Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you and FlockSoft, Inc. ("FlockSoft," "we," "our," or "us") governing your access to and use of the FlockSoft platform, including our websites, SaaS products, APIs, developer tools, and AI implementation 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, and the term "you" refers to both you individually and that organization.

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

To access certain features of our Services, you must register for an account. You agree to: (a) provide accurate and complete registration information; (b) maintain the security of your account credentials; (c) notify us promptly of any unauthorized use of your account; and (d) accept responsibility for all activities that occur under your account.

You may not use another person's account without permission. FlockSoft reserves the right to suspend or terminate accounts that are used in violation of these Terms.

You are responsible for maintaining the confidentiality of your API keys and access tokens. You must not share credentials with third parties or embed them in publicly accessible code.

Subject to these Terms and payment of applicable fees, FlockSoft grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the subscription term.

You agree not to: (a) reverse engineer, decompile, or disassemble any part of the Services; (b) use the Services to build a competing product or service; (c) sublicense, resell, or transfer your rights without our written consent; (d) use the Services in violation of applicable laws; (e) transmit malware, viruses, or other malicious code; (f) interfere with the operation of the Services or other users' use; (g) attempt to gain unauthorized access to any part of the Services or related systems.

Acceptable use policies apply to all agent configurations and task executions. Agents may not be configured to engage in illegal activities, generate harmful content, impersonate others, or violate the rights of third parties.

Access to certain features of the Services requires payment of fees as described in your order form or subscription agreement. All fees are stated in U.S. dollars and are exclusive of applicable taxes unless otherwise indicated.

Subscription fees are billed in advance on a monthly or annual basis, as selected at the time of purchase. Usage-based fees are billed in arrears based on actual consumption measured during the billing period.

Payment is due upon invoice. If payment is not received within 30 days of the invoice date, we may suspend access to the Services. All fees are non-refundable except as expressly stated in your order or as required by applicable law.

We reserve the right to modify our pricing upon 30 days' written notice. Continued use of the Services after a price change constitutes acceptance of the new pricing.

As between you and FlockSoft, FlockSoft owns all right, title, and interest in and to the Services, including all underlying software, algorithms, models, documentation, and related intellectual property.

You retain ownership of all data you submit to the Services ("Customer Data"). You grant FlockSoft a limited, non-exclusive license to process Customer Data solely to provide the Services to you. We do not use Customer Data to train our models without your explicit written consent.

If you submit feedback, suggestions, or ideas about the Services, you grant FlockSoft a royalty-free, perpetual, irrevocable license to use that feedback without restriction.

Each party may receive confidential information from the other party in connection with the Services. "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 given the nature of the information and the circumstances of disclosure.

Each party agrees to: (a) hold the other's Confidential Information in strict confidence; (b) not disclose it to third parties without prior written consent; and (c) use it only for the purposes of these Terms. These obligations do not apply to information that is publicly available, independently developed, or lawfully received from a third party without restriction.

FlockSoft will implement and maintain commercially reasonable security measures to protect Customer Data. Our security practices are described in detail at flocksoft.com/security.

Both parties will comply with applicable data protection laws in connection with the Services. Our Privacy Policy is incorporated into these Terms by reference. Where required by law, we will execute a data processing agreement as an addendum to these Terms.

FlockSoft commits to a monthly uptime target of 99.97% for core platform services, excluding planned maintenance, force majeure events, and issues caused by third-party services beyond our reasonable control.

If we fail to meet the uptime commitment in any given calendar month, you may request a service credit of 10% of monthly fees for each percentage point below the target, up to a maximum of 30% of monthly fees for that month. Service credits are your sole remedy for downtime unless otherwise agreed in a separate enterprise agreement.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. FLOCKSOFT DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

FlockSoft does not warrant that the Services will be uninterrupted, error-free, or completely secure. AI-generated outputs may contain errors or inaccuracies. You are responsible for reviewing and validating all outputs generated by our Services before relying on them.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FLOCKSOFT WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF FLOCKSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FLOCKSOFT'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO FLOCKSOFT IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) $100 USD.

You agree to indemnify, defend, and hold harmless FlockSoft and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of applicable law; or (d) your infringement of any third-party rights.

Either party may terminate these Terms at any time with 30 days' written notice. We may terminate or suspend your access immediately if you materially breach these Terms and fail to cure the breach within 10 days of notice.

Upon termination, your right to access the Services ceases immediately. We will make your Customer Data available for export for 30 days following termination, after which we will delete it in accordance with our data retention policies.

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes arising from these Terms will be resolved by binding arbitration under the rules of JAMS, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

Class action waiver: You agree that any dispute resolution will take place on an individual basis and not as part of a class action, class arbitration, or other representative proceeding.

We may update these Terms from time to time. Material changes will be communicated via email or prominent notice on our website at least 30 days before taking effect. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Terms.

For questions about these Terms, please contact us at legal@flocksoft.com.