Terms of Service

These Terms of Service ("Agreement") constitute a legally binding contract between Dataflo, Inc. ("Dataflo") and you, the customer ("Customer" or "You"). This Agreement becomes effective upon the Customer's execution of an Order Form (as defined below) that references this Agreement ("Effective Date"). The Order Form, together with this Agreement and any applicable Product Schedule, forms the complete and exclusive understanding between Dataflo and Customer regarding access to and use of the services provided by Dataflo under the Order Form ("Services"), and supersedes all prior and contemporaneous agreements or understandings, whether written or oral. Dataflo reserves the right to amend this Agreement at any time. Your continued use of the Services after any such amendment signifies your acceptance of the revised terms; provided that, for Government Customers (as defined below), amendments will not apply during the then-current Subscription Term without the Customer's written agreement.

1. Definitions

2. License Grant

Subject to the terms and conditions of this Agreement, Dataflo grants to Customer a limited, non-exclusive, non-transferable right to access and use the Dataflo Products specified in the applicable Order Form during the Subscription Term for Customer's internal business or governmental purposes. Where a Dataflo Product includes a public-facing component (for example, a public records or citizen search portal within Contractflo), Customer may make that component available to members of the public solely as contemplated by the product documentation and the applicable Order Form.

3. Services and Support

In accordance with this Agreement and any relevant Order Forms, Dataflo will deliver the Services as specified. Unless detailed otherwise in an Order Form, the Services are offered on a non-exclusive basis. Dataflo will not supply a physical or installed copy of the Services to the Customer.

The Customer may procure Services from Dataflo by executing an Order Form. Dataflo will render the Services outlined in the Order Form for the Subscription Term specified within it. Upon signing, each Order Form becomes effective and incorporates this Agreement. Where the parties have executed multiple Order Forms covering different Dataflo Products, each Order Form is severable, and termination or expiration of one Order Form does not affect any other Order Form then in effect.

4. Payment of Fees

The Customer shall pay Dataflo the applicable fees as outlined in the Order Form ("Fees") in accordance with the terms specified therein. Unless indicated otherwise in an Order Form, all Fees are stated and payable in United States dollars. Dataflo reserves the right to modify the Fees and to introduce new charges effective upon any renewal of the Subscription Term, with sixty (60) days' prior notice to the Customer (which may be communicated via email). Payment terms are net 30 days from invoice date unless otherwise stated; for Government Customers, payment terms will follow the applicable prompt payment statute or the terms of the governing procurement vehicle if different. Late payments may incur interest at 1.5% per month or the maximum rate allowed by law, except where prohibited for Government Customers.

Unless specified otherwise, Fees are determined based on the usage metric specified in the applicable Order Form - which may include, by way of example, the number of agreements or documents processed, jurisdictions or bill volumes tracked, candidate or donor records enriched, monitored sites, or named Users (the "Service Capacity"). Unused Service Capacity will not carry over into subsequent Subscription Terms. If the Customer's actual use of the Services during the Subscription Term exceeds the Service Capacity, the Customer will incur charges for the additional usage at the rates provided in the relevant Order Form without any discounts.

Unless explicitly stated, Fees do not include any taxes, levies, duties, or similar governmental assessments of any kind, including value-added, sales, use, gross receipts, or withholding taxes, levied by any local, state, provincial, federal, or foreign jurisdiction (collectively, "Taxes"). The Customer is responsible for all Taxes arising from its purchases under this Agreement. Should Dataflo be legally obligated to pay or collect Taxes for which the Customer is responsible, such Taxes will be invoiced to and paid by the Customer, unless the Customer supplies Dataflo with a valid tax exemption certificate authorized by the relevant taxing authority. For clarity, Dataflo is solely responsible for taxes levied against its income, property, and employees.

Non-Appropriation (Government Customers). Notwithstanding anything to the contrary, a Government Customer's payment obligations beyond its current fiscal year are subject to the appropriation and availability of funds. If sufficient funds are not appropriated for any subsequent fiscal period, the Government Customer may terminate the affected Order Form effective at the end of the last funded period upon written notice to Dataflo, without penalty, and Dataflo will refund any pre-paid Fees attributable to the unfunded period.

5. Confidentiality

Each party (the "Receiving Party") acknowledges that the other party (the "Disclosing Party") has disclosed or may disclose business, technical, or financial information pertaining to the Disclosing Party's operations ("Confidential Information"). Confidential Information of Dataflo includes non-public details regarding the features, functionality, and performance of the Services. Customer Data is included within the scope of the Customer's Confidential Information. The Receiving Party agrees to: (i) take reasonable precautions to safeguard such Confidential Information, and (ii) not use (except in the performance of this Agreement or as otherwise allowed herein) or disclose to any third party any such Confidential Information, except to its representatives with a need to know who are bound by obligations of confidentiality.

The foregoing obligations do not apply to any Confidential Information after five (5) years following its disclosure, or to any information that: (a) becomes public through no fault of the Receiving Party or its representatives; (b) was already in the possession of the Receiving Party or its representatives before disclosure under this Agreement; (c) is lawfully obtained by the Receiving Party or its representatives from a source not known to have breached any confidentiality obligation to the Disclosing Party; or (d) is or was independently developed by the Receiving Party or its representatives without reference to the Disclosing Party's Confidential Information.

Confidential Information may be disclosed if required by law, in which case the Receiving Party will, unless legally prohibited, provide timely written notice to the Disclosing Party and limit the disclosure strictly to the required information.

Public Records Laws. The parties acknowledge that a Government Customer may be subject to public records and open government laws (including, for example, the New Mexico Inspection of Public Records Act and analogous statutes in other jurisdictions and the federal Freedom of Information Act). Nothing in this Agreement prevents a Government Customer from disclosing information as required by applicable public records law. If a Government Customer receives a public records request that encompasses Dataflo's Confidential Information, it will, to the extent permitted by law, notify Dataflo promptly so that Dataflo may seek to assert any available exemption at its own expense.

6. Term and Termination

This Agreement is effective for the Initial Subscription Term specified in the Order Form and for all Subscription Terms under individual Order Forms executed between the Customer and Dataflo on or after the Effective Date. Each Order Form will automatically renew for additional consecutive 12-month periods unless either party delivers written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Term; provided that Order Forms with Government Customers will renew only as permitted by applicable procurement law and the governing procurement vehicle, and otherwise will expire at the end of the then-current Subscription Term unless affirmatively renewed.

Either party may terminate this Agreement if the other party (i) materially breaches any term of this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice of the breach; or (ii) becomes the subject of a bankruptcy petition or any proceeding related to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Should the Customer terminate this Agreement due to Dataflo's uncured material breach, Dataflo will promptly refund any pre-paid Fees, prorated for the remainder of the affected Subscription Term.

Data Return and Deletion. Upon termination or expiration of an Order Form, Dataflo will, upon Customer's written request made within sixty (60) days, make the applicable Customer Data available for export in a commercially standard format. Thereafter, Dataflo will delete Customer Data from its systems within a commercially reasonable period, except as retained in routine backups or as required by law.

Termination of this Agreement will result in the termination of all outstanding Order Forms. Provisions of this Agreement that, by their nature, should survive termination will remain in effect post-termination, including rights to accrued payments, confidentiality obligations, data return and deletion obligations, disclaimers of warranties, limitations on liability, and indemnification.

7. Customer's Rights and Responsibilities

The Customer retains ownership of all of its Confidential Information, including, without limitation, Customer Data.

The Customer shall not, directly or indirectly: reverse engineer, decompile, disassemble, or attempt to discern the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Services or any associated software, documentation, or data; modify, translate, or create derivative works based on the Services (except as explicitly permitted by Dataflo or authorized within the Services); replicate any features, functions, or graphics of the Services; allow any third party to access the Services except as specifically allowed herein or in an Order Form; publish any performance or benchmark tests or analyses related to the Services without Dataflo's prior written consent; use the Services for any purpose other than its own internal use (and, where applicable, operation of public-facing components as contemplated in Section 2); utilize the Services for timesharing or service bureau purposes or for the benefit of any third party (except that lobbying firms, consultants, and similar professional-services Customers may use the Services to produce work product and deliverables for their own clients in the ordinary course, as contemplated by the applicable Order Form); or remove any proprietary notices or labels on the Services.

The Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including modems, hardware, servers, software, operating systems, networking, and the like (collectively, "Equipment"), and for maintaining the security of the Equipment and all uses of it, whether or not authorized by the Customer.

The Customer and its Users will use the Services only in accordance with all applicable laws and regulations and this Agreement - including, where applicable, campaign finance, election, lobbying disclosure, and pay-to-play laws, and records-retention requirements applicable to government records. The Customer and its Users will refrain from using the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or material in violation of third-party privacy rights. Customer is solely responsible for its compliance with laws governing its fundraising, lobbying, procurement, and governmental activities; the Services provide informational tools and do not constitute compliance advice. Should the Customer become aware of any violation of its obligations under this Agreement by any User, the Customer will immediately notify Dataflo.

8. Dataflo's Rights and Responsibilities

Dataflo owns and retains all rights, title, and interest in and to: (a) the Services and each Dataflo Product, including all improvements, enhancements, or modifications thereof; (b) any software, applications, models, inventions, or other technology developed in connection with the Services and technical support services; and (c) any suggestions, enhancement requests, recommendations, or other feedback provided by the Customer or its Users related to the Services ("Feedback"), provided that such Feedback will not contain any Customer Data or Customer Confidential Information.

Dataflo may: (i) collect and analyze data related to the provision, usage, and performance of the Services and related systems and technologies ("Usage Data"); (ii) use Usage Data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Dataflo offerings; and (iii) share Usage Data exclusively in aggregate or other anonymized, non-identifiable form in connection with its business operations. For clarity, Dataflo will not use Customer Data to train generalized machine-learning models for the benefit of other customers without the Customer's prior written consent.

Dataflo reserves the right to monitor the Customer's usage of the Services to ensure compliance with this Agreement, and may use the Services themselves to conduct such monitoring and enforce the usage restrictions set forth herein.

9. Service Availability

Dataflo will use commercially reasonable efforts to make each Dataflo Product available 99.8% of the time in any calendar month, excluding scheduled maintenance and factors outside of its reasonable control.

• Scheduled Maintenance: Routine maintenance will typically be performed during off-peak hours with prior notice.
• Emergency Maintenance: Unscheduled maintenance may occur when necessary to address urgent security or stability issues.

9.1 Exclusions

This SLA does not apply to any unavailability, suspension, or termination of the Services:

• Caused by events beyond Dataflo's reasonable control (including natural disasters, internet outages, denial-of-service attacks, or outages of third-party data sources such as legislative, regulatory, or campaign-finance data feeds);
• Resulting from Customer's equipment, software, or network connections;
• Due to misuse of the Services, or use in violation of this Agreement; or
• Resulting from actions Dataflo takes at Customer's request or with Customer's consent.

9.2 Support Response Times

Dataflo categorizes support requests by severity and will use commercially reasonable efforts to respond within the following timeframes:

9.3 Changes to SLA

Dataflo may update this SLA from time to time. Material reductions in service levels will not apply during the Customer's then-current Subscription Term.

10. Data Security and Privacy

Dataflo maintains administrative, technical, and physical safeguards designed to protect Customer Data. Where applicable, Dataflo will enter into a Data Processing Agreement with Customer to comply with GDPR or similar regulations, and will execute such additional data protection, security, or records-handling terms as are required of Dataflo by applicable law or the governing procurement vehicle for Government Customers. Upon reasonable request, Dataflo will provide documentation of its security practices, accessibility conformance (e.g., VPAT/Section 508 documentation where applicable), and relevant compliance attestations.

In the event of a confirmed breach of security leading to the unauthorized disclosure of Customer Data, Dataflo will notify the Customer without undue delay and in any event within the timeframe required by applicable law, and will reasonably cooperate with the Customer's remediation and notification efforts.

11. Warranty and Disclaimer

Each party represents and warrants to the other that it possesses the full authority and power to enter into and fulfill its responsibilities under this Agreement, and that its execution and performance of this Agreement do not and will not conflict with or violate any agreement, order, or legal process to which such party is bound, nor require the consent of any governmental authority or other legal entity (other than, for Government Customers, approvals obtained in the ordinary course of procurement).

Dataflo warrants that the Services will function substantially in accordance with their documentation. Dataflo will employ reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions and will perform onboarding and implementation services in a professional and workmanlike manner. Services may occasionally be unavailable due to scheduled or emergency maintenance by Dataflo or third-party providers, or because of other factors outside of Dataflo's reasonable control; Dataflo will endeavor to provide advance written notice (email is sufficient) of any planned service interruptions.

AI-Assisted Outputs. Certain Dataflo Products use artificial intelligence and machine learning to extract, classify, summarize, score, or enrich data (for example, metadata extraction from agreements, bill summaries and impact analysis, and donor or opportunity scoring). Such outputs are generated programmatically, are probabilistic in nature, and may contain errors or omissions notwithstanding stated accuracy targets. The Customer acknowledges that it is solely responsible for reviewing and verifying the accuracy and completeness of AI-assisted outputs before relying on them for any legal, financial, compliance, procurement, or official governmental purpose.

Although some Dataflo employees and contractors may be licensed attorneys or other professionals, Dataflo is not a law firm, accounting firm, lobbying firm, or political consultancy; does not provide legal, accounting, tax, lobbying, or compliance services; and no attorney-client or similar professional relationship is formed between Dataflo and the Customer or any of the Customer's clients. The work product of the Services does not constitute legal opinions or advice and is prepared for direction and review by the Customer.

The Customer's sole remedy for any breach of the warranties in this Agreement is as set forth in the "Term and Termination" section. HOWEVER, DATAFLO DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES IT MAKE ANY WARRANTY REGARDING THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, INCLUDING THE ACCURACY OR COMPLETENESS OF ANY AI-ASSISTED OUTPUTS OR THIRD-PARTY DATA. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES AND ONBOARDING SERVICES ARE PROVIDED "AS IS" AND DATAFLO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12. Limitation of Liability

EXCEPT FOR BODILY INJURY OF A PERSON, NEITHER PARTY NOR ITS SUPPLIERS (INCLUDING EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY: (A) FOR ERROR OR INTERRUPTION OF USE, FOR LOSS OR INACCURACY OR CORRUPTION OF DATA, FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR FOR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND A PARTY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER TO DATAFLO UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE ABOVE, NO LIMITATION OR EXCLUSION OF LIABILITY WILL APPLY WITH RESPECT TO ANY CLAIMS BASED ON A BREACH OF CONFIDENTIALITY, OR ON FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT. NOTHING IN THIS AGREEMENT REQUIRES A GOVERNMENT CUSTOMER TO INDEMNIFY DATAFLO OR LIMITS A GOVERNMENT CUSTOMER'S RIGHTS OR DATAFLO'S OBLIGATIONS IN A MANNER PROHIBITED BY APPLICABLE LAW, INCLUDING ANY APPLICABLE TORT CLAIMS ACT OR ANTI-INDEMNITY STATUTE.

13. Indemnity

Dataflo will defend and indemnify the Customer and its Affiliates from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from a third-party claim, action, or proceeding alleging that the Services, or their use as authorized by this Agreement, infringe or otherwise violate any intellectual property rights or applicable law.

The Customer will defend and indemnify Dataflo and its Affiliates from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from a third-party claim, action, or proceeding alleging that the Customer's or a User's use of the Services in violation of this Agreement, or the Customer Data, infringes or otherwise violates any intellectual property rights or applicable law. To the extent the Customer is a Government Customer whose ability to indemnify is limited by applicable law or constitution, the Customer's obligations under this paragraph apply only to the extent permitted by such law, and Dataflo's remedies otherwise available at law and in equity are preserved.

The party seeking indemnification will provide the indemnifying party with prompt written notice of any claim. The indemnifying party has the right to control the defense or settlement of the claim; however, the indemnifying party may not settle any claim in a manner that imposes liability or obligation on the indemnified party or its Affiliates without the indemnified party's prior written consent. This section states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for the types of claims described herein.

14. Miscellaneous

All notices under this Agreement must be in writing and will be deemed duly given: when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next-day delivery by a recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

This Agreement may be executed in counterparts, each of which together shall constitute one legal instrument. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable. This Agreement represents the complete and exclusive statement of the mutual understanding of the parties and supersedes all prior agreements, written and oral, related to its subject matter. Any modifications must be in writing and signed by both parties, except as otherwise stated herein. In the event of any conflict between this Agreement and any attached exhibit, addendum, Product Schedule, or Order Form, the terms of the latter documents will prevail. No terms stated in a Customer purchase order or other Customer order documentation will form part of this Agreement unless specifically included in an Order Form; provided that, for Government Customers purchasing through a cooperative purchasing agreement or state price agreement, the terms mandated by that procurement vehicle will control to the extent of any conflict.

The parties are independent contractors. No agency, partnership, joint venture, or employment relationship is created by this Agreement. The Customer has no authority to bind Dataflo in any respect. In any legal action related to this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees, except where prohibited by law for Government Customers.

Dataflo may use Affiliates and/or subcontract third parties (each, a "Dataflo Subcontractor"), both within and outside the United States, including engineering and delivery personnel located outside the United States, and may share information relevant to this Agreement with Dataflo Affiliates and Dataflo Subcontractors for purposes of providing the Services and for internal administrative and regulatory compliance, subject to the confidentiality terms of this Agreement and any data-residency or personnel restrictions specified in an Order Form or required by the governing procurement vehicle. Dataflo retains sole responsibility for the provision of the Services, including those performed by any Dataflo Affiliate or Dataflo Subcontractor.

Neither party may assign this Agreement without the prior written consent of the other party, not to be unreasonably withheld; however, a party may assign this Agreement to an Affiliate, or in connection with a merger, sale of substantially all of its assets, or a divestiture or spin-off of any entity or business unit. Any assignment not in accordance with this section will be void. This Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Neither party will be liable for, or deemed in breach of this Agreement due to, any delay or failure to perform as a result of conditions beyond its reasonable control (force majeure), including fire, strike, war, government restrictions, pandemics, or other unavoidable circumstances.

Subject to the Customer's prior consent, Dataflo may use the Customer's name and logo for marketing purposes and refer to the Customer as a client of Dataflo. With such consent, Dataflo is granted a limited license to use specified copyrighted material and trademarks associated with the Customer's logo. For Government Customers, any such use is additionally subject to applicable law and agency policy governing endorsements.

This Agreement will be governed by the laws of the State of New Mexico, without regard to its conflict of law provisions, and all legal proceedings related to this Agreement will be conducted in the state and federal courts located in Bernalillo County, New Mexico, with the parties consenting to the jurisdiction of those courts; provided that, for a Government Customer, the governing law and venue will be those of the Government Customer's own jurisdiction to the extent required by applicable law. Each party waives any right to a jury trial in connection with any litigation pursuant to this Agreement, except where such waiver is unenforceable against a Government Customer.