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Effective Date: 11/1/2026
These Terms replace the Terms of Service dated 8 April 2026. Existing customers were notified of this version by email at least 30 days before the Effective Date. Prior versions and the dates each was in force are available on request.
These Terms of Service ("Terms") govern access to and use of FlowPath's website (the "Site") and its facilities-management software and related products, services, support and documentation (together with the Site, the "Services"), which are owned and operated by FlowPath Corporation Inc., a Delaware corporation ("FlowPath", "we", "our" or "us").
1. Agreement, parties and documents
1.1 Who is bound. These Terms are a binding agreement between FlowPath and the organisation that subscribes to or uses the Services ("Customer", "you" or "your"). If you register for, access or use the Services on behalf of a company, institution, public body or other legal entity, you represent that you are authorised to bind that entity and "you" means that entity. If you use the Services as an individual (for example on a free trial), you are the Customer. By accessing, registering for or using the Services you acknowledge that you have read and understood these Terms and agree to be bound by them. If you do not agree, do not use the Services.
1.2 Documents that make up the agreement. The agreement between FlowPath and Customer consists of: (a) any order form, quote or written agreement signed or accepted by both parties (an "Order"); (b) these Terms; (c) the FlowPath Privacy Policy at https://www.getflowpath.com/privacy-policy, which is incorporated by reference; (d) where entered into, the FlowPath Data Processing Addendum (the "DPA") and its annexes; and (e) for eligible public-sector and public-education customers, the SLED Addendum at the end of these Terms. In the event of conflict: an executed DPA prevails over these Terms in respect of the processing of personal data; a signed Order prevails over these Terms as to the specific commercial terms it states; and the SLED Addendum prevails over these Terms to the extent it applies.
1.3 Authorised Users. Customer may permit its employees, contractors and agents, and (through requester and vendor functions) individuals who submit or fulfil maintenance requests for Customer's facilities, to use the Services ("Authorised Users"). Customer is responsible for its Authorised Users' compliance with these Terms.
2. The Services
2.1 Description. The Services provide a cloud-based platform for facilities and operations management: work-order intake and management, asset, equipment and inventory records, preventive maintenance, events, vendor coordination, notifications, reporting and, where licensed, AI-assisted features.
2.2 Changes to the Services. FlowPath may modify, upgrade and update the Services. FlowPath will not materially reduce the core functionality of the Services during Customer's subscription term except where required to comply with law or to address a security risk, and will give Customer reasonable notice of any material change.
2.3 Beta Versions. FlowPath may make available functionality designated as beta, pilot, preview or similar ("Beta Versions"). Beta Versions are for evaluation, may be changed or withdrawn at any time, may be subject to additional terms and are provided without warranty or service commitment.
2.4 AI-assisted features. Certain features use large-language-model technology, including an AI Assistant and optional AI agent teams. AI-assisted features are off by default and require an administrator to license and assign them. Where enabled: (a) actions the AI Assistant proposes are presented to the user for review and approval before execution, unless an administrator has expressly enabled autonomous mode for a given assistant; (b) autonomous mode is opt-in, is controlled per assistant at administrator level, and is limited to a fixed set of operational actions that excludes changes to user accounts, authentication or approval settings; (c) the AI Assistant operates within the requesting user's permissions and grants no additional access; (d) AI conversations and inputs are not used to train FlowPath's or any provider's models; and (e) Customer is responsible for reviewing and verifying AI-generated outputs and actions before relying on them. FlowPath does not guarantee the accuracy, completeness or appropriateness of AI-generated output.
2.5 Support. FlowPath provides support through in-application chat, email (support@getflowpath.com) and Customer's customer success contact during FlowPath's business hours, and as otherwise stated in an Order.
3. Accounts and Customer responsibilities
3.1 Eligibility and accuracy. Each Authorised User must be at least 18 years of age or the age of majority where they reside, and must provide accurate account information and keep it current. Accounts are for a single named individual; credentials may not be shared.
3.2 Account security. Customer is responsible for maintaining the confidentiality of its Authorised Users' credentials, for all activity under its accounts, and for promptly notifying FlowPath at support@getflowpath.com of any suspected unauthorised use. FlowPath offers single sign-on and enforces server-side access controls; Customer is responsible for configuring roles, permissions, scopes, integrations and optional features appropriately for its use and for enforcing multi-factor authentication through its identity provider where it requires it.
3.3 Compliance and lawful data. Customer shall use the Services in compliance with applicable law and shall not submit special-category or sensitive personal data, protected health information, payment-card data or government identifiers to the Services. Customer is responsible for having the rights, notices and consents needed to submit Customer Data and to instruct FlowPath to process it.
3.4 Communications. FlowPath will send Authorised Users service and account communications. Marketing communications are sent only to business contacts who have not opted out; every marketing email carries an unsubscribe link.
4. Customer Data, content licence and feedback
4.1 Ownership. As between the parties, Customer owns all data, information, materials, photographs, files and other content that Customer or its Authorised Users submit to the Services, and all data the Services generate from it for Customer's use ("Customer Data"). FlowPath acquires no rights in Customer Data other than the limited licence in section 4.2.
4.2 Limited licence to FlowPath. Customer grants FlowPath a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, process and create derivative works of Customer Data solely as necessary to provide, maintain, secure and support the Services for Customer, to prevent or address service or technical problems, as instructed by Customer, and as required by law. This licence ends when Customer Data is deleted under section 5.7, except for copies retained under the backup and archive schedule described there, which remain subject to these Terms and the DPA.
4.3 Release of rights granted under prior Terms. Versions of these Terms in force before 1 November 2026 granted FlowPath a broad, perpetual and sublicensable licence to use, publish and modify Customer content and to use Customer's name and logo for promotional purposes. FlowPath expressly waives and releases all rights granted to it under those prior provisions, for every current and former customer, with effect from 1 November 2026. From that date FlowPath's rights in Customer Data are only those in section 4.2, and FlowPath will use Customer's name or logo in marketing only with Customer's prior written permission, which Customer may withdraw at any time by emailing support@getflowpath.com.
4.4 Usage Data. FlowPath may collect and use technical and usage information about the operation of the Services (for example feature usage, performance metrics and error data) to operate, secure, support and improve the Services, provided that such information is not used to identify Customer, any Authorised User or any other individual to third parties and is not shared in a form that does so.
4.5 Sharing within the Services. Customer Data is visible to other Authorised Users of Customer's own instance according to the roles, scopes and settings Customer configures, and to vendors, requesters or public-form users only to the extent Customer chooses to share it with them. FlowPath is not responsible for how Customer's Authorised Users or the recipients Customer chooses use Customer Data.
4.6 Feedback. If Customer or an Authorised User provides suggestions or feedback about the Services, FlowPath may use it without restriction or obligation, provided FlowPath does not identify the source without permission.
5. Data protection
This section applies to every Customer, including self-serve and trial Customers who have not entered into the DPA. A Customer that requires a signed data-protection instrument may request the DPA at privacy@getflowpath.com; when entered into, the DPA governs the processing of personal data in place of this section, and its annexes (including transfer terms for the United Kingdom, the European Economic Area and Switzerland, and Canada) apply as stated in it.
5.1 Roles. For personal data contained in Customer Data, Customer is the controller (or the organisation accountable under applicable law) and FlowPath is the processor or service provider. FlowPath is an independent controller of the personal data it processes for its own purposes (Customer's administrative and billing contacts, support interactions, security and audit records, product telemetry and marketing records), which it processes in accordance with its Privacy Policy.
5.2 Processing on instructions. FlowPath processes personal data in Customer Data only to provide the Services as Customer configures and instructs, and not for any other purpose. FlowPath does not sell Customer Data, does not use it for advertising, and does not use it to train artificial-intelligence models. FlowPath will inform Customer if it believes an instruction infringes applicable data-protection law.
5.3 Confidentiality of personnel. FlowPath ensures that its personnel who may access Customer Data are bound by written confidentiality obligations, are trained in data protection and security, and access Customer Data only to the extent necessary. All FlowPath personnel with production access are FlowPath employees based in the United States.
5.4 Security. FlowPath implements and maintains the technical and organisational security measures described in section 6 and in its Data & Security Overview, and will not materially reduce the overall level of protection during Customer's subscription term.
5.5 Sub-processors. FlowPath uses third-party sub-processors to provide the Services, each bound by written data-protection terms no less protective than this section. The current list, with locations and the data each processes, is provided to Customer on request. FlowPath will give Customer at least 30 days' notice by email to Customer's contract notice address before engaging a new or replacement sub-processor that will process personal data in Customer Data. Customer may object on reasonable data-protection grounds within that period; if FlowPath cannot accommodate the objection, Customer may terminate the affected Services and receive a refund of prepaid fees for the period after termination.
5.6 Data subject requests. Most requests from individuals can be actioned by Customer's administrators within the Services. FlowPath will promptly forward to Customer any request it receives about personal data in Customer Data, will not respond to it other than to acknowledge receipt and direct the requester to Customer, and will assist Customer in responding within 10 business days of a documented request for assistance, or sooner where the statutory deadline requires.
5.7 Return and deletion. Customer may export Customer Data in a commonly used, machine-readable format (CSV) at any time during the term at no additional charge. On termination or expiry, Customer has 30 days to export Customer Data, after which FlowPath deletes it from live production systems within 30 days. Copies persist for a limited further period in backups, locked archives and logs, and are removed on the retention schedule stated in the Privacy Policy and the DPA; deletions in production are propagated to the analytics replica and search indices within 7 days. Such copies are not accessed or used for any other purpose.
5.8 Security incidents. FlowPath will notify Customer's designated security or contract contact without undue delay, and in any event within 72 hours, after becoming aware of a personal data breach affecting Customer Data, describing what is known about the nature and scope of the incident and the measures taken, and will provide reasonable assistance with Customer's own notification obligations. Notification is not an admission of fault.
5.9 Assistance and information. FlowPath will provide reasonable assistance with data protection impact assessments and regulator consultations relating to the Services, and will make available on request the information reasonably necessary to demonstrate compliance with this section: the DPA and its annexes, the Data & Security Overview, its security policy summary (under confidentiality), its most recent completed HECVAT, its hosting providers' attestations, and written answers to reasonable questions. Audits beyond this are available under the terms of the DPA.
5.10 Where data is processed and international transfers. Customer Data is stored and processed in the United States. One sub-processor processes FlowPath's application-monitoring data (not Customer instance data) in the European Economic Area. Customer Data originating outside the United States is transferred to the United States. For Customers subject to the UK GDPR, the EU GDPR, the Swiss Federal Act on Data Protection or Canadian privacy law, the DPA contains the transfer terms and jurisdiction-specific commitments that those laws require, and FlowPath maintains a transfer risk assessment available on request. FlowPath will notify Customer where lawful if it receives a public-authority request for Customer Data, will challenge requests it considers unlawful, and does not voluntarily disclose Customer Data to public authorities.
6. Security commitments
6.1 FlowPath's obligations. FlowPath maintains a written Information Security Program owned by its Chief Technology Officer and reviewed at least annually, and the controls described in its Data & Security Overview (available on request), including: encryption of data in transit (TLS 1.2 or higher) and at rest (AES-256, including backups) with keys managed in a cloud key-management service; role-based access control enforced server-side on every request; tenant isolation at the application and database layers; least-privilege, multi-factor-authenticated staff access to production, logged and reviewed; web application firewall, intrusion detection and continuous threat monitoring with on-call response; security audit logging of authentication, privilege and export events retained for at least 60 days; encrypted, replicated backups with 35-day point-in-time recovery and a documented, annually tested disaster recovery plan with 24-hour recovery point and recovery time objectives; static analysis, dependency review and secret scanning on every code change; a documented Incident Response Plan; and cyber-risk insurance of not less than US$2,000,000. FlowPath is not itself SOC 2 or ISO 27001 certified; it aligns its controls to the SOC 2 Trust Services Criteria, inherits its hosting providers' attestations, and maintains a completed HECVAT.
6.2 Shared responsibility. Customer is responsible for the security of its own systems, networks and devices; for administering its tenant (provisioning and deprovisioning users, assigning roles and scopes, configuring single sign-on and enforcing multi-factor authentication through its identity provider); for the accuracy of the permissions it configures; and for any third-party service it chooses to connect to the Services.
6.3 Security testing. Customer may conduct penetration testing of its own instance under a written rules-of-engagement agreement with FlowPath. FlowPath will remediate confirmed vulnerabilities within timeframes commensurate with severity.
7. FlowPath's intellectual property; licence to Customer
7.1 Licence. Subject to these Terms and payment of applicable fees, FlowPath grants Customer a limited, non-exclusive, non-transferable, non-sublicensable licence during the subscription term for its Authorised Users to access and use the Services for Customer's internal facilities-management purposes, through the interfaces and integrations FlowPath makes available.
7.2 Restrictions. Except as expressly permitted in these Terms or by law, Customer shall not: copy, modify, or create derivative works of the Services; reverse engineer, decompile or attempt to derive the source code of the Services; resell, sublicense, rent or provide the Services to third parties as a service bureau (other than to Authorised Users, including in a channel arrangement agreed in an Order); remove proprietary notices; use the Services to build a competing product; or access the Services by automated means other than FlowPath's documented API and integrations.
7.3 Ownership. The Services, their software, documentation, design and all improvements are owned by FlowPath and its licensors and are protected by intellectual-property law. All rights not expressly granted are reserved. Customer may not use FlowPath's trademarks without written permission.
8. Fees and payment
8.1 Subscriptions and billing. The Services are billed on a subscription basis, in advance, on the monthly or annual billing cycle stated in the Order or selected at purchase ("Billing Cycle").
8.2 Free Trial. FlowPath may offer a free trial for a limited period or with limited access. FlowPath may modify or end a free trial offer at any time. Trial accounts with no sign-in for 90 days are deleted.
8.3 Cancellation. To cancel a subscription renewal, Customer must give written notice to support@getflowpath.com at least 30 days before the end of the current Billing Cycle. Notice is effective on FlowPath's confirmation of receipt.
8.4 Auto-renewal. Unless cancelled with 30 days' written notice, subscriptions renew automatically for successive annual terms with a minimum 5% increase in the subscription fee. FlowPath will notify Customer by email at least 30 days before the renewal date of any change to the subscription fee or renewal terms.
8.5 Late payment. Payments not received within 15 days after the invoice due date are delinquent. Payments delinquent for more than 60 days accrue interest at 1.5% per month (rounded to the full month, no proration) from the invoice due date. FlowPath may suspend or terminate access to the Services if payment is not received within 30 days of the invoice due date, after written notice; suspension does not relieve Customer of its payment obligations, including applicable interest and collection costs.
8.6 Pricing adjustments. The minimum 5% increase applies to the base subscription price and excludes additional charges incurred during the prior Billing Cycle. FlowPath may otherwise modify subscription fees effective at the end of the then-current Billing Cycle, with reasonable prior notice so that Customer may terminate before the change takes effect. Continued use after a fee change takes effect constitutes acceptance of it.
8.7 AI-assisted features and add-ons. AI-assisted features, including AI agent teams, may be offered as add-ons at separate pricing requiring explicit licence assignment, subject to any additional terms communicated at purchase and to the pricing-adjustment provisions above.
8.8 Taxes. Fees exclude taxes. Customer is responsible for applicable sales, use, VAT, GST and similar taxes other than taxes on FlowPath's income, unless Customer provides a valid exemption certificate.
9. Acceptable use
Customer and its Authorised Users shall not use the Services to: violate any law or the rights of others; upload or transmit malicious code; interfere with the security, integrity or performance of the Services or others' use of them; attempt to gain unauthorised access to any system, network, account or data; monitor or intercept data not intended for them; transmit unsolicited bulk communications or misrepresent message origins; collect credentials or identity information by automated means; post or transmit content that is unlawful, defamatory, harassing, obscene or infringing, or that they have no right to transmit; falsify identity or impersonate any person or entity, including a FlowPath representative; use the Services while operating a motor vehicle; or use the Services to recruit for or build a competing service. FlowPath may suspend accounts engaged in such conduct after notice, or without notice where necessary to protect the Services or others.
10. Copyright complaints
FlowPath respects intellectual-property rights and expects its Customers to do the same. FlowPath may remove content it reasonably believes infringes the rights of others and may terminate the accounts of repeat infringers. If you believe in good faith that your copyright has been infringed through the Services, send a written notice with the details required by the Digital Millennium Copyright Act to support@getflowpath.com.
11. Term, suspension and termination
11.1 Term. These Terms apply from Customer's first use of the Services and continue for the subscription term in the Order and any renewals, or, for Customers without an Order, for as long as Customer uses the Services.
11.2 Suspension. FlowPath may suspend access to the Services, in whole or part, where reasonably necessary to prevent harm to the Services, other customers or third parties, to comply with law, or for non-payment under section 8.5, giving as much notice as is reasonable in the circumstances and restoring access promptly once the cause is resolved.
11.3 Termination for cause. Either party may terminate the agreement on written notice if the other party materially breaches it and fails to cure within 30 days of notice (or immediately for a breach that cannot be cured). Customer may also terminate under sections 5.5 and 18.2.
11.4 Effect of termination. On termination or expiry, Customer's licence ends and Customer shall cease using the Services. Customer may export Customer Data during the 30-day export window in section 5.7, after which FlowPath deletes Customer Data as that section provides. Termination does not relieve Customer of amounts owed for the period before termination. Where FlowPath terminates other than for Customer's breach, or Customer terminates for FlowPath's uncured breach, FlowPath will refund prepaid fees for the unexpired portion of the term. Sections 4.3, 4.6, 5.7, 7.3, 8 (as to amounts owed), 13 to 19 and any other provision that by its nature should survive, survive termination.
12. Warranties and disclaimers
12.1 Mutual. Each party warrants that it has the authority to enter into these Terms.
12.2 FlowPath. FlowPath warrants that the Services will perform materially in accordance with FlowPath's then-current documentation and that FlowPath will provide the Services with reasonable skill and care and in compliance with applicable law. Customer's remedy for breach of this warranty is for FlowPath to correct the non-conformity or, if FlowPath cannot do so within a reasonable time, for Customer to terminate the affected Services and receive a refund of prepaid fees for the unexpired term.
12.3 Availability. FlowPath aims to make the Services available at all times other than for scheduled maintenance, of which it gives advance notice where practicable, but the Services may be affected by factors outside FlowPath's control, including third-party service failures and network conditions.
12.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND FLOWPATH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. FLOWPATH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. AI-GENERATED OUTPUTS AND ACTIONS ARE NOT GUARANTEED TO BE COMPLETE, ACCURATE OR APPROPRIATE FOR CUSTOMER'S CIRCUMSTANCES, AND CUSTOMER IS RESPONSIBLE FOR REVIEWING AND VERIFYING THEM BEFORE RELYING ON THEM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE THEY ARE LIMITED TO THE EXTENT PERMITTED BY LAW.
13. Limitation of liability
13.1 Exclusion of indirect loss. TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY, NOR FLOWPATH'S AFFILIATES, EMPLOYEES, AGENTS OR LICENSORS, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Cap. TO THE EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE DPA AND THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO FLOWPATH FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS IS A SINGLE CAP THAT APPLIES TO ALL CLAIMS TOGETHER, INCLUDING CLAIMS ARISING FROM A SECURITY INCIDENT OR BREACH OF SECTION 5 OR 6 OR OF THE DPA, AND ACROSS ALL INSTANCES, ORDERS AND END CLIENTS UNDER THE AGREEMENT. FOR A CUSTOMER ON A FREE TRIAL, THE CAP IS ONE HUNDRED US DOLLARS (US$100).
13.3 Exceptions. The exclusions and cap above do not apply to Customer's obligation to pay fees, or to any liability that cannot be limited or excluded under applicable law. Nothing in these Terms limits either party's liability to individuals or regulators under data-protection law where that law does not permit it.
13.4 Basis of the bargain. The parties agree that the limitations in this section reflect the allocation of risk between them and are an essential basis of the bargain, are reflected in FlowPath's pricing, and apply notwithstanding the failure of essential purpose of any limited remedy.
14. Indemnities
14.1 By FlowPath. FlowPath will defend Customer against any third-party claim alleging that the Services, as provided by FlowPath and used in accordance with these Terms, infringe a United States patent, copyright or trademark or misappropriate a trade secret, and will pay damages finally awarded or agreed in settlement. If such a claim is made or FlowPath believes one is likely, FlowPath may modify the Services so they are non-infringing, procure the right for Customer to continue using them, or, if neither is commercially reasonable, terminate the affected Services and refund prepaid fees for the unexpired term. FlowPath has no obligation for claims arising from Customer Data, Customer's modifications, combination with items not provided by FlowPath, or use in breach of these Terms.
14.2 By Customer. To the extent permitted by applicable law, Customer will defend FlowPath and its affiliates, officers, employees and agents against any third-party claim arising from Customer Data, Customer's or its Authorised Users' breach of section 3.3 or section 9, or Customer's violation of law or of the rights of a third party, and will pay damages finally awarded or agreed in settlement.
14.3 Procedure. The indemnified party must promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defence and settlement (provided no settlement imposes obligations on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.
15. Confidentiality
Each party will keep confidential the non-public information it receives from the other in connection with the Services that is marked or would reasonably be understood to be confidential — including Customer Data, FlowPath's security documentation and non-public pricing — will use it only to perform under these Terms, and will protect it with at least reasonable care. Confidential information may be disclosed to employees, advisers and sub-processors who need to know it and are bound by confidentiality, or where required by law (with notice to the other party where lawful). This section does not apply to information that is public through no fault of the recipient, was already known to it, is independently developed, or is received from a third party without restriction. Public-sector Customers' disclosure obligations under public-records law are addressed in the SLED Addendum.
16. Dispute resolution, governing law and venue
16.1 Small claims arbitration option. Excluding claims for injunctive or other equitable relief, for any claim where the total amount sought is less than US$10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration administered by an established alternative-dispute-resolution provider agreed by the parties, conducted by telephone, online or on written submissions as chosen by the initiating party. Judgment on the award may be entered in any court of competent jurisdiction. Any dispute-resolution proceeding will be conducted only on an individual basis and not in a class, consolidated or representative action. If a claim proceeds in court, each party waives any right to a jury trial to the extent permitted by law.
16.2 Governing law and venue. These Terms are governed by the laws of the State of Georgia, without regard to its conflict-of-laws rules. Subject to section 16.1, the state and federal courts located in Atlanta, Georgia have exclusive jurisdiction and venue over any action arising out of or relating to these Terms or the Services, and each party consents to that jurisdiction and venue. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information. Data-transfer clauses incorporated by the DPA are governed by the law those clauses specify.
16.3 Time limit. Subject to applicable law, any claim arising out of or relating to these Terms or the Services must be commenced within one year after the cause of action accrues.
17. Notices
FlowPath may give notices to Customer by email to the contract notice address on Customer's Order or account, or to Customer's administrator email address, and by posting notices in the Services or on the Site. Notices to FlowPath must be sent by email to support@getflowpath.com (general and commercial matters) or privacy@getflowpath.com (data-protection and security matters), with a copy by post to FlowPath Corporation Inc., 8735 Dunwoody Place, Suite 13432, Atlanta, GA 30350, USA for notices of breach or termination. Email notices are deemed received 24 hours after sending unless the sender receives a delivery failure.
18. Changes to these Terms
18.1 Notice of material changes. FlowPath may update these Terms. If a change materially affects Customer's rights or obligations, FlowPath will notify Customer by email to its contract notice address and by posting the updated Terms with a new effective date at least 30 days before the change takes effect.
18.2 Right to object. If Customer objects to a material change, it may terminate the affected subscription by written notice before the change takes effect and receive a refund of prepaid fees for the unexpired term. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.
18.3 Changes effective immediately. Changes that are required by law or regulation, that correct non-substantive errors or clarify wording without changing substance, or that are solely in Customer's favour may take effect on posting.
18.4 Version of record. Disputes are resolved under the version of these Terms in force when the events giving rise to the dispute occurred. FlowPath keeps every prior version with the dates it was in force and provides copies on request.
19. General
19.1 Entire agreement. The documents listed in section 1.2 constitute the entire agreement between the parties regarding the Services and supersede all prior agreements and understandings on the subject. Terms in a Customer purchase order or similar document that conflict with or add to these Terms have no effect unless FlowPath has expressly accepted them in writing.
19.2 Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign them to a successor in a merger, acquisition or sale of substantially all its assets, on written notice; FlowPath will notify Customer of any such assignment.
19.3 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control.
19.4 Independent contractors; no third-party beneficiaries. The parties are independent contractors. Except as expressly stated in these Terms or the DPA (including data subjects' rights under transfer clauses incorporated by the DPA), there are no third-party beneficiaries.
19.5 Severability; waiver; headings. If any provision is held unenforceable, it will be limited to the minimum extent necessary and the remainder will remain in effect. A party's failure to enforce a provision is not a waiver of it. Headings are for convenience only.
19.6 Export and sanctions. Customer shall not use the Services in violation of United States export-control or sanctions laws.
19.7 Public-sector Customers. The SLED Addendum below forms part of these Terms for eligible state, local-government and public-education Customers.
19.8 Contact. Questions, complaints or claims: support@getflowpath.com. Data-protection matters: privacy@getflowpath.com.
State, Local Government, and Higher Education Addendum (SLED Addendum)This State, Local Government, and Higher Education Addendum ("SLED Addendum") is incorporated into and forms part of the Terms of Service ("Agreement") between FlowPath Corporation Inc. ("FlowPath") and Customer identified on the Order. This SLED Addendum applies only to state, local, or public education entities created by the laws (including constitution or statute) of the applicable state ("SLED"). FlowPath acknowledges that statutes and regulations governing SLED customers may sometimes require that certain terms in commercial supplier agreements be limited and may be ineffective and inoperative. Therefore, to the extent the deviations set forth in this SLED Addendum are required by applicable law, FlowPath and Customer agree that the following provisions take precedence over any conflicting terms in the Agreement. Capitalized terms used but not otherwise defined in this SLED Addendum shall have the meanings given to them in the Agreement.
SLED Terms
1. Public Disclosure LawsFlowPath acknowledges that some or all of the terms of the Agreement, including the terms and conditions thereof, related Orders, Statements of Work, other attachments, or pricing information, may be subject to Right-to-Know or Freedom of Information Laws. If Customer requires any assistance from FlowPath in any matter arising out of such laws related to this Agreement, it shall notify FlowPath as required by applicable law using the notice contact information in the Agreement. If FlowPath reasonably considers any part of the request to include a trade secret or Confidential Information, FlowPath shall, to the extent permitted by applicable law, promptly notify Customer explaining why the requested material is exempt.
2. Fees and TaxesFlowPath understands that Customer may be subject to applicable laws governing payment, including availability of funds, timing of payments, late payment interest penalties, and taxes.
3. Indemnification, Defense3.1 Indemnification. To the extent applicable law prohibits Customer from indemnifying FlowPath, any terms or conditions in the Agreement requiring Customer to indemnify FlowPath shall be deemed void and not binding against Customer.3.2 Government Control of Defense. Any provision of the Agreement requiring FlowPath to defend or indemnify Customer is hereby amended, to the extent required by applicable laws, to provide that the applicable State Attorney General's Office has the sole right to represent the SLED entity in litigation and other formal proceedings.
4. Statute of LimitationsThe applicable state statute of limitations applies to any claim.
5. Termination for Non-Appropriation FlowPath understands that Customer may be dependent on the appropriation of funding by a granting agency, municipality, region, state, or governing body. In the event that funds are not appropriated or otherwise made available to Customer to support the continued performance of this Agreement or any Order thereunder, Customer shall have the right to terminate the Order upon reasonable prior written notice, and FlowPath shall cease performance as of the termination effective date. Customer will not, however, be entitled to a refund or offset of previously paid but unused fees.
6. Non-RenewalFlowPath agrees that any Order shall not automatically renew where impermissible by law.
7. Controlling Law, Venue, Sovereign Immunity, and Disputes
7.1 Controlling Law. The Agreement and any disputes arising out of or related thereto shall be governed by the laws of the state pursuant to which Customer is created. With respect to all disputes arising out of or related to the Agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in such state.
7.2 Sovereign Immunity. Nothing in the Agreement shall be interpreted to waive any sovereign immunity protections of Customer.
7.3 Arbitration. Any language requiring arbitration is hereby deleted.If you have any questions, complaints, or claims, you may contact FlowPath at support@getflowpath.com.
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