100% Comprehensive Liability Shield ActiveVersion v2.0.0 • Official Legal Agreement
Platform Master Terms of Service & SaaS Agreement
Please read these terms carefully. This binding agreement establishes hard operational tier quotas, our strict no-refund policy, zero-knowledge cryptographic terms, and comprehensive limitation of liability across all healthcare, legal, POS, contractor, and AI features.
1. Acceptance of Terms & Master Subscription Agreement
This Master Subscription Agreement ("Agreement" or "Terms") constitutes a legally binding contract between BoFlows Inc. ("BoFlows", "Company", "we", "us", or "our") and the individual or legal entity subscribing to or accessing the BoFlows Business Operating Platform ("Customer", "you", or "your").
By registering an account, provisioning a workspace, clicking "I Agree", executing an order form, or otherwise accessing or using the services, applications, APIs, or client portals (collectively, the "Services"), you agree to be bound by these Terms. If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have full legal authority to bind such entity. If you do not have such authority, or if you do not agree with each provision of these Terms, you must not accept these Terms and may not access or use the Services.
These Terms apply to all authorized workspace users, including Administrators, Standard Members, Field Staff, Contractors, and Guest Clients accessing the platform via magic links or client portals.
2. Subscription Tiers, Operational Quotas & Anti-Theft Gating
The Services are offered under tiered subscription plans, each governed by strict operational limits, resource quotas, and feature entitlements.
2.1 Live Subscription Tiers and Quotas:
• Solo Starter ($9.99/mo | $99/yr): Maximum 1 User Seat, 5 Active Clients, 5 Active Projects.
• Solo Pro ($29/mo | $290/yr): Maximum 1 User Seat, 10 Active Clients, 10 Active Projects, All 7 Industry Archetypes, AI Assistant.
• Solo Business ($59/mo | $590/yr): Maximum 2 User Seats, 20 Active Clients, 20 Active Projects, Custom White-Label Domain, Advanced CRM.
• Team Starter ($99/mo | $990/yr): Maximum 10 User Seats, 50 Active Clients, 50 Active Projects, Role-Based Access Control (RBAC), POS Register.
• Team Pro ($199/mo | $1990/yr): Maximum 30 User Seats, 150 Active Clients, 150 Active Projects, Multi-Country Statutory Payroll, General Ledger, Audit Trails.
• Team Business ($399/mo | $3990/yr): Maximum 100 User Seats, Unlimited Clients, Unlimited Projects, Enterprise Single Sign-On (SSO), Multi-Subsidiary Ledgers, Dedicated Support.
2.2 Programmatic Enforcement and Anti-Bypass:
Operational limits are programmatically enforced at the application and database layer. If your workspace reaches its quota for users, clients, projects, or API operations, any attempt to create additional entities will be rejected with an immediate 403 Forbidden or SUBSCRIPTION_LIMIT_REACHED response. You expressly acknowledge that BoFlows bears no liability for blocked entity creations, paused workflows, or unsaved drafts resulting from your failure to maintain adequate tier capacity. Any attempt to circumvent, tamper with, or bypass quota enforcement mechanisms constitutes a material breach and grounds for immediate termination without refund.
3. 14-Day Free Trial, Auto-Conversion & Payment Terms
3.1 14-Day Evaluation Trial:
New workspaces may be granted a 14-day free trial. During the trial, you have access to plan features subject to trial operational limits. A valid payment method (credit card) must be provided upon account registration.
3.2 Automatic Conversion:
Unless you cancel your subscription through the billing settings dashboard before 23:59 UTC on the 14th day of your trial, your trial will automatically convert into a paid, recurring subscription. You authorize BoFlows to immediately charge the payment method on file for the applicable recurring subscription fee (monthly or annually, as selected during registration).
3.3 Recurring Billing & Taxes:
All subscriptions automatically renew at the expiration of each billing cycle unless canceled prior. All fees are quoted and payable in United States Dollars (USD), exclusive of any applicable sales, use, value-added (VAT), excise, or withholding taxes, which shall be your sole responsibility.
4. Strict No-Refund & No-Proration Policy
4.1 100% Non-Refundable Payments:
ALL FEES PAID TO BOFLOWS (INCLUDING MONTHLY SUBSCRIPTIONS, ANNUAL COMMITMENTS, ADD-ON CREDITS, AND IMPLEMENTATION FEES) ARE PREPAID, FINAL, AND STRICTLY 100% NON-REFUNDABLE UNDER ALL CIRCUMSTANCES.
4.2 No Prorated Refunds or Credits:
If you cancel your subscription, downgrade your tier, or reduce user seats prior to the end of your prepaid billing period:
a) Your cancellation or downgrade will take effect strictly at the end of the current paid billing cycle;
b) You will retain access to your paid tier until the expiration of the current cycle;
c) You will NOT receive any refund, cash return, account credit, or prorated adjustment for unused days, unused seat quotas, or unconsumed resources.
5. Chargeback Waiver, Administrative Recovery Fee & Account Freezes
5.1 Dispute Requirement:
You agree that before initiating any payment dispute, chargeback, or reversal request with your credit card issuer, bank, or payment provider, you must first contact BoFlows Billing Support at billing@boflows.com and allow thirty (30) calendar days for good-faith investigation and resolution.
5.2 Chargeback Waiver & Penalties:
In the event that you initiate an unauthorized, fraudulent, or bad-faith chargeback:
a) BoFlows reserves the right to immediately suspend or permanently terminate your workspace and all associated user accounts;
b) You agree to pay BoFlows a liquidated administrative processing fee of Fifty Dollars ($50.00 USD) per chargeback, plus all reasonable collection costs and attorneys' fees incurred in disputing the chargeback;
c) BoFlows shall have the right to report non-payment to credit reporting agencies and commercial collections authorities.
6. Healthcare, Medical Practice & Clinic EMR Malpractice Immunity
6.1 Administrative Software Only — Not a Medical Device:
BoFlows provides administrative practice management tools (appointment scheduling, patient demographics, administrative notes, and invoicing). BOFLOWS IS NOT A HEALTHCARE PROVIDER, HOSPITAL, CLINIC, PHARMACY, DIAGNOSTIC TOOL, OR MEDICAL DEVICE UNDER APPLICABLE LAW (INCLUDING 21 U.S.C. § 360c).
6.2 No Medical Advice or Clinical Decision Support:
The Services do NOT provide medical advice, diagnosis, triage, treatment recommendations, drug interaction checks, or clinical decision support. The Services are not intended to replace professional medical judgment.
6.3 Complete Professional Liability Immunity:
All clinical care, triage, diagnosis, treatment plans, prescriptions, dosage calculations, and patient communications remain the 100% sole and exclusive legal liability of the licensed medical practitioner, clinic, or healthcare entity using the Services. Under no circumstances shall BoFlows, its officers, directors, employees, or licensors be liable for any patient injury, illness, worsening of condition, death, malpractice claim, medical board investigation, or statutory penalty arising out of or related to the use or inability to use the Services.
7. Legal Practice, Trust Accounting (IOLTA) & Fiduciary Disclaimer
7.1 Not a Law Firm:
BoFlows is a technical software platform. BOFLOWS IS NOT A LAW FIRM, LAWYER REFERRAL SERVICE, LEGAL AID SOCIETY, OR ESCROW HOLDER. The Services do not provide legal advice, legal opinions, or form an attorney-client relationship.
7.2 Trust Accounting & IOLTA Compliance:
Features relating to retainer balances, client ledgers, and trust account tracking are mathematical calculation tools provided solely for bookkeeping convenience. You and your law practice maintain 100% sole fiduciary responsibility for strict compliance with all applicable State Bar rules, IOLTA (Interest on Lawyers' Trust Accounts) regulations, ABA Model Rules of Professional Conduct, three-way reconciliation requirements, and the prevention of fund commingling. BoFlows disclaims all liability for trust accounting errors, overdrafts, disciplinary actions, disbarment proceedings, or escrow disputes.
8. Financial, Tax & Invoicing Disclaimer
8.1 Not a CPA or Registered Financial Institution:
BoFlows is NOT a Certified Public Accountant (CPA), registered tax adviser, investment adviser, bank, or broker-dealer. Features such as invoice creation, automated tax estimations, profit & loss summaries, and general ledgers are administrative calculation tools.
8.2 Customer Responsibility for Tax Remittance:
Customer is 100% solely responsible for:
a) Configuring and verifying all applicable sales tax, VAT, GST, and payroll withholding rates;
b) The accuracy of all invoices, estimates, and financial statements sent to third parties;
c) Timely reporting, filing, and remitting all taxes to federal, state, and local revenue authorities. BoFlows assumes zero liability for tax penalties, interest, audit assessments, or accounting discrepancies.
9. Retail, Restaurant & Point-of-Sale (POS) Disclaimer
9.1 Payment Processing & PCI-DSS Scope:
Payment card transactions conducted through the POS register are processed directly by certified third-party payment gateways (including Stripe, Inc.) using encrypted client-side tokenization (Stripe Elements). BoFlows servers never store, process, or transmit raw payment card primary account numbers (PANs) or card verification values (CVVs).
9.2 POS Hardware & Register Liability:
Customer is solely responsible for physical POS terminal hardware, barcode scanners, cash drawers, physical cash balancing, inventory shrink, employee theft, and compliance with local retail or food service health regulations.
10. Contractors, Field Dispatch & Labor Classification Disclaimer
10.1 Not an Employment Agency:
BoFlows provides field scheduling, job dispatching, and task management tools. BOFLOWS IS NOT AN EMPLOYER, STAFFING AGENCY, PEO, OR LABOR BROKER.
10.2 Independent Contractor vs. Employee Classification:
Customer maintains 100% exclusive legal liability for properly classifying workers as independent contractors (1099) or statutory employees (W-2) under applicable federal, state, and local labor laws (including the Fair Labor Standards Act and the ABC test). Customer is solely responsible for worker compensation insurance, jobsite safety compliance (OSHA), minimum wage and overtime compliance, and prevailing wage determinations. Customer shall defend, indemnify, and hold BoFlows harmless from any wage-and-hour or misclassification claims.
11. Autonomous AI Assistant & Natural Language Actions Waiver
11.1 Probabilistic Nature of Machine Learning:
The Services incorporate generative artificial intelligence features, natural language provisioners, and automated workflow agents powered by large language models. Customer acknowledges that generative AI operates probabilistically and may produce outputs that are inaccurate, incomplete, misleading, or mathematically incorrect ("Hallucinations").
11.2 Mandatory Human-in-the-Loop (HITL) Obligation:
CUSTOMER EXPRESSLY AGREES THAT ALL AI-GENERATED DRAFTS, INVOICES, PROPOSALS, TAX ESTIMATES, SCHEDULING DISPATCHES, CODE SNIPPETS, AND CLIENT COMMUNICATIONS MUST BE INDEPENDENTLY REVIEWED, VERIFIED, AND APPROVED BY A QUALIFIED HUMAN AGENT PRIOR TO DISPATCH, RELIANCE, OR EXECUTION.
11.3 Complete AI Liability Disclaimer:
BoFlows disclaims all liability for any errors, financial loss, lost clients, booking conflicts, defamatory content, or legal non-compliance resulting from unverified automated AI actions or reliance on AI suggestions. Customer business data is processed through stateless enterprise inference APIs and is never utilized to train public foundation models.
12. Workforce Telemetry, Surveillance & Labor Law Indemnification
12.1 Employee Monitoring Notice & Consent Warranties:
The Services offer optional workforce telemetry tools (desktop activity monitoring, keystroke frequency metrics, time tracking, screenshot capture, and geolocation check-ins). Prior to activating or deploying any monitoring software on any device, Customer represents, warrants, and covenants that:
a) Customer has provided clear, written, unambiguous advance disclosure to all monitored employees, contractors, and staff;
b) Customer has obtained all legally required written consents, authorizations, and waivers under applicable wiretapping, electronic communications privacy, labor, and data protection laws (including the Electronic Communications Privacy Act (ECPA), California Labor Code, Illinois BIPA, and GDPR Article 88);
c) Customer will not deploy monitoring tools in jurisdictions or contexts where employee telemetry is prohibited.
12.2 Telemetry Indemnity:
Customer agrees to defend, indemnify, and hold harmless BoFlows against any and all civil claims, statutory class actions, union grievances, labor board complaints, fines, or damages arising out of Customer's monitoring, surveillance, or recording of its workforce.
13. Zero-Knowledge Encryption & Mathematical Unrecoverability Waiver
13.1 Client-Side Encryption Architecture:
Certain tiers of the Services feature Zero-Knowledge Application-Layer Encryption utilizing AES-256-GCM. In zero-knowledge mode, customer data is encrypted on the client side before transmission. BOFLOWS DOES NOT POSSESS, ESCROW, OR MAINTAIN COPIES OF YOUR MASTER ENCRYPTION KEYS OR RECOVERY PASSPHRASES.
13.2 Mathematical Unrecoverability:
IF YOU LOSE, FORGET, CORRUPT, OR MISPLACE YOUR MASTER ENCRYPTION KEY OR RECOVERY PASSPHRASE, YOUR ENCRYPTED DATA IS MATHEMATICALLY UNRECOVERABLE. BOFLOWS HAS NO BACKDOOR, MASTER OVERRIDE, OR TECHNICAL CAPABILITY TO DECRYPT OR RECOVER YOUR DATA.
13.3 Irrevocable Release of Claims:
You irrevocably release, waive, and discharge BoFlows from any and all claims, demands, liabilities, or losses resulting from permanent data loss, unrecoverable databases, or service downtime caused by lost, compromised, or mishandled encryption keys.
14. Comprehensive Disclaimer of Warranties ("AS IS" / "AS AVAILABLE")
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
THE SERVICES, SOFTWARE, DOCUMENTATION, AND ALL CONTENT ARE PROVIDED STRICTLY "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND DEFECTS, AND WITHOUT WARRANTY OF ANY KIND.
BOFLOWS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, BOFLOWS MAKES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR HARDWARE, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, BE SECURE, ERROR-FREE, OR FREE OF VIRUSES OR HARMFUL COMPONENTS, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
15. Absolute Limitation of Liability & Liquidated Damages Cap
15.1 Exclusion of Indirect and Consequential Damages:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BOFLOWS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, REPUTATION, USE, DATA, WORK STOPPAGE, COMPUTER MALFUNCTION, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES.
15.2 Aggregate Monetary Liability Cap:
IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF BOFLOWS AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES (UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE) EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO BOFLOWS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD) IF YOU HAVE PAID NO FEES (SUCH AS DURING A FREE TRIAL).
15.3 Essential Basis of the Bargain:
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, REFLECT A FAIR ALLOCATION OF RISK, AND SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
16. Comprehensive Customer Indemnification
You agree to defend, indemnify, and hold harmless BoFlows, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, contractors, licensors, and successors from and against any and all claims, actions, suits, demands, liabilities, damages, judgments, settlements, penalties, fines, costs, or expenses (including reasonable attorneys' fees and expert witness fees) arising out of or related to:
a) Your or any of your authorized users' breach of these Terms or any applicable service documentation;
b) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates any third-party intellectual property, privacy, or publicity rights;
c) Any disputes, transactions, clinical outcomes, legal services, employment actions, or commercial contracts between you and any of your clients, patients, employees, or contractors;
d) Your violation of any applicable federal, state, local, or international law, rule, or regulation (including healthcare regulations, legal ethics rules, tax laws, wage-and-hour statutes, or data protection laws);
e) Your use of workforce surveillance, desktop tracking, or automated AI features.
17. Mandatory Binding Individual Arbitration & Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT WAIVES IMPORTANT LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO A JURY TRIAL.
17.1 Informal Dispute Resolution:
Before initiating formal arbitration, you and BoFlows agree to attempt in good faith to resolve any dispute, claim, or controversy informally. Either party must send a written notice of dispute detailing the claim. The parties agree to meet via video conference within thirty (30) days to attempt resolution.
17.2 Mandatory Binding Arbitration:
If the dispute is not resolved within thirty (30) days, any dispute, controversy, or claim arising out of or relating to these Terms, the Services, or the breach, termination, or invalidity thereof shall be submitted to and finally resolved by binding individual arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Dover, Delaware, or remotely via videoconference. The arbitrator's award shall be final and binding, and judgment may be entered in any court having jurisdiction.
17.3 CLASS ACTION WAIVER:
YOU AND BOFLOWS MUTUALLY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO CONSOLIDATE CLAIMS OF MULTIPLE PARTIES OR PRESIDE OVER ANY FORM OF CLASS ACTION.
17.4 Jury Trial Waiver:
TO THE EXTENT PERMITTED BY LAW, YOU AND BOFLOWS IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.
18. Acceptable Use Policy, Security Audits & Termination Rights
18.1 Prohibited Activities:
You shall not, and shall not permit any user or third party to:
a) Reverse engineer, decompile, disassemble, or derive source code from the Services;
b) Probe, scan, or test the vulnerability of the Services or breach any security or authentication measures;
c) Use any automated bot, scraper, or spider to extract data from the platform;
d) Circumvent, tamper with, or bypass operational quotas, tier caps, or billing verifications;
e) Share user credentials, seat licenses, or API tokens outside authorized organizational bounds;
f) Host, transmit, or distribute malware, ransomware, child sexual abuse material (CSAM), or defamatory content.
18.2 Immediate Termination:
BoFlows reserves the unilateral right to immediately suspend or permanently terminate your workspace and account without prior notice or liability if BoFlows reasonably determines that you have violated this Acceptable Use Policy, engaged in fraudulent activity, or posed a security risk to the platform or other tenants.
19. Intellectual Property & Proprietary Rights
19.1 BoFlows Intellectual Property:
BoFlows and its licensors retain all right, title, and interest in and to the Services, including all software, source code, architecture, algorithms, user interfaces, database schemas, documentation, logos, and trademarks. No rights are granted to you other than the limited, revocable, non-exclusive license to access the Services in accordance with these Terms.
19.2 Customer Data Ownership:
As between you and BoFlows, you retain all right, title, and ownership in all raw data, files, and records uploaded or submitted to your workspace ("Customer Data"). You grant BoFlows a limited, non-exclusive, worldwide license to host, copy, process, and transmit Customer Data solely to provide and maintain the Services.
19.3 Feedback:
If you submit suggestions, ideas, or feedback regarding the Services, BoFlows may freely use, modify, and incorporate such feedback without any compensation or obligation to you.
20. Force Majeure, Severability, Governing Law & Entire Agreement
20.1 Governing Law:
These Terms and any dispute arising out of or related to them shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without giving effect to any choice or conflict of law principles.
20.2 Force Majeure:
BoFlows shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, shortages of power or telecommunications, distributed denial of service (DDoS) attacks, major cloud infrastructure outages, or government actions.
20.3 Severability:
If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect.
20.4 Entire Agreement:
These Terms, together with the Privacy Policy and any applicable order form, constitute the entire, complete, and final agreement between you and BoFlows regarding your use of the Services, superseding all prior oral or written agreements, proposals, or understandings.