Terms of Service

1.1. Order Forms. Provider will provide the products and services described in each Order Form. Software that Provider hosts and Client uses online is the "Service".

1.2. License. Provider grants Client a non-exclusive, non-transferable, revocable right, during the subscription, to access and use the Service solely for Client's internal business operations.

1.3. Restrictions. Client shall not (a) reverse engineer, copy or resell the Service; (b) use the Service to build a competing product; (c) share user logins; or (d) use the Service in violation of law.

1.4. Accounts and Users. Access is by invitation. Client is responsible for the users it invites, for keeping their credentials secure, and for removing users who should no longer have access.

1.5. Third-Party Systems. The Service connects to systems Client already uses (for example, EMRs, ELD, load, toll and fuel-card systems, and Client's own business tools), using credentials Client provides. Provider is not responsible for changes to third-party systems that temporarily disrupt the Service, and will use reasonable efforts to restore affected features. Client confirms it has the right to connect those systems and share their data with Provider.

1.6. Communications. Provider will send Client's users service notices about maintenance, security, billing and changes to these terms; these cannot be turned off while the account is active. Provider may also send product news and new-feature emails, which users may opt out of at any time using the unsubscribe link.

2.1. AI Output. The Service uses artificial intelligence to draft content, extract data and answer questions. All AI-generated content is a draft. Client is responsible for reviewing it before relying on it, submitting it, or paying anyone based on it.

2.2. No Guarantee of Outcomes. The Service is designed to make workflows faster, but results vary. Provider does not guarantee any specific financial, clinical or operational outcome, including insurance reimbursement, claim approvals, audit results, profit or cost savings.

3.1. Fees. Fees, any setup fee, and any payment plan or installment schedule are stated in the Order Form.

3.2. Payment. Client authorizes Provider to charge fees automatically through Stripe, Inc. (or another designated payment processor) using the payment details Client provides, or Client pays each invoice through the payment link on it. Fees exclude applicable taxes. If a payment fails and is not resolved within ten (10) days of notice, Provider may suspend access until it is paid; Client's data is kept during suspension.

3.3. Automatic Renewal. Subscriptions renew automatically each month unless the Order Form states otherwise, until cancelled or frozen.

3.4. Freezing and Cancelling. Client may cancel or freeze a subscription by giving at least one (1) month's written notice under Section 9.4. One final monthly payment will be processed after the notice, and access continues through the end of that final billing cycle. Freezing pauses access and billing while keeping Client's account and data; the subscription resumes when Client asks. Fees already paid are not refundable except where required by law. Amounts due under a payment plan for work already delivered remain payable.

3.5. Billing Communication. Notices to cancel or freeze, and billing disputes, must be sent by email to legal@petaflowai.com. Routine invoice and payment questions may go to admin@petaflowai.com. Messages sent by SMS, WhatsApp or other platforms are not valid notice.

3.6. Price Changes. Provider may change subscription prices with at least thirty (30) days' email notice, effective from the next billing cycle after the notice period. Prices in an Order Form do not change during the term it states.

4.1. Client Data. As between the parties, Client owns all data it or its users enter into or connect to the Service ("Client Data"). Provider may use Client Data only to provide and support the products and services in the Order Form. Provider may use information about how the Service is used that contains no Client Data or PHI to operate and improve the Service.

4.2. No Model Training. Provider will not use Client Data to train, fine-tune or improve any AI model, except models used exclusively for Client with its prior written consent.

4.3. Security and Subprocessors. Provider maintains administrative, physical and technical safeguards, including encryption, appropriate to the data it handles. Provider uses third-party hosting and AI providers to deliver the Service; for Petaflow Med they are listed in the BAA.

4.4. Export and Deletion. Client may export its data from the Service while its account is active. Within thirty (30) days after this Agreement ends, Provider will delete Client Data, except PHI, which is handled as the BAA states, and anything the law requires Provider to keep.

4.5. Confidentiality. Each party will keep the other's non-public business, technical and pricing information confidential, use it only for this Agreement, and protect it with at least reasonable care. This does not apply to information that is public, already known to the recipient, independently developed, or required to be disclosed by law.

5.1. Case Studies. Only with Client's prior written permission, which Client may withdraw at any time for future materials, Provider may use Client's name and logo and aggregate, de-identified "before and after" workflow metrics in promotional materials. Promotional materials will never contain PHI or Client's confidential information.

6.1. Warranty and Disclaimer. Provider will provide its products and services with reasonable skill and care and in line with their published description or the Order Form. EXCEPT AS STATED IN THIS AGREEMENT AND THE BAA, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND UNINTERRUPTED OR ERROR-FREE OPERATION.

7.1. Indemnification. Client shall indemnify and defend Provider against third-party claims arising from: (a) medical malpractice or clinical decisions; (b) billing fraud or inaccurate claims submitted by Client; (c) failure to obtain consent for recordings or photographs; (d) driver pay, settlement, tax or employment decisions; (e) data or materials Client provides that Client had no right to share; and (f) Client's breach of Section 1.3.

7.2. Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUE.

7.3. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT TO SECTION B1.4, PROVIDER'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMIT DOES NOT APPLY TO CLIENT'S PAYMENT OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS.

8.1. Term. This Agreement starts on the Effective Date and continues while any Order Form, trial or subscription is active.

8.2. Termination and Suspension. Either party may terminate this Agreement or an Order Form if the other materially breaches it and does not cure the breach within thirty (30) days of written notice. Provider may suspend access immediately if needed to protect the Service, Client Data or other customers from a security risk, and will notify Client promptly.

8.3. Survival. Sections 2, 4, 7, 9 and 10, Part B confidentiality, data and ownership terms, and any unpaid fees survive termination.

9.1. Severability. If any portion of this Agreement is found invalid by a court of competent jurisdiction, the remainder shall remain in full force and effect.

9.2. Entire Agreement and Order of Precedence. This Agreement, its Order Forms and, for Petaflow Med, the BAA are the entire agreement between the parties. If they conflict, the BAA controls for PHI, then the Order Form, then Part B, then Part A.

9.3. Changes. Provider may update these terms with at least thirty (30) days' email notice; continued use after that date is acceptance. A change that reduces protection of PHI requires an updated BAA accepted by Client.

9.4. Notices. All legal notices to Provider, including notices of breach, termination, cancellation, freezing and disputes, must be sent by email to legal@petaflowai.com, with a copy by mail to 2705 Dolores Home Ave, Valrico, FL 33594 for notices of breach or termination. Notices to Client go to the email address of its account owner or the contact in the Order Form.

9.5. Assignment. Client may not assign this Agreement without Provider's written consent. Provider may assign it to a successor of its business on notice to Client.

9.6. Force Majeure. Neither party is liable for delays caused by events beyond its reasonable control, except for payment obligations.

10.1. This Agreement and the relationship between the parties are governed by the laws of the State of Florida, and by federal law where it applies. The state and federal courts located in Hillsborough County, Florida have exclusive jurisdiction over any dispute.

B1.1. Not Medical Advice. Petaflow Med is an administrative documentation tool. PROVIDER DOES NOT PRACTICE MEDICINE. The information and processing provided by the Service is not that of a medical professional.

B1.2. Clinician Oversight. All drafted forms, field values, charting and any suggested codes must be independently reviewed, corrected where needed and approved by the attending clinician before they are sent to an EMR or submitted to any payer. Client is responsible for the accuracy of everything it submits.

B1.3. HIPAA Roles. Client is a Covered Entity (or a business associate of a Covered Entity) under HIPAA, and Provider is Client's Business Associate (or subcontractor business associate) for Petaflow Med.

B1.4. Business Associate Agreement. The Petaflow Med Business Associate Agreement (version BAA-2026-11-v1, or a later version Client accepts in the Service) (the "BAA") is part of this Agreement. Client must accept the BAA in the Service before any Protected Health Information ("PHI") is entered. If this Agreement and the BAA conflict, the BAA controls for PHI. The BAA lists the subcontractors that handle PHI (currently Google Cloud, Anthropic and OpenAI), each under a business associate agreement with Provider; the current list is at med.petaflowai.com/subprocessors. Stripe, Inc. processes payment information only; Client must not include PHI in billing or payment fields.

B1.5. PHI Outside the Service. Client shall not copy PHI from the Service into any AI tool or other service that is not covered by a business associate agreement with Client.

B1.6. Ambient Charting and Patient Consent. Before using ambient charting, audio recording or image capture, Client must obtain and document explicit, informed consent from the patient and anyone else recorded, as required by applicable law, including any state law that requires the consent of all parties to a recording. Provider is not liable for Client's failure to obtain legally required consent.

B1.7. Export of Documentation. Clinicians can copy or download visit documentation, and administrators can export it, at any time. After this Agreement ends, PHI is returned or destroyed as stated in the BAA.

B2.1. Connections. Axleworks connects to Client's accounts (for example, DataTruck, Samsara and Bestpass) using API keys Client provides. Connections are read-only: they do not dispatch loads, change settlements or move money. Client is responsible for keeping its keys valid and for having the right to share that data.

B2.2. Driver Pay and Figures. Profit figures, driver pay statements, settlements and data checks are calculated from the data Client provides. Client reviews and approves each driver pay statement before it is sent and remains responsible for paying drivers correctly. Axleworks does not provide tax, legal, accounting or employment advice.

B2.3. Driver Information. Client confirms it has given its drivers any notice, and has any consent, that the law requires for the driver information, messages and receipts it sends to Axleworks. Client shall not send PHI to Axleworks.

B2.4. Invitation and Trial. Access starts with an invitation. Any trial length is stated in the invitation or Order Form. When a trial ends without a paid plan, sign-in and data syncing stop and Client's data is kept until Client starts a paid plan or asks for it to be deleted.

B3.1. Scope. Each Order Form (statement of work) states the scope, deliverables, timeline, fees and payment plan. Changes to scope are agreed in writing and may change the fees and timeline.

B3.2. Acceptance. Client will review each deliverable within ten (10) business days of delivery and report in writing any way it materially fails to meet the Order Form. Provider will fix reported issues. A deliverable is accepted when Client approves it, uses it in production, or does not report an issue within that period.

B3.3. Ownership. When Client has paid in full for a deliverable, Client owns the work product created specifically for Client under the Order Form. Provider keeps ownership of its pre-existing and general-purpose tools, code, templates, prompts and know-how, and grants Client a perpetual, non-exclusive, royalty-free license to use them as part of the deliverables.

B3.4. Third-Party Services. Third-party services the solution uses (for example, AI model providers, hosting, telephony or software subscriptions) are listed in the Order Form. Client accepts their terms, and their usage costs are paid as the Order Form states.

B3.5. Health Information. If a solution will handle PHI, the parties will sign a business associate agreement before any PHI is shared.

B3.6. Training and Managed Operations. Training and managed AI operations are provided as described in the Order Form. Managed AI operations renew monthly under Section 3.3.

Client accepts this Agreement by signing below, by signing or accepting an Order Form that references it, or by clicking "I agree" (or a similar button) in the Service. The person accepting confirms they are authorized to bind Client.