Flen Inc. — Terms of Service

1. Introduction

These Terms of Service ("Terms") are an agreement between you (the business or organization using Flen's services, referred to as the "Customer") and Flen Inc. ("Flen", "we", "us", or "our"), a company incorporated in the United States. These Terms govern your access to and use of Flen's platform, products and services available at https://www.flen.in/ and related websites, software, widgets, APIs and documentation (collectively, the "Service").

By registering for, accessing, or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

2. Definitions

• Customer: The business or organization that registers for and uses the Service.
• User: An employee, contractor or authorized agent of the Customer who is permitted to use the Service under the Customer’s account and permissions.
• Account: Customer's account with Flen used to access and manage the Service.
• Subscription: Paid access to the Service on a recurring basis (monthly or annual).
• Free Trial: A limited-time trial period during which Customer may use certain parts of the Service free of charge.
• Content: Any materials, data, text, files, websites, business profile information, chat logs, or other content that Customer or its Users upload, submit or generate using the Service.

3. Who May Use the Service

The Service is provided to businesses (B2B). If you are a Customer that offers services to consumers (B2C) and you use Flen's widgets or other deliverables to interact with your customers, you remain responsible for your use and for complying with consumer protection and privacy obligations that apply to your business.

4. Accounts, Registration and Users

a. Registration. To use the Service you must create an Account and provide accurate information. You are responsible for maintaining the confidentiality of Account credentials.

b. Roles and Permissions. Customers may create multiple User accounts with differing roles and permissions. Customers are responsible for all activity that occurs under their Account, including activity by Users.

c. Suspension for Non‑Payment or Misuse. We may suspend or restrict access for non‑payment, suspected misuse of the Service, or breaches of these Terms.

5. Free Trial and Subscriptions

a. Free Trial. We may offer a limited free trial. The trial period and available features are as described at sign‑up. We may terminate or modify trials at any time.

b. Subscriptions. After any trial, access to paid features requires a Subscription. Subscriptions are billed on a recurring basis, monthly or annually. Annual Subscriptions may include a discount compared to monthly billing.

c. Auto‑Renewal. Subscriptions automatically renew at the end of each billing cycle unless cancelled prior to renewal.

d. Cancellation. Customers may cancel a Subscription at any time through their Account. Cancellation takes effect at the end of the current paid period unless otherwise stated.

6. Fees, Taxes and Payment

a. Fees. Customer agrees to pay all Subscription fees and other charges described during sign‑up or in the invoice. Fees are payable by the payment method on file (credit card). You authorize us (and our payment processors) to charge the applicable fees to that payment method.

b. Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable taxes (except taxes based on Flen's net income).

c. Overdue Payments. If payment is overdue we may charge interest, suspend the Service, and/or terminate the Account. We may also collect reasonable collection costs.

7. Refunds and Credits

Because you are a new company and asked for guidance, we propose the following starter policy (this is optional and can be modified):

• Free Trial: No charge during trial period.
• Paid Subscriptions: We offer a 14‑day money‑back guarantee from the initial charge date. If you request a refund within 14 days of your first payment, we will refund the fees paid for that subscription term. After the initial 14 days, fees are non‑refundable except where required by law or as otherwise agreed in writing.
• Service Credits for Downtime: If you experience service unavailability beyond SLA commitments (see Section 10), we may provide service credits, not monetary refunds, as the exclusive remedy for such downtime, subject to verification.

We recommend revisiting refund policies as you grow and after consulting counsel.

8. Suspension, Termination and Effect of Termination

a. Termination by Customer. Customer may terminate its Subscription by cancelling through its Account. Termination is effective at the end of the then‑current paid period unless earlier termination is permitted under the Terms.

b. Termination by Flen. We may suspend or terminate Customer access for breach of these Terms, non‑payment, or for legal or policy reasons. In the event of termination for cause, we will notify Customer and may provide a brief opportunity to cure the breach when appropriate.

c. Effect of Termination. Upon termination or expiration: (i) Customer's access to the Service will end and related platform functionality and products will be inaccessible; (ii) Customer remains responsible for any unpaid fees; (iii) Customer may export its Content for a period of 30 days after termination. After the 30‑day export period we may permanently delete Customer Content, unless otherwise required by law.

9. Service Levels, Maintenance & Support

a. SLA. We aim to provide 99.9% uptime for the Service (subject to scheduled maintenance and exceptions). This is a target; specific SLA credits are described in our SLA policy (which will be made available to paying Customers).

b. Maintenance & Notices. We may schedule maintenance windows and will provide advance notice where reasonably possible.

c. Support. We provide support via email, phone and WhatsApp on a 24/7 basis. Support scope and response times may vary by Subscription plan.

10. Customer Content; Data Rights and Data Deletion

a. Ownership. Customer retains all right, title and interest in and to Customer Content. Flen acquires no rights to Customer Content except the limited rights necessary to provide the Service.

b. Processing Role. To the extent Customer Content includes personal data, Customer is the data controller and Flen acts as a processor (or service provider) that processes personal data on Customer’s behalf consistent with Customer’s instructions and our Privacy Policy and Data Processing Addendum (DPA) where applicable.

c. Use of Content. We may access, process, and use Customer Content only as necessary to provide and improve the Service, to comply with legal obligations, and to defend our rights. We will not sell Customer Content.

d. Deletion & Export. Customers may request deletion of their Content. We will delete Customer Content upon request (subject to a reasonable verification process) and in accordance with our retention practices. Routine permanent deletion may occur after the 30‑day export period following termination.

11. Privacy

Flen's handling of personal data is governed by a separate Privacy Policy, which will be made available to Customers and users. Customers are responsible for providing required notices and obtaining consents from their users when appropriate. If you need, we can draft a Privacy Policy and DPA separately.

12. Acceptable Use

Customers and Users must comply with acceptable use rules. Prohibited activities include, without limitation:

• Using the Service for illegal activities or activities that violate third‑party rights.
• Uploading or sharing content that is unlawful, infringing, abusive, defamatory, obscene, or that facilitates spam.
• Attempting to gain unauthorized access to Flen systems, other customers' accounts, or to test, probe or scan for vulnerabilities.
• Reverse engineering, modifying, or creating derivative works of the Service.

We may investigate alleged violations and take actions including suspension or termination.

13. Intellectual Property

a. Flen IP. Flen and its licensors retain all rights, title and interest in and to the Service, the technology, software, and all intellectual property rights therein.

b. Customer IP. Customer retains ownership of Customer Content and any marks, data, or materials it submits.

c. Feedback. If Customer or its Users provide suggestions or feedback, Customer grants Flen a perpetual, worldwide, royalty‑free license to use such feedback to improve the Service.

14. Third‑Party Services & Integrations

The Service uses and may integrate with third‑party services and providers such as LangGraph, Amazon Web Services (AWS), Calendly, various LLM providers, Google Workspace, SendGrid, PostHog, Sentry and analytics providers (collectively, "Third‑Party Services"). Use of such integrations may be subject to additional third‑party terms and privacy policies.

Where Customer enables an integration (for example, Google Analytics via OAuth), Customer is responsible for that integration and for complying with the third party’s terms. Flen is not responsible for third‑party services and their availability.

15. Confidentiality

Each party will protect Confidential Information of the other party using at least the same standard of care it uses to protect its own confidential information (but no less than reasonable care). Confidential Information does not include information that is publicly available or rightfully received from a third party.

16. Warranties; Disclaimer

a. Warranties. Each party represents that it has the authority to enter into these Terms.

b. Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS‑IS" AND "AS AVAILABLE," AND FLEN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON‑INFRINGEMENT.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, CUSTOMERS OR DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FLEN'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO FLEN IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) USD $10,000.

This limitation will not apply to (i) Customer's payment obligations, (ii) violations of Customer Confidential Information or Customer data obligations, or (iii) gross negligence or willful misconduct to the extent permitted by law.

18. Indemnification

Customer agrees to indemnify, defend and hold harmless Flen and its officers, directors, employees, agents and affiliates from and against any third‑party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Content; (b) Customer's use of the Service in violation of these Terms; or (c) Customer's violation of applicable law.

Flen will defend and indemnify Customer for claims that the Service (excluding Customer Content or third‑party integrations) as provided by Flen infringes a third party's intellectual property rights, subject to the limitations and procedures in these Terms.

19. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to conflict of law principles.

Except for injunctive relief where a party may seek immediate equitable relief in a court of competent jurisdiction, the parties agree to resolve disputes via binding arbitration in Delaware under the rules of the American Arbitration Association, where allowed by law. Each party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or trade secrets.

20. Changes to the Terms

We may update these Terms from time to time. For material changes, we will provide at least 30 days' notice prior to the change taking effect. Continued use of the Service after the notice period constitutes acceptance of the updated Terms.

21. Miscellaneous

a. Entire Agreement. These Terms, together with any Order Form, DPA, SLA or other written agreement between the parties, constitute the entire agreement.

b. Assignment. Customer may not assign these Terms without Flen's prior written consent. Flen may assign these Terms in connection with a merger, acquisition or sale of assets.

c. Severability. If any provision is held invalid, the remainder will continue in effect.

22. Contact Information

Flen Inc. (legal entity: Flen Inc.)

Email: hi@flen.in