Terms of Service

1. Acceptance of Terms

Welcome to SummitFlow. These Terms of Service ("Terms", "Agreement") are a legally binding contract between you ("User", "you", or "your") and SummitFlow ("Company", "we", "us", or "our") governing your access to and use of the SummitFlow platform, including our website, mobile applications, and all related services (collectively, the "Service").

By accessing, browsing, or using the Service in any manner, including but not limited to visiting or browsing the website, registering for an account, submitting information, or using any features or functionality, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICE. Your continued use of the Service following any changes to these Terms constitutes your acceptance of such changes.

2. Eligibility and Account Registration

2.1 Eligibility: You must be at least 18 years of age or the age of majority in your jurisdiction, whichever is greater, to use the Service. By using the Service, you represent and warrant that you meet these eligibility requirements. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2.2 Account Creation: To access certain features of the Service, you must register for an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

2.3 Account Security: You must immediately notify us of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this security obligation. You may not use another user's account without permission, transfer your account to another person, or use a false identity.

2.4 Account Termination: We reserve the right to suspend or terminate your account at any time, with or without cause, and with or without notice, for any reason including but not limited to violation of these Terms, fraudulent activity, or extended periods of inactivity.

3. Description of Service

SummitFlow provides a comprehensive platform for membership management, waiver processing, event booking, facility operations, and related business management services. The Service includes, but is not limited to:

• Member registration, profile management, and membership tracking
• Digital waiver creation, customization, management, and storage
• Event creation, booking, scheduling, and attendee management
• Facility operations and resource management tools
• Payment processing and financial transaction management
• Analytics, reporting, and data visualization tools
• Communication tools for member engagement and notifications
• Integration with third-party services and APIs
• Administrative dashboards and role-based access controls

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.

4. Data Usage and License Rights

4.1 Grant of License to Company: By using the Service and submitting, uploading, posting, or transmitting any content, data, information, text, graphics, photos, or other materials (collectively, "User Data") to or through the Service, you hereby grant to SummitFlow a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable, perpetual, and irrevocable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Data in any and all media or distribution methods (now known or later developed) for any lawful purpose.

4.2 Permitted Uses of Your Data: You expressly acknowledge and agree that we have the right to use your User Data in any legal manner we deem appropriate, including but not limited to:

• Operating, maintaining, improving, and optimizing the Service and user experience
• Developing new features, products, and services
• Training, testing, and improving our algorithms, artificial intelligence, and machine learning models
• Creating aggregated, anonymized, or de-identified data sets for analytics and research
• Conducting statistical analysis, trend analysis, and market research
• Providing customer support and troubleshooting technical issues
• Detecting, preventing, and addressing fraud, security issues, and technical problems
• Complying with legal obligations, regulations, and law enforcement requests
• Marketing, advertising, and promoting our Service (with appropriate anonymization where required)
• Sharing with service providers, partners, and third parties who assist in operating our business
• Transferring or assigning to any successor entity in the event of a merger, acquisition, or sale of assets

4.3 Commitment Not to Sell Your Data: Notwithstanding the broad rights granted above, we commit that we will NOT sell your personal data or User Data directly to third parties for monetary consideration as a standalone transaction. This means we will not engage in the direct sale of your raw personal information to data brokers or other entities for profit. However, this does not restrict our ability to:

• Share data with service providers who assist us in operating our business (such as cloud hosting, payment processors, and analytics providers)
• Use anonymized or aggregated data for any commercial purpose
• Transfer data as part of a business transaction (merger, acquisition, bankruptcy, or sale of company assets)
• Disclose data as required by law or to protect our legal rights
• Monetize the Service through subscriptions, advertising, or other business models that may involve data usage

4.4 Data Retention: We may retain your User Data for as long as your account is active, as needed to provide you services, as necessary to comply with our legal obligations, resolve disputes, enforce our agreements, and as otherwise permitted by applicable law. Even after account termination, we may retain and continue to use your data as permitted under these Terms.

4.5 Your Representations: You represent and warrant that: (a) you own or have the necessary rights, licenses, consents, and permissions to grant the rights described in this section; (b) your User Data does not violate any third-party rights, including intellectual property rights, privacy rights, or publicity rights; and (c) your User Data complies with all applicable laws and these Terms.

5. User Responsibilities and Prohibited Conduct

5.1 Acceptable Use: You agree to use the Service only for lawful purposes and in accordance with these Terms. You are solely responsible for your conduct and any User Data you submit through the Service.

5.2 Prohibited Activities: You agree NOT to:

• Violate any applicable local, state, national, or international law or regulation
• Infringe upon or violate the intellectual property rights or any other rights of others
• Harass, abuse, threaten, defame, or otherwise violate the legal rights of others
• Upload, post, or transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of privacy, hateful, or racially, ethnically, or otherwise objectionable
• Upload, post, or transmit any viruses, malware, or other malicious code
• Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks
• Interfere with or disrupt the Service or servers or networks connected to the Service
• Use any automated system, including "robots," "spiders," or "scrapers," to access the Service
• Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity
• Collect or store personal data about other users without their express consent
• Use the Service for any commercial purpose not expressly permitted by these Terms
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Service
• Remove, circumvent, disable, damage, or otherwise interfere with security-related features
• Engage in any activity that could damage, disable, overburden, or impair the Service

5.3 Enforcement: We reserve the right, but are not obligated, to monitor, investigate, and take appropriate action against users who violate these Terms, including removing content, suspending or terminating accounts, and reporting violations to law enforcement authorities.

6. Intellectual Property Rights

6.1 Company Ownership: The Service and its entire contents, features, functionality, and design, including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by SummitFlow, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

6.2 Trademarks: The SummitFlow name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of SummitFlow or its affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans are the trademarks of their respective owners.

6.3 Limited License: Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your personal or internal business purposes. This license does not include any right to: (a) resell or make commercial use of the Service; (b) modify or make derivative works of the Service; (c) download or copy any content except as expressly permitted; or (d) use any data mining, robots, or similar data gathering methods.

6.4 Feedback: If you provide us with any feedback, suggestions, or ideas about the Service ("Feedback"), you hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback in any manner, without any obligation or compensation to you.

7. Payment Terms and Subscriptions

7.1 Fees: Access to certain features of the Service may require payment of fees. All fees are quoted in U.S. dollars unless otherwise stated. You agree to pay all fees associated with your use of the Service, including any applicable taxes.

7.2 Subscriptions: Some portions of the Service are billed on a subscription basis. You will be billed in advance on a recurring and periodic basis (monthly, annually, or as otherwise specified). Billing cycles are set at the time of subscription purchase.

7.3 Automatic Renewal: Unless you cancel your subscription before the end of the current billing period, your subscription will automatically renew for an additional equivalent period at the then-current subscription rate. You authorize us to charge your payment method for such renewal fees.

7.4 Payment Methods: You must provide current, complete, and accurate billing and payment information. You must promptly update all information to keep your payment method current, complete, and accurate. If your payment method fails or your account is past due, we may suspend or terminate your access to the Service.

7.5 Fee Changes: We reserve the right to change our fees at any time. We will provide you with reasonable notice of any fee changes. Your continued use of the Service after the fee change comes into effect constitutes your agreement to pay the modified fees.

7.6 Refunds: Except as required by law or as expressly stated in these Terms, all fees are non-refundable. No refunds or credits will be provided for partial months or years of service, upgrades, downgrades, or unused months or years with an open account.

7.7 Cancellation: You may cancel your subscription at any time through your account settings or by contacting customer support. Cancellation will be effective at the end of the current billing period. You will continue to have access to the Service until the end of the billing period for which you have paid.

8. Third-Party Services and Links

8.1 Third-Party Integrations: The Service may integrate with or contain links to third-party websites, applications, or services that are not owned or controlled by SummitFlow. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party services.

8.2 Third-Party Terms: Your use of third-party services is governed by the terms and conditions and privacy policies of those third parties. You are solely responsible for reviewing and complying with such third-party terms.

8.3 No Endorsement: We do not endorse or assume any responsibility for any third-party services. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of any third-party services.

9. Disclaimers and Limitations of Liability

9.1 AS-IS Basis: THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE. SUMMITFLOW, ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

9.2 No Guarantee: We do not guarantee that your use of the Service will meet your requirements or expectations. We do not warrant the accuracy, completeness, or usefulness of any information provided through the Service.

9.3 Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUMMITFLOW, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (C) ANY CONTENT OBTAINED FROM THE SERVICE; (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

9.4 Aggregate Liability Cap: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED DOLLARS ($100.00 USD).

9.5 Jurisdictional Limitations: Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations above may not apply to you. In such jurisdictions, our liability will be limited to the greatest extent permitted by law.

10. Indemnification

You agree to defend, indemnify, and hold harmless SummitFlow, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of the Service; (c) your User Data; (d) your violation of any rights of another party, including any other users; or (e) your violation of any applicable laws, rules, or regulations. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses.

11. Termination

11.1 Termination by You: You may terminate your account at any time by following the account termination procedures in your account settings or by contacting customer support. Upon termination by you, your right to access and use the Service will cease immediately.

11.2 Termination by Us: We may terminate or suspend your account and access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, your right to use the Service will immediately cease.

11.3 Effect of Termination: Upon termination of your account: (a) all licenses and rights granted to you under these Terms will immediately terminate; (b) you must immediately cease all use of the Service; (c) we may delete your account and User Data; and (d) we shall have no obligation to maintain or provide you with any User Data.

11.4 Survival: The following provisions shall survive any termination of these Terms: Sections 4 (Data Usage and License Rights), 6 (Intellectual Property Rights), 7 (Payment Terms - with respect to outstanding obligations), 9 (Disclaimers and Limitations of Liability), 10 (Indemnification), 11.4 (Survival), 12 (Dispute Resolution), and 13 (General Provisions).

12. Dispute Resolution and Arbitration

12.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of [Your State], United States, without regard to its conflict of law provisions.

12.2 Informal Resolution: Before filing a claim, you agree to try to resolve the dispute informally by contacting us at legal@summitflow.com. We will try to resolve the dispute informally by contacting you through email. If a dispute is not resolved within sixty (60) days of submission, you or SummitFlow may bring a formal proceeding.

12.3 Binding Arbitration: Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall be conducted in [Your City, State], and judgment on the arbitration award may be entered in any court having jurisdiction thereof.

12.4 Class Action Waiver: YOU AND SUMMITFLOW AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and SummitFlow agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

12.5 Exceptions to Arbitration: Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Service or infringement of intellectual property rights without first engaging in arbitration or the informal dispute resolution process.

12.6 Time Limitation: Any claim or cause of action you may have arising out of or relating to these Terms or the Service must be commenced within one (1) year after the claim or cause of action arose; otherwise, such claim or cause of action is permanently barred.

13. General Provisions

13.1 Changes to Terms: We reserve the right to modify or replace these Terms at any time at our sole discretion. If a revision is material, we will provide at least thirty (30) days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use the Service after revisions become effective, you agree to be bound by the revised terms.

13.2 Entire Agreement: These Terms, together with the Privacy Policy and any other legal notices or agreements published by us on the Service, constitute the entire agreement between you and SummitFlow concerning the Service and supersede all prior or contemporaneous understandings and agreements, whether written or oral, regarding the Service.

13.3 Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired, and such provision shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law.

13.4 Waiver: No waiver by SummitFlow of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

13.5 Assignment: You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice. Any attempt by you to assign or transfer these Terms without our consent shall be null and void.

13.6 Force Majeure: We shall not be liable for any failure or delay in performance under these Terms due to causes beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

13.7 Electronic Communications: By using the Service, you consent to receive electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Service. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

13.8 Export Control: You may not use, export, or re-export the Service except as authorized by United States law and the laws of the jurisdiction in which the Service was obtained. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

13.9 Language: These Terms are drafted in English. In the event of any conflict between the English version and any translation, the English version shall prevail.