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Terms of Service

Version 2026-01-04

These Terms of Service ("Terms") constitute a legally binding agreement between you and Reeflow Inc. ("Reeflow," "we," "us," or "our") governing your access to and use of our analytics platform, including internal business intelligence, embedded analytics, APIs, SDKs, and related services (collectively, the "Service").

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

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and protect your information. By using the Service, you acknowledge that you have read and understand our Privacy Policy.

1. Definitions

The following terms have specific meanings throughout these Terms:

  • "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
  • "Customer Application" means any website, mobile application, web application, TV application, or other digital property that is owned and operated by you in which you may embed Reeflow analytics.
  • "Customer Data" means any data stored in your connected data sources that the Service accesses to execute queries on your behalf.
  • "Documentation" means the user guides, API references, and technical documentation we make available for the Service.
  • "Credentials" means the data source connection information (such as host, port, username, and password) you provide to enable the Service to connect to your data sources.
  • "Service Data" means aggregated or de-identified usage data, diagnostics, and service performance information derived from operation of the Service, excluding Customer Data and query results.
  • "Embedded Users" means end users who access analytics embedded within your Customer Applications using our SDK or embedding features.
  • "Order Form" means any ordering document or online subscription flow that specifies your subscription plan, fees, and applicable Service limits.
  • "Platform Users" means your employees, contractors, or other authorized individuals who access the Reeflow Console or workbooks directly for internal business intelligence purposes.
  • "Users" means, collectively, Platform Users and Embedded Users.
  • "Query" means a request to retrieve or analyze data from your connected data sources through the Service.
  • "Workbook" means a collection of components (such as charts, tables, and other visualizations) created using the Service.
  • "User Attributes" means metadata associated with users for the purpose of enforcing connection-level, table-level, row-level, and column-level security.

2. Service Description

2.1 The Service

Reeflow provides an analytics platform that enables you to connect your data sources, build analytics workbooks, and consume insights either directly through the Reeflow Console (internal business intelligence) or by embedding interactive workbooks and components into your Customer Applications (embedded analytics). The Service includes:

  • The Reeflow Console for managing connections, security, workbooks, and direct analytics consumption
  • APIs for programmatic access and session token generation
  • SDKs and Web Components for embedding analytics in your Customer Applications

2.2 Use Cases

The Service supports two primary use cases:

  • Internal Business Intelligence: Your Platform Users can access the Reeflow Console directly to view workbooks, explore data, and build reports for internal decision-making.
  • Embedded Analytics: You can embed Reeflow-powered analytics within your Customer Applications, enabling your Embedded Users (customers, partners, or external stakeholders) to access insights without leaving your product.

2.3 Query Execution Model

The Service operates as a query execution layer. When you or your Users request data, the Service compiles queries and executes them against your connected data sources in real-time. Query results are transmitted directly to the requesting application and are not permanently stored by Reeflow. For information about query metadata and audit logs, see Section 6.6.

Optional Caching: You may enable query result caching to improve performance. When enabled, cached data is encrypted using AES-256 at rest and in transit, and is retained for no longer than 24 hours. Caching is disabled by default and remains under your control.

2.4 Service Availability and SLA

We commit to the following monthly uptime targets based on your subscription plan:

  • Starter: No uptime commitment
  • Pro: No uptime commitment
  • Enterprise: 99.9% uptime

"Uptime" is calculated as the percentage of time the Service is available during a calendar month, excluding Scheduled Maintenance and Exclusions defined below.

Service Credits

If we fail to meet the uptime commitment for your plan, you may be eligible for service credits as follows:

Monthly Uptime Service Credit
< 99.9% but ≥ 99.0% 10% of monthly fee
< 99.0% but ≥ 95.0% 25% of monthly fee
< 95.0% 50% of monthly fee

Service credits are capped at 50% of your monthly fee and are applied to future invoices. Credits are not redeemable for cash and expire if your account is terminated.

Claiming Credits

To receive a service credit, you must submit a request to support@reeflow.io within thirty (30) days of the end of the month in which the downtime occurred. Your request must include the dates and times of the unavailability. We will verify the claim against our monitoring systems and apply eligible credits within sixty (60) days.

Exclusions

The uptime commitment does not apply to unavailability caused by:

  • Scheduled maintenance (with at least 24 hours advance notice)
  • Emergency maintenance required for security or stability
  • Your actions, equipment, or third-party services outside our control
  • Your connected data sources being unavailable
  • Force majeure events as described in Section 14.13
  • Suspension of your account due to breach of these Terms or non-payment
  • Features labeled as beta, preview, or experimental

Sole Remedy

Service credits are your sole and exclusive remedy, and Reeflow's sole liability, for any failure to meet the uptime commitment.

2.5 Modifications to the Service

Reeflow reserves the right to modify, update, or discontinue any part of the Service at any time, with or without notice. This includes adding, removing, or changing features, functionality, APIs, or integrations. We will use commercially reasonable efforts to provide advance notice of material changes that significantly reduce the core functionality of the Service, but are not obligated to do so.

REEFLOW SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION, OR DISCONTINUATION OF THE SERVICE OR ANY PART THEREOF. YOUR CONTINUED USE OF THE SERVICE AFTER ANY CHANGES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.

2.6 Beta and Preview Features

Reeflow may offer features designated as "beta," "preview," "experimental," or similar (collectively, "Beta Features"). BETA FEATURES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND. BETA FEATURES MAY BE INCOMPLETE, CONTAIN BUGS, OR BE DISCONTINUED AT ANY TIME WITHOUT NOTICE. REEFLOW HAS NO OBLIGATION TO PROVIDE SUPPORT, MAINTENANCE, UPDATES, OR FIXES FOR BETA FEATURES, AND BETA FEATURES ARE EXCLUDED FROM ANY SLA COMMITMENTS.

YOU USE BETA FEATURES AT YOUR OWN RISK. REEFLOW SHALL HAVE NO LIABILITY WHATSOEVER ARISING FROM OR RELATED TO YOUR USE OF BETA FEATURES.

3. Account Registration and Security

3.1 Account Creation

To use the Service, you must create an account by providing accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.2 API Keys and Tokens

You are responsible for safeguarding any API keys, secrets, and session tokens associated with your account. You must not share API keys or use them in client-side code where they may be exposed. Session tokens should be short-lived and generated server-side.

3.3 Notification of Breach

You must notify us immediately at security@reeflow.io if you become aware of any unauthorized access to your account or any security breach affecting your use of the Service.

4. License Grant and Restrictions

4.1 License to Use the Service

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term for:

  • Internal business intelligence: Enabling your Platform Users to access the Console and workbooks for internal analytics and reporting
  • Embedded analytics: Embedding analytics within your Customer Applications for your Embedded Users, where applicable to your subscription

4.2 User Management

You are responsible for all Users who access the Service, whether Platform Users or Embedded Users. This includes:

  • Managing User accounts and permissions appropriately
  • Ensuring all Users comply with these Terms
  • Configuring security settings to prevent unauthorized data access

4.3 License Restrictions

You shall not:

  • Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
  • Copy, modify, or create derivative works of the Service except as expressly permitted
  • Sublicense, sell, resell, transfer, or distribute the Service to third parties
  • Use the Service to build a competing product or service
  • Remove or alter any proprietary notices, labels, or marks on the Service

4.4 Acceptable Use

You shall not:

  • Interfere with or disrupt the integrity or performance of the Service or its underlying infrastructure
  • Attempt to gain unauthorized access to the Service or related systems
  • Use the Service in violation of any applicable law, including data protection regulations
  • Use the Service to process, store, or transmit any data that you do not have the right to use
  • Use the Service for high-risk activities where failure could lead to death, personal injury, or severe physical or environmental damage (such as emergency response, medical or clinical decision-making, air traffic control, or nuclear facilities)
  • Process payment card data, protected health information, or other regulated data subject to PCI-DSS, HIPAA, GLBA, or similar laws unless we have expressly agreed in writing
  • Use the Service in violation of export control or sanctions laws or to permit access by restricted persons or in restricted jurisdictions

5. Fees and Payment

5.1 Subscription Fees

You agree to pay all fees specified in your selected subscription plan. Fees are based on a combination of a base subscription fee and usage-based charges calculated per Query executed. Current pricing is published on our pricing page. All fees are stated and payable in U.S. dollars.

5.2 Billing Cycles

Subscriptions are available on monthly or annual billing cycles. Annual subscriptions require payment in full at the start of the subscription period and may include a discount compared to monthly pricing, as specified on our pricing page. Monthly subscriptions are billed at the beginning of each month.

5.3 Usage-Based Billing

Each subscription plan includes a monthly allocation of Queries. Queries exceeding your plan's allocation are billed at the overage rate specified for your plan tier. Overage charges are calculated and billed monthly, regardless of whether you are on a monthly or annual subscription.

5.4 Automatic Billing

By subscribing to the Service, you authorize Reeflow to automatically charge your designated payment method for all applicable fees. Base subscription fees are charged at the beginning of each billing period (monthly or annually, as applicable). Overage charges are charged at the end of each calendar month.

5.5 Renewal

Subscriptions automatically renew for successive periods of the same duration unless you cancel before the renewal date. Monthly subscriptions renew each month at the then-current monthly rate. Annual subscriptions renew each year at the then-current annual rate. We will charge your payment method on file for the renewal term unless you cancel prior to the renewal date.

5.6 Payment Information

You must provide accurate and complete payment information and keep it current at all times. You are responsible for ensuring your payment method remains valid and has sufficient funds. Failure to maintain current payment information may result in suspension of your access to the Service.

5.7 Failed Payments

If a payment fails, we will notify you and may retry the charge. We may suspend access to the Service if payment remains unsuccessful after reasonable attempts.

5.8 Price Changes

We may change our pricing with at least thirty (30) days' notice before your next billing period. Continued use of the Service after the price change takes effect constitutes acceptance of the new pricing. If you do not agree to the price change, you may cancel your subscription before the change takes effect.

5.9 Billing Disputes

If you believe you have been billed incorrectly, you must contact us at billing@reeflow.io within sixty (60) days of the charge in question. We will investigate and, if we determine an error occurred, issue a credit or refund as appropriate. Failure to notify us within this period constitutes acceptance of the charge.

5.10 Refunds

All fees are non-refundable except as expressly stated in these Terms or as required by applicable law. Annual subscriptions are non-refundable after purchase; if you cancel mid-term, your access continues until the end of the paid period but no prorated refund will be issued.

5.11 Taxes

All fees are exclusive of any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases, excluding taxes based on Reeflow's net income. If Reeflow is required to collect or remit Taxes on your behalf, such amounts will be charged to your payment method.

5.12 Late Payment

If any fees remain unpaid after failed payment attempts, we may charge interest at the rate of 1.5% per month (or the maximum rate permitted by law, if less) on the outstanding balance.

6. Data Ownership and Handling

6.1 Your Data

You retain all right, title, and interest in and to your Customer Data. Reeflow acquires no ownership rights in your Customer Data.

We access your Customer Data only to execute queries and render charts, controls, or other visualizations as requested by you or your Users. We do not:

  • Use your Customer Data for any Reeflow business purpose
  • Train AI or machine learning models on your Customer Data
  • Analyze, aggregate, or mine your Customer Data for insights
  • Sell, share, or disclose your Customer Data to third parties

6.2 Data Source Credentials

To connect to your data sources, you provide connection credentials. Depending on the data source type, this may include host, port, username, password, API tokens, connection strings, or other authentication information required by the specific data source.

These credentials are:

  • Encrypted using AES-256 encryption at rest
  • Transmitted using TLS encryption in transit
  • Never exposed in API responses or logs
  • Used solely to execute queries on your behalf

We recommend using read-only database users with minimal required permissions.

6.3 Data Storage and Caching

The Service executes queries against your connected data sources in real-time. Your data remains in your data sources at all times.

If you enable the optional caching feature, query results may be temporarily cached to improve performance. Cached data is encrypted using AES-256 at rest and in transit, and is automatically deleted after no longer than 24 hours. Caching is disabled by default.

6.4 Usage Data

We collect and process usage data related to your use of the Service, including Query counts, feature usage, and performance metrics. This data is used for billing, service improvement, and to provide you with usage insights. Usage data does not include the content of your Customer Data or query results.

6.5 Security Configuration Responsibility

You are solely responsible for properly configuring security settings within the Service, including role-based access control, connection-level, table-level, row-level, and column-level security. Reeflow enforces security rules as configured but is not responsible for misconfiguration that results in unauthorized data access.

6.6 Data Retention

  • Customer Data and query results: Never stored, except when you enable optional caching. Cached data is automatically deleted after no longer than 24 hours.
  • Audit logs and query metadata: Retained for up to 1 year while your account is active. This may include raw queries, compiled SQL, execution times, row counts, request metadata, and other operational data.
  • Data source credentials: Retained while your account is active and the data source is connected. When you disconnect a data source via the Console or API, credentials may persist in encrypted backups for up to 30 days. Credentials are never stored in audit logs.
  • Account data (deletable): Retained while your account is active and the resource is not deleted. When you delete resources via the Console or API, associated data may persist in encrypted backups for up to 30 days. Audit logs referencing deleted resources are retained according to the audit log retention period above.
  • Other account data: Account data that cannot be deleted via the Console or API (such as billing history) is retained while your account is active. Upon account termination, this data is deleted within 90 days, except where retention is required by law.

For retention of personal information, see our Privacy Policy.

6.7 Embedded User Request Data

When Embedded Users access analytics through your Customer Applications, we process requests on your behalf as a data processor. You remain the data controller for your Embedded Users. We collect the following information to provide the Service and maintain audit logs:

  • Request metadata: IP address, user agent, referer URL and domain, SDK identifier and version, and approximate location (country, region, city) derived from request headers
  • User context: User identifiers and attributes you pass to us for security enforcement (e.g., user ID, role, or custom attributes for row-level security)
  • Query execution metadata: Timestamps, query type, compiled SQL, accessed tables, execution timing, row count, and error details (if applicable). Query results are not stored.

This data is used solely to execute queries, enforce security rules, and maintain audit logs as described in Section 6.6. We do not use Embedded User data for our own purposes, analytics, or marketing. Your privacy policy governs how you collect and use your Embedded Users' information.

6.8 Service Data

Reeflow may collect and use Service Data to operate, maintain, secure, and improve the Service. Service Data is used in aggregated or de-identified form and does not include Customer Data or query results.

6.9 Data Protection Roles

For purposes of data protection laws (such as GDPR):

  • Reeflow as Processor: For Embedded User data and Customer Data accessed through the Service, you are the data controller and Reeflow acts as a data processor on your behalf.
  • Reeflow as Controller: For Platform User account information, billing data, and communications with Reeflow, Reeflow is the data controller. Our Privacy Policy describes how we handle this data.

If you require a Data Processing Agreement for GDPR or similar regulations, please contact legal@reeflow.io before processing personal data through the Service.

7. Security

7.1 Security Measures

We implement and maintain reasonable administrative, physical, and technical safeguards designed to protect the Service, Customer Data, and your Credentials against unauthorized access, loss, or alteration. These measures include encryption, access controls, and regular security assessments.

7.2 Security Incident Notification

If we become aware of a security incident that affects your Customer Data, Credentials, or account data, we will notify you without undue delay and provide information about the nature of the incident and steps we are taking in response.

7.3 Your Security Obligations

You are responsible for:

  • Securing your data source infrastructure and network
  • Using read-only database users with appropriate permissions
  • Configuring connection-level, table-level, row-level, and column-level security appropriately
  • Protecting API keys and not exposing them in client-side code
  • Managing Platform User access and permissions appropriately
  • Generating short-lived session tokens for Embedded Users
  • Ensuring your Users cannot bypass security controls
  • The accuracy, legality, and regulatory compliance of your Customer Data. Reeflow executes queries against your data sources but does not validate, verify, or store Customer Data (except for optional caching you control). Reeflow acts solely as a query execution layer and bears no responsibility for the content or compliance of your data.

8. Intellectual Property

8.1 Reeflow's Intellectual Property

The Service, including all software, APIs, SDKs, documentation, designs, and other materials provided by Reeflow, are owned by Reeflow or its licensors and are protected by intellectual property laws. These Terms do not grant you any rights to Reeflow's intellectual property except the limited license expressly granted herein.

8.2 Feedback

If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant Reeflow a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such Feedback into the Service without any obligation to you.

8.3 Your Content

You retain ownership of any workbooks, configurations, and other content you create using the Service. You grant Reeflow a limited license to host, display, and transmit such content solely to provide the Service to you.

9. Warranties and Disclaimers

9.1 Reeflow Warranties

Reeflow warrants that:

  • The Service will perform materially in accordance with the documentation during the subscription term
  • We have implemented commercially reasonable security measures to protect your Customer Data and Credentials
  • We will comply with applicable laws in providing the Service

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." REEFLOW DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, QUALITY, OR RELIABILITY OF YOUR CUSTOMER DATA OR ANY DATA RETURNED BY QUERIES EXECUTED AGAINST YOUR DATA SOURCES.

10. Indemnification

10.1 Your Indemnification

You will defend, indemnify, and hold Reeflow, its affiliates, officers, directors, employees, and agents harmless from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

  • Your Customer Data, including any claim that your data infringes third-party intellectual property rights, violates privacy rights, or violates applicable law
  • Your use of the Service in violation of these Terms
  • Your violation of applicable laws, including data protection regulations
  • Any claims by your Users (Platform Users or Embedded Users) or any other third party related to their use of the Service or your Customer Applications
  • Your failure to properly configure security settings, resulting in unauthorized data access
  • Any disputes between you and your customers, end users, or other third parties
  • Any inaccuracy, incompleteness, or errors in your Customer Data or the results of queries executed against your data sources

10.2 Indemnification Procedure

Reeflow will provide prompt written notice of any claim subject to indemnification. Failure to provide notice does not relieve you of your indemnification obligations except to the extent you are materially prejudiced. Reeflow may participate in the defense at its own expense. You may not settle any claim without Reeflow's prior written consent.

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL REEFLOW, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICE, OR YOUR USE THEREOF, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY), EVEN IF REEFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REEFLOW'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO REEFLOW DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100). THIS LIMITATION APPLIES WHETHER OR NOT REEFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11.3 Exceptions to Cap

The liability cap in Section 11.2 does not limit your obligations under these Terms, including:

  • Your indemnification obligations under Section 10
  • Your payment obligations under Section 5
  • Your breach of confidentiality obligations under Section 12
  • Your violation of Section 4.3 (License Restrictions) or Section 4.4 (Acceptable Use)
  • Any amounts owed due to your infringement of Reeflow's intellectual property rights

11.4 Basis of the Bargain

YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 11 ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN YOU AND REEFLOW AND REFLECT A REASONABLE ALLOCATION OF RISK. THE SERVICE WOULD NOT BE PROVIDED TO YOU WITHOUT THESE LIMITATIONS. REEFLOW'S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.

11.5 No Liability for Customer Data

REEFLOW SHALL HAVE NO LIABILITY WHATSOEVER FOR: (A) THE ACCURACY, COMPLETENESS, OR QUALITY OF YOUR CUSTOMER DATA OR QUERY RESULTS; (B) ANY DECISIONS YOU MAKE BASED ON DATA OR QUERY RESULTS OBTAINED THROUGH THE SERVICE; (C) ANY UNAUTHORIZED ACCESS TO YOUR CUSTOMER DATA RESULTING FROM YOUR SECURITY CONFIGURATION CHOICES; OR (D) ANY LOSS OR CORRUPTION OF DATA IN YOUR DATA SOURCES.

11.6 Survival

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 11 SHALL SURVIVE TERMINATION OR EXPIRATION OF THESE TERMS AND SHALL APPLY REGARDLESS OF WHETHER THE CLAIM ARISES DURING OR AFTER THE TERM.

12. Confidentiality

12.1 Confidentiality Obligations

Each party will protect the other party's Confidential Information using at least a reasonable standard of care and will use such information only as necessary to perform its obligations or exercise its rights under these Terms. The receiving party will restrict access to Confidential Information to its employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in these Terms.

12.2 Exclusions

Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party without confidentiality restrictions before receipt from the disclosing party; (c) is received from a third party without breach of any confidentiality obligation; or (d) was independently developed without use of the disclosing party's Confidential Information.

12.3 Compelled Disclosure

The receiving party may disclose Confidential Information if required by law or court order, provided it gives the disclosing party prior notice (to the extent legally permitted) and reasonably cooperates to limit the scope of disclosure.

12.4 Duration

Confidentiality obligations survive termination of these Terms for three (3) years, except for trade secrets, which remain protected for so long as they qualify as trade secrets under applicable law.

13. Term and Termination

13.1 Term

These Terms commence when you first access or use the Service and continue until terminated. Your subscription term is specified in your selected plan and will automatically renew as described in Section 5.5 (Renewal).

13.2 Suspension

Reeflow may suspend your access to all or part of the Service immediately and without prior notice if: (a) you breach any provision of these Terms; (b) we reasonably believe your use poses a security or stability risk to the Service, our infrastructure, or other customers; (c) we are required to do so by law or a governmental authority; (d) your account has overdue payments; or (e) we reasonably believe you are engaging in fraudulent or abusive activity. Reeflow shall not be liable for any damages arising from such suspension.

13.3 Termination for Convenience

Either party may terminate these Terms at any time by providing written notice to the other party. If you terminate, you remain responsible for all fees accrued through the end of the then-current billing period.

13.4 Termination for Cause

Either party may terminate these Terms immediately upon written notice if:

  • The other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice
  • The other party becomes insolvent, files for bankruptcy, or ceases normal business operations

Reeflow may terminate your access immediately if you breach Section 4.3 (License Restrictions) or Section 4.4 (Acceptable Use), or if continued use poses a security or stability risk to the Service, our infrastructure, or other customers.

13.5 Effect of Termination

Upon termination:

  • Your right to access and use the Service terminates immediately
  • All Platform User and Embedded User access will be revoked
  • Your account data and credentials will be deleted within ninety (90) days, except where retention is required by law
  • You remain responsible for all fees incurred prior to termination
  • Embedded analytics in your Customer Applications will cease to function once your access is terminated

13.6 Survival

Sections 6 (Data Ownership), 8 (Intellectual Property), 9.2 (Disclaimer), 10 (Indemnification), 11 (Limitation of Liability), 12 (Confidentiality), 13.5 (Effect of Termination), and 14 (General) will survive termination of these Terms.

14. General Provisions

14.1 Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

14.2 Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY – IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and Reeflow agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (collectively, "Disputes") will be resolved exclusively through final and binding arbitration, rather than in court, except that either party may bring individual claims in small claims court if they qualify. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.

Arbitration Rules: The arbitration will be conducted by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be held in Wilmington, Delaware, or at another mutually agreed location. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Arbitration Fees: Reeflow will pay all AAA filing, administration, and arbitrator fees for any arbitration where the amount in dispute is less than $75,000, unless the arbitrator determines your claim is frivolous. If you prevail in arbitration and receive an award greater than Reeflow's last written settlement offer, Reeflow will pay you $1,000 in addition to the award.

14.3 Class Action Waiver

YOU AND REEFLOW AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not permitted. If this class action waiver is found to be unenforceable, then the entirety of the arbitration provision shall be null and void, and the dispute shall proceed in court.

14.4 Waiver of Jury Trial

IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU AND REEFLOW EACH WAIVE ANY RIGHT TO A JURY TRIAL.

14.5 Changes to Terms

We may modify these Terms from time to time. We will provide notice of material changes by posting the updated Terms on our website and, where appropriate, by email notification. Continued use of the Service after such notice constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service.

14.6 Assignment

You may not assign these Terms or any rights hereunder without Reeflow's prior written consent. Reeflow may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their respective successors and permitted assigns.

14.7 Entire Agreement

These Terms, together with any Order Forms, constitute the entire agreement between you and Reeflow regarding the Service and supersede all prior agreements, proposals, and communications.

14.8 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

14.9 Waiver

No waiver of any provision of these Terms will be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right will constitute a waiver of that right.

14.10 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

14.11 No Third-Party Beneficiaries

These Terms are for the sole benefit of you and Reeflow. Nothing in these Terms, express or implied, is intended to or shall confer upon any third party (including your Users, Platform Users, Embedded Users, customers, or end users) any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms. Your Users and customers have no right to enforce any provision of these Terms against Reeflow.

14.12 Notices

All notices under these Terms must be in writing and will be deemed given when delivered personally, sent by email with confirmation of receipt, or sent by certified mail, return receipt requested. Notices to Reeflow should be sent to legal@reeflow.io.

14.13 Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or internet or telecommunications failures.

15. Contact Information

If you have questions about these Terms, please contact us: