TalkFlow Terms of Service & End-User License Agreement

1. Definitions

In this Agreement, capitalized terms have the meanings below.

• "Service" means the TalkFlow platform, websites, dashboards, mobile and native applications, APIs, AI voice and chat agents, and all related software, features, and documentation we make available.
• "Customer" or "Organization" means the business entity that registers for the Service and on whose behalf the Service is used. Each Customer is provisioned as a tenant (an "Organization") with isolated data.
• "User" means an individual authorized to access the Service under an Organization, including the Organization's owner and any staff subusers.
• "Authorized User" means a User to whom the Organization has granted access credentials.
• "Customer Data" means all data, content, and information that a Customer or its Users submit to, or that the Service collects or generates on the Customer's behalf through, the Service. This includes business configuration data and End-Customer Data.
• "End-Customer Data" means personal and other information that the Service processes on behalf of a Customer about that Customer's own callers, patients, clients, or contacts — for example, caller names, phone numbers, appointment details, medication-check queries, free-text requests, conversation metadata, call recordings, and transcripts.
• "QuickBooks Data" means data we access from or about a Customer's connected QuickBooks Online company through the Intuit integration, including company information, customers, items, and invoices.
• "Subscription" means a Customer's right to access and use the Service under a selected plan and the associated usage-based billing arrangement.
• "Third-Party Services" means products, services, integrations, and APIs provided by third parties, including QuickBooks/Intuit, our AI voice and chat processing provider (and its underlying large language model providers), our telephony and SMS provider, our payment processor, Google, and Microsoft.
• "Subprocessor" means a third party we engage to process Customer Data on our behalf in connection with providing the Service.
• "Security Incident" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or unauthorized access to, Customer Data or other data processed through the Service.
• "Securely Delete" means to delete data such that the entirety of the data is permanently sanitized, deleted, and rendered unrecoverable from any and all media.
• "Privacy Policy" means our then-current privacy policy, available at https://www.talkflow.us/privacy, which describes how we collect, use, and process personal data.
• "DPA" means our Data Processing Addendum, available at https://www.talkflow.us/dpa, which governs the processing of personal data on the Customer's behalf and is incorporated into this Agreement by reference.

2. Acceptance of Terms

By accessing or using the Service, by clicking to accept, or by otherwise indicating your agreement, you accept these Terms. If you accept on behalf of an Organization, you represent and warrant that you have the authority to bind that Organization to this Agreement, and "you" refers to that Organization and its Users.

You must be at least 18 years old (or the age of majority in your jurisdiction) and capable of forming a binding contract to use the Service. The Service is intended for business use and is not directed to consumers or to children. The eligibility requirement in this Section concerns Users; the treatment of any data about minors that a Customer may submit as End-Customer Data is addressed in Section 12.

These Terms incorporate by reference our Privacy Policy, our Data Processing Addendum, and any acceptable use rules, plan descriptions, or order forms we provide. To the extent of any conflict regarding the processing of personal data, the DPA controls over the body of these Terms. If you have signed a separate written master agreement with TalkFlow, that agreement controls to the extent it conflicts with these Terms.

3. Eligibility & Account Registration

To use the Service, you must register an account and provide accurate, current, and complete information, and keep it updated. We may refuse registration, or suspend or terminate accounts, at our discretion as permitted by this Agreement.

Each Organization is administered by an owner, who may invite and manage staff subusers. Separately, TalkFlow operates an internal platform-administration function used by TalkFlow personnel to operate, support, and maintain the Service across Organizations.

You are responsible for:

• Maintaining the confidentiality and security of all account credentials and access tokens.
• All activity that occurs under your account and the accounts of your Authorized Users.
• Promptly notifying us at [admin@talkflow.us](mailto:admin@talkflow.us) of any unauthorized access, use, or suspected Security Incident involving your account.

Authentication is provided through our cloud database and hosting provider Auth, and passwords are stored only in hashed form. You must use a strong, unique password and must not share credentials.

4. License Grant & Scope of Use

Subject to your compliance with this Agreement and payment of applicable fees, TalkFlow grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the term of your Subscription, solely for your Organization's internal business purposes and within the limits of your selected plan.

This license is a right to access a hosted service; no copy of our software is delivered to you, and no rights are granted other than those expressly stated.

Restrictions on the License

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

• Resell, sublicense, rent, lease, lend, or otherwise make the Service available to any third party except your own Authorized Users, unless we expressly authorize it in writing.
• Copy, modify, translate, or create derivative works of the Service.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying ideas, models, or algorithms, except where this restriction is prohibited by law.
• Remove, obscure, or alter any proprietary notices.
• Use the Service to build a competing product or to benchmark for competitive purposes.

We reserve all rights not expressly granted under this Agreement.

5. Account Responsibilities & Authorized Users

You are responsible for your Authorized Users' compliance with this Agreement and for all acts and omissions of anyone who accesses the Service through your account. You will:

• Ensure each Authorized User keeps credentials confidential and does not share them.
• Promptly deactivate access for Users who should no longer have it.
• Be solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data and End-Customer Data you submit or cause the Service to process.
• Obtain and maintain all consents, notices, permissions, and legal bases required for the Service to process End-Customer Data on your behalf, including any consents required to record calls, generate transcripts, send SMS or chat messages, and contact your end-customers, in compliance with applicable laws (including, where applicable, call-recording, telemarketing, and electronic-communications laws such as the TCPA and analogous state and international rules).

Call recording, automated-agent disclosure, and consent

To help you meet these obligations, the Service provides configurable mechanisms — such as recording-notice and automated-agent disclosure prompts — that you can enable so that your end-customers are informed, where required, that they are interacting with an automated agent and that calls may be recorded and transcribed. You are responsible for enabling and correctly configuring these disclosures wherever required by law, including in one-party and two-party (all-party) consent jurisdictions, and for capturing any consent your use case requires. TalkFlow makes these tools available but does not determine which disclosures or consents your specific use requires.

Multi-tenant isolation between Organizations is enforced at the database layer using managed database logical tenant isolation controls; however, you remain responsible for managing access within your own Organization.

6. Acceptable Use & Prohibited Conduct

You agree to use the Service only for lawful purposes and in accordance with this Agreement. You will not, and will not allow any User or end-customer to:

• Violate any applicable law or regulation, or infringe or misappropriate any intellectual property, privacy, publicity, or other rights of any person.
• Use the AI voice or chat agents to engage in unlawful, fraudulent, deceptive, harassing, abusive, threatening, defamatory, or harmful communications, or to impersonate any person or entity in a deceptive manner.
• Send unsolicited or unlawful communications (spam), or place or facilitate calls or messages in violation of telemarketing, do-not-call, consent, or call-recording laws.
• Upload or transmit malware, or attempt to gain unauthorized access to the Service, other Organizations' data, or any related systems or networks.
• Circumvent or attempt to circumvent security, authentication, tenant isolation, rate limits, or usage metering.
• Scrape, crawl, harvest, data-mine, or use automated means to extract data from the Service except through interfaces we expressly provide.
• Impose an unreasonable or disproportionately large load on our infrastructure or interfere with the Service's operation.
• Use the Service to process special categories of sensitive data, protected health information, or other regulated data except as expressly supported, lawful, and (where applicable) covered by a separate written agreement, or in any manner that would cause TalkFlow to violate the requirements of any Third-Party Service.
• Resell, sublicense, or provide the Service to third parties except as permitted in Section 4.

We may investigate suspected violations and may suspend or terminate access, remove content, or take other action we reasonably believe is necessary to protect the Service, our users, or third parties.

7. AI-Generated Output & Communications

The Service uses artificial intelligence, including third-party large language models and voice synthesis (provided through our AI voice and chat processing provider and its underlying model providers, such as a third-party large language model provider), to generate voice and text responses ("Output"). You acknowledge that AI Output may be inaccurate, incomplete, or unsuitable for a given purpose, and that AI systems can produce errors or unexpected results.

• You are responsible for configuring, supervising, and reviewing the AI agents you deploy, including their prompts, business hours, scheduling logic, and any actions they are permitted to take on your behalf (such as booking appointments or sending requests).
• The Service must not be used as the sole basis for decisions that require professional judgment (for example, medical, legal, or financial advice). Medication-check or similar features are informational tools operated on your behalf and are not a substitute for professional advice.
• You are responsible for ensuring that your end-customers are appropriately informed, where required by law, that they are interacting with an automated agent and that calls may be recorded and transcribed, using the disclosure mechanisms described in Section 5.

As between you and TalkFlow, you own the prompts and configurations you create, subject to our underlying rights in the Service and models.

8. Third-Party Integrations & Services

The Service integrates with and relies on Third-Party Services. Your use of any Third-Party Service is governed by that provider's own terms of service and privacy policy, and you are responsible for complying with them. We do not control and are not responsible for Third-Party Services, their availability, or their acts or omissions, and we disclaim liability for them to the fullest extent permitted by law.

QuickBooks Online / Intuit

TalkFlow integrates with QuickBooks Online, provided by Intuit Inc. ("Intuit"), to create and synchronize usage-based invoices and payment links for a Customer's monthly bill. The connection is authorized via OAuth 2.0, and the connection to a Customer's QuickBooks company is established and managed by the TalkFlow platform administrator.

• Data accessed: company information, customers, items, and invoices within the connected QuickBooks Online company ("QuickBooks Data").
• Purpose limitation: QuickBooks Data is accessed and used solely to provide the invoicing and billing functionality of the Service. QuickBooks Data is not used for advertising, not sold, and not shared with any third party except the Subprocessors strictly necessary to render the Service.
• No cross-customer use: one Customer's QuickBooks Data is never shown to or used by any other Customer. Any cross-customer insights are derived solely from data that has been aggregated and anonymized such that it cannot reasonably be re-identified.
• Consent and authorization: By connecting QuickBooks Online (or by authorizing TalkFlow to connect it on your behalf), you consent to TalkFlow accessing and using the data described above solely for the invoicing and billing purpose stated. The QuickBooks company owner must authorize the OAuth connection, or must expressly direct TalkFlow's platform administrator to authorize it on the owner's behalf. TalkFlow records and retains evidence of this authorization and will produce it to Intuit on request.
• Storage and processing: any QuickBooks Data we retain is stored encrypted at rest within our infrastructure (hosted via our cloud database and hosting provider, region a South America region, and our application hosting provider) and is processed solely to render the invoicing functionality. It is not transferred or exchanged with any party other than the Subprocessors strictly necessary to provide the Service, each bound as described in Section 12. OAuth access and refresh tokens are stored encrypted and refreshed automatically; tokens and QuickBooks Data are never exposed in the application UI, in URLs, or in logs.
• Token handling and no logging: we do not log QuickBooks Data or credentials.
• Disconnect, revocation, and deletion: you may disconnect QuickBooks at any time. On disconnect — and likewise if you revoke consent, terminate, or stop using the Service, or upon your verified deletion request — we revoke the connection through Intuit's revoke endpoint (identifying the company by realmId), immediately cease all access to and processing of your QuickBooks Data, delete the stored OAuth access and refresh tokens, and Securely Delete any QuickBooks Data we have stored, so that it is permanently sanitized and rendered unrecoverable, except the minimum we are legally required to retain for tax and accounting record-keeping (for example, issued invoices) and routine backup-cycle copies that are overwritten on their normal rotation. We will provide written confirmation of deletion on request.

Intuit and TalkFlow act as independent data controllers with respect to data processed through the QuickBooks integration. TalkFlow does not process User Data or Personal Information on Intuit's behalf. Your use of QuickBooks Online is subject to Intuit's applicable terms and privacy notices.

Other Third-Party Services

- AI voice & chat processing — provides AI voice and chat agent processing and access to the underlying large language model (for example, a third-party large language model provider large language models accessed via our AI voice and chat processing provider). - Telephony & SMS — provides telephony and SMS connectivity. - Payment processing — processes payments. Card and payment data are handled by our payment processor under its terms; TalkFlow does not store full payment card numbers. - Google (Google Calendar) and Microsoft (Outlook Calendar) — provide optional appointment calendar synchronization. - Cloud database & hosting (database, authentication, and hosting) and Application hosting (application hosting) support the operation of the Service.

We may add, change, or remove integrations and Subprocessors over time, subject to the notice commitments in Section 12. A current list of Subprocessors, with each one's function and processing location, is published at https://www.talkflow.us/subprocessors.

9. Fees, Billing & Usage-Based Charges

The Service is offered on a usage-based billing model. Fees are calculated based on your actual usage — for example, call minutes and message/usage counts — together with any plan or subscription fees described in your selected plan or order.

• Usage metering: we measure usage (such as minutes and message counts) and bill accordingly. Usage records maintained by the Service are the basis for your charges, absent manifest error.
• Invoicing and payment: invoices may be generated and synchronized through QuickBooks Online and paid via the payment methods we make available (including our payment processor). You authorize us (and our payment processor) to charge your designated payment method for all fees due.
• Taxes: fees are exclusive of taxes. You are responsible for all applicable sales, use, VAT, GST, and similar taxes, excluding taxes on our net income.
• Late or failed payments: if a payment fails or is overdue, we may suspend or limit access to the Service after notice, and overdue amounts may accrue interest to the extent permitted by law.
• Auto-renewal: unless your plan states otherwise, Subscriptions and any usage-based billing periods renew automatically at the end of each term at the then-current rates and for an equivalent term, until cancelled. We will disclose the renewal term and price at sign-up and, where required by law, send a renewal reminder before the renewal date.
• Cancellation: you may cancel at any time through the in-product account controls or by contacting [admin@talkflow.us](mailto:admin@talkflow.us). Cancellation is designed to be at least as easy as sign-up. Cancellation stops future renewals and takes effect at the end of the then-current billing period; you remain responsible for usage incurred and fees accrued through that date.
• Price changes: we may change pricing or introduce new fees prospectively. We will provide at least thirty (30) days' advance notice of material price changes by email or in-product notice, and continued use after the change takes effect constitutes acceptance. If you do not agree, you may cancel before the change takes effect as described above.
• No refunds: except as required by law or expressly stated in a plan, fees are non-refundable, including for partial billing periods and unused capacity.

Billing between TalkFlow and you is handled internally by TalkFlow based on your usage; it is independent of any invoices Intuit, our telephony and SMS provider, our AI voice and chat processing provider, or other providers may issue to TalkFlow.

10. Free Trials, Beta & Promotional Offers

We may offer free trials, beta features, or promotional access at our discretion. Any such offering is provided "AS IS" and "AS AVAILABLE," may be modified or discontinued at any time, and may be subject to additional terms presented at the time of the offer. Beta features may be unstable, may change, and may not be supported.

Unless we state otherwise, trial or promotional access converts to a paid Subscription at the end of the trial or promotional period, and standard fees will then apply on the auto-renewal basis described in Section 9. We will give you prior notice of the conversion where required by law, and you may cancel before conversion through the in-product controls or by contacting us, as described in Section 9.

11. Intellectual Property Ownership

As between the parties, TalkFlow and its licensors own all right, title, and interest in and to the Service, including all software, source code, models, designs, user interfaces, documentation, trademarks, logos, and all related intellectual property rights. This Agreement does not transfer any ownership of TalkFlow's intellectual property to you.

The TalkFlow name, logo, and product names are trademarks of TalkFlow. You may not use them without our prior written consent, except to accurately identify the Service.

Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant TalkFlow a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback into the Service without restriction or obligation to you.

TalkFlow IP-infringement indemnity

TalkFlow will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with this Agreement, infringes that third party's patent, copyright, trademark, or trade secret, and will pay damages and reasonable costs finally awarded against you (or agreed in settlement) for such a claim. This obligation does not apply to claims arising from: (a) Customer Data or End-Customer Data; (b) Third-Party Services or your use of them; (c) AI Output, prompts, or configurations you create or control; (d) use of the Service in violation of this Agreement; or (e) modifications to the Service not made or authorized by us, or combinations of the Service with items not provided by us. If the Service becomes, or in our opinion is likely to become, the subject of an infringement claim, we may at our option and expense procure the right for you to continue using it, modify or replace it to make it non-infringing, or, if neither is commercially reasonable, terminate the affected Subscription and refund any prepaid, unused fees. This Section states our entire liability, and your exclusive remedy, for third-party intellectual-property infringement claims relating to the Service, and is subject to Section 15.

12. Customer Data Ownership & Our Processing Role

You retain all ownership of your Customer Data and End-Customer Data. You grant TalkFlow a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, and display Customer Data and End-Customer Data solely as necessary to provide, maintain, and secure the Service for you, to perform billing, and to comply with law.

Our role and purpose limitation

With respect to End-Customer Data and other personal data we process on your behalf, we act as a processor / service provider, and you act as the controller / business. We process such identified personal data only on your documented instructions and only to provide, secure, and bill for the functionality of the Service, except where law requires otherwise. We do not sell End-Customer Data, we do not use it for our own independent advertising purposes, and we do not use identified End-Customer personal data to train or improve our models or the Service. The DPA referenced in Section 1 governs this processing and prevails over this Section in case of conflict regarding personal data.

With respect to QuickBooks/Intuit data specifically, TalkFlow does not process User Data or Personal Information on Intuit's behalf; we and Intuit are independent controllers as described in Section 8. QuickBooks Data is used only for the functional, billing purpose of the Service, is not sold, is not shared with third parties except the Subprocessors needed to render the Service, and is not used across Customer accounts except in aggregated and anonymized form that cannot reasonably be re-identified. The required Intuit data-handling disclosures — what QuickBooks Data is accessed; how it is used, disclosed, stored, and transferred; that it is not sold and not processed on Intuit's behalf; no cross-customer use except aggregated and anonymized; and deletion on disconnect — are also carried in our Privacy Policy.

Data about minors

The Service is intended for business Users (Section 2). As between the parties, you, as controller, are solely responsible for obtaining any consents or parental authorizations required to process any minor's data through the Service. TalkFlow does not knowingly process children's personal data except as instructed by you with a lawful basis, and our handling of children's data is further described in the Privacy Policy.

Sensitive and health-related data; HIPAA

The Service is not intended to create, receive, maintain, or transmit Protected Health Information ("PHI") as defined under HIPAA, and TalkFlow is not a HIPAA Business Associate unless we have signed a separate Business Associate Agreement with you. You must not use the Service for HIPAA-regulated workflows, and must not submit PHI, without such a separate agreement. For any health-related, special-category (GDPR Article 9), or sensitive personal data (including under CCPA/CPRA) that you are permitted to process through the Service, you warrant that you have a valid lawful basis and any required explicit consent, and TalkFlow processes such data only on your instructions.

Subprocessors

We engage Subprocessors only under a written agreement that imposes data-protection and security obligations at least as restrictive as those in this Agreement, in Intuit's Developer Terms of Service, and under applicable law; we enforce those obligations and remain responsible for our Subprocessors' acts and omissions. Any Subprocessor that receives QuickBooks Data is bound to the same QuickBooks-data restrictions (no sale, no third-party access beyond what is necessary to render the Service, and functional use only). We maintain a current Subprocessor list at https://www.talkflow.us/subprocessors and will provide notice before adding a new Subprocessor and a reasonable opportunity to object, as further described in the DPA.

Aggregated and de-identified data

We may generate aggregated, anonymized, or de-identified data that does not identify you, any User, or any end-customer, and may use such data to operate, analyze, and improve the Service, provided it cannot reasonably be re-identified. We do not use QuickBooks Data for service improvement except in such aggregated and anonymized form.

Data export and deletion

During an active Subscription you may access and export your Customer Data through the Service. Upon termination, or upon a verified request, we will — as described in Section 17, the DPA, and our Privacy Policy — cease processing and Securely Delete or de-identify Customer Data, subject to legally required record-keeping and routine backup-rotation cycles that are overwritten on their normal schedule. Where you disconnect a Third-Party Service (such as QuickBooks), we will immediately cease accessing the corresponding data, delete the associated tokens, and Securely Delete the stored data as described in Section 8.

13. Data Security

We implement and maintain reasonable technical and organizational measures designed to protect Customer Data, including:

• Encryption in transit (TLS) and encryption at rest.
• Multi-tenant isolation between Organizations using managed database logical tenant isolation controls.
• Encrypted storage of OAuth tokens and other sensitive credentials, with keys managed separately from the data they protect.
• Access controls and authentication safeguards.

We do not log QuickBooks Data or credentials, and OAuth tokens and customer-identifying information are never exposed in the application UI, in URLs, in logs, or to other parties.

No method of transmission or storage is completely secure, and we cannot guarantee absolute security. You are responsible for maintaining the security of your own credentials and systems and for promptly reporting any suspected Security Incident to [admin@talkflow.us](mailto:admin@talkflow.us).

Security-incident notification

In the event of a Security Incident affecting your data, we will notify you without undue delay and consistent with applicable data-breach laws, and will cooperate with you in your own notification and remediation obligations. Where a Security Incident affects data accessed through a Third-Party Service integration, we will notify the affected provider as required by that provider's terms — including notifying Intuit without undue delay and in any event no later than twenty-four (24) hours after discovery of a Security Incident affecting QuickBooks Data, via Intuit's designated reporting channel — and will take reasonable remediation steps.

14. Data Retention & Deletion

We retain Customer Data only for as long as necessary for the purposes described in this Agreement and the Privacy Policy, or as required by law. Where a fixed period cannot be stated, we determine retention based on the nature and sensitivity of the data, the purposes for which it is processed, applicable legal and accounting obligations, and the need to resolve disputes and enforce our agreements. Our standard retention periods are:

• Account and Organization data: retained for the life of the account and for a limited tail period after closure (typically 30–90 days) to allow reactivation and to resolve any final billing, after which it is deleted or de-identified.
• End-Customer Data (including call recordings, transcripts, and medication-check or other free-text queries): retained for the period you configure or, absent configuration, for a default period stated in the Privacy Policy; because you are the controller, retention of End-Customer Data follows your instructions.
• Usage and billing records and issued invoices (including QuickBooks invoices): retained for the statutory accounting and tax period (typically up to seven (7) years).
• Backups: rotated and purged on their normal cycle (typically within 30 days); deleted data persisting only in backups is overwritten on that schedule and is not restored except where required to recover the Service.

Upon termination or a verified deletion request, we will Securely Delete or de-identify the applicable Customer Data within the periods above, except for the minimum retained to meet legal record-keeping obligations and the backup-rotation cycles described above. Specific retention details are set out in the Privacy Policy, which is incorporated by reference.

15. Your Privacy Rights & International Data Transfers

Your privacy rights

Depending on where you or the relevant individual is located, applicable data-protection laws — including the EU/UK GDPR, the California Consumer Privacy Act as amended by the CPRA ("CCPA/CPRA"), Brazil's LGPD, and Canada's PIPEDA — may provide rights over personal data, such as the rights to access, correct, delete, port, restrict, or object to processing, to opt out of the "sale" or "sharing" of personal information and of certain targeted advertising, to limit the use of sensitive personal information, and to be free from discrimination for exercising these rights.

• For personal data TalkFlow processes as a controller (for example, Customer account and contact data), you may exercise these rights by contacting [privacy@talkflow.us](mailto:privacy@talkflow.us). We will verify your request, respond within the timeframes required by applicable law, and you may have the right to lodge a complaint with your supervisory authority (such as your EU/UK data protection authority, the relevant LGPD authority, or the California Attorney General / California Privacy Protection Agency).
• For End-Customer Data that TalkFlow processes as a processor on a Customer's behalf, data-subject requests are the responsibility of the Customer (the controller). If we receive such a request directly, we will, where permitted, route it to the relevant Customer and assist that Customer in responding, as described in the DPA. The full catalog of rights, our verification process, and response timelines are described in our Privacy Policy.

International data transfers

The Service is operated primarily for U.S. businesses, but Customer Data is stored and processed by our cloud database and hosting provider in the a South America region region (São Paulo, Brazil) and may be processed in other regions by us or our Subprocessors. Because the Service is also offered in Brazilian Portuguese and Spanish, End-Customer Data may relate to individuals outside the United States.

Where personal data is transferred across borders — including to or from the EEA, the United Kingdom, Switzerland, Brazil, or the United States — we rely on appropriate safeguards, which may include the European Commission's Standard Contractual Clauses (and the UK Addendum) for EEA/UK data, adequacy decisions or the EU-U.S. / UK / Swiss Data Privacy Framework where applicable, and LGPD-compliant transfer mechanisms for data relating to Brazil. Further detail, including how to obtain a copy of the relevant safeguards, is set out in our Privacy Policy and the DPA.

16. Warranties & Disclaimers

THE SERVICE, INCLUDING ALL AI OUTPUT, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. To the maximum extent permitted by law, TalkFlow and its licensors and suppliers disclaim all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement, and any warranties arising from course of dealing or usage of trade.

Without limiting the foregoing, TalkFlow does not warrant that:

• the Service will be uninterrupted, timely, secure, or error-free;
• defects will be corrected;
• the Service or any AI Output will be accurate, complete, reliable, or suitable for your purposes; or
• the Service will meet your requirements or operate in combination with any hardware, software, system, or data not provided by us.

TalkFlow makes no warranties regarding Third-Party Services, which are provided by their respective providers under their own terms. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TALKFLOW AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, arising out of or relating to this Agreement or the Service, whether based on contract, tort (including negligence), strict liability, or any other theory, even if advised of the possibility of such damages and even if a remedy fails of its essential purpose.

TalkFlow's total cumulative liability arising out of or relating to this Agreement or the Service will not exceed the greater of (a) the total amount of fees actually paid by you to TalkFlow for the Service during the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US$100).

Exclusions from the limitations

The exclusion of indirect damages and the liability cap above do not apply to: (i) a party's indemnification obligations under this Agreement; (ii) a party's breach of its confidentiality obligations; (iii) a party's breach of its data-protection or data-security obligations under Sections 12–15 or the DPA; (iv) amounts owed for fees properly due; or (v) a party's gross negligence, willful misconduct, or fraud. For clarity, the US$100 floor in the preceding paragraph does not operate to reduce liability for the matters listed in this paragraph.

These limitations apply to all claims in the aggregate and form an essential basis of the bargain. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you; in such cases, our liability is limited to the maximum extent permitted by law.

18. Indemnification

You will defend, indemnify, and hold harmless TalkFlow and its affiliates, officers, directors, employees, and agents from and against any third-party claims, demands, suits, or proceedings, and any resulting losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to:

• your or your Users' use of the Service;
• your Customer Data or End-Customer Data, including your collection, use, processing, or transmission of it and your failure to obtain required consents, notices, or authorizations;
• the communications generated, placed, or sent through your AI agents (including any violation of call-recording, telemarketing, or consent laws);
• your violation of this Agreement, the acceptable-use rules, or applicable law; or
• your violation of any rights of a third party or any Third-Party Service's terms.

We will promptly notify you of any claim, allow you to control the defense (provided no settlement imposes obligations on us without our consent), and reasonably cooperate at your expense. This Section is without prejudice to TalkFlow's IP-infringement indemnity in Section 11.

19. Confidentiality

Each party (the "Receiving Party") may receive non-public business or technical information of the other party (the "Disclosing Party") that is designated as confidential or that should reasonably be understood to be confidential given its nature and the circumstances ("Confidential Information"), including non-public pricing, the terms of this Agreement, product roadmaps, and security audit details. The Receiving Party will use the Disclosing Party's Confidential Information only to exercise its rights and perform its obligations under this Agreement, will protect it with at least reasonable care, and will not disclose it except to its personnel and advisors who need to know it and are bound by confidentiality obligations.

Confidential Information does not include information that is or becomes public through no fault of the Receiving Party, was rightfully known without obligation of confidence, is independently developed without use of the Confidential Information, or is rightfully obtained from a third party. The Receiving Party may disclose Confidential Information if legally compelled, provided it gives reasonable prior notice where permitted. Upon termination or on request, the Receiving Party will return or destroy the Disclosing Party's Confidential Information, subject to routine backup retention.

This Section does not apply to Customer Data or End-Customer Data, which are governed exclusively by Sections 12–15 and the DPA.

20. Term, Suspension & Termination

This Agreement begins when you first accept it or use the Service and continues until terminated as set out here or until your Subscription ends.

• Termination by you: you may terminate by cancelling your Subscription and closing your account as described in Section 9, subject to payment of any outstanding fees.
• Termination or suspension by us: we may suspend or terminate your access, in whole or in part, (a) for breach of this Agreement, (b) for non-payment, (c) if reasonably necessary to protect the Service, other users, or third parties, (d) if required by law or by a Third-Party Service provider, or (e) for convenience upon reasonable prior notice.
• Effect of termination: upon termination, all licenses granted to you end, you must stop using the Service, and any outstanding fees become due. We will make Customer Data available for export for a limited period where reasonably practicable, after which we will cease processing and Securely Delete or de-identify Customer Data, subject to legally required record-keeping and routine backup-rotation cycles. Connections to Third-Party Services (including QuickBooks) will be disconnected, associated tokens deleted, and stored QuickBooks Data Securely Deleted as described in Section 8; any post-termination export grace period does not extend our access to QuickBooks/Intuit data, which ceases immediately on disconnect or termination.
• Survival: the following survive termination: Sections 1 (Definitions), 9 (for fees accrued before termination), 11 (Intellectual Property, including the TalkFlow IP indemnity), 12–15 (Customer Data, Security, Retention, Privacy Rights & Transfers, to the extent obligations survive), 16 (Warranties & Disclaimers), 17 (Limitation of Liability), 18 (Indemnification), 19 (Confidentiality), 21 (Governing Law & Dispute Resolution), and 23 (General Provisions).

21. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

Courts; equitable relief

Subject to the individual-action provision below, the parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, United States for any dispute arising out of or relating to this Agreement or the Service, and each party waives any objection to venue in those courts. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Individual actions; class-action waiver

To the maximum extent permitted by applicable law, any dispute will be brought and resolved only on an individual basis, and you and TalkFlow each waive any right to bring or participate in a class, collective, consolidated, or representative action. If the class-action waiver in this Section is found unenforceable as to a particular claim or remedy, then that claim or remedy (and only that claim or remedy) will be severed and may proceed in court, while the remainder of this Section continues to apply.

22. Modifications to the Terms & to the Service

We may modify this Agreement from time to time. For non-material changes, the revised Agreement takes effect when posted. For material changes — including changes that materially affect fees or the scope of personal-data processing — we will provide at least thirty (30) days' advance notice by email or in-product notice before the change takes effect, and your continued use of the Service after the effective date constitutes acceptance of the revised Agreement. If you do not agree to a material change, you may terminate before it takes effect, without penalty for that change, as described in Sections 9 and 20. We maintain a "last updated" indicator and reasonable version history so you can identify changes.

We may also change, suspend, or discontinue any part of the Service, including features and integrations, at any time. We will use reasonable efforts to provide notice of material adverse changes. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Service, except as expressly stated in this Agreement.

23. General Provisions

• Entire agreement: this Agreement, together with the Privacy Policy, the DPA, and any order or plan you accept, is the entire agreement between you and TalkFlow regarding the Service and supersedes all prior agreements on the subject.
• Severability: if any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• Waiver: no failure or delay in exercising any right is a waiver of that right.
• Assignment: you may not assign or transfer this Agreement without our prior written consent; we may assign it in connection with a merger, acquisition, reorganization, or sale of assets. Any prohibited assignment is void.
• Force majeure: neither party is liable for delays or failures caused by events beyond its reasonable control.
• No third-party beneficiaries: this Agreement creates no rights in any third party, except that Third-Party Service providers (including Intuit) are intended beneficiaries of the provisions that protect their data and services.
• Relationship of the parties: the parties are independent contractors; this Agreement creates no partnership, agency, joint venture, or employment relationship.
• Notices: legal notices to TalkFlow must be sent to the contact in Section 24; we may provide notices to you via the email associated with your account or through the Service.
• Export & compliance: you will comply with all applicable export-control, sanctions, and anti-corruption laws, and you represent that you are not located in, or a resident of, any embargoed or sanctioned jurisdiction and are not on any restricted-party list.

24. Contact Information

If you have questions about this Agreement, or to send legal notices, contact us at:

• Legal entity: TalkFlow
• Mailing address: admin@talkflow.us
• General/legal email: admin@talkflow.us
• Privacy / data-rights email: privacy@talkflow.us
• Website: https://www.talkflow.us
• Privacy Policy: https://www.talkflow.us/privacy
• Data Processing Addendum: https://www.talkflow.us/dpa
• Subprocessor list: https://www.talkflow.us/subprocessors

This Terms of Service & End-User License Agreement, together with our Privacy Policy and Subprocessor list, is published on our public website and is accessible without logging in.