ContextFlo Cloud Service Agreement

1.1 Access and Use. During your subscription period and subject to these CSA terms, you may access and use the ContextFlo cloud service and related software/documentation for your internal business purposes. Each affiliate that executes its own order form forms a separate agreement with ContextFlo; neither the parent entity nor another affiliate is responsible for that agreement.

1.2 Support. ContextFlo will provide technical support according to the plan or order form you executed.

1.3 User Accounts. You are responsible for all actions taken under your users’ accounts, and users must safeguard their credentials. Notify ContextFlo promptly if you suspect unauthorized access or credential compromise.

1.4 Feedback & Usage Data. Feedback you supply is provided “AS IS” and ContextFlo may use it without obligation. ContextFlo may collect and use aggregated, anonymized usage data to operate, improve, and promote its services.

1.5 Customer Content. ContextFlo may copy, display, modify, and use your content only as needed to provide and maintain the product. You are responsible for the accuracy and legality of your content.

1.6 Machine Learning. ContextFlo may use aggregated, de-identified usage data and customer content to develop and enhance AI/ML models involved in the service, while honoring applicable data protection laws. AI-generated outputs may be incorrect; human oversight is required.

2.1 Restrictions. You will not (and will not permit others to): reverse engineer or attempt to discover the service’s source code, resell or distribute the product, remove notices, create derivative works, conduct unauthorized security tests, access data without authorization, use the service to build a competing product, engage in high-risk activities, or submit content you do not have rights to use. Use must comply with documentation and any stated limitations.

2.2 Suspension. ContextFlo may suspend your access for unpaid balances older than 30 days, breaches of Section 2.1, harmful use, or legal requirements. ContextFlo will provide advance notice when practical and reinstate service once issues are resolved.

3.1 Personal Data. Before submitting personal data governed by GDPR or similar laws, you must have a Data Processing Agreement (DPA) in place with ContextFlo. Where a DPA exists, it controls personal data rights and obligations.

3.2 Prohibited Data. Unless permitted in an order form, do not submit sensitive categories such as medical/health information, payment card numbers, or government identifiers.

3.3 Security. ContextFlo implements administrative, technical, and organizational measures appropriate for a cloud service, including encryption in transit, logical access controls, logging, and monitoring. You remain responsible for security within your own systems.

4.1 Customer Content. You retain ownership of your content and authorize ContextFlo to process it to deliver the service.

4.2 Transient Transit. To operate the platform, limited metadata (e.g., authentication tokens, job status, query structure) may transit through ContextFlo-managed infrastructure in the primary orchestration region. Metadata remains in volatile memory and is not persisted outside the customer-managed environment. Alternate supported regions are available on request to address residency requirements.

5.1 Fees. Fees are specified in your order form. They are billed in U.S. dollars (unless stated otherwise) and are non-refundable except as expressly provided.

5.2 Payment. You will pay all undisputed fees by the due date using the designated payment method. Automatic payments authorize ContextFlo to charge the method on file.

5.3 Taxes. You are responsible for applicable taxes (e.g., sales, VAT, GST). ContextFlo is responsible for taxes based on its net income.

5.4 Disputes. If you dispute charges, notify ContextFlo before the due date and pay all undisputed amounts.

6.1 Term. This CSA starts when you first access the platform and continues through the subscription period stated in your order. Subscriptions renew automatically unless either party gives notice of non-renewal per the order form.

6.2 Termination. Either party may terminate immediately for uncured material breach (after the cure period defined in the order form) or if the other party becomes insolvent or bankrupt.

6.3 Effect. Upon termination or expiration, your access ends. On request, ContextFlo will delete customer content held in ContextFlo-managed systems within the period stated in the order form (default 60 days). Data within your own environment remains under your control. All outstanding fees are due immediately.

7.1 Mutual. Each party represents it has authority to enter into this CSA and will comply with applicable laws.

7.2 Customer. You represent you have rights to submit your data and that your content does not infringe third-party rights.

7.3 Provider. ContextFlo will provide the service in a professional manner consistent with industry standards and will not materially reduce core functionality during the subscription term.

7.4 Disclaimer. Except as set out above, the platform is provided “AS IS” and “AS AVAILABLE.” Each party disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

8.1 Liability Cap. Except for the exclusions below, each party’s total liability will not exceed the greater of (a) USD $25,000 or (b) the fees paid or payable in the 12 months preceding the claim. For free or evaluation use, the cap is USD $5,000.

8.2 No Indirect Damages. Neither party is liable for lost profits, consequential, special, incidental, punitive damages, or loss of data/business opportunities, even if advised of the possibility.

8.3 Exceptions. Caps and exclusions do not apply to gross negligence or willful misconduct, confidentiality breaches, your breach of restrictions or warranties, indemnification obligations, IP violations, death/personal injury, or liabilities that cannot be limited by law.

9.1 By ContextFlo. ContextFlo will defend you against third-party claims that the platform infringes IP rights when used as permitted. Remedies may include obtaining rights, modifying the platform, or terminating affected services and refunding prepaid fees. Exclusions include modifications not made by ContextFlo, combinations with non-ContextFlo products, and your breach of these terms.

9.2 By Customer. You will defend ContextFlo from third-party claims arising from your content, breaches of restrictions/warranties, or violations of law.

9.3 Procedure. The indemnified party must promptly notify the indemnifying party, provide sole control of defense and settlement, and offer reasonable cooperation.

Each party will protect the other’s confidential information with at least reasonable care, use it only to perform under this CSA, and limit disclosures to personnel, contractors, and advisors on a need-to-know basis who are bound by similar obligations. Confidentiality obligations survive for five (5) years, or for as long as trade secrets remain confidential.

ContextFlo retains all rights to the platform. You retain all rights to your data. Feedback may be used by ContextFlo without restriction.

12.1 Entire Agreement. These CSA terms plus any order forms and referenced policies make up the entire agreement.

12.2 Governing Law. Delaware, USA law governs, and disputes are heard in state or federal courts located in New Castle County, Delaware.

12.3 Updates. ContextFlo may update these terms by posting a revised version with reasonable advance notice for material changes. Continued use after the effective date constitutes acceptance.

12.4 Assignment. You may not assign this CSA without ContextFlo’s consent (not unreasonably withheld). ContextFlo may assign in connection with mergers, acquisitions, or asset sales.

12.5 Notices. Send notices to legal@contextflo.com; ContextFlo will notify you via the email associated with your account.

12.6 Independent Contractors. The parties act as independent contractors.

12.7 Force Majeure. Neither party is liable for delays caused by events beyond reasonable control; if such an event persists for 30 days, either party may terminate.

12.8 Export Controls. You warrant you are not located in or affiliated with embargoed or restricted jurisdictions, and ContextFlo may terminate immediately if required to comply with export or sanctions laws.

ContextFlo, Inc.

Email: legal@contextflo.com

Support: support@contextflo.com

Sales: sales@contextflo.com