Terms of Service

Introduction

Welcome to LouFlow. These Terms of Service (the "Terms") form a binding contract between LouFlow LLC, a limited liability company organized under the laws of the State of Wyoming, United States ("LouFlow", "we", "us"), and the person or entity that creates an account or otherwise uses the Platform ("you", "your", "Customer").

Please read these Terms carefully. Section 19 (Dispute Resolution) contains a binding arbitration provision and a waiver of class actions. It affects how disputes between us are resolved. If you are a consumer, you may opt out of arbitration as described in Section 19.6.

You accept these Terms when you click to accept them, create an account, or use any part of the Platform. If you accept on behalf of a company, agency, school, or other organization, you represent that you have authority to bind that organization, and "you" refers to that organization. Our collection and handling of personal information is described in our Privacy Policy at https://louflow.com/privacy, which forms part of these Terms.

If you do not agree to these Terms, do not use the Platform.

If you browse louflow.com without creating an account (a "Visitor"), Sections 1, 8, 9, 12, 13, 14, 19, 20 and 22 apply to you.

1. Definitions

"Platform" means LouFlow's hosted digital adoption software, including the web application at app.louflow.com, the browser extension, any mobile or desktop clients, APIs, and the marketing site at louflow.com, together with all updates and related documentation.

"Flow" means a step-by-step guide, walkthrough, or interactive instruction sequence created, recorded, edited, or published using the Platform.

"Customer Data" means everything you or your End Users submit to, upload to, or generate through the Platform, including Flows, screenshots, annotations, text, uploaded files, and account information.

"End User" means an individual you authorize to access the Platform under your account, such as an employee, contractor, or team member.

"Viewer" means any person who opens a Flow you have shared through a public link, without needing a LouFlow account.

"Free Plan" means access to the Platform at no charge, subject to the limits we publish from time to time.

"Paid Plan" means a subscription tier that requires payment of Fees.

"Order" means your online checkout, an in-app upgrade, a written quote, or any other document under which you subscribe to a Paid Plan.

2. Eligibility and Accounts

2.1 Minimum age. You must be at least 16 years old to create a LouFlow account. If you are under 18, you may only use the Platform under an account administered by a school, employer, or other organization that has accepted these Terms on your behalf. We do not knowingly collect personal information from children under 16 and will delete such accounts on discovery.

2.2 Registration. You agree to provide accurate registration information — including your name and a valid email address — and to keep it current. Accounts are personal to the individual or organization that registers them and may not be sold or transferred without our written consent.

2.3 Account security. You are responsible for safeguarding your credentials and for all activity occurring under your account, whether or not authorized by you. Notify us promptly at security@louflow.com if you suspect unauthorized access. We are not liable for losses arising from your failure to keep credentials secure.

2.4 Administrators and End Users. If you operate a team or organization account, you may add and remove End Users. You are responsible for your End Users' compliance with these Terms and for all Customer Data they submit. An account administrator may access, modify, restrict, or delete End User accounts and any Customer Data within the organization account, and may change the email address associated with an End User account. Individual End Users acknowledge this control.

2.5 Domain capture. If your organization later establishes an account associated with your email domain, we may, at that organization's request, convert individual accounts using that domain into managed accounts under the organization's control. We will notify affected users before doing so where practicable.

3. License and Acceptable Use

3.1 License grant. Subject to your compliance with these Terms and payment of applicable Fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Term, for your own internal business or personal purposes, within the limits of your plan.

3.2 Restrictions. You will not, and will not permit anyone else to:

(a) copy, modify, translate, or create derivative works of the Platform; (b) reverse engineer, decompile, or disassemble the Platform, or attempt to derive its source code, structure, or underlying ideas, except to the extent this restriction is unenforceable under applicable law; (c) rent, lease, lend, sell, sublicense, or provide the Platform to third parties as a service bureau or on a time-sharing basis; (d) access the Platform to build a competing or substantially similar product, or to benchmark it for publication without our prior written consent; (e) remove or obscure any proprietary notices; (f) circumvent usage limits, rate limits, seat counts, or access controls, or use automated means to scrape, crawl, or bulk-download from the Platform except through documented APIs; (g) probe, scan, or test the vulnerability of the Platform, or breach or attempt to breach its security or authentication measures, except under a security research program we publish; (h) interfere with the integrity or performance of the Platform, or transmit malware, worms, or other harmful code; (i) use the Platform in violation of applicable law, including data protection, privacy, wiretapping, and intellectual property laws.

3.3 Content standards. You will not use the Platform to create, store, or share content that is unlawful, defamatory, harassing, hateful, obscene, sexually explicit, or that depicts or exploits minors; that infringes another party's intellectual property or privacy rights; or that constitutes unsolicited commercial messaging.

3.4 Screen capture and third-party systems. The Platform records screens and captures screenshots as you document workflows. You are solely responsible for ensuring that (i) you have the right to capture and reproduce the systems, interfaces, and content you record, and (ii) capturing does not violate any third party's terms of service, confidentiality obligations, or applicable privacy law. Do not capture personal data, credentials, health information, financial account numbers, or other sensitive data that you are not authorized to reproduce and share. Use the Platform's redaction and blurring tools where appropriate.

3.5 Enforcement. We may investigate suspected violations and may remove Customer Data, restrict features, or suspend accounts under Section 17. We are not obligated to monitor Customer Data but may do so.

4. Free Plan

4.1 Availability. We may offer a Free Plan with limited functionality, storage, seats, or Flow counts. Published limits may change at any time.

4.2 No commitments. The Free Plan is provided as is, without support obligations, uptime commitments, or service levels of any kind. We may modify, suspend, limit, or discontinue the Free Plan, in whole or in part, at any time and without liability to you.

4.3 Trials. Paid Plan trials, where offered, run for the period stated at signup. Unless you cancel before the trial ends, the subscription converts to a paid subscription and the applicable Fees are charged. We will tell you the trial length and conversion terms before you start the trial.

5. Subscriptions, Fees, and Payment

5.1 Plans and Fees. Paid Plan pricing, billing period (monthly or annual), and included entitlements are those presented at checkout or stated in your Order. Fees are quoted in U.S. Dollars unless stated otherwise.

5.2 Automatic renewal. Your subscription renews automatically. At the end of each billing period, your subscription renews for another period of the same length, and we charge your payment method the then-current Fee for that period, until you cancel. By subscribing, you authorize us and our payment processors to store your payment method and charge it on a recurring basis.

5.3 Cancellation. You may cancel at any time in app.louflow.com → Settings → Billing. Cancellation takes effect at the end of the current billing period.

5.4 What happens after cancellation. Paid features remain available for the remainder of the period you have already paid for. When that period ends, paid features stop working and your account reverts to the Free Plan (if available) or becomes inactive. Your Customer Data is retained and remains accessible subject to Free Plan limits; you may export or resubscribe at any time. See Section 18.4 for retention after account deletion.

5.5 No refunds. All Fees are non-refundable. We do not provide refunds or credits for partial billing periods, unused seats, downgrades, or periods during which you did not use the Platform. This Section does not limit any refund right you have under Section 5.9 or under mandatory consumer law.

5.6 Seats and upgrades. Adding seats or upgrading mid-period takes effect immediately and is charged on a prorated basis. Removing seats or downgrading takes effect at the start of the next billing period; no credit or refund is issued for the remainder of the current period.

5.7 Price changes. We may change Fees. We will give you at least thirty (30) days' notice by email before a change applies to you, and the new price takes effect at your next renewal. Continuing to use a Paid Plan after that renewal constitutes acceptance. If you do not accept the new price, cancel before the renewal date.

5.8 Failed payments and late amounts. If a charge fails, we may retry and may suspend paid features until payment succeeds. For invoiced accounts, undisputed amounts are due within thirty (30) days of the invoice date, and overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. You will reimburse reasonable collection costs, including attorneys' fees.

5.9 Consumer withdrawal right (EEA and UK). If you are a consumer resident in the European Economic Area or the United Kingdom, you have fourteen (14) days from the date of purchase to withdraw from the contract and receive a refund. By purchasing and accessing the Platform immediately, you request that we begin performance during the withdrawal period and acknowledge that your withdrawal right ends once the service has been fully performed; where performance has begun but is incomplete, you may be charged for the portion supplied. To withdraw, email legal@louflow.com.

5.10 Taxes. Fees are exclusive of sales, use, VAT, GST, and similar taxes. You are responsible for all such taxes, other than taxes on our net income. Where we are required to collect tax, it will be added at checkout. If you are required to withhold any tax, you will gross up the payment so that we receive the full amount invoiced. If you are exempt, provide valid documentation before purchase.

6. Customer Data and Flows

6.1 Your ownership. As between you and LouFlow, you own all right, title, and interest in your Customer Data, including your Flows. We claim no ownership over it.

6.2 License to us. You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, reformat, display, and otherwise process Customer Data solely to (i) operate, maintain, and secure the Platform, (ii) provide the features you use, including publishing Flows you choose to share, and (iii) comply with law. This license lasts as long as we hold your Customer Data and ends when it is deleted, except for backups pending routine deletion.

6.3 Your responsibility. You represent that you have all rights and permissions necessary to submit Customer Data and to grant the license in Section 6.2, and that Customer Data does not violate Sections 3.3 or 3.4. You are responsible for the accuracy, quality, and legality of Customer Data.

6.4 Public links. The Platform lets you publish a Flow to a shareable link. A published Flow is accessible to anyone who has the link, without authentication, and may be indexed by search engines. Before publishing, review the Flow for confidential information, personal data, credentials, and internal systems. Publishing is your decision and your responsibility; we are not liable for consequences of your disclosure. You may unpublish a Flow at any time, though cached or copied versions may persist outside our control.

6.5 Viewers. Viewers who open a public Flow are not our customers. They may use the Flow only to follow the instructions it contains, and must not redistribute or commercially exploit it without your permission.

6.6 Aggregated data. We may generate anonymized and aggregated statistics from Platform usage — for example, feature adoption rates or average Flow length — and use them to operate, improve, and market the Platform. Such data will not identify you, your End Users, or the content of your Flows, and we will not disclose it in any form that could reasonably be used to re-identify you.

6.7 Backups. We maintain routine backups but do not warrant against data loss. You are responsible for keeping your own copies of Customer Data that matters to you. Export functionality is available in the Platform.

7. Intellectual Property

7.1 Our rights. The Platform, including all software, interfaces, designs, documentation, and the LouFlow name and logos, is owned by LouFlow and its licensors and is protected by intellectual property and trade secret law. Except for the license in Section 3.1, no rights are granted to you, expressly or by implication.

7.2 Feedback. If you send us suggestions, ideas, or improvement requests ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free right to use and commercialize it without restriction, attribution, or compensation. Do not send Feedback you consider confidential or that is subject to a third party's rights.

7.3 Publicity. We will not use your name or logo publicly without your prior written consent. You may withdraw a previously given consent by writing to legal@louflow.com, and we will stop using your marks in new materials within a reasonable period.

7.4 Copyright complaints. We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act. Send notices to copyright@louflow.com with the elements required by 17 U.S.C. § 512(c)(3). We may terminate accounts of repeat infringers.

8. Confidentiality

8.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. Customer Data is your Confidential Information. The Platform's non-public features, pricing under negotiated Orders, and technical roadmap are ours.

8.2 Obligations. The receiving party will use the same care it uses for its own confidential information (and no less than reasonable care), will use Confidential Information only to perform under these Terms, and will limit access to personnel and advisors bound by comparable obligations.

8.3 Exclusions. These obligations do not apply to information that is or becomes public without breach, was rightfully known before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Confidential Information.

8.4 Compelled disclosure. The receiving party may disclose Confidential Information where required by law or court order, provided it gives reasonable advance notice where legally permitted so the disclosing party may seek protective relief.

8.5 Duration. These obligations continue for three (3) years after termination, and indefinitely for information constituting a trade secret under applicable law.

9. Privacy and Data Protection

9.1 Privacy Policy. Our handling of personal information is described at https://louflow.com/privacy. Privacy questions go to privacy@louflow.com.

9.2 Roles. Where you use the Platform to process personal data of your End Users or of individuals appearing in your Flows, you act as controller (or business) and we act as processor (or service provider) under applicable data protection law, including the GDPR, UK GDPR, and U.S. state privacy laws. We process personal data only on your documented instructions, which these Terms and your use of the Platform constitute.

9.3 Data Processing Addendum. Our Data Processing Addendum, available at https://louflow.com/dpa, is incorporated into these Terms where applicable data protection law requires it. It governs sub-processors, security measures, breach notification, data subject requests, and international transfers, including Standard Contractual Clauses where required. In case of conflict with these Terms regarding personal data, the DPA controls.

9.4 Your obligations. You are responsible for having a lawful basis for the personal data you process through the Platform, for providing required notices to your End Users and to individuals whose data may appear in captured screens, and for honoring their rights.

9.5 Security. We maintain administrative, technical, and physical safeguards designed to protect Customer Data, described in our security documentation. No system is perfectly secure, and we do not guarantee that unauthorized access will never occur.

10. Third-Party Services

The Platform may integrate with third-party services, such as identity providers, browser platforms, and destinations where you publish Flows. Those services are governed by their own terms and privacy policies. We do not control them, do not endorse them, and are not responsible for their availability, performance, security, or changes to their APIs. If a third-party service becomes unavailable or changes in a way that breaks an integration, that is not a breach of these Terms by us.

11. Support, Changes, and Availability

11.1 Support. For Paid Plans, we will use commercially reasonable efforts to provide support through the channels and within the response targets published at https://louflow.com/support or stated in your Order. Free Plan support is provided on a best-efforts basis only.

11.2 Changes to the Platform. We continuously develop the Platform and may add, modify, or remove features. We will give reasonable advance notice before removing or materially degrading a feature that is material to a Paid Plan. If such a change materially reduces the Platform's core functionality for you, you may terminate the affected subscription by notice within thirty (30) days and receive a prorated refund of prepaid Fees for the unused remainder of the current period — an exception to Section 5.5.

11.3 Availability. We aim for high availability but do not guarantee uninterrupted access unless a separate service level agreement applies to you. Scheduled maintenance, emergency maintenance, and factors beyond our control may cause downtime.

12. Warranties and Disclaimers

12.1 Mutual. Each party represents that it has the authority to enter into these Terms and will comply with laws applicable to its performance.

12.2 Limited warranty. For Paid Plans, we warrant that the Platform will perform materially as described in our then-current documentation. Your exclusive remedy for breach of this warranty is that we will use commercially reasonable efforts to correct the non-conformity, and if we cannot do so within a reasonable time, you may terminate the affected subscription and receive a prorated refund of prepaid Fees for the unused remainder of the current period.

12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 12.2, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED. THE FREE PLAN AND ANY BETA FEATURES ARE PROVIDED WITHOUT ANY WARRANTY WHATSOEVER.

12.4 Not professional advice. Flows created on the Platform are your content. We do not review them for accuracy, and the Platform is not a substitute for legal, compliance, safety, medical, or other professional advice.

12.5 Consumer rights. Some jurisdictions do not allow the exclusion of certain warranties. If you are a consumer, you may have rights that these Terms cannot exclude, and nothing here limits those rights. See Section 21.

13. Indemnification

13.1 By you. You will defend, indemnify, and hold harmless LouFlow, its affiliates, and their officers, directors, employees, and agents from third-party claims, and pay resulting damages and reasonable attorneys' fees finally awarded or agreed in settlement, arising from (a) Customer Data, including claims that it infringes intellectual property or privacy rights; (b) your publication or sharing of Flows; (c) your recording or capture of third-party systems in violation of Section 3.4; (d) your violation of these Terms or applicable law; or (e) your End Users' acts or omissions.

13.2 By us. We will defend you against third-party claims alleging that the Platform, as provided by us and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, and will pay resulting damages and reasonable attorneys' fees finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Data, from modifications not made by us, from combination with items not supplied by us, or from use after we have notified you to stop. If the Platform becomes subject to such a claim, we may procure the right to continue use, modify or replace the affected functionality, or terminate the affected subscription and refund prepaid Fees for the unused remainder of the current period. Section 13.2 states our entire liability for infringement claims.

13.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (provided no settlement imposes liability or admission on the indemnified party without consent), and provide reasonable cooperation at the indemnifying party's expense.

14. Limitation of Liability

14.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, OR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.2 Liability cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID OR OWED TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). IF YOU USE ONLY THE FREE PLAN, OUR TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).

14.3 Exceptions. The limits in Sections 14.1 and 14.2 do not apply to (a) your payment obligations under Section 5, (b) either party's indemnification obligations under Section 13, (c) your breach of Section 3.2 or infringement of our intellectual property, (d) either party's fraud, gross negligence, or willful misconduct, or (e) any liability that cannot be limited under applicable law, including death or personal injury caused by negligence.

14.4 Allocation of risk. These limitations reflect the allocation of risk between the parties and are a fundamental basis of the bargain. Our pricing reflects them.

14.5 Consumers. If you are a consumer, nothing in this Section limits liability that cannot lawfully be limited in your jurisdiction, and mandatory statutory remedies remain available to you.

15. Beta Features

We may offer features labeled beta, preview, early access, or similar. Beta features are optional, provided as is and at your own risk, may be changed or withdrawn at any time, are excluded from all warranties, support commitments, and service levels, and are our Confidential Information until publicly released. Our total liability arising from beta features is US$100.

16. Export Control and Sanctions

You represent that you are not located in, ordinarily resident in, or organized under the laws of any country or region subject to comprehensive U.S. sanctions, and that you are not listed on any U.S. government restricted-party list, including the OFAC Specially Designated Nationals list, nor owned or controlled by any such party. You will not export, re-export, or make the Platform available in violation of U.S. export control or sanctions laws, or the equivalent laws of the EU, UK, or other applicable jurisdictions. We may suspend or terminate access immediately if we believe continued provision would violate these laws.

17. Suspension

We may suspend your access, in whole or in part, without liability, if (a) Fees are overdue, (b) we reasonably believe your use threatens the security, integrity, or availability of the Platform or another user's data, (c) your use violates Sections 3.2, 3.3, 3.4, or 16, or (d) we are required to do so by law or a governmental authority. We will give notice and an opportunity to cure where circumstances reasonably permit, and will restore access promptly once the cause is resolved. Suspension does not relieve you of the obligation to pay Fees accrued during the suspension, except where the suspension results from our error.

18. Term and Termination

18.1 Term. These Terms begin when you first accept them and continue until your account is terminated. Paid subscriptions run for the billing period selected and renew as described in Section 5.2.

18.2 Termination by you. You may cancel a subscription under Section 5.3, and may delete your account at any time through account settings or by writing to support@louflow.com.

18.3 Termination by us. We may terminate these Terms and your account (a) if you materially breach these Terms and fail to cure within thirty (30) days of written notice, or immediately if the breach is incurable or involves Sections 3.2, 3.3, 3.4, or 16; (b) if you become insolvent, make an assignment for the benefit of creditors, or become subject to bankruptcy or similar proceedings; (c) for any Free Plan account, at any time on thirty (30) days' notice; or (d) for any Paid Plan account, on notice effective at the end of the then-current billing period, with a prorated refund of prepaid Fees for any period not provided.

18.4 Effect of termination. On termination: your license under Section 3.1 ends immediately; you must stop using the Platform; all Fees accrued through the termination date become due; and, except as expressly stated in Sections 11.2, 12.2, 13.2, 18.3(d), or 5.9, no refunds are issued. Published Flows are unpublished. We will retain Customer Data for thirty (30) days after account deletion so you can request an export, after which we will delete it from active systems, with backup copies purged on our routine cycle. We may retain data longer where required by law or to resolve a dispute.

18.5 Survival. Sections 1, 3.2, 6.2 (as to residual backups), 6.6, 7, 8, 9, 12.3, 13, 14, 16, 18.4, 18.5, 19, 20, 21 and 22 survive termination.

19. Dispute Resolution

Please read this Section carefully. It requires most disputes to be resolved by individual arbitration rather than in court.

19.1 Informal resolution first. Before starting arbitration or a lawsuit, you agree to contact legal@louflow.com with a written description of the dispute and the relief sought, and we agree to do the same for you. Both parties will attempt in good faith to resolve the matter for sixty (60) days. This step is a condition precedent to filing, and the limitations period is tolled during it.

19.2 Binding arbitration. If informal resolution fails, any dispute arising out of or relating to these Terms or the Platform will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or, for consumers, its Consumer Arbitration Rules), before a single arbitrator. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

19.3 Location and format. Arbitration will be seated in Cheyenne, Wyoming. Consumer arbitrations will be conducted by document submission or videoconference, or in the county of your residence if you request an in-person hearing. For consumers, we will pay arbitration filing and administrative fees exceeding what you would pay to file in court.

19.4 Class action waiver. DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON. If this waiver is held unenforceable as to a particular claim, that claim, and only that claim, will proceed in court under Section 19.7, and the remainder will be arbitrated.

19.5 Exceptions. Either party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek injunctive or other equitable relief in court to protect intellectual property or Confidential Information, without first completing Sections 19.1 and 19.2.

19.6 Opt-out. You may opt out of arbitration and the class action waiver by emailing legal@louflow.com within thirty (30) days of first accepting these Terms, stating your name, account email, and intent to opt out. Opting out does not affect any other part of these Terms and will not disadvantage your account in any way.

19.7 Court proceedings. Where a dispute is not subject to arbitration, it will be brought exclusively in the state or federal courts located in Laramie County, Wyoming, and both parties consent to personal jurisdiction and venue there — subject to Section 21 for consumers.

19.8 Time limit. Any claim must be brought within one (1) year after it accrues, or it is permanently barred, except where a longer period is required by law.

20. Governing Law

These Terms are governed by the laws of the State of Wyoming and applicable U.S. federal law, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Section 21 qualifies this Section for consumers outside the United States.

21. International Users and Consumer Rights

21.1 Local compliance. You are responsible for complying with the laws of the jurisdiction from which you access the Platform. We make no representation that the Platform is appropriate or available in every location.

21.2 Mandatory consumer protections. If you are a consumer resident in the European Economic Area, the United Kingdom, Switzerland, Australia, Canada, or another jurisdiction whose law grants you non-waivable rights, nothing in these Terms deprives you of the protection of mandatory provisions of the law of your country of residence. In particular:

(a) the choice of Wyoming law in Section 20 does not override mandatory consumer protection rules that would otherwise apply to you; (b) you may bring proceedings in the courts of your country of residence, and Section 19 does not require you to arbitrate where mandatory law provides otherwise; (c) statutory warranty and conformity rights, and any statutory right of withdrawal, apply in addition to Section 12.2; (d) the liability limits in Section 14 apply only to the extent permitted by the law of your country of residence.

21.3 EU online dispute resolution. Consumers in the EU may submit disputes through the European Commission's ODR platform at https://ec.europa.eu/consumers/odr. We are not obliged to participate in proceedings before a consumer arbitration board.

21.4 Language. These Terms are drafted in English. Translations are provided for convenience; in case of conflict, the English version controls, except where mandatory local law provides otherwise.

22. General Provisions

22.1 Changes to these Terms. We may update these Terms. For material changes we will give at least thirty (30) days' notice by email or in-app notice before they take effect, and will update the "Last Updated" date. Changes apply prospectively. If you do not agree, stop using the Platform and cancel before the effective date; continued use after that date constitutes acceptance. Changes to Section 19 do not apply retroactively to disputes for which notice was given under Section 19.1 before the change.

22.2 Entire agreement. These Terms, the Privacy Policy, the DPA where applicable, and any Order form the entire agreement between the parties on this subject and supersede all prior proposals, discussions, and agreements. If an Order conflicts with these Terms, these Terms control unless the Order expressly states that it amends a specific Section for that Order only. Any terms in a purchase order or vendor portal that conflict with these Terms are void.

22.3 Assignment. You may not assign these Terms without our prior written consent, except to a successor in a merger or sale of substantially all assets, provided the successor is not our competitor and you give us notice. We may assign freely. Any prohibited assignment is void.

22.4 No waiver. A failure or delay in exercising a right is not a waiver of it. A waiver is effective only if in writing.

22.5 Severability. If a provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remainder stays in effect.

22.6 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise, or employment relationship.

22.7 No third-party beneficiaries. These Terms create no rights for anyone other than the parties, except that our affiliates, officers, directors, employees, and agents may enforce Sections 13 and 14.

22.8 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, failures of internet or telecommunications infrastructure, power outages, cyberattacks, and third-party service failures. This does not excuse payment obligations.

22.9 Notices. We may give notice by email to your account address, by posting in the Platform, or by posting on louflow.com. Notice is effective on the day sent or posted. You must give notice to legal@louflow.com. Notices under Sections 13, 18, and 19 are effective on the day we acknowledge receipt, or on the second business day after sending if we do not acknowledge.

22.10 Interpretation. Section headings are for convenience only. "Including" means "including without limitation." These Terms are the product of both parties, and no ambiguity will be construed against either as drafter.

22.11 U.S. government users. The Platform is "commercial computer software" under FAR 12.212 and DFARS 227.7202. Government use is subject to these Terms.

22.12 Electronic contracting. You consent to contract electronically and to receive communications from us electronically. Electronic records satisfy any requirement that communications be in writing.

22.13 Contact. Questions about these Terms: legal@louflow.com. Privacy: privacy@louflow.com. Support: support@louflow.com.

LouFlow LLC Wyoming, United States legal@louflow.com · louflow.com