Legal

FLOWTRICS TERMS OF USE

Version 1.4  Effective Date: [Jan, 2025]

BY CLICKING “I ACCEPT” OR EXECUTING AN ORDER FORM THAT INCORPORATES THESE TERMS, YOU AGREE TO THIS AGREEMENT.

If you are acting on behalf of an entity, you confirm you have authority to bind that entity; “Customer,” “you,” and “your” refer to that entity. If you lack authority or do not agree, do not access or use the Service.

Welcome to Flowtrics

Flowtrics provides a cloud‑based platform for document workflow automation, AI‑assisted data extraction, e‑signature, and integration (“Service”), accessible through a browser interface, APIs, and related offline components. Your registration for—or continued use of—the Service constitutes acceptance of this Agreement, including Flowtrics’ Privacy Policy, HIPAA Security Overview, BAA, DPA, and Support Policy, each incorporated by reference and available at https://flowtrics.com/legal.

 

1. Privacy & Security; Disclosures

Flowtrics’ policies are posted at https://flowtrics.com/legal. Flowtrics may reasonably update those policies; material changes become effective 30 days after posting. Because Flowtrics is a hosted application, occasional system‑wide notices (e.g., security bulletins) may be sent to all users, even those who opt out of marketing emails. By becoming a paying customer, you authorize Flowtrics to list your name and edition as a customer.

2. License Grant & Restrictions

2.1 Grant. Flowtrics grants Customer a worldwide, non‑exclusive, non‑transferable right to access and use the Service during the Subscription Term for Customer’s internal business purposes.

2.2 Restrictions. Customer shall not:

  • (a) sublicense, resell, or commercially exploit the Service or Content;

  • (b) modify, copy, or create derivative works;

  • (c) reverse engineer or access the Service to build a competing product;

  • (d) exceed usage limits in an Order Form or API Guidelines;

  • (e) share user licenses among multiple individuals (licenses are “named‑user” but may be reassigned when personnel change).

2.3 Acceptable Use. Customer will not: (i) send unlawful or infringing material; (ii) store malware; (iii) disrupt Service integrity or performance; or (iv) attempt unauthorized access to systems or networks.

2.4 Competitive Access. Direct competitors may not access the Service for benchmarking or competitive analysis without Flowtrics’ prior written consent.

3. Customer Responsibilities

Customer is responsible for:

  • all activity under its accounts;

  • compliance with laws and regulations (including HIPAA, GDPR, CCPA);

  • promptly notifying Flowtrics of security incidents or unauthorized use;

  • providing accurate registration, billing, and contact information;

  • ensuring End Users do not misrepresent identity or misuse the Service.

4. Account Information & Data

4.1 Ownership. Customer retains all right, title, and interest in data uploaded to the Service (“Customer Data”). Flowtrics obtains no ownership but may process Customer Data to operate, secure, and improve the Service, and as otherwise permitted in a BAA or DPA.

4.2 Data Export & Deletion. Upon written request within 30 days after termination (other than for Customer breach), Flowtrics will make Customer Data available for download in a standard format. After 30 days Flowtrics may delete Customer Data.

4.3 Suspension for Breach. Flowtrics may withhold or discard Customer Data if Customer is in material breach (e.g., non‑payment). Access ceases immediately upon termination for cause.

5. Intellectual Property

Flowtrics and its licensors own all rights in the Service, Flowtrics Technology, and associated trademarks. This Agreement does not convey ownership. Customer grants Flowtrics a perpetual, royalty‑free license to use suggestions or feedback to improve the Service.

6. Third‑Party Interactions & Integrations

Flowtrics may display or link to third‑party products or services (e.g., e‑signature providers, EHR APIs, Google Drive). Any exchange is solely between Customer and the third party. If a third‑party API essential to a feature (e.g., PointClickCare API) becomes unavailable on reasonable terms, Flowtrics may discontinue that feature without refund.

7. Fees, Billing & Payment

7.1 Fees. Fees are stated in each Order Form and are non‑cancelable and non‑refundable except as expressly provided.

7.2 Invoicing. Unless otherwise agreed, fees are invoiced annually in advance and due net 30 days. Customer must provide valid payment information. Added user licenses are coterminous with the then‑current Subscription Term and billed at Flowtrics’ prevailing rates.

7.3 Late Payments. Overdue amounts accrue interest at 1.5 % per month or the maximum lawful rate, plus collection costs.

7.4 Taxes. Fees exclude taxes. Customer is responsible for all taxes except those based on Flowtrics’ net income.

8. Storage & Usage Limits

Each paid license includes 10 GB of document storage. Excess storage is billed monthly at then‑current rates. Flowtrics will endeavor to notify Customer at 90 % utilization but failure to do so does not waive overage fees.

9. Renewal & Fee Changes

Subscriptions auto‑renew for successive terms equal to the initial term unless either party provides at least 30 days’ notice of non‑renewal. Flowtrics may increase fees upon renewal with 30 days’ prior notice.

10. Non‑Payment & Suspension

Flowtrics may suspend the Service for accounts 30 days past due. Customer remains liable for fees during suspension. Reinstatement may require a reconnection fee. Flowtrics may delete Customer Data if an account remains delinquent for 60 days.

11. Term & Termination

11.1 Term. This Agreement begins on the Effective Date and continues until all Order Forms expire or are terminated.

11.2 Termination for Cause. Either party may terminate this Agreement or an Order Form for uncured material breach after 30 days’ written notice.

11.3 Effect. Upon termination, Customer must cease using the Service, and Flowtrics will disable access. Sections relating to fees, confidentiality, IP, indemnity, limitations, and data export survive.

12. Representations & Warranties

Each party warrants it has authority to enter this Agreement. Flowtrics warrants the Service will operate materially as described in Documentation. Customer warrants billing and identity information is accurate.

13. Mutual Indemnification

13.1 Customer. Customer will defend and indemnify Flowtrics from third‑party claims arising from (a) Customer Data; (b) Customer’s breach of this Agreement; or (c) Customer’s violation of law.

13.2 Flowtrics. Flowtrics will defend and indemnify Customer against claims that the Service infringes U.S. intellectual‑property rights, except to the extent the claim arises from unauthorized modifications or combinations.

Indemnification is conditioned on prompt notice, sole control of defense, and reasonable cooperation.

14. Disclaimers

EXCEPT AS EXPRESSLY STATED, THE SERVICE AND CONTENT ARE PROVIDED “AS IS.” FLOWTRICS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. FLOWTRICS DOES NOT WARRANT UNINTERRUPTED OR ERROR‑FREE OPERATION OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS.

15. Internet Delays

The Service may be subject to Internet limitations. Flowtrics is not responsible for delays or failures caused by Internet problems.

16. Limitation of Liability

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL LIABILITY IS LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM. NEITHER PARTY IS LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR DATA.
Excluded Claims are (a) gross negligence or willful misconduct; (b) IP indemnity obligations; (c) breach of confidentiality; and (d) Customer’s payment obligations.

17. Export Compliance

Customer represents it is not on any U.S. or EU restricted‑party list and will not export or re‑export the Service or technical data in violation of applicable export laws.

18. Notice

Notices to Flowtrics must be sent to legal@flowtrics.com and by certified mail to Flowtrics, Inc., 600 B St., Suite 300, San Diego, CA 92101, USA, Attn: Legal. Notices to Customer will be sent to the email and postal address on record and are deemed delivered (i) 48 hours after mailing or (ii) 12 hours after email transmission.

19. Modifications

Flowtrics may update this Agreement by posting a revised version. Material changes become effective at the next renewal or 30 days after posting, whichever is later. Continued use after the effective date constitutes acceptance.

20. Assignment; Change in Control

Customer may not assign this Agreement without Flowtrics’ written consent, except to an Affiliate or in connection with a merger or sale of substantially all assets, provided the assignee is not a Flowtrics competitor and assumes all obligations. Any prohibited assignment is void.

21. General

This Agreement, Order Forms, and referenced documents constitute the entire agreement and supersede prior agreements. The parties are independent contractors. If any provision is unenforceable, the remainder remains in effect. Failure to enforce any right is not a waiver.

Governing Law & Venue: California law (excluding conflict rules) governs; exclusive jurisdiction resides in state or federal courts in San Diego County, California, USA.

22. SMS Terms and Conditions 

SMS Terms And Conditions
SMS For Consent Communication
The information (Phone Numbers) obtained as part of the SMS consent process will not be shared with third parties for marketing purposes.
Types of SMS Communications
Upon consenting to receive text messages from Flowtrics, you may receive communications related to updates and support. Please note that standard messaging disclosures apply.
Message Frequency
Our SMS message frequency is estimated to be low volume text messages daily across all users.
Potential Fees for SMS Messaging
Carriers may charge fees for each message sent or received. These fees can vary based on the carrier’s pricing structure and whether the message is sent domestically or internationally.
Opt-In Method
Customers may opt-in for SMS messaging from Flowtrics verbally during a call initiated through our website https://flowtrics.com/contact-us/. During the call, customers will be asked: “Do you agree to receive texts from Flowtrics? Message frequency varies. Message and data rates may apply. Text HELP for help, text STOP to opt-out. See our privacy policy at https://flowtrics.com/privacy-policy/.” This consent agreement will not be shared with third parties and affiliates for marketing purposes. No SMS communication will be initiated without customer consent.
Opt-out
Customers can opt-out of SMS messaging from [Company Name] by replying STOP at any time to any received SMS message. Once opted-out, they will receive no further SMS communication. Customers can opt back in at any time by replying START.
Standard Messaging Disclosures

23. Definitions

  • Agreement – These Terms of Use, Order Forms, and incorporated policies.

  • API – Application programming interface published by Flowtrics.

  • Confidential Information – Non‑public information disclosed under confidentiality.

  • Content – Audio/visual information, documents, software, and materials provided by Flowtrics.

  • Customer Data – Data submitted by Customer to the Service.

  • Documentation – User guides and technical materials published by Flowtrics.

  • Effective Date – The earlier of (a) Customer’s first use of the Service, or (b) acceptance of an Order Form incorporating this Agreement.

  • Flowtrics Technology – Proprietary technology used to deliver the Service.

  • Order Form – A document (online or paper) specifying subscriptions, fees, and term.

  • Subscription Term – The initial and any renewal periods for the Service.

  • User – An individual authorized by Customer to use the Service and assigned unique credentials.

QUESTIONS?

Email legal@flowtrics.com or visit https://flowtrics.com/legal.