Terms of
Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and FlowPod Incorporated ("FlowPod," "Company," "we," "us," or "our") governing your access to and use of FlowPod's healthcare workflow automation platform, including all related websites, applications, APIs, and services (collectively, the "Services").

FlowPod provides AI-powered modular workflow automation through our Pod system, including Intake Pod, Authorization Pod, Scheduling Pod, Billing Pod, and Sleep Therapy Pod. These Terms apply to all users of the Services, including healthcare providers, administrators, and authorized personnel.

1. Acceptance of Terms

By accessing or using the Services, clicking "I Agree," or by executing an Order Form that references these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. In such cases, "you" and "your" refer to that organization.

If you do not agree to these Terms, you must not access or use the Services. We reserve the right to modify these Terms at any time, and your continued use of the Services after such modifications constitutes your acceptance of the updated Terms.

2. Description of Services

FlowPod provides a cloud-based healthcare workflow automation platform that helps healthcare providers streamline their operations through modular AI-powered Pods. Our Services include:

• Intake Pod: Automated referral parsing, document extraction, patient onboarding, and data validation for incoming patient orders and referrals.
• Authorization Pod: Insurance eligibility verification, prior authorization management, and payer communication automation.
• Scheduling Pod: Intelligent appointment scheduling, provider matching, and calendar management with automated patient notifications.
• Billing Pod: Clean claim preparation, documentation completeness verification, and operations-to-billing handoff automation.
• Sleep Therapy Pod: CPAP compliance tracking, patient coaching workflows, device lifecycle management, and therapy adherence monitoring.
• Custom Pods: Configurable workflow modules built to address specific operational needs using our no-code Pod builder.
• Platform Services: Dashboard analytics, reporting, EHR integrations, audit trails, and administrative tools.

The specific features and Pods available to you depend on your subscription plan and any applicable Order Form. We reserve the right to modify, update, or discontinue any aspect of the Services with reasonable notice.

3. Account Registration and Security

To access the Services, you must create an account and provide accurate, complete, and current information. You are responsible for:

• Maintaining the confidentiality of your account credentials, including passwords and API keys.
• All activities that occur under your account, whether or not authorized by you.
• Notifying FlowPod immediately of any unauthorized use of your account or any other breach of security.
• Ensuring that all users within your organization who access the Services comply with these Terms.

You may designate administrators and authorized users within your organization. You are responsible for managing user access and permissions, and for ensuring that access to protected health information (PHI) is limited to authorized personnel in accordance with HIPAA requirements.

FlowPod reserves the right to suspend or terminate accounts that violate these Terms, pose a security risk, or remain inactive for an extended period.

4. Subscription Plans and Billing

Subscription Plans

The Services are offered through various subscription plans, which may include different combinations of Pods, features, usage limits, and support levels. The specific terms of your subscription are set forth in your Order Form or the plan selected during registration.

Fees and Payment

• All fees are as specified in your Order Form or subscription plan and are due in accordance with the payment terms stated therein.
• Unless otherwise stated, fees are quoted in U.S. dollars and are exclusive of applicable taxes.
• You are responsible for providing accurate billing information and keeping your payment method current.
• Late payments may be subject to interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

Renewals

Subscriptions automatically renew for successive periods equal to the initial subscription term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. Renewal pricing may be adjusted with sixty (60) days' prior written notice.

Refunds

Fees are non-refundable except as expressly set forth in your Order Form or as required by applicable law. If you believe you are entitled to a refund, please contact our support team.

5. Acceptable Use Policy

You agree to use the Services only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Services in any way that violates any applicable federal, state, local, or international law or regulation, including HIPAA, HITECH, and state healthcare privacy laws.
• Attempt to gain unauthorized access to any part of the Services, other accounts, computer systems, or networks connected to the Services.
• Use the Services to transmit any malicious code, viruses, or harmful components.
• Interfere with or disrupt the integrity or performance of the Services or the data contained therein.
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Services.
• Use the Services to process data for any purpose other than legitimate healthcare operations.
• Share, resell, or sublicense access to the Services without FlowPod's prior written consent.
• Use automated means (bots, scrapers, etc.) to access the Services except through our approved APIs.

FlowPod reserves the right to investigate and take appropriate action against anyone who, in FlowPod's sole discretion, violates this provision, including removing content, suspending or terminating accounts, and reporting violations to law enforcement authorities.

6. Healthcare Regulatory Compliance

HIPAA Compliance

FlowPod is committed to compliance with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), and their implementing regulations. As a Business Associate under HIPAA:

• We will enter into a Business Associate Agreement ("BAA") with each Customer that is a Covered Entity or Business Associate before processing any PHI.
• We will use and disclose PHI only as permitted by the BAA and applicable law.
• We maintain administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of PHI.
• We will promptly report any Security Incident or Breach of Unsecured PHI in accordance with the BAA and applicable law.

Customer Responsibilities

As a Customer, you are responsible for:

• Ensuring that your use of the Services complies with all applicable healthcare laws and regulations.
• Obtaining any required patient consents or authorizations before submitting PHI to the Services.
• Configuring the Services in accordance with your organization's privacy and security policies.
• Training your authorized users on proper handling of PHI within the Services.
• Reporting any suspected security incidents or breaches to FlowPod promptly.

7. Intellectual Property Rights

The Services, including all software, algorithms, AI models, user interfaces, designs, documentation, and related intellectual property, are and remain the exclusive property of FlowPod and its licensors. These Terms do not grant you any ownership rights in the Services.

Subject to your compliance with these Terms, FlowPod grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the subscription term solely for your internal business purposes.

All trademarks, service marks, trade names, and logos displayed on the Services are the property of FlowPod or their respective owners. You may not use any FlowPod trademarks without our prior written consent.

Feedback

If you provide FlowPod with any feedback, suggestions, or recommendations regarding the Services ("Feedback"), you grant FlowPod a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Services without any obligation to you.

8. Data Ownership and Processing

Your Data

You retain all rights, title, and interest in and to the data you submit to the Services ("Customer Data"), including PHI. FlowPod does not claim ownership of Customer Data. We process Customer Data solely to provide and improve the Services as described in these Terms and our Privacy Policy.

Data Processing

You grant FlowPod a limited license to use, process, and store Customer Data as necessary to provide the Services, including:

• Processing documents through our AI-powered Pods (Intake, Authorization, Scheduling, Billing, Sleep Therapy).
• Generating analytics, reports, and insights for your use.
• Maintaining audit trails and compliance records.
• Providing customer support and troubleshooting.

Aggregated and De-Identified Data

FlowPod may create aggregated or de-identified data derived from Customer Data that cannot reasonably be used to identify any individual or Customer. FlowPod may use such data for any lawful purpose, including improving the Services, conducting research, and publishing industry benchmarks.

Data Portability

Upon termination of your subscription and upon written request, FlowPod will make your Customer Data available for export in a standard machine-readable format for a period of thirty (30) days. After this period, FlowPod will securely delete your Customer Data in accordance with our data retention policies.

9. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose it to any third party except as permitted under these Terms. "Confidential Information" includes all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.

The obligations of confidentiality shall survive termination of these Terms for a period of three (3) years, except with respect to PHI, which shall remain confidential indefinitely in accordance with HIPAA requirements.

10. Warranties and Disclaimers

FlowPod Warranties

FlowPod warrants that:

• The Services will perform materially in accordance with the applicable documentation during the subscription term.
• FlowPod will provide the Services using commercially reasonable care and skill.
• FlowPod will maintain appropriate security measures to protect Customer Data.

Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. FLOWPOD SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

FLOWPOD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. FLOWPOD DOES NOT PROVIDE MEDICAL ADVICE, AND THE SERVICES ARE NOT INTENDED TO REPLACE PROFESSIONAL MEDICAL JUDGMENT. ALL CLINICAL DECISIONS REMAIN THE SOLE RESPONSIBILITY OF THE HEALTHCARE PROVIDER.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FLOWPOD, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICES.

FLOWPOD'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO FLOWPOD DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF FLOWPOD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Nothing in these Terms shall limit or exclude liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the BAA with respect to PHI; or (d) any liability that cannot be limited or excluded by applicable law.

12. Indemnification

You agree to indemnify, defend, and hold harmless FlowPod and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Services in violation of these Terms.
• Your violation of any applicable law or regulation, including healthcare privacy laws.
• Any claim that your Customer Data infringes or misappropriates the intellectual property rights of a third party.
• Your failure to obtain required patient consents or authorizations.

FlowPod will indemnify you against any third-party claim that the Services, as provided by FlowPod, infringe any U.S. patent, copyright, or trademark, provided that you promptly notify FlowPod of the claim and cooperate in the defense.

13. Termination

Termination for Convenience

Either party may terminate these Terms by providing written notice at least thirty (30) days before the end of the then-current subscription term. If you terminate mid-term, you remain responsible for all fees through the end of the current term.

Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice.
• Becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business.
• Violates applicable healthcare laws or regulations in a manner that poses a risk to patient safety or data security.

Effect of Termination

Upon termination: (a) your right to access and use the Services will immediately cease; (b) FlowPod will make your Customer Data available for export for thirty (30) days; (c) each party will return or destroy the other party's Confidential Information; and (d) all provisions that by their nature should survive termination will survive, including Sections 7, 8, 9, 10, 11, 12, and 14.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

Any dispute arising out of or relating to these Terms shall first be submitted to good-faith mediation. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, and the arbitrator's decision shall be final and binding.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

You agree that any claim or cause of action arising out of or related to these Terms must be filed within one (1) year after the claim arose, or it shall be permanently barred.

15. Changes to These Terms

FlowPod reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last Updated" date. For enterprise customers with active Order Forms, we will provide at least thirty (30) days' written notice of material changes.

Your continued use of the Services after the effective date of any changes constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services and contact us to terminate your account.

16. Contact Us

If you have any questions about these Terms of Service, please contact us at: