Terms of Service

Effective Date: January 28, 2025
Last Updated: January 28, 2025

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legal agreement between you (either an individual or entity, "you" or "Customer") and Leadev Software Inc., a Canadian corporation ("Leadev," "we," "our," or "us"), regarding your use of Flowstack, our AI agent development platform, APIs, consulting services, and related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you are using our Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Eligibility

You must be at least 18 years old to use our Services. By using our Services, you represent and warrant that you meet this age requirement and have the legal capacity to enter into these Terms.

3. Account Registration

3.1 Account Creation

To access certain features of our Services, you must create an account by providing accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account.

3.2 Account Security

You agree to:

Immediately notify us of any unauthorized use of your account
Use strong, unique passwords
Enable two-factor authentication when available
Ensure that account access is limited to authorized users only

4. Description of Services

Flowstack provides:

AI Agent Development Platform: Tools and infrastructure for building, training, and deploying AI models
API Access: Programmatic access to AI capabilities and platform features
Consulting Services: Professional services for AI implementation and optimization
On-Premise Solutions: Self-hosted deployment options for enterprise customers
SaaS Subscriptions: Cloud-based access to platform features

5. Permitted Use and Restrictions

5.1 Permitted Use

You may use our Services only for lawful purposes and in accordance with these Terms. You agree to use the Services in compliance with all applicable laws and regulations.

5.2 Prohibited Uses

You agree NOT to:

Use the Services for any illegal, harmful, or fraudulent activities
Attempt to gain unauthorized access to any systems or networks
Interfere with or disrupt the Services or servers
Reverse engineer, decompile, or disassemble any part of the Services
Use the Services to develop competing products or services
Violate any third-party rights, including intellectual property rights
Use the Services to process data you don't have rights to use
Generate or distribute content that is harmful, offensive, or violates applicable laws
Exceed rate limits or use the Services in a manner that degrades performance for others
Share account credentials or allow unauthorized access to your account

6. Intellectual Property Rights

6.1 Flowstack Platform

We retain all rights, title, and interest in and to the Services, including all software, technology, designs, and documentation. Nothing in these Terms transfers ownership of the Services to you.

6.2 Customer Data and Models

Your Data: You retain all rights to data you input into the Services ("Customer Data")
Your Models: AI models you create using the Services belong to you
Platform Improvements: We may use anonymized, aggregated usage data to improve our Services
Feedback: Any feedback you provide may be used by us without restriction or compensation

6.3 License Grants

To You: We grant you a limited, non-exclusive, non-transferable license to use the Services according to these Terms
To Us: You grant us a license to use Customer Data solely to provide the Services to you

7. Payment Terms

7.1 Fees

Usage-Based Pricing: Fees based on API calls, compute resources, and data processing
Subscription Fees: Fixed monthly or annual fees for platform access
Consulting Fees: As specified in separate statements of work
All fees are in USD unless otherwise specified

7.2 Payment

Payment is due upon receipt of invoice
We accept major credit cards and wire transfers
Late payments may incur interest at 1.5% per month
All fees are non-refundable except as required by law

7.3 Taxes

You are responsible for all taxes associated with your use of the Services, excluding taxes based on our net income.

8. Service Level Agreement

8.1 Availability

Service level agreements (SLAs) are negotiated on a case-by-case basis for enterprise customers. Standard service includes commercially reasonable efforts to maintain availability.

8.2 Support

Standard Support: Email support during business hours
Premium Support: 24/7 support with guaranteed response times (additional fees apply)

9. Data Privacy and Security

9.1 Privacy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

9.2 Security

We implement industry-standard security measures to protect Customer Data. However, no system is completely secure, and we cannot guarantee absolute security.

9.3 Data Processing

For customers subject to GDPR, we will enter into appropriate Data Processing Agreements upon request.

10. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party and marked as confidential. This obligation does not apply to information that:

Was publicly known or becomes publicly known through no breach
Was rightfully received from a third party
Was independently developed without use of confidential information
Is required to be disclosed by law

11. Warranties and Disclaimers

11.1 Mutual Warranties

Each party warrants that it has the authority to enter into these Terms and will comply with all applicable laws.

11.2 Service Warranty

We warrant that the Services will perform materially in accordance with the applicable documentation.

11.3 DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

12. Indemnification

12.1 Customer Indemnification

You agree to indemnify and hold us harmless from any claims, damages, and expenses (including reasonable attorneys' fees) arising from:

Your use of the Services
Your violation of these Terms
Your violation of any rights of another party
Customer Data or the outputs generated from your use

12.2 Our Indemnification

We will defend you against claims that the Services infringe third-party intellectual property rights and will pay resulting damages, subject to limitations below.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

OUR TOTAL LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS BEFORE THE CLAIM
NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
THESE LIMITATIONS DO NOT APPLY TO INDEMNIFICATION OBLIGATIONS OR BREACHES OF CONFIDENTIALITY

14. Term and Termination

14.1 Term

These Terms commence when you first use the Services and continue until terminated.

14.2 Termination

For Convenience: Either party may terminate with 30 days' written notice
For Cause: Either party may terminate immediately for material breach not cured within 15 days of notice
Automatic: Your rights terminate automatically if you violate these Terms

14.3 Effect of Termination

Upon termination:

Your access to the Services will cease
You must pay all outstanding fees
You may download your Customer Data for 30 days
Sections that by their nature should survive will remain in effect

15. Healthcare Compliance (HIPAA)

For customers processing Protected Health Information (PHI):

A separate Business Associate Agreement (BAA) is required
Additional security and compliance measures apply
Use is limited to permitted purposes under HIPAA

16. Export Control

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce.

17. Dispute Resolution

17.1 Informal Resolution

Before filing a claim, each party agrees to try to resolve disputes informally by contacting the other party.

17.2 Binding Arbitration

If informal resolution fails, disputes will be resolved through binding arbitration in Alberta, Canada, under the rules of the ADR Institute of Canada, except for:

Claims for injunctive relief
Claims related to intellectual property
Small claims court actions

17.3 Class Action Waiver

You agree to bring claims only in your individual capacity and not as part of any class or representative action.

18. General Provisions

18.1 Governing Law

These Terms are governed by the laws of Alberta, Canada, without regard to conflict of law principles.

18.2 Entire Agreement

These Terms, together with our Privacy Policy and any separate agreements, constitute the entire agreement between us.

18.3 Amendments

We may modify these Terms at any time. Material changes will be notified via email or platform notice. Continued use after changes constitutes acceptance.

18.4 Severability

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

18.5 Assignment

You may not assign these Terms without our prior written consent. We may assign our rights and obligations without restriction.

18.6 Force Majeure

Neither party is liable for delays or failures due to causes beyond their reasonable control.

18.7 Notices

Notices must be sent to:

Leadev Software Inc.
16548 21 AVE SW
Edmonton, AB T6W 5K3
Canada
Email: legal@leadevs.com

19. Definitions

"API": Application Programming Interface
"Customer Data": Data, including AI models and training data, that you submit to the Services
"PHI": Protected Health Information as defined by HIPAA
"Services": Flowstack platform, APIs, and related services
"SLA": Service Level Agreement

20. Contact Information

For questions about these Terms:

Legal Department
Leadev Software Inc.
Email: legal@leadevs.com

By using Flowstack, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.