Terms of Service

1. Definitions

The following definitions apply throughout these Terms:

• "Agreement" means these Terms of Service, including all schedules, exhibits, and policies incorporated by reference.
• "Authorized Users" means individuals authorized by Customer to access and use the Services under Customer's account.
• "Customer" or "You" means the individual or entity that has agreed to these Terms.
• "Customer Data" means all data, information, and content uploaded, submitted, or otherwise provided by Customer or Authorized Users through the Services.
• "Documentation" means the user guides, help articles, and other technical documentation provided by FormaFlow.
• "Effective Date" means December 12, 2024 or the date you first access the Services, whichever is later.
• "FormaFlow," "we," "us," or "our" means FormaFlow, Inc.
• "Services" means the FormaFlow cloud-based workflow automation platform, including all features, functionality, and related services.
• "Subscription Term" means the period during which Customer has paid for access to the Services.

2. Acceptance of Terms

2.1 Agreement to Terms

By creating an account, accessing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2.2 Additional Policies

These Terms incorporate by reference:

• Privacy Policy
• Acceptable Use Policy
• Service Level Agreement (for applicable subscription tiers)
• Data Processing Agreement (where applicable)

2.3 Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Services after such modifications constitutes acceptance of the updated Terms.

3. Description of Services

3.1 Platform Overview

FormaFlow provides a cloud-based workflow automation platform that enables organizations to digitize forms, automate data capture, manage approvals, and streamline operational processes. The Services include:

• Digital form creation and management
• AI-powered data extraction (OCR)
• Workflow automation and approval routing
• Document storage and management
• Reporting and analytics
• Mobile applications
• API access (for applicable subscription tiers)

3.2 Service Availability

We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned maintenance and circumstances beyond our reasonable control.

3.3 Modifications to Services

We may modify, update, or discontinue any aspect of the Services at any time. For material changes that negatively impact functionality, we will provide reasonable notice to affected customers.

4. Account Registration

4.1 Account Creation

To access the Services, you must create an account by providing accurate, complete, and current information. You agree to update your account information as necessary to maintain accuracy.

4.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Promptly notifying us of any unauthorized access or security breach
• Ensuring Authorized Users comply with these Terms

4.3 Account Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding agreements to use the Services. The Services are not intended for use by individuals under 16 years of age.

5. Subscription and Fees

5.1 Subscription Plans

Access to the Services requires a paid subscription. Available plans and pricing are described on our Pricing page. Features and functionality may vary by subscription tier.

5.2 Payment Terms

• Billing Cycle: Subscriptions are billed monthly or annually in advance, as selected at purchase.
• Payment Method: You authorize us to charge your designated payment method for all applicable fees.
• Currency: All fees are stated and payable in U.S. dollars unless otherwise specified.
• Taxes: Fees are exclusive of taxes. You are responsible for all applicable taxes.

5.3 Price Changes

We may change our fees upon 30 days' notice. Fee changes will apply to the next billing cycle following the notice period.

5.4 Refund Policy

Subscription fees are non-refundable except as expressly stated herein or required by applicable law. If you cancel during a free trial period, you will not be charged.

5.5 Late Payments

Overdue amounts may accrue interest at 1.5% per month or the maximum rate permitted by law. We may suspend access to the Services for accounts with overdue balances.

6. Use Rights and Restrictions

6.1 License Grant

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

6.2 Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Services in violation of any applicable law or regulation
• Infringe upon the rights of others, including intellectual property rights
• Transmit any malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to the Services or related systems
• Interfere with or disrupt the integrity or performance of the Services
• Use the Services to send spam or unsolicited communications
• Resell, sublicense, or redistribute the Services without authorization
• Reverse engineer, decompile, or disassemble the Services
• Remove or alter any proprietary notices or labels
• Use the Services to develop a competing product or service

6.3 Usage Limits

Your subscription may include usage limits (e.g., number of users, storage capacity, API calls). If you exceed these limits, additional fees may apply.

7. User Content and Data

7.1 Ownership of Customer Data

You retain all rights, title, and interest in and to Customer Data. FormaFlow does not claim ownership of any Customer Data.

7.2 License to Use Customer Data

You grant FormaFlow a limited license to use, process, store, and transmit Customer Data solely to provide the Services and as described in our Privacy Policy.

7.3 Data Responsibility

You are solely responsible for:

• The accuracy, quality, and legality of Customer Data
• Obtaining necessary rights and consents to use and process Customer Data
• Ensuring Customer Data does not violate third-party rights
• Maintaining appropriate backups of Customer Data

7.4 Data Security

We implement industry-standard security measures to protect Customer Data. Details are available in our Security Documentation and Privacy Policy.

7.5 Data Export and Deletion

Upon termination, you may request export of Customer Data within 30 days. We will delete Customer Data within 90 days of termination unless retention is required by law.

8. Intellectual Property

8.1 FormaFlow IP

The Services, including all software, technology, designs, trademarks, and content provided by FormaFlow, are owned by FormaFlow or its licensors. All rights not expressly granted are reserved.

8.2 Feedback

If you provide suggestions, ideas, or feedback about the Services ("Feedback"), you grant FormaFlow a perpetual, irrevocable, royalty-free license to use and incorporate such Feedback without attribution or compensation.

8.3 Aggregate Data

We may collect and use aggregated, anonymized data derived from your use of the Services for analytics, benchmarking, and service improvement purposes.

9. Confidentiality

9.1 Confidential Information

"Confidential Information" means any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.

9.2 Protection Obligations

Each party agrees to:

• Protect the other party's Confidential Information using reasonable care
• Not disclose Confidential Information except as permitted by these Terms
• Use Confidential Information only for purposes of these Terms

9.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is publicly available; (b) was known to the recipient before disclosure; (c) is independently developed; or (d) is disclosed pursuant to legal requirement.

11. Warranties and Disclaimers

11.1 FormaFlow Warranties

FormaFlow warrants that:

• The Services will perform substantially in accordance with the Documentation
• We will provide the Services in a professional and workmanlike manner
• We have the right to provide the Services

11.2 Disclaimer of Warranties

11.3 Customer Warranties

You represent and warrant that: (a) you have the authority to enter into these Terms; (b) your use of the Services will comply with all applicable laws; and (c) Customer Data does not infringe any third-party rights.

12. Limitation of Liability

12.1 Exclusion of Damages

12.2 Cap on Liability

12.3 Exceptions

The limitations in this section do not apply to: (a) breaches of confidentiality obligations; (b) indemnification obligations; (c) willful misconduct or gross negligence; or (d) liability that cannot be limited by law.

13. Indemnification

13.1 Customer Indemnification

You agree to indemnify, defend, and hold harmless FormaFlow and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services in violation of these Terms
• Customer Data or your products and services
• Your violation of applicable laws
• Your infringement of third-party rights

13.2 FormaFlow Indemnification

FormaFlow will defend Customer against claims that the Services infringe a third party's intellectual property rights and will indemnify Customer for damages finally awarded, provided Customer promptly notifies FormaFlow, grants FormaFlow sole control of the defense, and cooperates as reasonably requested.

14. Termination

14.1 Termination for Convenience

Either party may terminate these Terms at the end of the current Subscription Term by providing notice at least 30 days before the renewal date.

14.2 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within 30 days of notice
• Becomes insolvent, files for bankruptcy, or ceases operations

14.3 Effects of Termination

Upon termination:

• All rights granted to you will immediately cease
• You must cease all use of the Services
• Outstanding fees become immediately due
• Provisions that by their nature should survive will survive termination

14.4 Data Retrieval

You may request export of Customer Data within 30 days following termination. After this period, we may delete Customer Data.

15. Dispute Resolution

15.1 Informal Resolution

Before filing any formal dispute, you agree to contact us at legal@formaflow.io to attempt to resolve the dispute informally. We will attempt to resolve the dispute within 30 days.

15.2 Arbitration

Any dispute not resolved informally shall be resolved by binding arbitration administered by JAMS under its Commercial Arbitration Rules. The arbitration shall take place in the United States, and the arbitrator's decision shall be final and binding.

15.3 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.

15.4 Exceptions

Either party may seek injunctive relief in any court of competent jurisdiction for intellectual property infringement or unauthorized access to the Services.

16. General Provisions

16.1 Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of laws principles.

16.2 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

16.3 Entire Agreement

These Terms, together with all incorporated policies, constitute the entire agreement between you and FormaFlow and supersede all prior agreements.

16.4 Severability

If any provision is found unenforceable, the remaining provisions will continue in full force and effect.

16.5 Waiver

Failure to enforce any provision does not constitute a waiver of our rights.

16.6 Force Majeure

Neither party shall be liable for delays caused by events beyond reasonable control, including natural disasters, acts of government, or internet disruptions.

16.7 Notices

Notices to FormaFlow must be sent to legal@formaflow.io. Notices to you will be sent to the email address associated with your account.

16.8 Export Compliance

You agree to comply with all applicable export laws and regulations.

Contact Information