1. Acceptance of Terms

1.1 Agreement Formation

By accessing, using, or registering for Flowcess services (the "Platform"), you ("Customer," "User," or "you") agree to be bound by these Terms and Conditions ("Agreement," "Terms") and all incorporated policies. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

1.2 Modifications

Flowcess reserves the right to modify these Terms at any time. Material changes will be communicated via email or Platform notification at least thirty (30) days prior to effectiveness. Continued use after the effective date constitutes acceptance of modified Terms.

1.3 Additional Terms

Certain services may be subject to additional terms ("Service-Specific Terms") which will be presented at the time of service activation and are incorporated herein by reference.

2. Definitions

• AI Agent: Autonomous software entities created using the Platform that can perform tasks, make decisions, or interact with systems without direct human intervention.
• AI Application: Software applications incorporating artificial intelligence capabilities built using Platform tools and services.
• Customer Data: Any data, content, code, video, images, or other materials of any type that Customer submits, uploads, or otherwise provides to the Platform.
• Confidential Information: Non-public, proprietary information disclosed by one party to another, including but not limited to technical data, business plans, customer lists, and financial information.
• Documentation: User guides, technical manuals, API documentation, and other materials provided by Flowcess describing Platform functionality.
• Intellectual Property: Patents, copyrights, trademarks, trade secrets, moral rights, and other intellectual property rights.
• Model: Machine learning models, AI algorithms, neural networks, or other artificial intelligence systems.
• Platform: Flowcess's cloud-based artificial intelligence development, testing, and deployment platform and related services.
• Third-Party Services: External services, APIs, or platforms integrated with or accessible through the Platform.

3. Platform Services

3.1 Service Description

Flowcess provides a comprehensive AI development platform enabling enterprises to:

• Build, train, and customize AI models and agents
• Develop AI-powered applications
• Test AI systems in controlled environments
• Deploy AI solutions across multiple platforms and environments
• Monitor, manage, and optimize AI performance
• Access pre-built AI components and templates

3.2 Service Availability

• Uptime Target: 99.9% monthly uptime (excluding scheduled maintenance)
• Maintenance Windows: Scheduled maintenance will be announced 48 hours in advance
• Support: Available during business hours with premium support options for enterprise customers

3.3 Service Modifications

Flowcess may modify, suspend, or discontinue any aspect of the Platform with thirty (30) days' written notice, except for emergency security updates which may be implemented immediately.

4. User Accounts and Access

4.1 Account Registration

• Accurate registration information required
• One account per legal entity unless explicitly authorized
• Customer responsible for account security and user access management
• Immediate notification required for unauthorized access

4.2 User Roles and Permissions

Customer may designate different user roles with varying access levels:

• Administrator: Full platform access and user management
• Developer: AI development and testing capabilities
• Viewer: Read-only access to projects and results
• Custom Roles: As defined by Customer's enterprise requirements

4.3 Account Suspension

Flowcess may suspend accounts for:

• Terms violations
• Non-payment
• Security threats
• Illegal activities
• Abuse of Platform resources

5. Acceptable Use Policy

5.1 Permitted Uses

Customer may use the Platform to:

• Develop legitimate business AI applications
• Create AI agents for lawful commercial purposes
• Test and validate AI systems
• Deploy AI solutions in compliance with applicable laws

5.2 Prohibited Uses

Customer shall NOT use the Platform to:

• Develop AI systems for illegal activities
• Create deepfakes or other deceptive AI-generated content
• Build AI for surveillance without proper legal authorization
• Generate discriminatory or biased AI models intentionally
• Develop AI weapons or autonomous lethal systems
• Create AI that violates third-party intellectual property rights
• Build AI systems that harm children or vulnerable populations
• Develop AI for fraud, spam, or malicious activities
• Reverse engineer Platform components
• Exceed allocated resource limits
• Violate any applicable laws or regulations

5.3 AI Ethics and Responsible Use

Customer agrees to:

• Implement appropriate AI bias testing and mitigation
• Provide clear disclosure when AI-generated content is used
• Respect human oversight requirements in critical applications
• Follow industry best practices for AI safety and ethics
• Comply with emerging AI regulations and frameworks

6. Customer Data and Privacy

6.1 Data Ownership

Customer retains all rights, title, and interest in Customer Data. Flowcess claims no ownership rights in Customer Data.

6.2 Data Use Rights

Customer grants Flowcess limited rights to:

• Process Customer Data to provide Platform services
• Create anonymized, aggregated analytics for service improvement
• Use Customer Data for technical support purposes
• Backup and restore Customer Data for service continuity

6.3 Data Security

Flowcess implements industry-standard security measures including:

• Encryption at rest and in transit (AES-256 minimum)
• Access controls and authentication systems
• Regular security audits and penetration testing
• SOC 2 Type II compliance
• ISO 27001 certification
• GDPR and CCPA compliance frameworks

6.4 Data Location and Transfers

• Customer Data stored in geographically distributed data centers
• International data transfers comply with applicable frameworks
• Customer may request specific data residency requirements (enterprise plans)

6.5 Data Deletion

Upon termination, Customer Data will be:

• Available for download for thirty (30) days
• Deleted from production systems within ninety (90) days
• Purged from backups within one (1) year
• Immediate deletion available upon written request (fees may apply)

7. Intellectual Property Rights

7.1 Platform Rights

Flowcess retains all rights in the Platform, including:

• Software, algorithms, and infrastructure
• Documentation and training materials
• Pre-built AI models and components
• Platform improvements and enhancements

7.2 Customer Rights

Customer retains rights to:

• Custom AI models trained with Customer Data
• Customer-developed applications and workflows
• Customer-created configurations and customizations
• Derivative works based on Customer Data

7.3 Shared Rights

For AI models created using both Platform capabilities and Customer Data:

• Customer retains rights to use models for business purposes
• Flowcess may use anonymized insights for Platform improvement
• Neither party may commercialize shared components without consent

7.4 Third-Party Content

Customer warrants that all submitted content:

• Is owned by Customer or properly licensed
• Does not infringe third-party rights
• Complies with applicable laws and regulations

8. Payment Terms

8.1 Subscription Fees

• Fees based on selected service tier and usage metrics
• Annual subscriptions paid in advance
• Monthly billing available for select plans
• Currency and payment methods as specified in Order Form

8.2 Usage-Based Charges

Additional charges may apply for:

• Compute resource consumption above plan limits
• Premium AI model access
• Advanced deployment options
• Additional data storage or transfer

8.3 Payment Terms

• Payment due within thirty (30) days of invoice date
• Late payments subject to 1.5% monthly interest charge
• Suspension of services for accounts sixty (60) days overdue
• Collection costs and attorney fees recoverable for delinquent accounts

8.4 Refund Policy

• Annual subscriptions: Pro-rated refunds available within first thirty (30) days
• Monthly subscriptions: No refunds for partial months
• Usage charges: No refunds except for documented service failures
• Enterprise agreements: Custom refund terms as negotiated

9. Warranties and Disclaimers

9.1 Limited Warranty

Flowcess warrants that the Platform will perform substantially in accordance with Documentation during the subscription term.

9.2 Customer Warranties

Customer warrants that:

• It has authority to enter this Agreement
• Customer Data does not violate laws or third-party rights
• It will use Platform in compliance with Terms and applicable laws
• AI systems developed will include appropriate safety measures

9.3 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. FLOWCESS DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.4 AI-Specific Disclaimers

• AI outputs may be unpredictable or contain errors
• Customer responsible for testing and validation before deployment
• No warranty regarding AI model accuracy or performance
• Customer responsible for compliance with AI regulations

10. Limitation of Liability

10.1 Limitation Scope

IN NO EVENT SHALL FLOWCESS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION, REGARDLESS OF LEGAL THEORY.

10.2 Liability Cap

FLOWCESS'S TOTAL LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.3 AI-Specific Limitations

Flowcess is not liable for:

• AI model outputs or decisions
• Consequences of deployed AI systems
• Third-party claims arising from Customer's AI applications
• Regulatory violations by Customer's AI implementations

10.4 Exceptions

Limitations do not apply to:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Violation of data protection laws
• Indemnification obligations

11. Indemnification

11.1 Customer Indemnification

Customer will indemnify, defend, and hold harmless Flowcess from claims arising from:

• Customer's use of the Platform
• Customer Data or AI applications
• Violation of these Terms
• Infringement of third-party rights
• Regulatory violations by Customer's AI systems

11.2 Flowcess Indemnification

Flowcess will indemnify Customer against claims that Platform infringes third-party intellectual property rights, subject to:

• Prompt written notice of claims
• Sole control of defense and settlement
• Customer cooperation in defense
• Modifications or replacements if infringement found

11.3 Mitigation

If Platform becomes subject to infringement claims, Flowcess may:

• Obtain usage rights for Customer
• Replace infringing components
• Modify Platform to avoid infringement
• Terminate affected services with refund

12. Compliance and Regulatory

12.1 General Compliance

Both parties will comply with all applicable laws, regulations, and industry standards, including:

• Data protection and privacy laws (GDPR, CCPA, etc.)
• AI governance frameworks and regulations
• Export control and trade sanctions
• Industry-specific regulations (HIPAA, SOX, etc.)

12.2 AI Governance

Customer acknowledges responsibility for:

• Implementing appropriate AI governance frameworks
• Conducting impact assessments for high-risk AI systems
• Maintaining human oversight of AI decisions
• Documenting AI system capabilities and limitations
• Complying with emerging AI regulations (EU AI Act, etc.)

12.3 Export Controls

Platform and related technology subject to export control laws. Customer warrants compliance with all applicable export restrictions.

13. Confidentiality

13.1 Mutual Obligations

Both parties agree to:

• Maintain confidentiality of Confidential Information
• Use Confidential Information solely for Agreement purposes
• Apply reasonable security measures to protect information
• Return or destroy Confidential Information upon termination

13.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no breach of Agreement
• Was known prior to disclosure
• Is independently developed without use of Confidential Information
• Must be disclosed by law or court order

14. Termination

14.1 Term Duration

Agreement effective until terminated in accordance with these Terms.

14.2 Termination Rights

Either party may terminate:

• For convenience with thirty (30) days' written notice
• Immediately for material breach if not cured within fifteen (15) days
• Immediately for insolvency or bankruptcy
• As specified in Service-Specific Terms

14.3 Effect of Termination

Upon termination:

• All rights and licenses immediately cease
• Customer Data available for download (30 days)
• Payment obligations survive for services rendered
• Confidentiality obligations survive indefinitely
• Customer must cease all Platform use

14.4 Data Retention Post-Termination

• Production data deleted within ninety (90) days
• Backup data purged within one (1) year
• Immediate deletion available (fees may apply)
• Legal hold exceptions may apply

15. Dispute Resolution

15.1 Governing Law

This Agreement governed by [STATE/COUNTRY] law, without regard to conflict of law principles.

15.2 Jurisdiction

Disputes subject to exclusive jurisdiction of courts in [JURISDICTION].

15.3 Arbitration (Optional Clause)

[Alternative: Binding arbitration under [ARBITRATION RULES] for disputes exceeding $[AMOUNT]]

15.4 Preliminary Relief

Either party may seek preliminary injunctive relief in any court of competent jurisdiction.

16. Force Majeure

Neither party liable for delays or failures due to circumstances beyond reasonable control, including:

• Natural disasters or pandemics
• Government actions or regulations
• Labor disputes or strikes
• Infrastructure failures or cyber attacks
• Supply chain disruptions

17. General Provisions

17.1 Entire Agreement

This Agreement, together with incorporated policies and Order Forms, constitutes the entire agreement and supersedes all prior agreements and understandings.

17.2 Assignment

Customer may not assign this Agreement without prior written consent. Flowcess may assign to affiliates or in connection with merger, acquisition, or sale of business.

17.3 Severability

If any provision is found unenforceable, the remainder of the Agreement remains in full force and effect.

17.4 Waiver

Failure to enforce any provision does not constitute waiver of future enforcement.

17.5 Notices

Legal notices must be sent to:

• Flowcess: [LEGAL ADDRESS AND EMAIL]
• Customer: Address provided during registration

17.6 Survival

The following provisions survive termination: Payment obligations, Intellectual Property, Confidentiality, Indemnification, Limitation of Liability, and General Provisions.

17.7 Independent Contractors

The parties are independent contractors. No agency, partnership, or joint venture is created.

17.8 Government Entities

If Customer is a government entity, additional terms may apply as specified in separate Government Terms addendum.

17.9 Export Compliance

Customer acknowledges that Platform technology is subject to export control laws and agrees to comply with all applicable restrictions.

18. AI-Specific Terms

18.1 AI Development Responsibilities

Customer acknowledges and agrees that:

• AI systems created using Platform are Customer's responsibility
• Customer must implement appropriate testing and validation procedures
• Customer is responsible for AI system behavior in production environments
• Customer must maintain records of AI system development and deployment

18.2 Model Training and Data

• Customer retains ownership of custom models trained with Customer Data
• Flowcess may use anonymized, aggregated data for Platform improvement
• Customer responsible for data quality and bias detection in training sets
• Pre-trained models subject to separate licensing terms

18.3 AI Safety and Ethics

Customer agrees to:

• Implement human oversight for high-risk AI applications
• Conduct appropriate impact assessments
• Follow responsible AI development practices
• Provide clear disclosure of AI use to end users
• Implement safeguards against harmful or discriminatory outputs

18.4 Regulatory Compliance

Customer responsible for compliance with AI-specific regulations including:

• EU Artificial Intelligence Act
• NIST AI Risk Management Framework
• Industry-specific AI guidelines
• Local AI governance requirements

19. Data Processing Addendum

19.1 Data Controller Relationship

Customer acts as data controller for Personal Data processed through Platform. Flowcess acts as data processor.

19.2 Processing Instructions

Flowcess will process Personal Data only on documented instructions from Customer, except where required by law.

19.3 Data Protection Measures

• Technical and organizational measures as detailed in Security Documentation
• Regular security assessments and updates
• Incident response procedures
• Data breach notification within 72 hours

19.4 Subprocessors

Current subprocessor list available at [URL]. Customer will be notified of changes with opportunity to object.

20. Service Level Agreement

20.1 Uptime Commitment

• Standard Tier: 99.5% monthly uptime
• Professional Tier: 99.9% monthly uptime
• Enterprise Tier: 99.95% monthly uptime

20.2 Performance Metrics

• API response time targets
• Model inference latency benchmarks
• Data processing throughput guarantees
• Support response time commitments

20.3 Service Credits

Automatic service credits for uptime failures:

• Below 99.9%: 10% monthly fee credit
• Below 99.5%: 25% monthly fee credit
• Below 99.0%: 50% monthly fee credit

21. Beta and Experimental Features

21.1 Beta Services

Beta features provided "AS IS" without warranties or service level guarantees. Flowcess may discontinue beta features without notice.

21.2 Feedback License

Customer grants Flowcess license to use feedback, suggestions, and feature requests for Platform improvement without compensation.

21.3 Experimental AI Models

Access to experimental models subject to additional restrictions and may require separate agreements.

22. Security Incident Response

22.1 Incident Classification

• Critical: Unauthorized access to Customer Data
• High: Service unavailability affecting multiple customers
• Medium: Performance degradation or feature limitations
• Low: Minor issues with workarounds available

22.2 Notification Timeline

• Critical incidents: Immediate notification (within 1 hour)
• High incidents: Within 4 hours
• Medium incidents: Within 24 hours
• Security breach involving Personal Data: Within 72 hours

22.3 Incident Response

Flowcess will:

• Investigate and contain security incidents
• Provide regular updates during resolution
• Conduct post-incident analysis
• Implement preventive measures

23. Professional Services

23.1 Consulting Services

Optional professional services available including:

• AI strategy consulting
• Custom model development
• Integration assistance
• Training and certification programs

23.2 Service Delivery

Professional services governed by separate Statements of Work incorporating these Terms by reference.

23.3 Deliverables

All deliverables from professional services become Customer property upon full payment, subject to Flowcess's underlying intellectual property rights.

24. Third-Party Integrations

24.1 Third-Party Services

Platform may integrate with third-party services subject to:

• Third-party terms and conditions
• Separate privacy policies
• Additional usage restrictions
• Potential service interruptions

24.2 Third-Party Liability

Flowcess not responsible for third-party service failures, data breaches, or terms violations.

24.3 API Usage

Customer's use of third-party APIs through Platform subject to respective API terms and usage limits.