OPSLYFLOW, LLC

TERMS OF SERVICE

Version 1.0 | Effective Date: March 3, 2026 | Governing Law: State of Alabama

1. DEFINITIONS

1.1 "Agreement" means these Terms of Service, together with any Order Form and other documents incorporated by reference herein, including the Privacy Policy located at opslyflow.com/privacy_policy.

1.2 "Authorized User" means any individual granted access credentials to the Platform by Customer, including business owners, administrators, office staff, and field technicians.

1.3 "Company" means Opslyflow, LLC, an Alabama limited liability company, with its principal place of business at 600 Boulevard South SW Suite 104J, Huntsville, Alabama 35802.

1.4 "Customer" means the service business entity or sole proprietor that has registered for an account, executed an Order Form, or otherwise accepted this Agreement.

1.5 "Customer's End Clients" means the third-party consumers or businesses to whom Customer provides services (e.g., homeowners, property managers, commercial clients), whose information may be entered into the Platform by Customer.

1.6 "Customer Data" means all data, content, and information submitted to or stored within the Platform by Customer or its Authorized Users, including without limitation: Customer's End Client names, addresses, contact information, job notes, photographs, work orders, invoices, estimates, and electronic signatures.

1.7 "Documentation" means any user guides, help center content, or technical documentation made available by Company relating to the Platform, as updated from time to time.

1.8 "Free Trial" means the fourteen (14) day complimentary access period made available to new Customers prior to the commencement of a paid Subscription Term. No payment method is required to begin a Free Trial.

1.9 "Order Form" means the online or written subscription enrollment through which Customer selects a Subscription Plan, Seat count, and billing cycle.

1.10 "Platform" means Opslyflow's proprietary software-as-a-service application for service business operations management, including work order management, invoicing, job tracking, customer records, field documentation, and payment processing features, accessible via web browser and any associated mobile application at opslyflow.com.

1.11 "Platform Fee" means the fee charged by Company on payment transactions processed through the Platform's payment features, as described in Section 3.5.

1.12 "Seat" means a single licensed user account for one Authorized User within Customer's subscription.

1.13 "Subscription Plan" means the tier of access selected by Customer, which determines the feature set, number of included Seats, and applicable fees, as described at opslyflow.com/pricing.

1.14 "Subscription Term" means the monthly or annual period of Platform access, beginning on the date Customer activates a paid subscription or upon expiration of any Free Trial.

2. SCOPE AND ELIGIBILITY

2.1 Eligibility. The Platform is available only to businesses and individuals who are at least eighteen (18) years of age and capable of forming a binding contract under applicable law. By registering for an account, Customer represents and warrants that it meets these eligibility requirements.

2.2 Account Registration. Customer must provide accurate, current, and complete registration information and maintain the accuracy of such information throughout the Subscription Term. Customer is responsible for safeguarding its account credentials and for all activities that occur under its account.

2.3 Authorized Users. Customer may grant access to the Platform to its Authorized Users up to the number of Seats included in its Subscription Plan. Customer is responsible for ensuring its Authorized Users comply with this Agreement and for all actions taken by its Authorized Users on the Platform.

2.4 Acceptance of Terms. By creating an account, initiating a Free Trial, or clicking 'I Agree' (or a similar affirmative mechanism), Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement in its then-current form. Company records Customer's consent, including the date, time, IP address, browser user agent, and version of this Agreement presented at the time of acceptance.

2.5 Electronic Transactions. Customer agrees to conduct business with Company electronically and acknowledges that electronic records of this Agreement and Customer's consent thereto satisfy any applicable writing or signature requirements under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. Section 7001 et seq.) and the Alabama Uniform Electronic Transactions Act (Ala. Code Section 8-1A-1 et seq.).

3. SUBSCRIPTIONS, FEES, AND BILLING

3.1 Subscription Plans

3.1.1 Company offers monthly and annual Subscription Plans as described on the pricing page at opslyflow.com/pricing. Plan features, included Seats, and pricing are subject to change as provided in Section 3.8.

3.2 Free Trial

(a) New Customers are eligible for one (1) fourteen (14) day Free Trial upon registration. No payment method is required to begin a Free Trial.

(b) At the end of the Free Trial, Customer's account will automatically convert to a paid monthly subscription unless Customer cancels before the trial period expires. Company will send a reminder notice to the email address on file no less than two (2) days before the trial ends.

(c) Free Trial access is limited to one per business entity. Company reserves the right to deny or revoke Free Trial access at its sole discretion if abuse is suspected.

3.3 Subscription Fees. Customer agrees to pay the fees applicable to its selected Subscription Plan. Annual subscriptions are billed in full at the start of each Subscription Term. Monthly subscriptions are billed at the start of each monthly billing cycle.

3.4 Per-Seat Fees. Each Subscription Plan includes a defined number of Seats. If Customer adds Seats beyond the included allotment, additional per-Seat fees will apply at the rate specified on the pricing page or in the Order Form. Seat additions take effect immediately and are billed on a pro-rated basis for the remainder of the current billing cycle.

3.5 Platform Fees (Payment Processing)

3.5.1 When Customer or its Authorized Users process payments from Customer's End Clients through the Platform's payment features, Company will charge a Platform Fee per transaction as set forth in the following schedule:

Payment Method	Platform Fee Rate	Notes
Credit Card / Debit Card (via Stripe)	3.49% + $0.30 per transaction	All-in rate; no separate processor fee
ACH Bank Transfer (via Stripe)	1.49% per transaction	Capped at $10.00 per transaction
Cash App Pay	3.49% + $0.30 per transaction	Credit and debit transactions

3.5.2 Platform Fees are deducted from each processed payment at the time of settlement and are non-refundable, including in the event a Customer's End Client requests a chargeback or refund.

3.5.3 Application Fee Characterization. Payment transactions processed through the Platform are initiated as direct charges on the Customer's connected Stripe account. Company's Platform Fee is collected by Stripe as an application fee and remitted to Company separately. At no point does Company take possession of End Client funds prior to disbursement to Customer. This fee structure characterizes Company as a software platform earning application fees, not a payment intermediary handling funds.

3.5.4 Customer is responsible for any chargeback fees, reversal fees, or penalties imposed by Stripe, Cash App, or any other underlying payment processor arising from payment disputes initiated by Customer's End Clients.

3.5.5 Customer acknowledges that payment processing services are provided by Stripe and Cash App (Block, Inc.), not by Company. Customer's use of payment features is subject to the applicable processor's terms of service and privacy policy. Company is not liable for processor outages, errors, delays, or changes to processor fees.

3.5.6 Company reserves the right to change the Platform Fee rates upon thirty (30) days' written notice. Updated rates take effect at the next billing cycle following the notice period.

3.6 Payment Methods. All subscription and transaction payments are processed through Stripe. Company does not store credit card numbers, bank account numbers, or other payment credentials on its own systems. Payment data is handled by Stripe in accordance with Payment Card Industry Data Security Standard (PCI-DSS) requirements.

3.7 Auto-Renewal

3.7.1 Subscriptions automatically renew at the end of each Subscription Term at the then-current rates unless Customer cancels before the renewal date.

3.7.2 Customer may cancel auto-renewal at any time through the account settings dashboard. Cancellation takes effect at the end of the current Subscription Term; no prorated refunds are issued for the remaining period.

3.8 Price Changes. Company may change Subscription Plan fees or Platform Fee rates upon thirty (30) days' written notice to Customer's account email address. Price changes take effect at the start of the next Subscription Term following the notice period. If Customer does not agree to a price change, Customer's sole remedy is to cancel the subscription before the new pricing takes effect.

3.9 Taxes. All fees are exclusive of applicable sales, use, value-added, or other taxes. Customer is responsible for all taxes arising from this Agreement, excluding taxes based on Company's net income.

3.10 Payment Failure and Suspension

(a) If a subscription payment fails, Company will automatically retry the charge up to three (3) times over a period of five (5) to seven (7) business days. Customer will be notified by email after each failed attempt.

(b) If payment remains unresolved after the retry period, Company may suspend Customer's access to the Platform. Customer Data will be retained for thirty (30) days following suspension to allow Customer to resolve the payment issue and restore access.

(c) If the payment issue is not resolved within thirty (30) days of suspension, Company may terminate this Agreement and proceed with data deletion in accordance with Section 14.

(d) No interest or late fees are charged on overdue subscription amounts.

3.11 Refund Policy. Monthly subscription fees are non-refundable. For annual subscriptions, Customer may request a pro-rated refund within the first thirty (30) days of the annual Subscription Term only. No refunds are available after this period. Platform Fees on processed transactions are non-refundable under all circumstances.

4. LICENSE GRANT

4.1 License to Customer. Subject to the terms of this Agreement and payment of applicable fees, Company grants Customer a non-exclusive, non-transferable, revocable, limited license to access and use the Platform during the Subscription Term solely for Customer's internal business purposes.

4.2 Restrictions. Customer shall not, and shall not permit any Authorized User or third party to: (a) sublicense, sell, resell, transfer, assign, distribute, or otherwise make available the Platform to any third party; (b) modify, adapt, or create derivative works based on the Platform; (c) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Platform; (d) access the Platform for benchmarking, competitive analysis, or building a competitive product; (e) use the Platform in a manner that exceeds the scope of the license granted herein; or (f) remove, alter, or obscure any proprietary notices on the Platform.

4.3 Documentation License. Company grants Customer a non-exclusive license to use Documentation solely in connection with permitted use of the Platform.

5. ACCEPTABLE USE

5.1 Customer agrees not to use the Platform to: (a) violate any applicable local, state, national, or international law or regulation; (b) transmit any material that is defamatory, obscene, harassing, threatening, or in violation of any third party's intellectual property or privacy rights; (c) upload or transmit any viruses, malware, or other harmful code; (d) attempt to gain unauthorized access to any systems, networks, or data connected to the Platform; (e) engage in automated scraping, data harvesting, or systematic extraction of data from the Platform; (f) use the Platform to send unsolicited communications to End Clients in violation of CAN-SPAM or applicable anti-spam laws; or (g) use the Platform in any manner that could damage, disable, overburden, or impair the Platform.

5.2 Customer is solely responsible for ensuring that its use of the Platform and the content it stores or processes through the Platform complies with all applicable laws, regulations, and industry standards relevant to Customer's business, including without limitation licensing requirements for HVAC, plumbing, electrical, and other regulated trades.

5.3 Company reserves the right to suspend or terminate access to the Platform immediately if Company reasonably determines that Customer's use violates this Section 5.

6. DATA AND PRIVACY

6.1 Privacy Policy. Company's collection, use, and disclosure of personal information is governed by the Opslyflow Privacy Policy located at opslyflow.com/privacy_policy, which is incorporated herein by reference.

6.2 Customer Data Ownership. Customer retains all right, title, and interest in and to Customer Data. Company does not claim any ownership interest in Customer Data.

6.3 License to Customer Data. Customer grants Company a non-exclusive, worldwide, royalty-free license to host, store, process, display, and transmit Customer Data solely for the purpose of providing and improving the Platform. This license terminates upon termination of this Agreement, subject to the data retention and deletion provisions in Section 14.

6.4 Data Controller and Processor Roles. With respect to Customer account information and usage data, Company acts as the data controller. With respect to End Client data entered into the Platform by Customer, Company acts as the data processor, processing such data solely on Customer's instructions as described in this Agreement.

6.5 Customer Responsibilities for End Client Data. Customer is solely responsible for: (a) obtaining any required consents from End Clients before submitting their data to the Platform; (b) maintaining a privacy policy and terms of service governing its relationship with End Clients that satisfy applicable legal requirements; (c) complying with all applicable data protection laws with respect to End Client data it processes through the Platform; and (d) ensuring the accuracy and lawfulness of End Client data submitted to the Platform.

6.6 Data Subject Requests. If Company receives a request from an End Client to access, correct, or delete their personal information, Company will promptly notify Customer. Customer is responsible for responding to such requests. Company will cooperate with Customer as reasonably necessary to assist in responding to such requests.

6.7 No Sale of Data. Company does not sell, rent, or trade Customer Data or End Client data to third parties for their own commercial, marketing, or advertising purposes.

7. ELECTRONIC SIGNATURES

7.1 E-Signature Functionality. The Platform may provide electronic signature features that allow Customer's End Clients to sign work orders, service agreements, invoices, and other documents electronically.

7.2 Metadata Captured. For each electronic signature captured through the Platform, Company records the following metadata: (a) timestamp of signature (UTC); (b) IP address of the signing device; (c) device and browser information (user agent string); and (d) signature image.

7.3 Customer Responsibility. Customer is solely responsible for ensuring that its use of the Platform's e-signature features complies with the E-SIGN Act, Alabama UETA, and any other applicable electronic signature laws. Company provides the technical infrastructure for capturing electronic signatures but does not guarantee the legal enforceability of any specific document or transaction.

7.4 Retention of E-Signature Records. Electronic signature records, including metadata and signature images, are retained by Company for a period of three (3) years from the date of capture, regardless of whether Customer's subscription remains active. Following this three-year retention period, e-signature records are deleted from production systems.

7.5 E-Signature records are treated as Customer Data and are subject to the same security measures described in Section 8. During the three-year retention period, Customer may request export of its e-signature records at any time.

8. SECURITY

8.1 Security Measures. Company implements commercially reasonable administrative, technical, and physical security measures designed to protect Customer Data from unauthorized access, disclosure, alteration, and destruction. Current measures include: encryption of data in transit using TLS; encryption of sensitive data at rest on AWS infrastructure; role-based access controls limiting employee access to Customer Data; secure credential storage with hashed and salted passwords; and incident identification and response procedures.

8.2 No Absolute Guarantee. No security system is impenetrable. While Company works diligently to protect Customer Data, Company cannot guarantee that unauthorized third parties will never defeat its security measures. Customer uses the Platform at its own risk and is responsible for maintaining the security of its account credentials.

8.3 Customer Responsibilities. Customer is responsible for: (a) maintaining the confidentiality of account login credentials; (b) ensuring all activities under its account are authorized; and (c) notifying Company immediately at admin@opslyflow.com of any unauthorized access or suspected compromise.

8.4 Breach Notification. In the event of a security breach that compromises personal information, Company will notify affected Customers in compliance with the Alabama Data Breach Notification Act (Ala. Code Section 8-38-1 et seq.) and any other applicable state breach notification laws. Notification will be provided without unreasonable delay and no later than forty-five (45) days from the date of discovery, and will describe the nature of the breach, the data affected, and remedial steps being taken.

8.5 Security Exclusions

8.5.1 Company is not liable for data loss, unauthorized access, or service interruptions caused by: (a) acts of third parties, including hackers, malicious actors, or state-sponsored attacks, that circumvent commercially reasonable security measures; (b) Customer's failure to maintain the security of its account credentials; (c) software bugs, errors, or defects in the Platform that cause data corruption or loss despite commercially reasonable testing and development practices; (d) failures of third-party infrastructure providers, including Amazon Web Services, Stripe, Cash App, or Resend; or (e) force majeure events as defined in Section 16.

8.6 Data Backup

8.6.1 Company maintains automated backups of Customer Data on AWS infrastructure with a retention period of thirty (30) days. Backups are maintained solely for disaster recovery purposes and are not intended as a substitute for Customer's own data retention practices.

8.6.2 Company does not guarantee the completeness, accuracy, or recoverability of data from backups. Customer acknowledges that backup restoration may not capture every change made between backup intervals. Customer is responsible for maintaining its own copies of critical business data.

8.6.3 Backup data is deleted within thirty (30) days of the backup creation date in accordance with Company's standard backup rotation schedule. Following Customer termination, residual backup data is purged in accordance with this schedule.

8.7 Security Certifications. Company does not currently hold SOC 2, ISO 27001, or other formal security certifications. Enterprise Customers with certification requirements should contact Company at admin@opslyflow.com to discuss available security documentation.

9. CONFIDENTIALITY

9.1 Definition. 'Confidential Information' means any non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that, given the nature of the information and circumstances of disclosure, would reasonably be understood to be confidential. Customer Data is deemed Customer's Confidential Information.

9.2 Obligations. Each party agrees to: (a) use the other party's Confidential Information only as necessary to perform its obligations under this Agreement; (b) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than commercially reasonable care; and (c) not disclose the other party's Confidential Information to any third party except as permitted by this Agreement.

9.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was already known to the receiving party without restriction; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.

9.4 Required Disclosures. Either party may disclose Confidential Information to the extent required by applicable law, regulation, or legal process, provided that the disclosing party (to the extent legally permitted) provides prompt notice to the other party to allow it to seek a protective order.

9.5 Survival. Confidentiality obligations survive termination of this Agreement for a period of three (3) years.

10. INTELLECTUAL PROPERTY

10.1 Company IP. Company owns and retains all right, title, and interest in and to the Platform, Documentation, and all related technology, including all intellectual property rights therein. Nothing in this Agreement transfers any Company intellectual property to Customer.

10.2 Feedback. If Customer provides suggestions, feature requests, or other feedback regarding the Platform, Company may use such feedback without restriction or obligation to Customer.

10.3 AI/ML Restriction. Company does not permit third parties to use Customer Data or End Client data to train artificial intelligence or machine learning models. Company reserves the right to use anonymized, aggregated data derived from Platform usage to improve the Platform, including through machine learning techniques, provided that such data cannot be linked to any individual Customer, Authorized User, or End Client.

11. REPRESENTATIONS AND WARRANTIES

11.1 Mutual Representations. Each party represents and warrants that: (a) it has the legal authority to enter into this Agreement; (b) the execution and performance of this Agreement does not conflict with any other agreement to which it is bound; and (c) it will comply with all applicable laws in connection with its performance of this Agreement.

11.2 Company Warranty. Company warrants that during the Subscription Term the Platform will perform materially in accordance with the Documentation. Customer's sole and exclusive remedy for breach of this warranty is, at Company's option, either repair or replacement of the non-conforming feature or a pro-rated refund of fees paid for the affected period.

11.3 Customer Representations. Customer represents and warrants that: (a) it has obtained all necessary consents and authorizations to submit End Client data to the Platform; (b) its use of the Platform does not violate any applicable law or regulation; and (c) it has the legal authority to bind the business entity on whose behalf it registers.

12. DISCLAIMER OF WARRANTIES

12.1 EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.2, THE PLATFORM IS PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

12.2 COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS OR THAT DEFECTS WILL BE CORRECTED.

12.3 COMPANY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY DATA, CONTENT, OR INFORMATION STORED ON OR TRANSMITTED THROUGH THE PLATFORM, INCLUDING DATA ENTERED BY CUSTOMER OR ITS AUTHORIZED USERS.

13. LIMITATION OF LIABILITY

13.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 LIABILITY CAP. EXCEPT FOR THE EXCLUDED CLAIMS SET FORTH IN SECTION 13.4, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND DOLLARS ($1,000.00).

13.3 Payment Processor Exclusion

13.3.1 COMPANY'S LIABILITY CAP AND DAMAGE EXCLUSIONS APPLY SOLELY TO COMPANY'S OWN ACTS AND OMISSIONS IN OPERATING THE PLATFORM. COMPANY IS NOT LIABLE FOR AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR: (A) ERRORS, OUTAGES, DELAYS, OR FAILURES ATTRIBUTABLE TO STRIPE, CASH APP (BLOCK, INC.), OR ANY OTHER THIRD-PARTY PAYMENT PROCESSOR; (B) CHARGEBACKS, REVERSALS, OR PAYMENT DISPUTES BETWEEN CUSTOMER AND ITS END CLIENTS; (C) CHANGES TO PROCESSOR FEES, TERMS, OR AVAILABILITY; AND (D) ANY ACT OR OMISSION OF A PAYMENT PROCESSOR RELATING TO THE PROCESSING, SETTLEMENT, OR TRANSMISSION OF FUNDS.

13.4 Excluded Claims. The limitations in Sections 13.1 and 13.2 do not apply to: (a) liability arising from a party's breach of Section 9 (Confidentiality); (b) liability arising from a party's indemnification obligations under Section 14; (c) liability arising from willful misconduct or fraud; or (d) Customer's obligation to pay fees due under this Agreement.

14. INDEMNIFICATION

14.1 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's use of the Platform in violation of this Agreement; (b) Customer's violation of any applicable law; (c) any dispute between Customer and its End Clients; (d) Customer's failure to obtain required consents for End Client data; or (e) Customer Data that infringes the rights of any third party.

14.2 Company Indemnification. Company shall indemnify, defend, and hold harmless Customer from and against any third-party claims that the Platform, as provided by Company, infringes or misappropriates a valid United States patent, copyright, or trade secret of such third party. This obligation does not apply to claims arising from: (a) Customer's modification of the Platform; (b) Customer's combination of the Platform with non-Company products or services; or (c) Customer's use of the Platform in a manner not contemplated by this Agreement.

14.3 Procedures. The indemnifying party's obligations are conditioned on: (a) prompt written notice of the claim; (b) sole control of the defense and settlement of the claim; and (c) reasonable cooperation from the indemnified party at the indemnifying party's expense.

15. TERM AND TERMINATION

15.1 Term. This Agreement begins when Customer creates an account or initiates a Free Trial and continues for the duration of the Subscription Term, including any renewals, unless terminated earlier in accordance with this Section 15.

15.2 Termination for Convenience. Customer may terminate this Agreement at any time by canceling the subscription through the account settings dashboard. Termination takes effect at the end of the current Subscription Term. No prorated refunds are issued for early termination of monthly subscriptions. Annual subscriptions are refundable only as provided in Section 3.11.

15.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice; or (b) the other party becomes the subject of a petition in bankruptcy, insolvency, or similar proceeding.

15.4 Suspension. Company may suspend Customer's access to the Platform immediately and without prior notice if Company reasonably determines that: (a) Customer's account poses a security risk to the Platform or other customers; (b) Customer's use may adversely affect the Platform's performance for other customers; (c) Customer's use may subject Company to liability; or (d) Customer's payment has failed as described in Section 3.10.

15.5 Effect of Termination

(a) Upon termination or expiration of this Agreement for any reason, Customer's access to the Platform will be suspended immediately.

(b) Customer Data will remain available for export for a period of thirty (30) days following the effective date of termination (the 'Export Window'). Company will provide written notice to Customer's account email address at the commencement of the Export Window and again no fewer than seven (7) days prior to its expiration.

(c) Following expiration of the Export Window, Company will delete Customer Data from its production systems. Residual copies in encrypted backups will be purged within thirty (30) days of the backup creation date in accordance with Company's standard backup rotation schedule.

(d) After deletion, Customer Data is unrecoverable. Company has no obligation to restore Customer Data after the Export Window has closed.

(e) E-signature records are retained for three (3) years from capture date regardless of subscription status, as provided in Section 7.4.

15.6 Survival. The following sections survive termination: Sections 1 (Definitions), 6.2 (Customer Data Ownership), 7.4 (E-Signature Retention), 9 (Confidentiality), 10 (Intellectual Property), 12 (Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 15.5 (Effect of Termination), 16 (Dispute Resolution), and 17 (General Provisions).

16. DISPUTE RESOLUTION

16.1 Informal Resolution. Before initiating formal dispute resolution, the parties agree to attempt to resolve any dispute informally by contacting each other and negotiating in good faith for a period of thirty (30) days.

16.2 Binding Arbitration. Any dispute, claim, or controversy arising out of or related to this Agreement that is not resolved through informal negotiation shall be resolved by binding arbitration administered by the American Arbitration Association ('AAA') under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Madison County, Alabama. The arbitrator's decision shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction.

16.3 Class Action Waiver. CUSTOMER AGREES THAT DISPUTES WITH COMPANY WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. CUSTOMER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR ANY OTHER REPRESENTATIVE ACTION OR PROCEEDING.

16.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of laws principles. To the extent judicial proceedings are permitted under this Section 16, each party consents to the exclusive jurisdiction and venue of the state and federal courts located in Madison County, Alabama.

16.5 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of intellectual property rights or breach of confidentiality obligations.

17. GENERAL PROVISIONS

17.1 Entire Agreement. This Agreement, together with the Privacy Policy, Cookie Policy, and any Order Form executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.

17.2 Amendments. Company may update these Terms of Service from time to time. Material changes will be communicated via email to Customer's account address and posted on the Platform at least thirty (30) days before they take effect. Continued use of the Platform following the effective date of any modification constitutes acceptance of the revised terms.

17.3 Assignment. Customer may not assign this Agreement or any of its rights or obligations hereunder without Company's prior written consent. Company may assign this Agreement without restriction in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.

17.4 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while reflecting the parties' original intent.

17.5 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver shall be effective unless made in writing and signed by the waiving party.

17.6 Force Majeure. Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, internet disruptions, or third-party infrastructure outages.

17.7 Notices. All notices under this Agreement shall be in writing and shall be deemed delivered when sent by email to: (a) for Company, admin@opslyflow.com; (b) for Customer, the email address associated with Customer's account.

17.8 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

17.9 No Third-Party Beneficiaries. This Agreement does not confer any rights or remedies on any third party, including Customer's End Clients.

18. CONTACT INFORMATION

Opslyflow, LLC
600 Boulevard South SW Suite 104J
Huntsville, Alabama 35802
Email: admin@opslyflow.com

END OF DOCUMENT — Opslyflow, LLC Terms of Service v1.0