These Terms of Service (the “Terms of Service" or “Agreement”) govern access to and use of proprietary technology solutions operated by Userflow, Inc. ("Userflow"), including the SaaS solutions, embedded widgets, applications, and related services that enable mobile application operators to create, personalize, and support in-app experiences (collectively, the “Service”). This Agreement constitutes a binding contract by and between Userflow and the legal entity on whose behalf you are acting ("Customer" or “you”).This Agreement becomes effective on the earlier of (i) the date that you click "Accept" or otherwise indicate acceptance of the Agreement; or (ii) the date you first access or use any Services (the "Effective Date").BY CLICKING "ACCEPT" OR A SIMILAR BUTTON, CREATING AN ACCOUNT OR OTHERWISE ACCESSING, DOWNLOADING, INSTALLING, OR USING THE SERVICES, YOU REPRESENT AND WARRANT THAT: (A) YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) YOU HAVE THE FULL RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND THE CUSTOMER TO ITS TERMS; AND (C) CUSTOMER AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT.IF CUSTOMER DOES NOT AGREE TO THESE TERMS, PLEASE SELECT THE "DECLINE" BUTTON AND DO NOT ACCESS OR USE THE SERVICES.Userflow reserves the right to update and change these Terms of Service upon thirty (30) days' notice. Such notice may be provided by posting the changes to the Userflow website or the Service itself, or by email to the account owner. Your continued use of the Service following the posting of any changes will constitute your express and binding acceptance of and consent to the revised Agreement.In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Customer and Userflow agree as follows:Violation of any of the terms below may result in the termination of your account.
1. DEFINITIONS"AI Assistant" means the artificial intelligence-powered chatbot feature of the Service that utilizes machine learning models to provide responses based on Customer Data and other inputs.“AI Features” means features that incorporate or utilize artificial intelligence and machine learning technologies, including, without limitation, the AI Assistant."AI Input" means any information, data, text, prompts, or other content submitted to the AI Features by or on behalf of Customer, Authorized Users, or End Users."AI Output" means any information, data, text, or other content generated by the AI Features in response to AI Input."Authorized Users" means Customer's employees, agents, and representatives who are authorized by Customer to access and use the Service under the rights granted pursuant to this Agreement."Code Snippet" means the proprietary code provided by Userflow that Customer integrates into Customer Applications to enable the Service functionality.“Credentials” has the meaning set forth in Section 3.3."Customer Application" means Customer's web-based, mobile, and other software application(s) into which Customer integrates the Code Snippet or other Services, in whole or in part."Customer Data" means all information, data, text, images, content, branding, metadata, and other materials submitted, posted, provided, made available, authorized for display, or otherwise transmitted by Customer or Authorized Users on, through, or in connection with the Service."End Users" means the users of Customer's Application who interact with the Service features embedded therein.“Feedback” has the meaning set forth in Section 5.4.“Fees” has the meaning set forth in Section 6.1.“Initial Term,” “Renewal Term,” and “Term” have the respective meanings set forth in Section 9.1."Monthly Active Users" or "MAUs" means the number of unique End Users who interact with any Service feature within Customer's Application during a rolling thirty (30) day period, as measured by Userflow.“Updates” has the meaning set forth in Section 2.7.“Usage Data” has the meaning set forth in Section 5.3.“Userflow Properties” has the meaning set forth in Section 5.1.
2. SERVICES AND LICENSE2.1 License Grant. Subject to and conditioned on Customer's payment of all Fees and compliance with the terms herein, Userflow hereby grants to Customer a non-exclusive, non-transferable, revocable right to access and use the Service during the Term, solely for use by Customer and its Authorized Users in accordance with the terms and conditions herein. This license includes the right to:
(a) Access and use the hosted Service platform, including the visual builder, analytics dashboard, segmentation tools, survey features, in-app messaging capabilities, and AI Features;
(b) Integrate the Code Snippet into Customer Applications to enable Service functionality within such applications;
(c) Create, deploy, and manage user flows, onboarding experiences, and in-app features using the Service's visual builder and AI Features;
(d) Collect and analyze End User interaction data through the Service's analytics and tracking features that may include AI Features; and
(e) Connect the Service to third-party tools, including CRMs and analytics platforms, through available integrations.2.2 Scope of Use. The license granted herein is for Customer's internal business purposes only. Customer is not granted any right to redistribute the Service, and except to the extent expressly permitted by Userflow or authorized within the Service, Customer shall not authorize, permit, or enable any use of the Service by another person or entity. The total number of Authorized Users and MAUs will not exceed any limitations set forth in Customer's subscription plan, and Customer acknowledges that Usage-Based Upgrades may apply in accordance with Section 6.6 below.2.3 Code Snippet Integration. Customer acknowledges that use of the Service requires integration of the Code Snippet into Customer Applications. Customer is solely responsible for properly implementing and maintaining the Code Snippet in accordance with Userflow's documentation. Userflow shall have no liability for any issues arising from improper implementation of the Code Snippet.2.4 Third-Party Services. Userflow may make available integrations with third-party products and services ("Third-Party Services"). Customer's access to or use of Third-Party Services is solely between Customer and the applicable third-party provider and is governed by such provider's terms and policies. Userflow makes no representations, warranties, or guarantees regarding Third-Party Services and will not be liable for any damages arising from Customer's use of Third-Party Services.2.5 Support. Subject to the terms hereof, Userflow will provide Customer with its standard technical support services. Userflow may amend the technical support services offered from time to time in its sole discretion.2.6 Modifications to the Services. Userflow reserves the right, in its sole discretion, to modify, update, suspend, or discontinue the Service, or any features, components, or functionality thereof, in whole or in part, at any time with or without notice; provided, however, that Userflow shall not make any modification, suspension, or discontinuation that materially degrades the primary functionality of the Service during Customer's then-current subscription term without providing Customer at least thirty (30) days' prior written notice. For purposes of this Section, "primary functionality" means the core features and capabilities of the Service as described in the applicable subscription plan documentation at the time of Customer's subscription. Userflow shall not be liable to Customer or any third party for any modification, update, price change, suspension, or discontinuance of the Service, or any part thereof, except that if Userflow discontinues the Service in its entirety during Customer's then-current paid subscription term, Userflow shall provide Customer with a pro rata refund of any prepaid Fees attributable to the period following the effective date of discontinuation.2.7 Updates and Enhancements. Userflow may, from time to time, implement updates, enhancements, bug fixes, patches, and other modifications to the Service ("Updates"). Customer acknowledges that such Updates may occur automatically and without prior notice, and Customer consents to such automatic Updates. Updates that materially alter the functionality of the Service shall be subject to the notice requirements set forth in Section 2.6 above.