Business-to-Business Software-as-a-Service Licensing Agreement
Licensor
O and P Advisory Services, LLC
Product
FLOWOF1 — Business Modeling & Workflow Analysis Platform
Last Updated
June 25, 2026
Effective Date:
The date on which LICENSEE completes electronic acceptance ("I Agree" click-wrap or checkout completion).
Privacy Policy
Incorporated by reference (Section 6.6)
Data Processing Addendum
Enterprise DPA incorporated into this Agreement
Sub-Processor List
Authorized third-party processors
Cookie Policy
How we use cookies and tracking technologies
As used throughout this Agreement, the following capitalized terms shall have the meanings set forth below. Other terms may be defined in context throughout this Agreement.
Subject to LICENSEE’s full and continued compliance with all terms and conditions of this Agreement, including timely payment of all Fees, LICENSOR hereby grants to LICENSEE a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for LICENSEE’s own internal business operations during the Subscription Term. This license does not include any right to access or use the Platform’s source code, object code (except as required for authorized browser-based use), underlying algorithms, or any component of the Licensor Data beyond the Outputs generated for LICENSEE.
LICENSEE may permit its employees and contractors who are working directly on behalf of LICENSEE (“Authorized Users”) to access and use the Platform, provided that: (a) each Authorized User agrees to terms no less restrictive than those set forth in this Agreement; (b) LICENSEE ensures that all Authorized Users comply with all applicable terms of this Agreement; and (c) LICENSEE is and remains fully responsible for all acts, omissions, and conduct of all Authorized Users as though such acts, omissions, and conduct were those of LICENSEE itself. LICENSEE shall promptly revoke access for any Authorized User who ceases to be an employee or contractor or who violates any provision of this Agreement.
If LICENSEE purchases one or more Workcenter Bundles, the license granted herein extends to those modules under the same terms and conditions set forth in this Agreement. Each Workcenter Bundle is subject to its own scope of use as described in the applicable order form or checkout confirmation completed at the time of purchase. Access to any Workcenter Bundle is contingent upon LICENSEE maintaining an active, paid base subscription to the Platform. LICENSOR reserves the right to modify, discontinue, or replace any Workcenter Bundle with reasonable prior notice to LICENSEE.
All rights not expressly granted to LICENSEE in this Agreement are reserved exclusively to LICENSOR. No implied licenses are granted hereunder. Nothing in this Agreement shall be construed to grant LICENSEE any ownership interest in the Platform, the Licensor Data, the Documentation, or any Intellectual Property Rights of LICENSOR. LICENSOR retains the right to modify, update, enhance, or discontinue any feature or component of the Platform at any time, subject to reasonable notice where practicable.
LICENSOR offers the following subscription plan types: (a) Monthly Subscriptions, which are billed once per calendar month on a recurring basis beginning on the Effective Date; and (b) Annual Subscriptions, which are billed in full at the commencement of each twelve (12)-month Subscription Term. LICENSEE shall select the applicable plan type at checkout. The plan type selected shall govern the billing frequency and renewal terms applicable to LICENSEE’s subscription.
Optional Workcenter Bundle modules are available for separate purchase in addition to the base Platform subscription. Workcenter Bundles are available on a monthly or annual billing basis, as selected by LICENSEE at checkout. Fees for Workcenter Bundles are in addition to, and independent of, the base subscription Fees, unless otherwise explicitly stated in an applicable order form. Workcenter Bundle access is contingent upon the continued existence of an active base subscription in good standing.
LICENSOR reserves the right to modify the Fees for the Platform or any Workcenter Bundle at any time. LICENSOR shall provide LICENSEE with at least thirty (30) days’ advance written notice of any Fee changes, which notice may be delivered by email to the address on file or through an in-Platform notification. LICENSEE’s continued use of the Platform or any Workcenter Bundle after the effective date of the Fee change shall constitute LICENSEE’s acceptance of the revised Fees. If LICENSEE does not agree to the revised Fees, LICENSEE may cancel its subscription in accordance with Section 3.6 prior to the Fee change taking effect.
All Fees are due and payable in advance of the applicable Subscription Term or billing cycle. All Fees paid are non-refundable except as expressly provided in Section 10 of this Agreement or as required by applicable law. LICENSOR accepts payment via the payment methods made available at checkout. LICENSEE authorizes LICENSOR to charge the payment method on file for all applicable Fees, including upon renewal. Failure to pay any Fees when due shall entitle LICENSOR, at its sole discretion and without limiting any other remedies, to suspend or terminate LICENSEE’s access to the Platform and any Workcenter Bundles, with or without advance notice.
All Fees stated are exclusive of any applicable federal, state, local, or foreign taxes, levies, duties, or similar governmental assessments, including sales taxes, value-added taxes (VAT), and goods and services taxes (GST). LICENSEE is solely responsible for the payment of all such taxes associated with LICENSEE’s purchase and use of the Platform, excluding only taxes imposed on LICENSOR’s net income. If LICENSOR is required to collect any such taxes, LICENSOR will invoice LICENSEE for such taxes and LICENSEE shall pay them promptly.
All subscriptions (both base Platform subscriptions and Workcenter Bundle add-ons) renew automatically at the end of each Subscription Term unless LICENSEE provides written cancellation notice to LICENSOR prior to the applicable renewal date. To cancel a Monthly Subscription, LICENSEE must provide written notice at least five (5) business days before the scheduled monthly renewal date. To cancel an Annual Subscription, LICENSEE must provide written notice at least thirty (30) calendar days before the scheduled annual renewal date. Cancellation notices must be submitted in writing to LICENSOR’s designated notice address as provided in Section 16, or through LICENSEE’s in-platform account settings using the self-service cancellation feature; either method shall constitute valid written notice for purposes of this Agreement. Cancellation takes effect at the end of the then-current paid Subscription Term. No refunds or credits are provided for any unused portion of a prepaid Subscription Term following cancellation.
FLOWOF1 is a business modeling and workflow analysis tool only. The Platform is designed to generate analytical Outputs based exclusively on data and parameters that LICENSEE inputs into the Platform. The Platform is a computational and analytical instrument; it does not possess professional expertise, licensure, certification, or judgment. The Platform does not constitute, and shall not be used as, a substitute for Professional Advice of any kind.
Nothing contained in or generated by the Platform, its Outputs, Documentation, or in any communication from LICENSOR (including without limitation any support correspondence, marketing materials, or platform-generated content) constitutes, or is intended to constitute, legal, financial, accounting, tax, investment, regulatory, medical, compliance, strategic, operational, or any other form of Professional Advice. LICENSOR is not a law firm, accounting firm, investment advisor, financial planner, or professional services provider of any kind. No attorney-client, accountant-client, advisor-client, or other professional relationship is formed between LICENSOR and LICENSEE by virtue of this Agreement or LICENSEE’s use of the Platform.
LICENSEE expressly acknowledges and agrees that: (a) all business decisions made by LICENSEE, whether or not informed by or in reliance upon any Output from the Platform, are made exclusively at LICENSEE’s own discretion and risk; (b) LICENSEE has the sole and exclusive obligation to independently evaluate and verify all Outputs against applicable facts, circumstances, and applicable law before taking any action in reliance thereon; (c) LICENSEE must engage independently retained, qualified professionals (including without limitation attorneys, certified public accountants, financial advisors, or regulatory specialists) as appropriate to LICENSEE’s specific situation before making any material business decision; and (d) LICENSOR shall have no liability whatsoever for any actions taken or not taken by LICENSEE or any Authorized User in reliance upon any Output.
No use of the Platform, no Output generated by the Platform, and no communication from LICENSOR creates or implies any fiduciary relationship, advisory relationship, professional engagement, agency relationship, or duty of care between LICENSOR and LICENSEE or any Authorized User. LICENSOR owes no duty to LICENSEE beyond the express obligations set forth in this Agreement.
Any projections, forecasts, financial models, scenario analyses, workflow projections, or other forward-looking Outputs generated by the Platform are entirely hypothetical in nature and are based solely on the data and parameters provided by LICENSEE as inputs. Such Outputs reflect the mathematical and logical application of LICENSOR’s modeling frameworks to LICENSEE-provided inputs only. LICENSOR makes no representation, warranty, or guarantee whatsoever that actual outcomes, results, performance, or events will correspond to, approximate, or resemble any modeled Output. Past modeling performance does not guarantee or predict future accuracy. LICENSEE assumes all risk associated with reliance on forward-looking Outputs.
The Platform may only be accessed and used by LICENSEE and its Authorized Users for lawful, internal business modeling, analysis, and workflow analysis purposes that are consistent with this Agreement. Any use of the Platform for any purpose other than LICENSEE’s own internal business operations is strictly prohibited without LICENSOR’s express prior written consent.
LICENSEE shall not, and shall ensure that all Authorized Users do not, directly or indirectly: (a) Reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or access the source code, object code, underlying algorithms, logic, data structures, or architecture of the Platform or any component thereof; (b) Copy, reproduce, adapt, translate, modify, or create derivative works of the Platform, Documentation, or any Licensor Data, in whole or in part; (c) Rent, lease, lend, sublicense, sell, resell, transfer, distribute, or otherwise make the Platform or access thereto available to any third party, whether for compensation or otherwise; (d) Use the Platform to provide outsourced data processing, bureau service, time-sharing, managed services, or any other service to third parties, whether or not for compensation; (e) Circumvent, disable, bypass, or interfere with any security features, access controls, authentication mechanisms, or technical limitations of the Platform; (f) Introduce, transmit, or store any viruses, worms, Trojan horses, ransomware, malware, spyware, or any other harmful, disruptive, or destructive code or program into or through the Platform; (g) Use automated scripts, bots, scrapers, crawlers, data harvesting tools, or any other automated means to access, query, extract data from, or interact with the Platform, except as expressly authorized by LICENSOR in writing; (h) Upload, transmit, or store through the Platform any content, data, or materials that: (i) infringe or misappropriate any third-party Intellectual Property Rights; (ii) violate any applicable law or regulation; (iii) constitute defamatory, obscene, abusive, or otherwise objectionable material; or (iv) contain any personally identifiable information of individuals in violation of applicable privacy laws; (i) Represent any Output as Professional Advice, or provide, transmit, distribute, or present any Output to any third party (including LICENSEE’s clients, customers, investors, or regulators) as constituting professional, expert, legal, financial, tax, regulatory, or investment guidance; (j) Access or use the Platform for purposes of competitive intelligence, reverse benchmarking, or product development competitive analysis, or for the purpose of designing, developing, or supporting any product or service that competes with the Platform; or (k) Share, publish, or otherwise permit access to LICENSEE’s login credentials or account access with or to any individual who is not an Authorized User, or otherwise permit or facilitate unauthorized access to the Platform.
LICENSEE is solely and fully responsible for maintaining the security and confidentiality of all account credentials, passwords, access tokens, and authentication information associated with LICENSEE’s account. LICENSEE shall implement appropriate internal security measures to prevent unauthorized access to LICENSEE’s account. LICENSEE must immediately notify LICENSOR in writing of any known or reasonably suspected unauthorized access to LICENSEE’s account, compromise of credentials, or security breach involving the Platform. LICENSOR shall not be liable for any loss, damage, or liability arising from LICENSEE’s failure to maintain the security of its account credentials.
LICENSEE shall access and use the Platform in strict compliance with all applicable federal, state, local, and foreign laws, regulations, rules, and ordinances, including without limitation data protection and privacy laws, export control laws, anti-corruption laws, and all industry-specific regulations applicable to LICENSEE’s business. LICENSEE is solely responsible for determining whether its use of the Platform complies with all applicable legal and regulatory requirements specific to LICENSEE’s industry and jurisdiction.
LICENSOR reserves the right, upon reasonable prior written notice of no less than five (5) business days (except in cases of suspected material breach, fraud, or security incident, for which no advance notice shall be required), to audit LICENSEE’s use of the Platform for the purpose of verifying LICENSEE’s compliance with the terms of this Agreement. Any such audit shall be conducted in a manner designed to minimize disruption to LICENSEE’s normal business operations. LICENSEE shall cooperate reasonably with any such audit and shall provide access to relevant records, logs, and personnel as reasonably required. If an audit reveals a material breach of this Agreement, LICENSEE shall bear the reasonable costs of the audit.
As between LICENSOR and LICENSEE, LICENSEE retains all right, title, and ownership interest in and to the Licensee Data that LICENSEE or its Authorized Users submit to or through the Platform. Nothing in this Agreement shall be construed to transfer or assign to LICENSOR any ownership interest in Licensee Data.
LICENSEE hereby grants to LICENSOR a limited, non-exclusive, royalty-free license to access, store, receive, process, and use Licensee Data solely for the purposes of: (a) providing the Platform services to LICENSEE; (b) maintaining the stability, security, and integrity of the Platform; and (c) as otherwise permitted by this Agreement or the Privacy Policy. This license is limited to the purposes described herein and does not permit LICENSOR to use Licensee Data for training machine learning models or improving LICENSOR’s products, except as expressly provided in Section 6.5.
LICENSEE acknowledges that the Platform is a cloud-hosted, persistent storage service. To ensure continuity of service and functionality, Licensee Data (including but not limited to job schedules, scenarios, workcenter configurations, and operational inputs) is stored securely in the Platform’s database. LICENSEE data is not purged upon logout or session termination; rather, it is retained to allow LICENSEE to access, modify, and manage its manufacturing schedules and models across multiple sessions. LICENSOR will maintain Licensee Data for the duration of the Subscription Term, unless LICENSEE requests earlier deletion in accordance with our Privacy Policy or applicable law.
Consistent with the persistence of Licensee Data, all Outputs generated by the Platform—such as optimized schedules, scenario reports, and operational dashboards—are persisted to the LICENSEE’s account to facilitate ongoing manufacturing planning. LICENSOR retains this data to ensure the Platform’s availability and functionality for the LICENSEE. LICENSEE is responsible for managing its own data retention needs and may request an export of its Licensee Data by submitting a written request to LICENSOR at the contact information set forth in Section 16; LICENSOR will use commercially reasonable efforts to provide such export within a reasonable period following receipt of such request.
Notwithstanding the foregoing, LICENSOR may collect, use, analyze, and disclose anonymized, aggregated, de-identified technical and usage data derived from LICENSEE’s use of the Platform (including, without limitation, feature usage patterns, session frequency, performance metrics, error rates, and load data), provided that such data: (a) cannot reasonably be used, alone or in combination with other information, to identify LICENSEE, any Authorized User, or any individual; and (b) does not incorporate or reveal any Licensee Data. LICENSOR may use such anonymized, aggregated data for purposes of platform improvement, product development, performance analysis, and statistical reporting.
LICENSOR’s Privacy Policy, as updated from time to time and available on the FLOWOF1 website, is incorporated by reference into this Agreement and describes LICENSOR’s practices with respect to information collected through the Platform (including, without limitation, account registration data and technical usage data). In the event of any direct conflict between this Agreement and the Privacy Policy with respect to the treatment of Licensee Data, this Agreement shall control. LICENSOR utilizes third-party cloud infrastructure and platform services (including Base44) to host the Platform and process Licensee Data. LICENSOR remains responsible for the security and privacy of Licensee Data processed by such third-party providers in accordance with this Privacy Policy and applicable law.
LICENSOR implements commercially reasonable technical, administrative, and organizational security measures designed to protect the Platform and LICENSEE’s account from unauthorized access, disclosure, alteration, or destruction. LICENSEE acknowledges and agrees that: (a) no information technology system or security measure is completely secure or impenetrable; (b) LICENSOR does not guarantee the absolute security of the Platform or any data transmitted to or through the Platform; and (c) LICENSEE assumes sole responsibility for implementing its own data backup, business continuity, and data retention practices with respect to any Licensee Data and Outputs.
The Platform (including all software, code, interfaces, and underlying infrastructure), Documentation, Licensor Data, all underlying technology, analytical frameworks, algorithms, models, logic trees, computational methods, trade secrets, and all associated Intellectual Property Rights are and shall at all times remain the sole and exclusive property of LICENSOR. This Agreement does not transfer, assign, or convey to LICENSEE any ownership interest whatsoever in the Platform, Licensor Data, Documentation, or any Intellectual Property Rights of LICENSOR. LICENSEE’s access to and use of the Platform is limited solely to the license expressly granted in Section 2 of this Agreement.
If LICENSEE or any Authorized User voluntarily provides LICENSOR with any suggestions, ideas, enhancement requests, recommendations, comments, or other feedback relating to the Platform or its features (collectively, “Feedback”), LICENSEE hereby irrevocably assigns to LICENSOR all right, title, and interest (including all Intellectual Property Rights) in and to such Feedback. LICENSOR may use, incorporate, exploit, disclose, and commercialize any Feedback without restriction, attribution, compensation, or obligation of any kind to LICENSEE. LICENSEE waives any and all claims to compensation, credit, or attribution with respect to any Feedback provided.
LICENSOR’s trademarks, service marks, trade names, product names, logos, and branding (including, without limitation, “FLOWOF1” and all associated marks) are the exclusive property of LICENSOR and are protected under applicable trademark and unfair competition laws. LICENSEE shall not use any LICENSOR marks, branding, or trade dress in any manner without LICENSOR’s prior written consent, which may be granted or withheld in LICENSOR’s sole discretion. Any authorized use of LICENSOR’s marks must conform to LICENSOR’s then-current brand guidelines.
Subject to LICENSOR’s exclusive ownership of and Intellectual Property Rights in the Platform, Licensor Data, underlying algorithms, models, and logic used to generate Outputs, and subject to LICENSEE’s full compliance with this Agreement, LICENSEE owns the specific Output content generated from LICENSEE’s own Licensee Data inputs. For the avoidance of doubt: (a) LICENSOR retains all right, title, and interest in the models, frameworks, algorithms, and computational logic that produce Outputs; (b) LICENSEE’s ownership of Outputs does not include any right to access, reproduce, or exploit the underlying LICENSOR technology or methods used to generate such Outputs; and (c) LICENSEE’s ownership of Outputs is subject to all disclaimers and limitations set forth in this Agreement, including without limitation Sections 4, 8, 9, and 10.
THE PLATFORM, ALL DOCUMENTATION, AND ALL OUTPUTS ARE PROVIDED TO LICENSEE “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY; (B) ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) ANY IMPLIED WARRANTY OF TITLE; (D) ANY IMPLIED WARRANTY OF NON-INFRINGEMENT; (E) ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (F) ANY WARRANTIES THAT THE PLATFORM WILL MEET LICENSEE’S SPECIFIC REQUIREMENTS OR EXPECTATIONS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ANY OF ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.
LICENSOR DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE AVAILABLE, UNINTERRUPTED, OR ERROR-FREE AT ANY PARTICULAR TIME OR FOR ANY SPECIFIED PERIOD; (B) THE PLATFORM WILL OPERATE WITHOUT DEFECTS, BUGS, LATENCY, OR DEGRADED PERFORMANCE; (C) THE PLATFORM WILL BE FREE OF VIRUSES, MALWARE, HARMFUL COMPONENTS, OR SECURITY VULNERABILITIES; OR (D) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AVAILABILITY, RELIABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE PLATFORM OR ANY OUTPUTS GENERATED THEREBY.
LICENSOR DOES NOT WARRANT THAT THE PLATFORM WILL MEET LICENSEE’S REQUIREMENTS, EXPECTATIONS, OR OBJECTIVES, OR THAT ANY OUTPUTS WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, SUITABLE, OR APPROPRIATE FOR ANY PARTICULAR BUSINESS PURPOSE OR DECISION. ALL OUTPUTS ARE GENERATED BASED SOLELY ON LICENSEE-PROVIDED INPUTS AND ARE SUBJECT TO ALL DISCLAIMERS IN SECTION 4 OF THIS AGREEMENT. LICENSEE ASSUMES FULL AND SOLE RESPONSIBILITY FOR EVALUATING THE SUITABILITY AND ACCURACY OF ALL OUTPUTS.
IF THE PLATFORM INTERFACES WITH, INTEGRATES, OR CONNECTS TO ANY THIRD-PARTY SERVICES, PLATFORMS, APPLICATIONS, OR DATA SOURCES, LICENSOR MAKES NO WARRANTY OF ANY KIND REGARDING SUCH THIRD-PARTY SERVICES AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR THE PERFORMANCE, ACCURACY, AVAILABILITY, SECURITY, OR FITNESS FOR PURPOSE OF ANY SUCH THIRD-PARTY SERVICES. LICENSEE’S USE OF ANY THIRD-PARTY SERVICES IS SUBJECT SOLELY TO THE TERMS AND CONDITIONS OF THOSE THIRD PARTIES.
IN NO EVENT SHALL LICENSOR, ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, OR AFFILIATES (COLLECTIVELY, “LICENSOR PARTIES”) BE LIABLE TO LICENSEE, ANY AUTHORIZED USER, OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS OR REVENUE; LOSS OF DATA; LOSS OF GOODWILL OR BUSINESS REPUTATION; LOSS OF BUSINESS OPPORTUNITY; COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, OR SERVICES; BUSINESS INTERRUPTION OR DOWNTIME; FAILURE TO REALIZE EXPECTED SAVINGS; OR ANY OTHER SIMILAR OR RELATED ECONOMIC LOSS, EVEN IF ANY LICENSOR PARTY HAS BEEN ADVISED OF, OR SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, STATUTE, OR OTHERWISE).
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR’S TOTAL CUMULATIVE, AGGREGATE LIABILITY TO LICENSEE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PLATFORM, ANY OUTPUTS, OR ANY ACT OR OMISSION OF LICENSOR (INCLUDING, WITHOUT LIMITATION, ALL CLAIMS FOR BREACH OF CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER CAUSE OF ACTION OR LEGAL THEORY), REGARDLESS OF THE FORM OF ACTION OR THE NUMBER OF CLAIMS ASSERTED, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY LICENSEE TO LICENSOR IN THE THIRTY (30) CALENDAR DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM GIVING RISE TO LIABILITY FIRST AROSE.
THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (A) THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, AND EXCLUSIONS OF DAMAGES SET FORTH IN THIS SECTION AND THROUGHOUT THIS AGREEMENT REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN COMMERCIALLY SOPHISTICATED BUSINESS ENTITIES; (B) SUCH LIMITATIONS AND DISCLAIMERS ARE A FUNDAMENTAL, MATERIAL, AND ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES; AND (C) LICENSOR WOULD NOT HAVE ENTERED INTO THIS AGREEMENT OR OFFERED THE PLATFORM AT THE APPLICABLE FEE LEVELS WITHOUT SUCH LIMITATIONS, DISCLAIMERS, AND EXCLUSIONS. THE PARTIES HAVE INDEPENDENTLY EVALUATED THE RISKS AND BENEFITS OF THIS AGREEMENT AND HAVE DETERMINED THAT THE TERMS ARE COMMERCIALLY REASONABLE AND ACCEPTABLE.
THE EXISTENCE OF MORE THAN ONE CLAIM, OR MORE THAN ONE CAUSE OF ACTION, SHALL NOT EXPAND, INCREASE, OR OTHERWISE AFFECT THE AGGREGATE LIABILITY CAP SET FORTH IN SECTION 9.2. ALL CLAIMS BY LICENSEE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE AGGREGATED FOR PURPOSES OF THE LIABILITY CAP, REGARDLESS OF HOW OR WHEN ASSERTED.
LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS AGREEMENT BY LICENSOR, ANY DEFECT IN THE PLATFORM, ANY FAILURE OF THE PLATFORM TO PERFORM AS INTENDED OR EXPECTED, ANY INACCURACY OR ERROR IN ANY OUTPUT, OR ANY OTHER CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR ANY OUTPUTS, SHALL BE, EXCLUSIVELY AT LICENSOR’S SOLE OPTION AND SOLE DISCRETION: (A) RE-PERFORMANCE OR CORRECTION OF THE AFFECTED PLATFORM SERVICE OR FEATURE; OR (B) A PRO-RATA CREDIT OR REFUND OF FEES PAID BY LICENSEE THAT ARE DIRECTLY AND REASONABLY ATTRIBUTABLE TO THE PERIOD OF MATERIAL, DOCUMENTED NON-PERFORMANCE OF THE PLATFORM. LICENSOR SHALL HAVE ABSOLUTELY NO OTHER OBLIGATION, LIABILITY, OR RESPONSIBILITY TO LICENSEE BEYOND THESE SOLE AND EXCLUSIVE REMEDIES. THESE REMEDIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER RIGHTS, REMEDIES, AND CLAIMS AT LAW, IN EQUITY, OR UNDER STATUTE THAT LICENSEE MAY OTHERWISE HAVE AGAINST LICENSOR.
LICENSEE shall, at its own expense, indemnify, defend (with counsel reasonably acceptable to LICENSOR), and hold harmless LICENSOR and each of its members, managers, officers, directors, employees, agents, successors, assigns, and affiliates (each, a “LICENSOR Indemnitee”) from and against any and all claims, demands, suits, proceedings, liabilities, losses, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and court costs) asserted by any third party and arising out of or related to: (a) LICENSEE’s or any Authorized User’s access to, use of, or misuse of the Platform, including any use in violation of this Agreement or applicable law; (b) any breach or alleged breach of any representation, warranty, covenant, or obligation of LICENSEE under this Agreement; (c) LICENSEE’s violation of any applicable federal, state, local, or foreign law or regulation; (d) LICENSEE’s use, application, distribution, or reliance upon any Output as or in lieu of Professional Advice, or the presentation of any Output as Professional Advice to any third party; (e) any dispute or claim between LICENSEE and any third party (including LICENSEE’s clients, customers, partners, or employees); or (f) LICENSEE’s failure to obtain any necessary consents or authorizations in connection with LICENSEE’s submission of Licensee Data to the Platform.
Subject to the limitations and exclusions set forth in Section 11.3, LICENSOR shall indemnify, defend, and hold harmless LICENSEE from and against third-party claims alleging that the Platform, as provided by LICENSOR and used by LICENSEE strictly in accordance with this Agreement, directly infringes a valid, issued United States patent, registered copyright, or registered trademark of a third party, provided that: (a) LICENSEE promptly notifies LICENSOR in writing upon becoming aware of any such claim (but in no event later than ten (10) business days after becoming aware thereof); (b) LICENSEE grants LICENSOR sole and exclusive control over the defense, settlement, and resolution of such claim; (c) LICENSEE provides LICENSOR with all reasonable cooperation and assistance in connection with the defense or settlement, at LICENSOR’s expense; and (d) LICENSEE takes no action that would prejudice LICENSOR’s ability to defend or settle such claim, including making any admission of liability or agreeing to any settlement without LICENSOR’s prior written consent.
LICENSOR’s indemnification obligations under Section 11.2 shall not apply to, and LICENSOR shall have no indemnification obligation with respect to, any claim arising from or related to: (a) any modification, alteration, or customization of the Platform made by or on behalf of LICENSEE, or made by any third party at LICENSEE’s request or direction; (b) the combination, integration, or use of the Platform with any third-party software, hardware, data, services, or products not expressly authorized by LICENSOR in writing; (c) LICENSEE’s use of the Platform in violation of this Agreement, applicable law, or LICENSOR’s written guidelines or Documentation; (d) use of any version of the Platform that LICENSOR has notified LICENSEE is superseded or no longer supported, where the alleged infringement would have been avoided by use of the then-current version; or (e) LICENSEE’s continued use of the Platform after receiving notice from LICENSOR or a third party of an alleged infringement claim.
This Agreement commences on the Effective Date and, unless earlier terminated in accordance with the provisions of this Section 12, shall continue in full force and effect for the initial Subscription Term selected by LICENSEE at checkout and for each subsequent renewal Subscription Term. The Subscription Term shall automatically renew as set forth in Section 3.6 unless properly cancelled in accordance with this Agreement.
Either party may terminate a Monthly Subscription for convenience by providing written notice to the other party at least five (5) business days prior to the next scheduled monthly renewal date, in which case LICENSEE’s access shall continue through the end of the then-current paid monthly period. Annual Subscriptions may be cancelled for convenience in accordance with the notice requirements set forth in Section 3.6. No refunds shall be provided for any prepaid, unused portion of a Subscription Term upon termination for convenience.
Either party may terminate this Agreement for cause by providing written notice to the breaching party if: (a) the breaching party commits a material breach of this Agreement and fails to cure such breach within ten (10) calendar days of receipt of written notice specifying the nature of the breach in reasonable detail; or (b) with respect to the following, which are deemed material and incurable by their nature, termination is effective immediately upon written notice: (i) LICENSEE’s breach of Section 5 (Acceptable Use), including without limitation any unauthorized reverse engineering, sublicensing, or competitive misuse of the Platform; (ii) infringement or misappropriation of LICENSOR’s Intellectual Property Rights; (iii) LICENSEE’s non-payment of any Fees; or (iv) LICENSEE’s insolvency, assignment for the benefit of creditors, or the commencement of any voluntary or involuntary bankruptcy, receivership, or similar proceeding.
Upon termination or expiration of this Agreement for any reason: (a) all licenses and rights granted to LICENSEE hereunder shall immediately and automatically cease and terminate; (b) LICENSEE and all Authorized Users must immediately cease all access to and use of the Platform and all Workcenter Bundles; (c) all outstanding, unpaid Fees owed by LICENSEE to LICENSOR shall become immediately due and payable; (d) following termination or expiration, LICENSOR will retain Licensee Data for a period of ninety (90) days, after which such data will be permanently deleted; during this post-termination retention period, LICENSEE may submit a written request for an export of its Licensee Data in accordance with Section 6.4, and LICENSOR will provide such export within a reasonable period; LICENSEE is responsible for preserving any Outputs it wishes to retain prior to the effective date of termination; and (e) each party shall, upon written request, promptly return or certify the destruction of any Confidential Information of the other party that it holds, to the extent technically feasible and consistent with applicable law.
The following provisions, by their nature intended to survive termination or expiration of this Agreement, shall so survive and remain in full force and effect indefinitely (or for such shorter period as expressly stated): Sections 1 (Definitions), 4 (Modeling Tool Positioning), 6.3 (Data Persistence and Retention), 6.4 (Retention of Outputs), 7 (Intellectual Property), 8 (Warranty Disclaimer), 9 (Limitation of Liability), 10 (Sole Remedy), 11 (Indemnification), 12.4 (Effects of Termination), 12.5 (Survival), 13 (Confidentiality, for the duration specified therein), 14 (Dispute Resolution & Governing Law), and 15 (General Provisions).
As used in this Section 13, “Confidential Information” means any non-public information or materials of a party (the “Disclosing Party”) that are disclosed to or otherwise obtained by the other party (the “Receiving Party”) in connection with this Agreement, and that are either: (a) designated or marked as “confidential,” “proprietary,” or with similar designation at the time of disclosure; or (b) of a nature that a reasonable person in the Receiving Party’s position would understand to be confidential given the context of disclosure. Without limitation, the Platform, its architecture, algorithms, models, logic, pricing, Documentation, and the terms and conditions of this Agreement (excluding its existence) shall constitute LICENSOR’s Confidential Information. Licensee Data shall constitute LICENSEE’s Confidential Information.
Each Receiving Party shall: (a) hold the Disclosing Party’s Confidential Information in strict confidence and treat it with at least the same degree of care as the Receiving Party uses to protect its own most sensitive confidential information, but in no event with less than reasonable care; (b) use the Disclosing Party’s Confidential Information solely as authorized under, and as necessary to exercise rights or perform obligations under, this Agreement; and (c) disclose the Disclosing Party’s Confidential Information only to those of its employees, contractors, or agents who have a genuine need to know such information for purposes of this Agreement and who are bound by written confidentiality obligations no less protective of the Disclosing Party’s Confidential Information than those set forth in this Section 13.
The confidentiality obligations set forth in this Section 13 shall not apply to any information that the Receiving Party can demonstrate by competent written evidence: (a) is or becomes publicly known and generally available through no act or omission of the Receiving Party; (b) was already known to the Receiving Party at the time of disclosure by the Disclosing Party, free of any obligation of confidentiality; (c) is independently developed by the Receiving Party without reference to, use of, or reliance upon any of the Disclosing Party’s Confidential Information; (d) is rightfully received by the Receiving Party from a third party without restriction on disclosure; or (e) is required to be disclosed by applicable law, regulation, court order, or governmental authority, provided that the Receiving Party provides the Disclosing Party with prompt written notice prior to such disclosure (to the extent legally permitted) and cooperates reasonably with the Disclosing Party’s efforts to seek a protective order or other appropriate relief.
The confidentiality obligations set forth in this Section 13 shall commence on the Effective Date and shall survive the expiration or termination of this Agreement for a period of three (3) years following the date of termination or expiration, except that confidentiality obligations with respect to any information constituting a trade secret under applicable law shall continue for so long as such information remains a trade secret.
This Agreement and all matters arising out of or relating to this Agreement (including, without limitation, its formation, validity, performance, interpretation, enforcement, and termination) shall be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to any choice of law or conflict of law provisions or rules that would require the application of the laws of any other jurisdiction.
ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, ANY OUTPUT, OR THE BREACH, TERMINATION, OR VALIDITY OF THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY (EACH, A “DISPUTE”), SHALL BE FINALLY AND EXCLUSIVELY RESOLVED BY BINDING ARBITRATION, AND NOT THROUGH LITIGATION IN ANY COURT (EXCEPT AS OTHERWISE PROVIDED IN SECTION 14.5). THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE THEN-CURRENT COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), AS AMENDED FROM TIME TO TIME, WHICH RULES ARE INCORPORATED BY REFERENCE INTO THIS SECTION. THE SEAT AND PLACE OF ARBITRATION SHALL BE OAKLAND COUNTY, MICHIGAN. THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH. THE ARBITRATOR’S AWARD SHALL BE FINAL, BINDING, AND NON-APPEALABLE (EXCEPT AS PERMITTED BY THE FEDERAL ARBITRATION ACT), AND JUDGMENT ON THE AWARD MAY BE ENTERED AND ENFORCED IN ANY COURT OF COMPETENT JURISDICTION.
Any arbitration conducted pursuant to Section 14.2 shall be conducted before a single, neutral arbitrator who has been mutually agreed upon by the parties. If the parties cannot agree on an arbitrator within fifteen (15) business days of the initiation of arbitration proceedings, the AAA shall select and appoint the arbitrator in accordance with its applicable rules. The arbitrator shall have demonstrated expertise and professional experience in commercial software licensing, SaaS agreements, or technology law. The arbitrator shall have the authority to award any remedy available at law or in equity, subject to the limitations and exclusions set forth in this Agreement.
ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. LICENSEE IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO BRING, INITIATE, PARTICIPATE IN, OR RECOVER RELIEF THROUGH ANY CLASS ACTION, COLLECTIVE ACTION, MASS ACTION, OR REPRESENTATIVE PROCEEDING, WHETHER AS A NAMED PARTY OR AS A MEMBER OF A PUTATIVE CLASS, AGAINST LICENSOR OR ANY LICENSOR PARTY. NO ARBITRATION OR OTHER PROCEEDING BROUGHT UNDER THIS AGREEMENT MAY BE COMBINED OR CONSOLIDATED WITH ANY OTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO PRESIDE OVER A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING OR TO AWARD CLASS-WIDE RELIEF.
Notwithstanding Section 14.2, either party shall retain the right, without waiving the right to arbitration and without posting any bond or other security, to seek and obtain emergency, provisional, or temporary injunctive or other equitable relief from a court of competent jurisdiction in Oakland County, Michigan, to the extent necessary to prevent irreparable harm or preserve the status quo pending the resolution of a Dispute in arbitration. Such matters include, without limitation, emergency relief to protect Intellectual Property Rights, prevent unauthorized disclosure of Confidential Information, or to prevent misuse or misappropriation of the Platform. The filing of any such emergency judicial action shall not be deemed a waiver of any party’s right to compel arbitration of any underlying Dispute.
For any matters not subject to mandatory arbitration under Section 14.2, or for any proceedings to confirm or enforce an arbitration award under Section 14.2, the parties hereby irrevocably consent to and designate the exclusive jurisdiction and venue of the state courts of Oakland County, Michigan, and the United States District Court for the Eastern District of Michigan, as applicable. Each party irrevocably waives any objection it may now or hereafter have to the laying of venue in such courts and any claim that proceedings brought therein have been brought in an inconvenient forum.
This Agreement, together with any applicable order forms, checkout confirmations, Workcenter Bundle scope descriptions, and LICENSOR’s Privacy Policy, constitutes the entire agreement between LICENSOR and LICENSEE with respect to its subject matter and supersedes all prior and contemporaneous negotiations, agreements, representations, understandings, proposals, and communications, whether oral or written, between the parties relating to such subject matter. No prior draft of this Agreement and no terms appearing in any purchase order, acknowledgment, or similar document issued by LICENSEE shall be binding on LICENSOR unless expressly agreed to in a written instrument signed by LICENSOR.
LICENSOR reserves the right to update, modify, or amend this Agreement from time to time in its discretion. LICENSOR will provide LICENSEE with notice of any material changes via email to the address on file or through a prominent in-Platform notification at least fourteen (14) calendar days before such changes take effect. LICENSEE’s continued access to or use of the Platform after the effective date of any amendment shall constitute LICENSEE’s acceptance of, and agreement to be bound by, the amended Agreement. If LICENSEE does not agree to any amended terms, LICENSEE’s sole remedy is to cancel its subscription in accordance with Section 3.6 before the effective date of such amendment.
LICENSEE acknowledges and agrees that by clicking “I Agree,” “Accept,” or any equivalent button or mechanism, or by otherwise completing the electronic checkout process (including purchasing a base subscription or any Workcenter Bundle), LICENSEE is entering into a legally binding contract with LICENSOR on the terms set forth in this Agreement, with the same legal force and effect as a handwritten signature on a written contract. LICENSEE agrees that such electronic acceptance constitutes a valid, binding, and enforceable signature and consent under applicable law, including without limitation: (i) the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq.; and (ii) the Michigan Uniform Electronic Transactions Act (MUETA), MCL § 450.831 et seq. LICENSOR maintains records of electronic acceptance, including date and time stamps, for enforcement and evidentiary purposes. LICENSEE represents that the individual completing acceptance has actual authority to bind LICENSEE as a business entity.
If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, such provision shall be deemed severed from this Agreement, in each case without affecting the validity, legality, or enforceability of any other provision of this Agreement, which shall continue in full force and effect. The parties agree to negotiate in good faith a valid, enforceable replacement provision that most nearly reflects the original intent of the severed provision.
No failure, delay, or omission by either party to exercise or enforce any right, remedy, power, or privilege under this Agreement shall constitute or be deemed to constitute a waiver of such right, remedy, power, or privilege. No waiver of any provision or breach of this Agreement shall be effective unless made in writing and signed by an authorized representative of the waiving party. A waiver on any one occasion shall not be construed as a waiver of any subsequent breach of the same or any other provision.
LICENSEE may not assign, transfer, delegate, or otherwise dispose of this Agreement, or any of LICENSEE’s rights or obligations hereunder, whether voluntarily, involuntarily, by operation of law, merger, acquisition, change of control, or otherwise, without LICENSOR’s prior written consent, which may be withheld in LICENSOR’s sole discretion. Any attempted assignment by LICENSEE without such consent shall be null and void and of no force or effect. LICENSOR may freely assign or transfer this Agreement and any of its rights or obligations hereunder, in whole or in part, without LICENSEE’s consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of LICENSOR’s assets. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
LICENSOR shall not be in default or breach of this Agreement, and shall not be liable to LICENSEE, for any delay or failure in performance of LICENSOR’s obligations resulting from or attributable to causes or circumstances beyond LICENSOR’s reasonable control, including without limitation: acts of God; natural disasters; earthquakes; floods; fires; pandemics or public health emergencies; actions or inactions of governmental authorities; war; terrorism; civil unrest or riots; embargoes or trade sanctions; failures or disruptions of internet or telecommunications infrastructure; denial-of-service attacks or cybersecurity incidents attributable to third parties; or failures of third-party service providers (each, a “Force Majeure Event”). In the event of a Force Majeure Event, LICENSOR shall promptly notify LICENSEE, shall use commercially reasonable efforts to mitigate the impact of the Force Majeure Event, and shall resume performance as promptly as reasonably practicable. If a Force Majeure Event continues for more than sixty (60) consecutive calendar days, either party may terminate this Agreement upon written notice without penalty.
All legal notices, demands, and other formal communications required or permitted under this Agreement shall be in writing and shall be delivered: (a) by email to the designated legal notice email address of the receiving party (with written confirmation of receipt by the addressee, not including automated read receipts); (b) by overnight courier or certified mail, return receipt requested, with postage prepaid; or (c) by personal delivery. Notices to LICENSOR shall be sent to the contact information set forth in Section 16 of this Agreement. Notices to LICENSEE shall be sent to the email address or mailing address provided by LICENSEE at the time of account registration, as updated by LICENSEE. LICENSEE is responsible for maintaining current and accurate contact information in its account. Notices shall be deemed received: (i) upon confirmed email delivery; (ii) one (1) business day after deposit with an overnight courier; or (iii) three (3) business days after deposit in the U.S. mail.
This Agreement is made solely for the benefit of the parties hereto (LICENSOR and LICENSEE) and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement.
Section and subsection headings used in this Agreement are for convenience of reference only and shall not affect the interpretation, construction, or enforceability of any provision hereof. The word “including” and variants thereof shall be deemed to mean “including, without limitation.” References to “days” mean calendar days unless specified as “business days.” “Business days” means Monday through Friday, excluding United States federal holidays. This Agreement has been negotiated by commercially sophisticated parties with the opportunity to seek legal counsel and shall not be construed for or against either party as drafter.
This Agreement may be executed in one or more counterparts and may be accepted electronically, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Electronic acceptance, electronic records, and electronic signatures, whether through click-wrap, click-through, or similar electronic mechanisms, shall be deemed original signatures with full legal force and effect to the extent permitted by applicable law.
All legal notices, correspondence, and inquiries relating to this Agreement shall be directed to LICENSOR at: O and P Advisory Services, LLC. Contact information fields are confirmed and published on the FLOWOF1 platform.
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FLOWOF1 End User License Agreement — Last Updated: June 25, 2026