Flowcall Customer License Agreement

Version 2026-10-10 · DRAFT. Have a licensed attorney review this before relying on it.

This Customer License Agreement (the "Agreement") is between Matthew Fearing, an individual doing business as Flowcall in Knoxville, Tennessee, USA ("Licensor", "we", "us"), and the person or organization that installs, accesses or uses the Software ("Customer", "you").

By clicking "I agree", installing, copying or using the Software, you accept this Agreement. If you accept for an organization, you confirm that you have authority to bind it, and "you" means that organization. If you do not agree, do not install or use the Software.

1. Definitions

• "Software" means the Flowcall software in every form we deliver it, including source code, scripts,

executables, configuration, templates, examples, sample data, courses, training videos, documentation, and all updates, upgrades and fixes we provide.

• "Licence Key" means the signed key we issue that enables a Plan.
• "Plan" means the Starter, Team, Enterprise or other plan you selected or were issued, with the

limits (such as pipelines, seats and features) described at purchase or in the Licence Key.

• "Authorized Users" means your employees and individual contractors who use the Software for you,

within your Plan's seat limit.

• "Customer Content" means the pipelines, scripts, queries, files, data, decisions, notes and other

material you or your Authorized Users create or process with the Software.

• "Open-Source Components" means the third-party components listed in THIRD_PARTY_NOTICES.md.

2. Licence grant

Subject to this Agreement and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence, during the term of your Plan, to:

1. install the Software on computers and servers that you own or control;
2. run and use it, through your Authorized Users, solely for your internal business purposes and within your Plan's limits; and
3. make one copy of each installation for backup and disaster recovery.

The Starter Plan is free. Its licence continues until terminated under Section 11.

3. Ownership

The Software is licensed, not sold. We and our licensors keep all right, title and interest in the Software, including all copyrights, trade secrets, trademarks and other intellectual property rights, and every copy, modification and derivative of it. "Flowcall" and its logo are our trademarks. Everything not expressly granted to you is reserved.

Source code is confidential. Some of the Software is delivered as readable source code because it needs to be to run. Receiving it in that form gives you no additional rights. The source code, its structure, organization and design are our confidential information and trade secrets.

4. Restrictions

Except as this Agreement expressly allows, you will not, and will not allow or help anyone else to:

1. copy the Software, in whole or in part, other than the installation and backup copies in Section 2;
2. modify, adapt, translate or create derivative works of the Software (configuring it and creating Customer Content through its normal features is not a modification);
3. reverse engineer, decompile, disassemble, or otherwise analyze the Software to derive its source code, algorithms, structure, file formats, protocols or methods, or to extract any part of it for use elsewhere, except to the limited extent applicable law expressly permits this despite a contractual prohibition;
4. use the Software, or any knowledge gained from its source code, to build, train, improve or assist a product or service that competes with Flowcall, or to copy its features, user interface or design;
5. use the Software or its source code to train, fine-tune, evaluate or prompt any artificial intelligence or machine-learning model, or feed it to an AI code-generation tool, other than the Software's own built-in assistant operating on your Customer Content;
6. sell, resell, rent, lease, lend, distribute, sublicense, publish or transfer the Software, or post any part of it in a public or shared code repository, file-sharing service or website;
7. provide the Software to third parties as a hosted, managed, time-sharing or service-bureau offering, or run it for anyone other than you;
8. remove, alter or obscure any proprietary, copyright, trademark or licence notice;
9. circumvent, disable or interfere with the Licence Key, licence check, Plan limits or any other technical protection, or create, share or use keys we did not issue to you;
10. use the Software beyond your Plan's limits or seat count, or share a Licence Key outside your organization; or
11. use the Software in violation of law or the rights of others, or to process data you have no right to process.

5. Open-Source Components

Open-Source Components are licensed under their own licences, which are listed in THIRD_PARTY_NOTICES.md and included with the Software. Nothing in this Agreement restricts any right those licences give you over those components. Sections 3 and 4 apply to everything else in the Software.

6. Customer Content

You own your Customer Content. We claim no rights in it. The Software runs on your systems, and we do not receive your Customer Content unless you choose to send it to us (for example, in a support request). If you do, we use it only to help you, and we treat it as your confidential information.

You are responsible for your Customer Content, for having the rights to process it, and for keeping your own backups.

7. Licence Keys and verification

Paid features are enabled by a Licence Key. About once a day an installation with a Licence Key contacts our licence server, sending only the key's identifier and the Software's version number, to confirm the key is active and to pick up renewals. If it cannot reach us, the Software keeps working, and it tries again later. We may revoke a Licence Key for non-payment or a breach of this Agreement as described in Section 11. See the Privacy Policy for what we collect.

8. Third-party services

The Software can connect to services that you choose and pay for, under your own accounts and keys: for example, AI model providers (such as Hugging Face or Anthropic), data warehouses, email servers and GitHub. Those services are governed by your agreements with them. Data you send to them goes directly from your installation to them, not to us. We are not responsible for third-party services, their availability, or what they do with your data.

9. Decisions, predictions and AI output

The Software helps you prepare, approve and track decisions. Predictions, optimizations, checks, dashboards and AI-assistant suggestions are tools, not advice, and they can be wrong. You remain responsible for reviewing them and for every decision you make and its outcome.

10. Updates and support

We may provide updates, which are part of the Software under this Agreement. We may add, change or remove features. Support, refunds and cancellation are as described in the Support and Refund Policy (POLICIES.md) and the Terms of Service.

11. Term and termination

This Agreement lasts until terminated. A paid Plan lasts for its subscription period and renews as described in the Terms of Service. If a paid Plan ends, the installation falls back to the Starter Plan.

We may terminate this Agreement, or revoke a Licence Key:

• immediately on written notice if you breach Section 4 (Restrictions); or
• if you breach any other term and do not cure it within 15 days of written notice.

You may terminate at any time by uninstalling the Software and cancelling any subscription. On termination your licence ends, you must stop using the Software and delete all copies within 15 days (you may keep and export your Customer Content), and on request you will confirm this in writing. Sections 3, 4, 6, 9, 12 to 18 and any accrued payment obligations survive.

12. Compliance verification

Once a year at most, on 30 days' written notice, we may ask you to certify in writing that your use complies with this Agreement, including the number of installations and Authorized Users. If your use exceeds your Plan, you will pay the fees for the excess.

13. Confidentiality

Each party will protect the other's confidential information with at least reasonable care, use it only to perform this Agreement, and not disclose it except to people who need to know it and are bound by similar duties, or as the law requires. Our confidential information includes the Software's source code and design. Your confidential information includes your Customer Content.

14. Warranty and disclaimer

For 30 days after you first activate a paid Plan, we warrant that the Software will perform materially as described in its documentation. Your sole remedy for a breach of this warranty is for us to fix the problem or, if we cannot within a reasonable time, to refund the fees you paid for the current period.

EXCEPT FOR THAT WARRANTY, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ITS RESULTS WILL BE ACCURATE.

15. Limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS: (a) NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, OR THE COST OF SUBSTITUTE GOODS, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (b) OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR US $100 IF YOU PAID NOTHING.

These limits do not apply to your breach of Section 4, your infringement or misappropriation of our intellectual property, or your obligations under Section 16, or to liability that cannot be limited by law.

16. Your indemnity

You will defend and indemnify us against third-party claims arising from your Customer Content, your use of third-party services through the Software, or your breach of Section 4 or of law, and pay any resulting damages and reasonable costs finally awarded or agreed in settlement.

17. Injunctive relief

A breach of Section 3, 4 or 13 would cause us irreparable harm for which money damages would not be enough. We may seek an injunction or other equitable relief to stop or prevent such a breach, without posting a bond, in addition to any other remedy.

18. General

• Governing law and venue. This Agreement is governed by the laws of the State of Tennessee, USA,

without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in Knox County, Tennessee have exclusive jurisdiction, and both parties consent to them. Either party may seek injunctive relief in any court of competent jurisdiction.

• Export. You will comply with US export control and sanctions laws and will not export or use the

Software where they prohibit it.

• US Government users. The Software is "commercial computer software" provided with only the rights

in this Agreement.

• Feedback. If you send us suggestions, we may use them without obligation to you.
• Assignment. You may not assign this Agreement without our written consent, except to a successor

to substantially all of your business that agrees to it. We may assign it, including to a company we form or control, or to a successor to our business.

• Order of precedence. A signed order form or agreement with us that refers to this Agreement

controls where it conflicts. Otherwise this Agreement, then the Terms of Service, then the Privacy Policy and the Support and Refund Policy, apply in that order.

• Changes. We may update this Agreement for future versions and renewals. We will show the new

version in the Software or by email, and it applies once you accept it or continue using an update after notice. The version you accepted continues to govern the period you already paid for.

• Notices. We send notices to the email address associated with your Licence Key or account. You

send notices to the support address on our website.

• Entire agreement. This Agreement, together with the documents in "Order of precedence", is the

entire agreement about the Software. If any part is unenforceable, it is enforced to the maximum extent allowed and the rest remains in effect. A waiver must be in writing. Neither party is liable for delays caused by events beyond its reasonable control.

Contact: Matthew Fearing (Flowcall), Knoxville, Tennessee, USA · [support email]