your right to sue in court and to participate in a class action.

Informal Resolution First

Before starting arbitration, either party will provide written notice of the dispute and a brief description of the claim. The parties will attempt to resolve the dispute informally for at least thirty (30) days after notice.

Agreement to Arbitrate

Except for the excluded claims below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration on an individual basis.

  • If you are a business customer, arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
  • If you are an individual consumer and consumer arbitration rules are required by applicable law, arbitration will be administered under the applicable AAA consumer rules.

Arbitration may be conducted remotely (video/phone) unless the arbitrator requires otherwise. The arbitration will be conducted in English unless the parties agree otherwise.

Excluded Claims

Either party may bring:

  • Individual claims in small claims court (if eligible);
  • Claims for temporary or preliminary injunctive relief related to intellectual property, confidentiality, or security misuse; and
  • Claims that cannot be arbitrated under applicable law.

Class Action and Jury Trial Waiver

To the fullest extent permitted by law, each party waives the right to a jury trial and agrees that claims will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, representative, or private attorney general proceeding.

The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim.

Opt-Out Right

You may opt out of this arbitration agreement by sending written notice within thirty (30) days of first accepting these Terms. Your notice must include your name, account email, and a clear statement that you opt out of arbitration. Send notice to: legal@flowquantive.com.

If you opt out, the Governing Law and forum provisions in these Terms will apply to disputes.

International Users

If you are located outside the United States, nothing in this section limits any non-waivable consumer rights or mandatory protections under the laws of your country of residence. To the extent permitted by applicable law, arbitration awards may be enforced in any court of competent jurisdiction.

Governing Law

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the Services are governed by the laws of the United States and, to the extent state law applies, the laws of the U.S. state in which the contracting FlowQuantive entity maintains its principal place of business at the time the claim is filed, without regard to conflict-of-laws principles.

Subject to the Dispute Resolution; Arbitration; Class Action Waiver section, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that same state and waive objections based on personal jurisdiction, venue, or forum non conveniens.

Nothing in these Terms limits any non-waivable rights under applicable law.

Arbitration Location

Unless otherwise required by applicable law, the seat and place of arbitration will be in the U.S. state where the contracting FlowQuantive entity maintains its principal place of business at the time the arbitration is initiated. Hearings may be conducted remotely when permitted by the applicable arbitration rules or ordered by the arbitrator.

Contracting FlowQuantive Entity

"Contracting FlowQuantive entity" means the FlowQuantive legal entity that provides the Services to your account under these Terms.

If an Order Form or similar commercial document identifies a specific FlowQuantive service provider entity, that entity is the contracting FlowQuantive entity. If no document identifies a specific entity, the contracting FlowQuantive entity will be the FlowQuantive affiliate that provides the Services and maintains the principal place of business responsible for your account.

For clarity, if MOR_Name acts as merchant of record, MOR_Name is the contracting seller for the payment transaction, while the contracting FlowQuantive entity remains the service provider for use of the Services under these Terms.

We may designate a different contracting FlowQuantive entity for future renewals or new purchases by providing notice through the Services, in your account, or by email. Any such change will not retroactively affect disputes arising before the effective date of the change unless required by applicable law.

Changes to Terms

We reserve the right to modify these Terms of Service at any time. We will notify you of any material changes by posting the new terms on our website. Your continued use of our services after such changes constitutes acceptance of the new terms.

Contact Us

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

Email: legal@flowquantive.com