Terms of Service

1. Agreement to These Terms

These Terms of Service (the “Terms”) form a binding agreement between FlowLogic Systems LLC, a Tennessee limited liability company (“FlowLogic,” “we,” “us,” or “our”), and the business entity that subscribes to or uses the FlowLogic platform (“Customer,” “you,” or “your”).

By creating an account, checking the acceptance box at checkout, or accessing or using the Service, you agree to be bound by these Terms. If you are agreeing on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and “you” refers to that entity.

If you do not agree to these Terms, do not access or use the Service.

2. Definitions

“Service” means the FlowLogic web application located at https://app.flowlogicsystems.net and any related software, documentation, and services we provide.

“Customer Data” means all data, files, drawings, blueprints, specifications, job records, pricing inputs, labor rates, customer lists, and other content that you or your Authorized Users submit to or generate within the Service.

“Authorized User” means an individual you permit to access the Service under your account, including employees, contractors, and agents.

“Output” means estimates, takeoffs, shop plans, proposals, labor calculations, pricing, and other results generated by the Service from Customer Data.

“Subscription Term” means the period for which you have paid subscription fees, as set out in your subscription plan.

3. Eligibility and Accounts

The Service is offered only to businesses and business users. It is not intended for personal, family, or household use, and we do not market it to or knowingly solicit consumers.

Accounts may be created only by an individual authorized to act for the subscribing business. You are responsible for ensuring that any Authorized User you add is lawfully employed or engaged by you and is permitted to perform the work the Service supports.

If you create an account for an Authorized User who is under eighteen (18) years of age — for example, an apprentice — you warrant that the account and the work it supports comply with all applicable child labor and employment laws, and that you have obtained any consent required by law. Accounts for individuals under sixteen (16) are not permitted.

You must provide accurate and complete information when creating an account and keep it current. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

You must notify us promptly at security@flowlogicsystems.net if you become aware of any unauthorized access to or use of your account.

4. User Roles and Customer Administration

The Service provides role-based access levels, which currently include Administrator, Estimator, Installer, and Fabricator. Each role grants a different scope of visibility and permission within the Service.

You are solely responsible for assigning roles to your Authorized Users, for determining which of your personnel receive access to which information, and for revoking access when an Authorized User leaves your organization or changes duties. We are not responsible for your internal access decisions or for the consequences of granting a role to an individual who should not have it.

You are responsible for all acts and omissions of your Authorized Users as if they were your own.

5. Subscriptions, Fees, and Payment

5.1 Subscription Plans

Access to the Service requires a paid subscription. Current plans, features, and pricing are published at https://flowlogicsystems.net/pricing and are incorporated into these Terms by reference.

Plans differ in the modules they include and in usage limits, including monthly blueprint page processing limits and a per-upload page limit, each as published on the pricing page. Limits exist to keep the Service fast and fairly priced for everyone. We will warn your Administrator as you approach a monthly limit, and processing beyond a limit requires a plan upgrade or a written arrangement with us. We may decline processing that exceeds published limits, and we may treat deliberate circumvention of limits as a violation of Section 7 (Acceptable Use).

5.2 Billing and Auto-Renewal

Subscription fees are billed in advance on a recurring basis according to the billing period you select at checkout. Your subscription automatically renews at the end of each billing period at the then-current rate, subject to the notice requirement in Section 5.6, unless you cancel before the renewal date.

Payments are processed by Stripe, Inc. By subscribing, you also agree to Stripe’s terms of service. We do not receive or store your full payment card number.

5.3 Cancellation

You may cancel your subscription at any time through your account settings or by contacting us at billing@flowlogicsystems.net. Cancellation takes effect at the end of your current billing period. You retain access to the Service through the end of the period you have already paid for.

5.4 No Refunds

Except as expressly stated in Section 12 and Section 16, and except where required by law, all fees are non-refundable. We do not provide refunds or credits for partial billing periods, unused time, or periods during which you did not use the Service.

5.5 Failed Payments, Late Amounts, and Suspension

If a payment fails, we may retry the charge and may suspend your access to the Service until payment is received. We will make reasonable efforts to notify you before suspending access.

Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid. You will reimburse our reasonable costs of collection, including reasonable attorneys’ fees. If you initiate a chargeback for a properly billed charge, we may suspend your account until the matter is resolved. Fees accrued through the effective date of any termination remain due and payable.

5.6 Price Changes

We may change subscription pricing. We will give you at least thirty (30) days’ notice before a price change takes effect for your account, sent to the email address on your account. If you do not accept the new price, your remedy is to cancel before the change takes effect.

5.7 Taxes

Fees are exclusive of sales, use, and similar taxes. You are responsible for all such taxes other than taxes based on our net income.

5.8 Seats and Overage

If your subscription is priced by seat or by number of Authorized Users, you will not permit more individuals to access the Service than your plan allows, including by sharing credentials across a shop terminal or workstation. If we determine that your actual usage exceeds your plan, we will notify you, and you will either reduce usage to the licensed level or pay the additional fees for the excess seats, pro-rated for the remainder of the current billing period and at the standard rate thereafter.

5.9 Free Trials and Pilots

We may offer a free trial or a pilot arrangement. Unless we agree otherwise in writing, a trial converts to a paid subscription at the end of the trial period unless you cancel first, the Service is provided during a trial without any warranty or support commitment, and we may modify or end a trial at any time.

6. License and Permitted Use

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your Subscription Term for your internal business purposes.

7. Restrictions

You may not, and may not permit any Authorized User or third party to:

1. copy, modify, translate, or create derivative works of the Service;
2. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, calculation methods, or data structures of the Service, except to the extent this restriction is prohibited by applicable law;
3. resell, sublicense, rent, lease, distribute, or provide the Service as a service bureau to any third party;
4. use the Service to build, train, or improve a competing product, or to extract the Service’s estimating logic, fitting factors, labor factors, or reference tables for use outside the Service;
5. access the Service by automated means, including scraping, crawling, or bulk data extraction, except through interfaces we expressly provide;
6. share account credentials, or permit more individuals to use the Service than your subscription plan allows;
7. upload malicious code, interfere with the operation or security of the Service, or attempt to gain unauthorized access to any part of the Service or another customer’s data;
8. upload content you do not have the right to upload, or that infringes any third party’s intellectual property, confidentiality, or privacy rights; or
9. use the Service in violation of any applicable law or regulation.

8. Customer Data

8.1 Your Ownership

As between you and FlowLogic, you own all right, title, and interest in and to your Customer Data. We claim no ownership of your drawings, job records, pricing, labor rates, customer information, or bid data.

Output. As between you and FlowLogic, you also own the Output generated from your Customer Data, and you may use, reproduce, modify, and distribute Output for any lawful business purpose, including issuing it to your customers, general contractors, owners, architects, engineers, suppliers, and employees. This right is perpetual and irrevocable and survives termination of these Terms and of your subscription. Nothing in this paragraph transfers to you any right in the Service itself, in the calculation engine, or in the underlying methodology, reference tables, or seeded factors described in Section 10.

8.2 License to Us

You grant us a limited, non-exclusive, worldwide license to host, store, process, transmit, display, and create technical copies of Customer Data solely as necessary to provide, maintain, secure, and support the Service for you, and to comply with law.

8.3 Service Improvement, De-Identified Data, and Industry Analytics

(a) Service improvement. We may create and use aggregated and de-identified data derived from Customer Data to operate, analyze, secure, and improve the Service, including to develop and improve automated blueprint recognition and other machine learning features.

(b) Industry analytics.We may also use aggregated and de-identified data to create, publish, and commercialize industry statistics, benchmarks, indices, and market reports — for example, regional fabrication cost trends, material pricing trends, and labor benchmarks. Any such analytics: (i) will combine data from no fewer than five (5) customer accounts for every published statistic; (ii) will not include, and cannot reasonably be used to derive, any individual customer’s identity, pricing, labor rates, bid amounts, win rates, or customer relationships; and (iii) will never include the sale, licensing, or disclosure of raw or customer-identifiable Customer Data. Benchmarks made available to you within the Service are provided for your internal business use.

(c) De-identification standard. De-identified data will not identify you, your Authorized Users, your customers, your projects, your pricing, or your bid amounts, and we will not disclose de-identified data in any manner that could reasonably be used to re-identify you. We will not sell your Customer Data, and we will not use your data to provide competitive intelligence about you to any other party — including to any other customer of the Service.

(d) Uploaded documents. Drawings, plan sets, and specifications routinely contain title blocks and annotations identifying the owner, general contractor, architect, engineer, project name, and project address. We will not retain your uploaded documents, or images derived from them, for model training or product improvement unless we have first removed that identifying content. Documents are processed to produce Output for you and are otherwise handled as your confidential information under Section 8.4.

8.4 Confidentiality of Bid Data

We recognize that estimating data, labor rates, markup, and bid pricing are competitively sensitive. We will treat Customer Data as your confidential information and will not disclose it to any third party except as permitted by Section 8.3 or (i) to subprocessors bound by confidentiality obligations and acting on our instructions, (ii) as you direct, or (iii) as required by law, in which case we will give you notice where legally permitted.

8.5 Data Export and Deletion

During your Subscription Term you may export your Customer Data using the export functions in the Service. Following termination, we will retain your Customer Data for thirty (30) days, during which you may request an export. After that period we will delete or de-identify it, except where we are required to retain it by law or reasonably need it to resolve a dispute or enforce our agreements. Residual copies in routine backups are overwritten on our normal backup rotation. See Section 8 of the Privacy Policy for further detail.

You are responsible for maintaining your own copies of your Customer Data and Output. The export functions in the Service are provided for that purpose. We are not a system of record for your business, and you should not rely on the Service as your only copy of a bid, proposal, shop plan, or job record.

8.6 Your Responsibility for Customer Data

You represent that you have all rights necessary to submit Customer Data to the Service, including any rights required to upload drawings, specifications, or project documents belonging to your clients, architects, or engineers.

Personal information. Customer Data may include personal information about your employees, crew members, and the personnel of your customers, general contractors, and suppliers. You are responsible for having a lawful basis to provide that information to us, for giving any notices and obtaining any consents required by applicable privacy law, and for responding to requests those individuals make to you. We process such information only on your instructions and as described in our Privacy Policy. If you require a separate data processing agreement, contact us at legal@flowlogicsystems.net.

8.7 Our Confidential Information

We may disclose to you information that is confidential to us, including pricing not publicly published, product roadmap, pre-release and beta features, the structure and content of our reference tables and seeded factors, and technical or security details about the Service. You will protect that information with at least the care you use for your own confidential information, will not disclose it to any third party, and will use it only to exercise your rights under these Terms. This obligation does not apply to information that is or becomes public through no fault of yours, that you already had without a duty of confidence, that you receive from a third party free to disclose it, or that you develop independently.

9. Estimates, Outputs, and Your Professional Responsibility

This section is important. Please read it carefully.

9.1 The Service Is a Tool, Not a Professional Opinion

FlowLogic is a calculation and workflow tool. It assists qualified estimating and fabrication professionals in preparing takeoffs, shop plans, labor projections, and pricing. It does not replace professional judgment, field verification, engineering review, or your own quality control.

9.2 Output Depends Entirely on Inputs

Output is generated from the data, drawings, rates, factors, and assumptions that you and your Authorized Users supply or configure, including fitting factors, size and gauge factors, material costs, labor rates, crew sizes, overhead, and markup. The Service does not verify that your inputs are correct, current, appropriate for a given project, or compliant with any standard or code. Incorrect, outdated, or misconfigured inputs will produce incorrect Output.

9.3 No Warranty of Accuracy or Fitness for Bidding

We do not warrant that any Output is accurate, complete, code-compliant, or suitable for use in a bid, proposal, purchase order, contract, or submittal. Output does not constitute engineering advice, a certified quantity survey, a code compliance determination, or a professional opinion of probable cost.

9.4 You Must Verify Before You Bid or Build

You are solely responsible for reviewing, verifying, and approving all Output before relying on it for any purpose, including before submitting a bid, issuing a proposal, releasing material for purchase, releasing a shop plan for fabrication, or directing field work. You are responsible for confirming that Output conforms to the contract documents, applicable building and mechanical codes, SMACNA and other applicable industry standards, and actual field conditions.

9.5 Allocation of Risk

You assume all risk arising from your use of Output, including any underestimated or overestimated quantity, weight, labor hour, crew day, material cost, or sell price, and any resulting lost bid, lost profit, cost overrun, rework, schedule impact, or dispute with an owner, general contractor, supplier, or employee.

10. Intellectual Property

The Service, including its software, user interface, calculation engine, estimating methodology, reference tables, seeded factors, documentation, and all associated intellectual property rights, is and remains the exclusive property of FlowLogic Systems LLC and its licensors. Certain features of the Service are the subject of one or more pending United States patent applications.

These Terms grant you a right to use the Service. They do not transfer any ownership interest to you. All rights not expressly granted are reserved.

If you send us feedback, suggestions, or feature requests, you grant us a perpetual, irrevocable, royalty-free right to use them without restriction or obligation to you.

10.1 Copyright Complaints

We respect intellectual property rights and respond to notices of alleged copyright infringement relating to material stored on the Service. If you believe material on the Service infringes your copyright, send a written notice to our designated agent at legal@flowlogicsystems.net and FlowLogic Systems LLC, 253 Ester Lane, Manchester, Tennessee 37355 including: your physical or electronic signature; identification of the copyrighted work claimed to be infringed; identification of the material claimed to be infringing and information reasonably sufficient to let us locate it; your contact information; a statement that you have a good faith belief the use is not authorized by the copyright owner, its agent, or the law; and a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on the owner’s behalf.

We will remove or disable access to material in response to a valid notice, notify the customer who uploaded it, and restore it if we receive a valid counter-notice and the complaining party does not file suit within the period allowed by law. We will terminate the accounts of repeat infringers in appropriate circumstances.

11. Third-Party Services

The Service relies on third-party providers, including for hosting, database and file storage, payment processing, email delivery, and automated document analysis. Your use of the Service may be subject to those providers’ terms. We are not responsible for the acts, omissions, availability, or content of third-party services. A current list of the subprocessors that handle Customer Data is maintained in Section 6 of our Privacy Policy.

12. Availability, Changes, and Support

We will use commercially reasonable efforts to keep the Service available, but we do not commit to any specific uptime level unless we have signed a separate written service level agreement with you. The Service may be unavailable during planned maintenance, and may be interrupted by events outside our control.

We may modify, add, or discontinue features of the Service. We will not make a change that materially reduces the core functionality of your subscription during a paid Subscription Term without giving you notice and, if you object, a pro-rated refund of the unused portion of that term.

We may offer features identified as beta, preview, pilot, or early access. Those features are provided as-is, may be changed or withdrawn at any time, are excluded from the commitment in the preceding paragraph, and are not covered by any warranty or support commitment. You use them at your own discretion.

Support is provided at support@flowlogicsystems.net on a commercially reasonable, best-efforts basis. We do not commit to a specific response time unless we have signed a separate written agreement with you.

12.1 Security Incidents

If we become aware of a security incident that has resulted in the unauthorized access to or acquisition of your Customer Data, we will notify you without undue delay and in any event within seventy-two (72) hours of confirming the incident. The notice will describe what we know about the nature of the incident, the data involved, and the steps we are taking, and we will provide further information as our investigation progresses. We will reasonably cooperate with you in meeting any notification obligations you have to your own personnel or customers.

13. Disclaimer of Warranties

THE SERVICE AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLOWLOGIC DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OUTPUT WILL BE ACCURATE OR RELIABLE.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

1. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BIDS, LOST BUSINESS OPPORTUNITY, COST OVERRUNS, COST OF SUBSTITUTE SERVICES, WORK STOPPAGE, OR LOSS OF DATA, whether based in contract, tort, negligence, strict liability, or any other theory, and whether or not the party was advised of the possibility of such damages.
2. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, in which case the limitations apply to the fullest extent permitted.

Exceptions. Neither subsection (a) nor subsection (b) limits your obligation to pay fees due under Section 5, your indemnification obligations under Section 15.1, your breach of Section 7 or Section 8.7, or any liability that cannot be limited under applicable law. Our indemnification obligation under Section 15.2 is not subject to subsection (a), but remains subject to the cap in subsection (b).

15. Indemnification

15.1 By You

You will defend, indemnify, and hold harmless FlowLogic and its members, officers, employees, and contractors from and against any third-party claim, and any resulting damages, liabilities, settlements, costs, and reasonable attorneys’ fees, arising out of or relating to (i) your Customer Data, including any claim that it infringes or misappropriates a third party’s rights, (ii) your use of the Service in breach of these Terms or applicable law, (iii) any bid, proposal, contract, fabrication, or installation you undertake in reliance on Output, or (iv) any dispute between you and your own customer, employee, supplier, or subcontractor.

15.2 By Us

We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes a United States patent, copyright, or trademark, and will pay damages finally awarded or agreed in settlement, subject to the cap in Section 14(b). This obligation does not apply to claims arising from Customer Data, from modifications not made by us, from use of the Service in combination with anything not provided by us, or from your continued use of a version of the Service after we have made a non-infringing version available to you.

If the Service becomes, or in our reasonable judgment is likely to become, the subject of such a claim, we may at our option and expense (i) procure the right for you to continue using the Service, (ii) modify or replace it so that it is non-infringing while substantially preserving its functionality, or (iii) if neither is commercially reasonable, terminate the affected subscription and refund the pro-rated portion of prepaid fees for the unused remainder of the then-current Subscription Term. This Section 15.2 states our entire liability and your exclusive remedy for any claim of intellectual property infringement.

15.3 Indemnification Procedure

The party seeking indemnification must (i) promptly notify the other party in writing of the claim, though a delay relieves the indemnifying party only to the extent it is prejudiced, (ii) give the indemnifying party sole control of the defense and settlement, and (iii) provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim in a way that imposes a non-monetary obligation, an admission of fault, or unindemnified liability on the other party without that party’s prior written consent, which will not be unreasonably withheld. The indemnified party may participate in the defense with its own counsel at its own expense.

16. Term, Termination, and Suspension

These Terms remain in effect for as long as you have an account or an active subscription.

By you. You may terminate by cancelling your subscription and closing your account.

By us, for cause. We may suspend or terminate your access immediately if you materially breach these Terms, fail to pay fees when due, or use the Service in a way that creates a security risk or legal exposure for us or another customer. Where practical and lawful we will give you notice and an opportunity to cure.

By us, for convenience.We may terminate your subscription without cause on at least thirty (30) days’ written notice, including if we discontinue the Service. In that case we will refund the pro-rated portion of prepaid fees for the unused remainder of your then-current Subscription Term, and we will keep your data available for export for the period described in Section 8.5.

Effect of termination. Your right to access the Service ends. Fees accrued through the effective date of termination remain due. Fees already paid are not refunded, except as expressly stated in Sections 12, 15.2, and this Section 16.

Survival. Sections 2, 5.4, 5.5, 5.7, 7, 8.1, 8.3, 8.4, 8.5, 8.6, 8.7, 9, 10, 12 (refund obligation only), 13, 14, 15, 16, 17, and 18 survive termination or expiration of these Terms.

17. Governing Law and Disputes

These Terms are governed by the laws of the State of Tennessee, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first attempt in good faith to resolve any dispute informally by contacting each other. If a dispute is not resolved within thirty (30) days, it will be brought exclusively in the state courts located in Coffee County County, Tennessee or in the United States District Court for the [DISTRICT — Middle District of Tennessee if Nashville], and each party consents to the personal jurisdiction and venue of those courts.

Nothing in this Section prevents either party from seeking injunctive or other equitable relief at any time, in any court of competent jurisdiction, to protect its intellectual property, confidential information, or data, without first completing the informal resolution process and without posting bond.

18. General

Entire agreement. These Terms, together with the Privacy Policy, the Cookie Policy, and any order form or plan description referenced here, are the entire agreement between the parties on this subject and supersede all prior discussions.

Changes to these Terms. We may update these Terms. If a change is material, we will give notice by email to the address on your account or by a notice in the Service at least thirty (30) days before it takes effect. Continued use after the effective date constitutes acceptance. If you do not accept, your remedy is to stop using the Service and cancel.

Assignment. You may not assign these Terms without our prior written consent, except to a successor in connection with a merger or sale of substantially all your assets. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.

No waiver. A failure to enforce any provision is not a waiver of it.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in full force.

Force majeure. Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, other than payment obligations.

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

Notices. Notices to you will be sent to the email address on your account. Notices to us must be sent to legal@flowlogicsystems.net and to FlowLogic Systems LLC, 253 Ester Lane, Manchester, Tennessee 37355.

19. Contact

FlowLogic Systems LLC
253 Ester Lane, Manchester, Tennessee 37355
legal@flowlogicsystems.net