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Terms of Use

Flowpad.ai Terms of Use

These Terms of Use (the “Terms”) are a legal contract and between Langware Inc. and its affiliates and the Customer, as of the date Customer accepts these Terms by clicking “I Agree” or otherwise accessing or using the SaaS Services (“Effective Date”) and sets forth the terms of the relationship between the parties.

BY AGREEING TO THESE TERMS, OR BY ACCESSING, REGISTERING, CREATING AN ACCOUNT OR USING THE SAAS SERVICES, CUSTOMER INDICATES THAT IT HAS BOTH READ AND ACCEPTS THESE TERMS. IF CUSTOMER DOES NOT AGREE WITH ANY OF THESE TERMS, CUSTOMER SHOULD NOT ACCESS OR OTHERWISE USE THE SAAS SERVICES OR ANY MATERIALS OR CONTENT CONTAINED THEREIN.

If Langware and Customer have entered into a separately executed (i.e. signed) agreement with Langware (collectively and individually, “Contract”), such Contract shall supersede these Terms. In the event of any conflict between these Terms and the Contract, the Contract will prevail. In cases where the Contract does not address specific provisions included in these Terms, these Terms will apply, supplementing the Contract.

1. Definitions

  • “Confidential Information” means any information disclosed by one party to the other party in the course of performing its obligations under these Terms that is in writing and is marked “Confidential”, “Proprietary” or in some other manner to indicate its confidential nature.
  • “Customer’s Services” means the Customer’s services to End Users in which Langware’s SaaS Services are being integrated and offered.
  • “Documentation” means written materials that relate to the operation and use of the SaaS Services.
  • “End User” means any individual or entity that uses or accesses Langware’s SaaS Services through Customer’s Services.
  • “SaaS Services” means the Langware software services set forth in the applicable Subscription Plan.
  • “Subscription Plan” means the SaaS Services Plan selected by Customer, which set forth applicable pricing, features, term of engagement and billing terms.
  • “Support Services” means the provision of technical assistance provided by Langware to Customer.

2. License and Ownership

2.1. License

Subject to the terms and conditions of these Terms, Langware hereby grants to Customer a non-exclusive, non-transferable, limited license during the term of these Terms to integrate the SaaS Services into Customer’s Services for use by Customer’s End Users.

2.2. No Reverse Engineering

Customer shall not reverse engineer, de-compile, disassemble or otherwise derive the SaaS Services nor shall Customer use any mechanical, electronic or other method to trace, de-compile, disassemble, or identify the source code of the SaaS Services or encourage others to do so.

2.3. Ownership

Langware and its suppliers and licensors shall retain all right, title and interest (including, without limitation, patents, copyrights, trade secrets and other intellectual property rights) in and to the SaaS Services. In addition, if Customer acquires first-hand knowledge of unauthorized reproduction of the SaaS Services, Customer shall use commercially reasonable efforts to provide prompt notice to Langware.

3. Pricing and Payment

3.1. Prices

Customer shall pay Langware the fees for the SaaS Services and Support Services as provided in the Subscription Plan (the “Fees”). The Fees are exclusive of any tariffs, customs, VAT or duties that may be applicable. When Langware has the legal obligation to collect such tariffs, customs, VAT or duties, the appropriate amount shall be added to Customer’s invoice and paid by Customer. Fees do not include any applicable national, regional, and local excise, sales, use, withholding or similar taxes.

3.2. Payment Terms

Customer shall pay Langware the Fees invoiced as set forth in the Subscription Plan. Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law.

3.3. Records; Audit

For a period of three (3) years from the date of invoice, Customer shall maintain commercially reasonable records of the SaaS Services and related Support Services provided by Customer hereunder. If provided reasonable notice, and subject to Customer’s reasonable confidentiality requirements, Customer shall permit an auditor to inspect such records to verify compliance with these Terms. Any such inspection and audit shall be conducted during regular business hours and in such a manner as not to interfere with the business activities of Customer. Customer shall pay to Langware any undisputed underpayments revealed by such inspection or audit, including any interest due for such late payment. Any such inspection or audit shall be performed at Langware’s expense, unless the audit reveals that Customer has underpaid the amounts owed to Langware by ten percent (10%) or more, in which case Customer will reimburse Langware for all costs and expenses incurred by Langware in connection with such audit.

4. Support Services

Langware shall provide Support Services, as set forth in its Service Level Agreement, as updated by Langware from time to time (“SLA”).

5. AI-Based Services

5.1. Customer acknowledges that the SaaS Services include functionality powered by artificial intelligence and machine learning technologies (“AI Features”), which may generate content, suggestions, or outputs based on probabilistic models, patterns in data, and user prompts.

5.2. Langware makes no representations or warranties regarding the accuracy, reliability, legality, or appropriateness of any output generated by the AI Features. Such outputs are provided “as is” and should not be relied upon without independent human review, particularly in contexts involving legal, medical, financial, or other high-stakes decisions.

5.3. Langware disclaims all responsibility and liability for any use of, or reliance on, AI-generated outputs. Customer is solely responsible for verifying the accuracy and suitability of any such outputs for its intended use.

6. Trademarks and Ownership

6.1. Trademarks

Subject to these Terms, Langware grants Customer a non-exclusive, non-transferable, limited license to use Langware’s trademarks identified in its then-current published trademark usage guidelines (“Trademarks”) solely in connection with the marketing, distribution, and provisioning of the SaaS Services as integrated into Customer’s Services.

6.2. Attribution

Customer shall (i) include the phrase “Powered by Langware” in a prominent and legible location on each screen or user interface where the SaaS Services are displayed or used by End Users; (ii) not modify, obscure, or remove such attribution; and (iii) ensure that the attribution complies with Langware’s trademark usage policies, as may be updated from time to time.

6.3. Ownership

No patent, trademark, copyright or other proprietary notice incorporated in, marked on, or fixed to any SaaS Services or Documentation by Langware shall be removed, altered or obliterated by Customer. All goodwill and reputation which accrues to any Trademarks during Customer’s business in connection with the SaaS Services shall automatically vest in Langware without any separate or additional consideration of any kind to Customer. Customer shall not adopt, use, register, make application or attempt to register (whether such registration is for a trade mark, trade name, corporate or business name, a domain name or otherwise) any acronym, Trademark, trade names or other marketing name of Langware or any confusingly similar mark, uniform resource locator (URL), Internet domain name, or symbol.

7. Authority and Warranty

7.1. Authority

Each party represents and warrants to the other party that it has the power and authority to enter into these Terms. The individual accepting these Terms on behalf of Customer represents and warrants that they are duly authorized to bind the Customer to these Terms and that such acceptance constitutes a valid and binding obligation of Customer. Langware shall be entitled to rely on such acceptance as duly authorized, and Customer shall remain bound regardless of any internal authorization defects.

7.2. Warranty Disclaimer

EXCEPT AS PROVIDED HEREIN, LANGWARE HEREBY DISCLAIMS ANY WARRANTIES ON THE SAAS SERVICES AND SUPPORT SERVICES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. Term and Termination

8.1. Term

These Terms shall commence on the Effective Date and shall continue in force for the term set forth in the Subscription Plan, and if no such term appears, for a period of one (1) year. Thereafter, the Subscription shall automatically renew, as set forth in Section 8.2.

8.2. Automatic Renewal

To ensure continuity of the SaaS Services, each Subscription Plan includes automatic renewal terms. Langware will automatically renew the Subscription based on the chosen Subscription Term and Plan. Each renewal period shall match the previous Subscription Term unless otherwise agreed. Cancellation of the Subscription Plan, access to and use of the SaaS Services will end when the current Subscription Term expires.

8.3. Termination for Convenience

Langware may terminate Customer’s Subscription Plan at any time, for any reason or no reason, upon prior written notice to the other party.

8.4. Termination for Cause

Either party may, by written notice to the other party, terminate the Subscription Plan with thirty (30) day notice if any of the following events occur:

  • The other party is in material breach of any term, condition or provision of these Terms and the non-breaching party gives the breaching party written notice of such breach; or
  • The other party: (i) terminates or suspends its business; (ii) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (iii) becomes subject to any bankruptcy or insolvency proceeding.

8.5. Effect of Termination

  • Upon termination or expiration of the Subscription Plan, Customer’s license rights to the SaaS Services shall terminate.
  • The provisions of Sections 1, 2.2, 2.3, 3.3, 5, 6, 8.4, 9, 10, 11, 12 and 13 shall survive expiration or termination of these Terms and the Subscription Plan as well as any provisions that by their nature must survive termination.

9. Confidential Information

9.1. Confidential Information

The term “Confidential Information” may also include oral information disclosed by one party to the other in the course of performing its obligations under these Terms, provided that such information is designated as confidential at the time of disclosure and is reduced to writing by the disclosing party within a reasonable time (not to exceed thirty (30) days) after its oral disclosure, and such writing is marked in a manner to indicate its confidential nature and delivered to the receiving party. All pricing information and technical product roadmaps disclosed in connection with these Terms, including these Terms, are Confidential Information, whether or not reduced to writing or marked confidential.

9.2. Confidentiality

Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under these Terms, and shall not disclose such Confidential Information to any third party for a period of three (3) years following the date of disclosure. Without limiting the foregoing, each of the parties shall use at least the same degree of care it uses to prevent the disclosure of its own confidential information of like importance, to prevent the disclosure of Confidential Information of the other party.

9.3. Exceptions

Confidential Information excludes information that: (a) was in the public domain at the time it was disclosed or has become in the public domain through no fault of the receiving party; (b) was known to the receiving party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (c) is disclosed by the receiving party with the prior written approval of the disclosing party; (d) was independently developed by the receiving party without reference to the Confidential Information of the disclosing party; (e) becomes known to the receiving party, without restriction, not arising from any breach of a confidentiality obligation, from a source other than the disclosing party; or (f) is disclosed generally to third parties by the disclosing party without restrictions similar to those contained in this section. The receiving party may disclose the other party’s Confidential Information to the extent such disclosure is required by order or requirement of a court, administrative agency, or other governmental body, but only if the receiving party provides prompt notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.

10. Privacy and Data Protection

10.1. Privacy Policy

Customer expressly acknowledges and agrees that Langware collects and processes data in connection with the SaaS Services, including personal data relating to Customer and its End Users, in accordance with Langware’s Privacy Policy. By accepting these Terms, Customer expressly consents to the terms of the Privacy Policy, as updated from time to time.

10.2. End User Consent

Customer shall be solely responsible for ensuring that all End Users of the SaaS Services: (i) are provided with clear and legally sufficient notice regarding Langware’s Privacy Policy and the collection and use of personal data and for obtaining all required consents from End Users for such data processing (ii) accept Langware’s End User license agreement and Privacy Policy. Customer shall not modify, obscure, or remove any disclosure, notice, or consent mechanism provided by Langware in connection with the SaaS Services.

10.3. Security Measures

Langware shall implement and maintain commercially reasonable technical and organizational measures designed to protect data collected through the SaaS Services against unauthorized access, loss, or disclosure.

11. Indemnification

Customer shall indemnify, defend, and hold harmless Langware and its affiliates, officers, directors, employees, agents, and licensors from and against any and all third-party claims, actions, proceedings, liabilities, losses, damages, expenses, and costs (including reasonable attorneys’ fees) arising out of or related to: (a) any use of the SaaS Services by Customer or its End Users in breach of these Terms or applicable law; (b) Customer’s Services, content, or marketing materials; or (c) any violation of applicable data privacy or consumer protection laws by Customer or its End Users.

12. Limitation of Liability

12.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LANGWARE OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE UNDER THESE TERMS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

12.2. EXCEPT FOR DAMAGES ARISING FROM LANGWARE’S BREACH OF SECTION 8 (CONFIDENTIAL INFORMATION) AND/OR THIRD PARTY CLAIMS REGARDING LANGWARE’S INTELLECTUAL PROPERTY, THE AGGREGATE LIABILITY OF LANGWARE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO LANGWARE HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

12.3. NOTWITHSTANDING THE FOREGOING, LANGWARE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS AGGREGATE LIABILITY FOR DAMAGES ARISING FROM ITS BREACH OF SECTION 8 (CONFIDENTIAL INFORMATION) AND/OR THIRD PARTY CLAIMS REGARDING LANGWARE’S INTELLECTUAL PROPERTY, SHALL NOT EXCEED THREE (3) TIMES THE AMOUNTS PAID BY CUSTOMER TO LANGWARE HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

13. Miscellaneous

These Terms shall constitute the full agreement between the parties hereto with respect to its subject matter and shall supersede any and all prior agreements and understandings relating thereto. No change, modification, alteration or addition of or to any provision of these Terms shall be binding unless in writing and executed by or on behalf of both Parties by a duly authorized representative. These Terms and any rights or obligations hereunder may not be transferred or assigned by either party without the prior written consent of the other party, except that either party may assign these Terms as a whole to a successor to all or substantially all of its assets or business related to these Terms, without such consent. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their successors and assigns. No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right. If any of the terms contained in these Terms shall, for any reason, be held to be void or unenforceable, it shall not affect the validity or enforceability of any other term in these Terms. These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties.

Langware will not be liable for any delay or failure to provide the SaaS Services resulting from circumstances or causes beyond the reasonable control of Langware including, but not limited to on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, acts of terrorism, earthquakes, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of Langware.

These Terms shall be governed by and construed under the laws of the State of Israel without reference to principles and laws relating to the conflict of laws. The competent courts of Tel Aviv shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to these Terms.

These Terms may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

All notices relating to these Terms shall be in writing, signed by the party giving or making such notice or communication, and shall be delivered by: (a) personal delivery; or (b) electronic transmission; or (c) certified or registered mail, return receipt requested by electronic mail; or (d) recognized overnight courier service. Notices shall be sent to the address of the other party and shall be deemed given upon personal delivery, three (3) business days after deposit in the mail, one (1) business day if delivered by overnight courier, or upon acknowledgment of electronic transmission.

From time to time, Langware may modify these Terms. Langware can change, update, add or remove provisions of these Terms at any time by posting the updated Terms on the Langware’s website and by providing a notice on the SaaS Services. Langware will ask for your express consent to the updated Terms where legally required to do so, and will include a notice to explain how Customer can accept or reject the changes. If Customer does not agree with any of the updated Terms, Customer must stop using the SaaS Services. Continued use of the SaaS Services following notice of any modifications indicates that Customer acknowledges and agrees to be bound by the modifications. Unless otherwise required by law, the updated Terms are effective as of the day of posting.