Terms of Service

Last updated:

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Corpflow, Inc. ("Corpflow," "we," "us," or "our"), governing your access to and use of the Corpflow platform, including but not limited to the Corpflow web application, the Corpflow Chrome browser extension, the Corpflow Microsoft Office add-in, and all related services, integrations, and application programming interfaces (collectively, the "Services").

By creating an account, installing any Corpflow extension or add-in, accessing the platform, or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services.

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

2. Description of the Services

Corpflow provides a cloud-based software platform designed to assist organizations with corporate administration, entity management, and compliance operations. The Services include, but are not limited to:

  • Entity Formation and Management: Creation, tracking, and administration of legal entities including trusts, LLCs, partnerships, corporations, and other business structures.

  • Structure Management: Design, visualization, and management of complex corporate ownership and organizational structures.

  • Document Storage and Organization: Secure upload, storage, categorization, and retrieval of corporate documents, with hierarchical folder organization and tagging.

  • Document Generation and E-Signatures: Integration with third-party document generation and electronic signature services (such as PandaDoc) to create, send, and execute documents.

  • Compliance and Filing Tracking: Monitoring of regulatory filing deadlines, compliance requirements, and task management for legal filings across jurisdictions.

  • Tax Management: Tracking of tax classifications, elections, registrations, and tax authority relationships.

  • Banking and Financial Record Keeping: Storage and management of banking relationships, account information, and financial metadata associated with managed entities.

  • Contact and Party Management: Maintenance of contact records, key party relationships, interactions, and Know Your Customer (KYC) compliance records.

  • AI-Powered Features: Artificial intelligence tools for document analysis, data extraction, completeness assessment, semantic search, and a conversational assistant for data queries. These features are powered by third-party AI providers.

  • Lead Discovery and Enrichment: Tools for identifying, enriching, and managing business development leads and partner contacts.

  • Browser Extension and Office Add-In: A Chrome browser extension and Microsoft Office add-in to facilitate interaction with the Corpflow platform from within third-party applications.

  • Workflow Automation: Automated filing rules, notification systems, bulk operations, and background processing to streamline corporate administration tasks.

  • Dashboard and Analytics: Summary views, trend data, completeness scoring, and at-risk identification across managed entities.

  • Search: Global search across entities, contacts, structures, and documents.

  • User Management and Access Control: Role-based permissions, user invitations, and multi-organization data isolation.

The Services may be updated, modified, or expanded from time to time at Corpflow's discretion.

3. Accounts and Registration

3.1 Account Creation

To access the Services, you must create an account by providing accurate and complete registration information, including a valid email address and a secure password. You may also be invited to join the platform by an existing administrator within your organization.

3.2 Account Security

You are solely responsible for:

  • Maintaining the confidentiality of your account credentials, including any API keys issued to you;

  • All activities that occur under your account, whether or not authorized by you;

  • Promptly notifying Corpflow of any unauthorized access to or use of your account.

Corpflow is not liable for any loss or damage arising from your failure to safeguard your account credentials.

3.3 Account Suspension and Termination

Corpflow reserves the right to suspend, disable, or terminate your account at any time if we reasonably believe that:

  • You have violated these Terms;

  • Your account has been compromised;

  • Continued access poses a security risk to the Services or other users;

  • Suspension or termination is required by applicable law.

4. Customer Data

4.1 Ownership

You retain all right, title, and interest in and to any data, documents, files, information, and content that you or your authorized users upload, submit, or transmit to the Services ("Customer Data"). Corpflow does not claim any ownership rights over Customer Data.

4.2 License to Corpflow

By submitting Customer Data to the Services, you grant Corpflow a limited, non-exclusive, worldwide, royalty-free license to access, use, process, copy, store, transmit, and display Customer Data solely as necessary to:

  • Operate, maintain, and provide the Services to you;

  • Improve and develop the Services, provided that any data used for improvement purposes is aggregated and anonymized such that it cannot reasonably identify you or any individual;

  • Comply with applicable law or respond to lawful requests from governmental authorities.

4.3 Data Processing

Certain features of the Services involve processing Customer Data through third-party services, including but not limited to:

  • AI and Machine Learning Providers (such as OpenAI) for document analysis, data extraction, and conversational query assistance;

  • Document Generation Providers (such as PandaDoc) for creating and managing documents and electronic signatures;

  • Email Service Providers (such as SendGrid) for sending transactional emails;

  • Cloud Infrastructure Providers (such as Amazon Web Services) for data storage and hosting.

By using these features, you acknowledge and consent to the processing of Customer Data by these third-party providers in accordance with their respective terms of service and privacy policies. Corpflow takes commercially reasonable steps to select third-party providers that maintain appropriate security and data protection standards.

4.4 Data Isolation

The Services operate in a multi-tenant environment with logical data isolation between organizations. Customer Data belonging to your organization is segregated from that of other organizations and is not accessible to other tenants.

4.5 Data Portability

You may export your Customer Data from the Services at any time using the tools made available through the platform. Upon termination of your account, Corpflow will make commercially reasonable efforts to provide you with the ability to retrieve your Customer Data for a period of thirty (30) days following termination, after which Corpflow may delete your Customer Data in the ordinary course of operations.

5. Acceptable Use

5.1 Permitted Use

The Services are intended for lawful business purposes related to corporate administration, entity management, compliance, and related professional activities.

5.2 Prohibited Conduct

You agree not to, and will not permit any third party to:

  • Use the Services for any purpose that is unlawful, fraudulent, or prohibited by these Terms;

  • Upload, transmit, or store any content that is infringing, defamatory, obscene, or otherwise objectionable;

  • Upload or transmit any malicious code, viruses, worms, trojans, or other harmful software or data;

  • Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services;

  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services or any part thereof;

  • Interfere with, disrupt, or create an undue burden on the Services or the networks and infrastructure supporting the Services;

  • Use the Services to send unsolicited commercial communications (spam);

  • Scrape, data mine, or use automated means to access the Services except through APIs expressly provided by Corpflow;

  • Misuse any API, integration, browser extension, or add-in in a manner that violates these Terms or applicable third-party terms;

  • Sublicense, resell, lease, or otherwise transfer access to the Services to any third party without Corpflow's prior written consent;

  • Use the AI-powered features of the Services to generate content that is misleading, harmful, or in violation of applicable law;

  • Circumvent or attempt to circumvent any access controls, usage limits, or security measures of the Services.

5.3 Enforcement

Corpflow reserves the right to investigate and take appropriate action against any violation of this Section, including without limitation suspending or terminating your account and reporting the conduct to law enforcement authorities.

6. Browser Extensions and Integrations

6.1 Chrome Browser Extension

Corpflow may provide a Chrome browser extension that enables users to interact with the Corpflow platform from within the Google Chrome browser. The extension operates as an interface between you and the Corpflow Services and does not independently collect, store, or process data outside of the Corpflow platform except as necessary to facilitate its functionality.

6.2 Microsoft Office Add-In

Corpflow may provide a Microsoft Office add-in (for Microsoft Word and other Office applications) that allows users to generate and manage documents within the Microsoft Office environment through the Corpflow platform.

6.3 Third-Party Platform Terms

Your use of the Chrome browser extension and the Microsoft Office add-in is also subject to the applicable terms and policies of the respective platforms, including but not limited to:

  • The Google Chrome Web Store Developer Agreement and Program Policies;

  • The Microsoft AppSource Certification Policies and Microsoft Commercial Marketplace Terms of Use.

In the event of any conflict between these Terms and the terms of a third-party platform, the more restrictive terms shall apply with respect to your use of the extension or add-in on that platform.

6.4 Permissions and Data Access

The Chrome extension and Microsoft Office add-in request only the minimum permissions necessary to provide their functionality. These permissions are disclosed during installation and may include:

  • Access to the active browser tab or document to facilitate data exchange with the Corpflow platform;

  • Network access to communicate with Corpflow servers;

  • Storage permissions to maintain user session state.

The extensions and add-ins do not access, read, or transmit data from your browser or Office applications to Corpflow except when you explicitly initiate an action through the extension or add-in interface.

6.5 Updates

Corpflow may update the browser extension and Office add-in from time to time. Updates may be delivered automatically through the respective platform's distribution mechanism.

7. Fees and Payment

7.1 Subscription Fees

Access to certain features of the Services may require payment of subscription fees as described on the Corpflow pricing page or in a separate order form or service agreement between you and Corpflow.

7.2 Billing

Fees are billed in advance on a recurring basis (monthly or annually, as applicable) unless otherwise specified in your service agreement. All fees are quoted and payable in U.S. dollars unless otherwise agreed in writing.

7.3 Payment

You agree to provide Corpflow with valid and current payment information and authorize Corpflow to charge such payment method for all fees incurred. You are responsible for all applicable taxes associated with the Services.

7.4 Late Payment

If payment is not received by the due date, Corpflow may suspend your access to the Services until payment is received. Corpflow reserves the right to charge interest on overdue amounts at a rate of one and a half percent (1.5%) per month, or the maximum rate permitted by law, whichever is lower.

7.5 Refunds

Fees are non-refundable except as expressly stated in your service agreement or as required by applicable law.

7.6 Fee Changes

Corpflow reserves the right to change its fees at any time. If you are on a subscription plan, fee changes will take effect at the beginning of the next billing cycle following notice of the change. Continued use of the Services after a fee change constitutes acceptance of the new fees.

8. Intellectual Property

8.1 Corpflow IP

The Services, including but not limited to the platform, software, APIs, browser extensions, Office add-ins, algorithms, user interfaces, designs, trademarks, logos, documentation, and all related intellectual property rights, are and shall remain the exclusive property of Corpflow and its licensors. These Terms do not grant you any right, title, or interest in the Services except for the limited right to use the Services in accordance with these Terms.

8.2 Restrictions

You may not copy, modify, create derivative works from, distribute, sell, transfer, display, perform, or otherwise exploit the Services or any portion thereof except as expressly permitted by these Terms.

8.3 Feedback

If you provide Corpflow with any suggestions, ideas, enhancement requests, feedback, or other recommendations regarding the Services ("Feedback"), you hereby assign to Corpflow all right, title, and interest in and to such Feedback. Corpflow may use Feedback for any purpose without obligation to you.

9. Confidentiality

9.1 Corpflow's Obligations

Corpflow will use commercially reasonable administrative, technical, and physical safeguards to protect the confidentiality, integrity, and availability of Customer Data stored within the Services. These safeguards include but are not limited to:

  • Encryption of data at rest and in transit;

  • Logical data isolation between organizations;

  • Role-based access controls;

  • Audit logging of system access and data changes;

  • Secure session management with IP and user agent tracking.

9.2 Your Obligations

You are responsible for:

  • Ensuring that any data you upload to the Services does not violate any confidentiality obligations you owe to third parties;

  • Configuring appropriate access controls and permissions within your organization's account;

  • Maintaining the security of your credentials and API keys.

9.3 Exceptions

Corpflow may disclose Customer Data if required by law, regulation, legal process, or governmental request, provided that Corpflow will make commercially reasonable efforts to notify you in advance of such disclosure, unless prohibited by law from doing so.

10. Disclaimer of Professional Advice

THE SERVICES ARE SOFTWARE TOOLS ONLY. CORPFLOW DOES NOT PROVIDE AND THE SERVICES DO NOT CONSTITUTE LEGAL, TAX, FINANCIAL, FIDUCIARY, ACCOUNTING, OR COMPLIANCE ADVICE OF ANY KIND.

Information generated, displayed, extracted, or suggested by the Services, including but not limited to AI-generated content, document analysis results, compliance status indicators, filing reminders, and completeness assessments, is provided for informational purposes only and should not be relied upon as a substitute for professional advice from qualified legal, tax, financial, or other professional advisors.

AI-powered features within the Services may produce inaccurate, incomplete, or outdated information. Confidence scores and completeness assessments provided by the Services are approximate and do not guarantee accuracy. You are solely responsible for independently verifying any information obtained through the Services and for all decisions made based on such information.

Corpflow expressly disclaims any liability arising from your reliance on information generated by the Services.

11. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

CORPFLOW SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, CORPFLOW DOES NOT WARRANT THAT:

  • THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;

  • THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;

  • THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, OR COMPLETE;

  • ANY ERRORS IN THE SERVICES WILL BE CORRECTED;

  • AI-POWERED FEATURES WILL PRODUCE ACCURATE OR RELIABLE RESULTS;

  • THIRD-PARTY INTEGRATIONS WILL FUNCTION WITHOUT INTERRUPTION OR ERROR.

12. Limitation of Liability

12.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CORPFLOW, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY:

  • INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;

  • LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL;

  • COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;

  • DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA;

  • DAMAGES ARISING FROM ERRORS, INACCURACIES, OR OMISSIONS IN AI-GENERATED CONTENT OR AUTOMATED FEATURES;

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CORPFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CORPFLOW'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES PAID BY YOU TO CORPFLOW DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

12.3 Basis of the Bargain

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN CORPFLOW AND YOU. THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

13. Indemnification

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

  • Your use or misuse of the Services;

  • Your violation of these Terms;

  • Your violation of any applicable law, regulation, or third-party right;

  • Any Customer Data you upload, transmit, or store through the Services;

  • Your use of AI-powered features and any reliance on AI-generated outputs;

  • Any third-party claim arising from your organization's use of the Services.

Corpflow reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate with Corpflow in asserting any available defenses.

14. Termination

14.1 Termination by You

You may stop using the Services and close your account at any time by contacting Corpflow at the email address provided in Section 17. Termination of your account does not relieve you of any obligation to pay fees accrued prior to termination.

14.2 Termination by Corpflow

Corpflow may suspend or terminate your access to the Services, in whole or in part, at any time and for any reason, including but not limited to:

  • Violation of these Terms;

  • Non-payment of fees;

  • A request by law enforcement or a governmental authority;

  • Discontinuation or material modification of the Services;

  • Unexpected technical or security issues.

Corpflow will make commercially reasonable efforts to notify you prior to termination, except where immediate action is necessary to protect the security or integrity of the Services.

14.3 Effect of Termination

Upon termination:

  • Your right to access and use the Services will immediately cease;

  • You remain liable for all fees incurred prior to termination;

  • Sections 4.1 (Ownership), 8 (Intellectual Property), 10 (Disclaimer of Professional Advice), 11 (Disclaimer of Warranties), 12 (Limitation of Liability), 13 (Indemnification), 15 (Governing Law), and this Section 14.3 shall survive termination.

14.4 Data Retrieval After Termination

Following termination, Corpflow will make your Customer Data available for retrieval for thirty (30) days. After this period, Corpflow may delete your Customer Data and is under no obligation to retain or provide it.

15. Governing Law and Dispute Resolution

15.1 Governing Law

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

15.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator and shall take place in Wilmington, Delaware, or at another mutually agreed location. The language of the arbitration shall be English.

15.3 Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

15.4 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND CORPFLOW AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.

16. Changes to the Terms

Corpflow reserves the right to modify or update these Terms at any time. When we make material changes, we will:

  • Update the "Last Updated" date at the top of these Terms;

  • Notify you through the Services (such as an in-app notification) or by email to the address associated with your account.

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

17. Contact Information

If you have questions, concerns, or inquiries regarding these Terms, please contact us at:

Corpflow, Inc. Email: contact@corpflow.ai Address: 180 NE 29th Street, Miami, FL 33137

18. Privacy

Your use of the Services is also governed by Corpflow's Privacy Policy, which describes how we collect, use, store, and disclose personal information. The Privacy Policy is incorporated into these Terms by reference. By using the Services, you consent to the data practices described in the Privacy Policy.

19. Third-Party Services and Links

The Services may integrate with or contain links to third-party websites, applications, or services that are not owned or controlled by Corpflow. Corpflow does not endorse and is not responsible or liable for the content, policies, or practices of any third-party services. Your use of third-party services is at your own risk and subject to the terms and conditions of those third parties.

20. Electronic Signatures and Communications

20.1 Electronic Communications

By creating an account or using the Services, you consent to receive communications from Corpflow electronically, including by email, in-app notifications, or postings within the Services. You agree that all agreements, notices, disclosures, and other communications provided to you electronically satisfy any legal requirement that such communications be in writing.

20.2 Electronic Signatures

The Services may facilitate electronic signatures through integration with third-party e-signature providers. You acknowledge that electronic signatures executed through the Services are legally binding to the extent permitted by applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN Act) and the Uniform Electronic Transactions Act (UETA).

21. Export Compliance

You agree to comply with all applicable export control and sanctions laws and regulations, including those administered by the U.S. Department of Commerce, the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), and any other relevant governmental authority. You represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory subject to U.S. sanctions, and that you are not on any U.S. government restricted party list.

22. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

23. Waiver

The failure of Corpflow to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Corpflow.

24. Entire Agreement

These Terms, together with the Privacy Policy and any applicable order forms or service agreements, constitute the entire agreement between you and Corpflow with respect to the Services and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between you and Corpflow regarding the Services.

25. Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Corpflow. Corpflow may assign these Terms without restriction. Any attempted assignment in violation of this Section shall be null and void. These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

26. Force Majeure

Corpflow shall not be liable for any delay or failure to perform its obligations under these Terms if such delay or failure results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, embargoes, acts of governmental authorities, power failures, internet or telecommunications failures, or cyberattacks.

27. Government Users

If you are a U.S. government entity or accessing the Services on behalf of a U.S. government entity, the Services are provided as "commercial items" as defined in 48 C.F.R. Section 2.101, and are licensed to you with only those rights as granted to all other users under these Terms.

By using the Corpflow Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.