Terms of Service

Date of Last Revision: February 28, 2026

1. Introduction and Acceptance of Terms

Welcome to FlowRunner, a visual workflow automation platform with AI agent orchestration capabilities operated by Midnight Coders, Inc. (“Company,” “we,” “us,” or “our”), a Texas corporation.

These Terms of Service (“Terms”)govern your access to and use of the FlowRunner platform, including allassociated services, features, content, applications, and APIs (collectively,the “Service”) available at flowrunner.ai and any related domains.

By accessing or using the Service, creating an account, or clicking “I Agree” (or similar affirmation), you (“Customer,” “you,” or “your”) agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, in which case “Customer,” “you,” or “your” refers to that entity.

If you do not agree to theseTerms, you may not access or use the Service.

1.1 Relationship to Other Agreements

If you have entered into a separate Master Service Agreement (“MSA”), Enterprise Agreement, or other written agreement with Midnight Coders, Inc. governing your use of the Service, the terms of that agreement will control to the extent they conflict with theseTerms. For all other matters not addressed in your separate agreement, these Terms apply.

1.2 Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email (to the address associated with your account) or by posting a prominent notice on the Service at least thirty (30) days before the changes take effect. Your continued use of the Service 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 Service before the changes take effect. We will not retroactively apply material changes to disputes or events that occurred before the updated Terms became effective.

2. Definitions

The following definitions apply throughout these Terms:

“Account” means a registered FlowRunner account created by or on behalf of a Customer.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting securities.

“AI Agent” means an artificial intelligence component configured within the Service that can execute tasks, make decisions within defined parameters, and interact withother components of a Workflow.

“Authorized User” means any individual who is authorized by Customer to access and use the Serviceunder Customer’s Account.

“BYOK” or “Bring YourOwn Keys” means the model under which Customer provides their own API keys, credentials, or access tokens for third-party AI services (such as OpenAI, Anthropic, Google, and others) to be used within the Service.

“Cloud Deployment” means hosting and operation of the Service by the Company on Company-managed infrastructure.

“Community Edition” means the free, self-hosted version of the Service with the feature set described onour website.

“Customer Content” means all data, information, text, files, images, workflows, configurations, AI Agent settings, MCP server configurations, and other materials that Customer or its Authorized Users upload to, create within, transmit through, or store in the Service.

“Documentation” means the user guides, help articles, API references, and other technical materials we make available for the Service at docs.flowrunner.ai or successor URLs.

“Execution” means one complete run of a Workflow from start to finish, regardless of the number of individual steps or nodes within the Workflow.

“Human-in-Loop” means the Service’s capability to pause an automated Workflow and solicit input,approval, or decisions from a human via email, Slack, WhatsApp, telephone, orother supported communication channels before resuming Workflow execution.

“MCP” or “Model Context Protocol” means the open protocol standard for tool integration that allows AI Agents to interact with external services and tools.

“Midnight Flow” means the consulting services division operated by or affiliated with the Company, providing implementation, optimization, and compliance consulting services related to the Service.

“Self-Hosted Deployment” means Customer’s installation and operation of the Service on Customer-managed infrastructure.

“Service Level Agreement”or “SLA” means any uptime or performance commitments set forth in aseparate written agreement between Customer and the Company.

“Subscription Plan” means the specific tier of Service (Growth, Professional, Business, Enterprise, or Community Edition) selected by or assigned to the Customer, together with the features, limitations, and pricing applicable to that tier.

“Third-Party Service” means any software, platform, API, or service not operated by the Company that Customer integrates with or accesses through the Service, including AI model providers, communication platforms, and enterprise applications.

“Workflow” means an automated sequence of steps, actions, triggers, conditions, and AI Agent operations created by Customer within the Service.

3. Account Registration and Access

3.1 Registration Requirements

To create an Account, you must provide a valid corporate email address. We do not accept registrations from personal email and disposable email providers (e.g., @gmail.com, @yahoo.com, @hotmail.com, or @outlook.com personal accounts). We reserve the right to reject registrations that we reasonably determine are fraudulent, duplicative, or otherwise not from a legitimate business.

You represent and warrant that: (a) all information you provide during registration is truthful, accurate, and complete; (b) you will maintain the accuracy of such information; (c) you are at least 18 years of age; and (d) your use of the Service does not violate any applicable law, regulation, or these Terms.

3.2 Account Security

You are responsible for maintaining the confidentiality of your Account credentials, including passwords and API keys. You are responsible for all activities that occur under your Account, whether or not authorized by you. You must notify us immediately at security@flowrunner.ai if you become aware of any unauthorized use of your Account.

We are not liable for any loss or damage arising from your failure to secure your Account credentials.

3.3 Authorized Users

All Subscription Plans include unlimited Authorized Users. You are responsible for ensuring that all Authorized Users comply with these Terms. Any violation of these Terms by an Authorized User is deemed a violation by you.

3.4 Trial Credits

New Accounts receive a one-time credit of $100 USD ("Trial Credits") applied to the Growth Subscription Plan. Trial Credits are non-transferable, non-refundable, and have no cash value. Trial Credits are consumed based on the monthly subscription fee of your active Subscription Plan. When Trial Credits are depleted, you must add a valid payment method to continue using the Service or your Workflows will be paused.

We reserve the right to modify, suspend, or discontinue the Trial Credits program at any time without prior notice. Trial Credits are limited to one allocation per Customer entity. Attempts to obtain multiple Trial Credit allocations through multiple registrations or other means constitute a violation of these Terms.

4. Subscription Plans, Fees, and Payment

4.1 Subscription Plans

The Service is offered through several Subscription Plans, each with different features, execution limits, and pricing as described on our pricing page at flowrunner.ai/pricing. Current plans include Growth ($45/month), Professional ($299/month), Business ($999/month), and Enterprise (custom pricing). The Community Edition is available for free self-hosted deployment with limited features.

All cloud-hosted Subscription Plans include unlimited Workflows and unlimited Authorized Users. Feature availability, execution limits, concurrent execution limits, and log retention periods vary by Subscription Plan as described on our pricing page.

4.2 Execution Limits and Enforcement

Each Subscription Plan includes a monthly allocation of Executions. An "Execution" means one complete run of a Workflow from start to finish, regardless of the number of steps within the Workflow.

When you reach 100% of your monthly Execution limit, all Workflows will be paused immediately. Workflows will resume automatically at the start of your next billing cycle or upon upgrading to a higher Subscription Plan. We do not charge overage fees; instead, the Service enforces a hard limit on Executions per billing period.

We will provide in-application and email notifications as you approach your Execution limit (at approximately 80%, 90%, and 95% of your allocation). These notifications are provided as a courtesy and their absence does not relieve the Execution limit.

All Customer Content, Workflow configurations, and Account data are preserved during any pause due to Execution limit enforcement.

4.3 Workflow Running Time Limits

Each Workflow may contain any number of steps. However, the Service enforces limits on the cumulative "Running Time" of a Workflow Execution. Running Time is calculated as the sum of processing time consumed by individual action executions within the Workflow, including action blocks, transformer blocks, condition blocks, looping blocks, and grouping blocks.

Running Time specifically excludes "Waiting Time," which is any period during which a Workflow is suspended and not actively consuming processing resources. Waiting Time includes, without limitation, time spent waiting for Human-in-Loop responses, external webhook callbacks, scheduled delay timers, or other event-driven triggers. Waiting Time has no upper limit - a Workflow may remain in a waiting state indefinitely without consuming Running Time.

Running Time limits vary by Subscription Plan as described on our pricing page and in the Documentation. When a Workflow Execution exceeds its applicable Running Time limit, the Execution will be terminated. The Company may update Running Time limits from time to time; any reduction in limits applicable to existing Subscription Plans will be communicated with at least thirty (30) days' notice.

4.4 Fees and Payment

Fees for the Service are as stated on our pricing page at the time of your subscription or renewal. All fees are quoted in United States Dollars (USD) and are exclusive of all applicable taxes, which you are responsible for paying.

Subscription fees are billed monthly in advance unless you have elected annual billing or have separate invoicing arrangements. Payment is due on the date of invoice. We accept payment by major credit card (Visa, MasterCard, American Express, Discover), ACH transfer (Business and Enterprise tiers), and invoice billing (Enterprise tier only).

If your payment method fails or your account is past due, we may suspend access to the Service until payment is received. We reserve the right to charge interest on overdue amounts at the lesser of 2.1% per month or the maximum rate permitted by applicable law.

4.5 Price Changes

We may change our pricing at any time. For existing Customers on active Subscription Plans, price changes will take effect at the start of your next billing cycle following at least thirty (30) days' written notice. If you do not agree to a price change, you may cancel your subscription before the new pricing takes effect.

4.6 No Refunds

All subscription fees are non-refundable. Because the Company provides a $100 USD credit to new Accounts, enabling approximately sixty (60) days of evaluation on the Growth Subscription Plan at no cost and with no credit card required, all payments made after the trial credit period represent a deliberate commitment to the Service following a meaningful evaluation period. You are responsible for canceling your subscription before your next billing cycle if you do not wish to continue.

Enterprise Subscription Plans governed by a separate written agreement may contain different refund or termination-for-convenience terms as specified in that agreement.

5. Permitted Use and Restrictions

5.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the term of your subscription solely for your internal business purposes, in accordance with the Documentation and your Subscription Plan.

5.2 Acceptable Use

You agree to use the Service only for lawful purposes and in compliance with all applicable laws and regulations. Without limiting the foregoing, you agree not to:

(a) Use the Service to violate any applicable law, regulation, or third-party right, including without limitation data protection, privacy, export control, or anti-spam laws;

(b) Use the Service to process, store, or transmit any data that you do not have the right to process, store, or transmit;

(c) Use the Service to send unsolicited or unauthorized communications, advertising, or spam through Human-in-Loop or other communication features;

(d) Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service;

(e) Interfere with or disrupt the integrity or performance of the Service or the data contained therein;

(f) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Service, except to the extent expressly permitted by applicable law;

(g) Remove, alter, or obscure any proprietary notices or labels on the Service;

(h) Use the Service to develop a competing product or service;

(i) Resell, sublicense, or make the Service available to third parties as a managed service, except as expressly authorized in writing by the Company;

(j) Use the Service to build Workflows or AI Agents intended to deceive, defraud, or harm any person;

(k) Circumvent or attempt to circumvent any Execution limits, rate limits, or other technical restrictions of the Service;

(l) Use the Service in a manner that exceeds reasonable request volume or constitutes excessive or abusive usage that degrades the Service for other customers.

5.3 Customer Responsibility for Workflows

You are solely responsible for the Workflows, AI Agents, and automations you create, configure, and deploy using the Service. This includes responsibility for:

(a) The accuracy, legality, and appropriateness of all Customer Content processed by your Workflows;

(b) Ensuring your Workflows comply with all applicable laws and regulations, including but not limited to HIPAA, SOX, GDPR, CCPA, and other data protection and industry-specific regulations;

(c) Obtaining all necessary consents, authorizations, and permissions before processing any personal data, protected health information (PHI), or other regulated data through the Service;

(d) Configuring appropriate Human-in-Loop checkpoints for decisions requiring human judgment, particularly in regulated or high-stakes contexts;

(e) Testing and validating your Workflows before deploying them in production environments.

6. AI Agents, BYOK Model, and Third-Party AI Services

6.1 Bring Your Own Keys (BYOK)

The Service operates on a Bring Your Own Keys (BYOK) model. To use AI Agent features, you must provide your own API keys, credentials, or access tokens for supported third-party AI services (e.g., OpenAI, Anthropic, Google, Cohere, and others). The Company does not provide, manage, or subsidize AI service API keys except where explicitly included in an Enterprise Subscription Plan.

You are solely responsible for:

(a) Obtaining, maintaining, and securing your third-party AI service API keys;

(b) All costs, fees, and charges incurred through your use of third-party AI services via your API keys, including usage fees charged by AI model providers;

(c) Compliance with the terms of service, usage policies, and acceptable use policies of the third-party AI services you integrate;

(d) Monitoring your usage and spending with third-party AI providers.

6.2 No Guarantee of AI Outputs

The Company does not guarantee the accuracy, completeness, reliability, suitability, or safety of any output generated by AI Agents within the Service. AI model outputs are generated by third-party AI services using your API keys and are influenced by factors entirely outside the Company's control, including but not limited to the AI model's training data, configuration parameters, prompt content, and the AI provider's service performance.

You acknowledge and agree that:

(a) AI Agent outputs may contain errors, inaccuracies, biases, or inappropriate content;

(b) AI Agent outputs should not be relied upon as the sole basis for decisions with legal, financial, medical, or other significant consequences without appropriate human review;

(d) You are solely responsible for reviewing, validating, and approving AI Agent outputs before acting on them or incorporating them into downstream processes.

6.3 Model Context Protocol (MCP) Integration

The Service supports the Model Context Protocol (MCP), allowing you to register and connect your own MCP servers to extend AI Agent capabilities. When you register an MCP server:

(a) You are solely responsible for the security, availability, and proper functioning of your MCP servers;

(b) You are responsible for all data transmitted to and from your MCP servers through the Service;

(d) You represent and warrant that your MCP servers comply with all applicable laws and do not infringe upon the rights of any third party.

7. Human-in-Loop Communications

The Service includes Human-in-Loop capabilities that allow Workflows and AI Agents to pause execution and solicit input from designated humans via email, Slack, WhatsApp, telephone, or other supported communication channels.

7.1 Customer Responsibilities

When using Human-in-Loop features, you are responsible for:

(a) Designating appropriate human recipients for Human-in-Loop requests, including ensuring those individuals have the authority, qualifications, and training to make the decisions requested of them;

(b) Obtaining consent from individuals who will receive Human-in-Loop communications;

(c) Ensuring Human-in-Loop communications comply with all applicable laws, including anti-spam legislation (CAN-SPAM, TCPA, GDPR communication requirements, and similar laws);

(d) The content and accuracy of any decisions, approvals, or input provided by humans in response to Human-in-Loop requests;

(e) Configuring appropriate timeouts and fallback procedures for scenarios where human responses are not received in a timely manner.

7.2 Company Disclaimers

The Company facilitates the delivery of Human-in-Loop communications but does not control, review, or guarantee:

(a) The delivery, receipt, or timeliness of communications sent through third-party channels (email, Slack, WhatsApp, telephone);

(b) The accuracy, appropriateness, or completeness of human responses received through Human-in-Loop interactions;

(d) The availability or uptime of third-party communication channels used for Human-in-Loop delivery.

8. Customer Content and Data

8.1 Ownership

As between the parties, you retain all right, title, and interest in and to your Customer Content. The Company does not claim ownership of Customer Content.

8.2 License to Customer Content

You grant the Company a limited, non-exclusive, worldwide, royalty-free license to access, use, process, copy, store, transmit, and display Customer Content solely as necessary to provide, maintain, and improve the Service, to provide customer support, and to comply with applicable law. This license terminates when you delete your Customer Content or close your Account, subject to any backup retention periods described below.

8.3 Customer Content Responsibilities

You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. You represent and warrant that you have all rights, licenses, consents, and permissions necessary to submit Customer Content to the Service and to grant the license set forth in Section 8.2.

8.4 Data Retention and Deletion

Upon termination or expiration of your subscription, your Customer Content will be retained in a paused state for thirty (30) days, during which time you may reactivate your Account by adding a valid payment method, export your Customer Content, or request deletion. After the thirty-day retention period, we may permanently delete your Customer Content from our active systems. Residual copies may persist in encrypted backups for up to ninety (90) days following deletion from active systems, after which they will be purged.

8.5 Data Processing and Security

We process Customer Content in accordance with our Privacy Policy, available at flowrunner.ai/privacy. We implement reasonable administrative, technical, and physical safeguards designed to protect Customer Content from unauthorized access, disclosure, alteration, and destruction.

Important: The Service is a workflow automation platform, not a data storage or data warehousing service. While the Service necessarily stores Customer Content during Workflow execution and for log retention purposes, long-term storage of sensitive data within the Service is at your own risk and discretion.

8.6 Sensitive and Regulated Data

If you use the Service to process protected health information ("PHI") as defined under HIPAA, personally identifiable financial information, or other categories of regulated data, you are responsible for:

(a) Executing any additional agreements required by law (such as a Business Associate Agreement for HIPAA) with the Company prior to processing such data. Contact legal@flowrunner.ai to initiate a BAA;

(b) Configuring the Service appropriately for the type of data being processed, including selecting a Subscription Plan with adequate compliance features (audit trails, RBAC, etc.);

(c) Ensuring that your use of the Service complies with all applicable data protection, privacy, and security regulations;

(d) Conducting your own risk assessments and due diligence regarding the suitability of the Service for your specific compliance requirements.

The availability of compliance features (audit trails, RBAC, SLA tracking, SSO, compliance reporting) varies by Subscription Plan. You are responsible for selecting a Subscription Plan that meets your compliance requirements.

8.7 Data Processing Agreement

To the extent the Company processes Customer Personal Data subject to the European General Data Protection Regulation, the UK General Data Protection Regulation, the California Consumer Privacy Act, the Texas Data Privacy and Security Act, or other applicable data protection legislation, the Data Processing Agreement is incorporated into and forms part of this Agreement.

9. Third-Party Services and Integrations

The Service allows you to integrate with and connect to Third-Party Services, including but not limited to AI model providers, communication platforms (Slack, WhatsApp, email services), enterprise applications (ERP systems, CRM systems, practice management software), and custom APIs.

9.1 Customer Responsibility

Your use of Third-Party Services through the Service is governed by your separate agreements with those third-party providers. You are solely responsible for:

(a) Compliance with the terms of service and acceptable use policies of all Third-Party Services you connect to the Service;

(b) The security of credentials, API keys, and access tokens for Third-Party Services stored within or used through the Service;

(d) Any costs, fees, or charges imposed by Third-Party Services as a result of your use through the Service.

9.2 No Endorsement or Warranty

The availability of integrations with Third-Party Services does not constitute an endorsement, recommendation, or warranty by the Company of those services. The Company makes no representations or warranties regarding the availability, accuracy, security, or reliability of any Third-Party Service.

9.3 Third-Party Service Disruptions

The Company is not responsible for any disruption, modification, or discontinuation of any Third-Party Service, or for any impact such events may have on your Workflows. You are responsible for monitoring the status of Third-Party Services integrated with your Workflows and for configuring appropriate error handling and fallback procedures.

10. Intellectual Property

10.1 Company IP

The Service, including its proprietary orchestration engine, source code, object code, algorithms, architecture, user interface, design, Documentation, and all related intellectual property, are and remain the exclusive property of the Company and its licensors. These Terms do not grant you any rights to the Company's intellectual property except the limited license expressly set forth in Section 5.1.

10.2 Customer IP

As between the parties, you retain all intellectual property rights in your Customer Content, Workflows, and AI Agent configurations. The Company does not acquire any ownership rights in Customer Content by virtue of these Terms.

10.3 Feedback

If you provide the Company with suggestions, feedback, enhancement requests, recommendations, or other input regarding the Service ("Feedback"), you grant the Company a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate that Feedback into the Service and our other products and services without obligation to you.

10.4 Usage Data

The Company may collect and use aggregated, anonymized, and de-identified data derived from your use of the Service ("Usage Data") for purposes of improving, developing, and operating the Service and our other products and services. Usage Data does not include Customer Content or any data that identifies or could be used to identify you or any individual.

11. Compliance Features and Regulatory Considerations

The Service offers built-in compliance features on certain Subscription Plans, including audit trail logging, role-based access control (RBAC), SLA tracking and monitoring, SSO/SAML authentication, and compliance reporting tools.

11.1 Shared Responsibility Model

Compliance with applicable laws and regulations is a shared responsibility:

Company Responsibility: We provide the technical capabilities, tools, and infrastructure features described in our Documentation. We maintain security practices appropriate for the Service and cooperate reasonably with Customer compliance efforts.

Customer Responsibility: You are responsible for configuring and using the compliance features appropriately, determining whether the Service meets your specific regulatory requirements, and ensuring your overall use of the Service complies with applicable laws and regulations.

11.2 No Compliance Guarantee

The Company does not guarantee that use of the Service, including its compliance features, will make you compliant with any particular law, regulation, or standard (including, without limitation, HIPAA, SOX, GDPR, CCPA, PCI-DSS, or any other regulatory framework). The compliance features are tools designed to support your compliance efforts, not substitutes for your own compliance programs, legal counsel, and regulatory analysis.

11.3 Audit Trail and Log Retention

Log retention periods vary by Subscription Plan (7-day execution logs on Growth, 30-day audit trails on Professional, 90-day on Business, and unlimited on Enterprise). You are responsible for exporting or archiving audit data if your compliance obligations require retention beyond the period included in your Subscription Plan.

12. Deployment Options

12.1 Cloud Deployment

For Cloud Deployment customers, the Company hosts and operates the Service on infrastructure provided by DigitalOcean and related service providers. The Company is responsible for the operational availability, maintenance, security patching, and infrastructure management of the Cloud Deployment environment.

12.2 Self-Hosted Deployment

For Self-Hosted Deployment customers (Community Edition or Enterprise self-hosted):

(a) You are solely responsible for provisioning, securing, maintaining, and operating the infrastructure on which the Service is installed;

(b) You are responsible for installing updates, security patches, and new versions of the Service;

(d) The Company is not responsible for data loss, security breaches, or performance issues arising from your infrastructure, network, or operational practices;

(e) Community Edition support is limited to community forums and GitHub issues. Enterprise self-hosted customers receive support as defined in their Enterprise agreement.

12.3 Sub-Processors

For Cloud Deployment, the Company uses the following sub-processors as of the effective date of these Terms:

(a) DigitalOcean - Cloud infrastructure hosting and compute services;

(b) MongoDB - Database services;

We may update our list of sub-processors from time to time. If we add a new sub-processor that processes Customer Content, we will provide at least thirty (30) days' notice by updating the sub-processor list on our website. If you object to a new sub-processor, you may terminate your subscription by providing written notice within thirty (30) days of being notified.

13. Confidentiality

Each party ("Receiving Party") agrees that all non-public information disclosed by the other party ("Disclosing Party") that is designated as confidential or that the Receiving Party reasonably should understand to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information") will be kept confidential by the Receiving Party and will not be disclosed to any third party except as necessary to perform obligations under these Terms and only to those who are bound by confidentiality obligations at least as protective as those herein.

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

Notwithstanding the foregoing, a Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and cooperates with the Disclosing Party's efforts to obtain protective treatment for the information.

The confidentiality obligations under this section will survive for three (3) years following the termination or expiration of these Terms, except that obligations regarding trade secrets will survive for as long as the information remains a trade secret under applicable law.

14. Warranties and Disclaimers

14.1 Company Warranties

The Company warrants that: (a) the Service will perform materially in accordance with the Documentation during the term of your subscription; (b) the Company will provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards; and (c) the Company has the right and authority to enter into these Terms and grant the licenses contemplated herein.

14.2 Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 14.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTY THAT:

(a) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS;

(b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;

(c) THE RESULTS OBTAINED THROUGH USE OF THE SERVICE, INCLUDING AI AGENT OUTPUTS, WILL BE ACCURATE, RELIABLE, OR COMPLETE;

(d) ANY ERRORS IN THE SERVICE WILL BE CORRECTED;

(e) THE SERVICE WILL BE COMPATIBLE WITH YOUR HARDWARE, SOFTWARE, OR THIRD-PARTY SERVICES;

(f) THE SERVICE WILL ENSURE COMPLIANCE WITH ANY PARTICULAR LAW, REGULATION, OR STANDARD.

14.3 Customer Warranties

You represent and warrant that: (a) you have the legal capacity and authority to enter into these Terms; (b) you will use the Service in compliance with all applicable laws and regulations; (c) you have obtained all necessary consents, authorizations, and permissions to submit Customer Content and process data through the Service; and (d) your use of the Service will not infringe upon or misappropriate the rights of any third party.

15. Limitation of Liability

15.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CUSTOMER TO THE COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND UNITED STATES DOLLARS ($1,000 USD).

15.3 Exceptions

The limitations in Sections 15.1 and 15.2 will not apply to: (a) either party's indemnification obligations under Section 16; (b) either party's breach of confidentiality obligations under Section 13; (c) Customer's breach of the license restrictions in Section 5; (d) Customer's payment obligations; or (e) liability that cannot be excluded or limited under applicable law.

15.4 Basis of the Bargain

The limitations of liability set forth in this Section 15 are a fundamental element of the basis of the bargain between the parties and reflect an allocation of risk that both parties have agreed to. The Service would not be provided without these limitations. Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to be severable and independent of every other such provision.

15.5 Specific Disclaimers of Liability

Without limiting the generality of the foregoing, the Company will not be liable for:

(a) Any errors, inaccuracies, or harmful content in AI Agent outputs generated using Customer's BYOK API keys;

(b) Costs or charges incurred by Customer with third-party AI service providers;

(d) Regulatory violations resulting from Customer's Workflow configuration or data processing practices;

(e) Failures or disruptions of Third-Party Services integrated by Customer;

(f) Data loss or security breaches attributable to Customer's infrastructure (for Self-Hosted Deployments);

(g) The accuracy, timeliness, or delivery of Human-in-Loop communications through third-party channels.

16. Indemnification

16.1 Indemnification by Company

The Company will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim, action, or proceeding alleging that the Service, as provided by the Company and used in accordance with these Terms, infringes or misappropriates such third party's intellectual property rights, and will pay any damages finally awarded or settlement amounts agreed to, provided that Customer: (a) promptly notifies the Company in writing of the claim; (b) grants the Company sole control of the defense and settlement; and (c) provides reasonable cooperation at the Company's expense.

The Company's indemnification obligations do not apply to claims arising from: (i) Customer Content; (ii) Customer's modifications to the Service; (iii) Customer's use of the Service in violation of these Terms; (iv) combination of the Service with products, services, or data not provided by the Company; or (v) use of a superseded version of the Service when a non-infringing version was made available.

16.2 Indemnification by Customer

Customer will defend, indemnify, and hold harmless the Company and its officers, directors, employees, and agents from and against any third-party claim, action, or proceeding arising from or related to: (a) Customer Content, including claims that Customer Content infringes or misappropriates a third party's rights; (b) Customer's Workflows, AI Agent configurations, and automations built on the Service; (c) Customer's use of the Service in violation of these Terms or applicable law; (d) Customer's use of Third-Party Services through the Service; (e) data processed through Customer's Workflows, including claims related to privacy, data protection, or regulatory non-compliance; and (f) Customer's use of Human-in-Loop features, including communications sent to third parties through the Service.

17. Term and Termination

17.1 Term

These Terms are effective as of the date you first access or use the Service and continue until terminated in accordance with this Section 17.

17.2 Termination by Customer

You may terminate your subscription at any time through your Account settings or by contacting support@flowrunner.ai. Termination will take effect at the end of your current billing period. You will not receive a refund for the remaining portion of your current billing period, except during the first thirty (30) days as described in Section 4.5.

17.3 Termination by Company

The Company may terminate or suspend your access to the Service:

(a) Immediately upon written notice if you breach any material term of these Terms and fail to cure such breach within fifteen (15) days of receiving written notice;

(b) Immediately if you breach Sections 5.2 (Acceptable Use) or 6.1 (BYOK responsibilities) in a manner that poses a security risk or legal liability to the Company or other customers;

(c) Immediately upon written notice if you fail to pay fees when due and such failure continues for fifteen (15) days after written notice;

(d) Upon thirty (30) days' written notice for any reason or no reason (termination for convenience).

17.4 Effect of Termination

Upon termination or expiration:

(a) All licenses granted to you under these Terms immediately terminate;

(b) You must cease all use of the Service;

(d) You remain responsible for all fees incurred prior to the effective date of termination;

(e) Sections 2, 6.2, 7.2, 8.1, 8.2, 10, 13, 14, 15, 16, 18, 19, 20, and 21 will survive termination.

18. Governing Law and Dispute Resolution

18.1 Governing Law

These Terms and any disputes arising out of or related to these Terms or the Service will be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.

18.2 Exclusive Venue

Any legal action or proceeding arising out of or related to these Terms or the Service will be brought exclusively in the state or federal courts located in Dallas County, Texas. Each party irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection to such jurisdiction or venue, including objections based on inconvenient forum.

18.3 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute informally by contacting the other party and describing the dispute in writing. Each party agrees to negotiate in good faith for at least thirty (30) days before pursuing formal resolution. Informal dispute resolution notices should be sent to legal@flowrunner.ai.

18.4 Injunctive Relief

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 its intellectual property rights, confidential information, or data security without first engaging in informal resolution.

18.5 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDING 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, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

19. Midnight Flow Consulting Services

The Company operates Midnight Flow (midnightflow.ai) as a consulting and implementation services division. Midnight Flow may provide workflow implementation, optimization, training, and compliance consulting services in connection with the Service.

19.1 Separate Engagement

Consulting services provided by Midnight Flow are governed by separate statements of work, consulting agreements, or service orders ("Consulting Agreements"). These Terms govern your use of the FlowRunner platform only and do not govern consulting engagements unless the applicable Consulting Agreement expressly incorporates these Terms.

19.2 Enterprise Tier Consulting

Enterprise Subscription Plans may include Midnight Flow consulting services as described in the applicable Enterprise agreement. The scope, deliverables, and limitations of included consulting services will be defined in the Enterprise agreement or an associated statement of work.

19.3 Consulting Limitations

Midnight Flow consulting services are advisory in nature. The Company does not provide legal, tax, regulatory, or compliance advice. Recommendations provided through Midnight Flow consulting services should be reviewed by your own qualified legal, compliance, and financial advisors before implementation.

20. General Provisions

20.1 Entire Agreement

These Terms, together with the Privacy Policy, any applicable Order Form, and any applicable separate written agreement between the parties, constitute the entire agreement between you and the Company regarding the Service and supersede all prior and contemporaneous agreements, proposals, and communications, whether oral or written. In the event of a conflict between these Terms and a separate written agreement executed by both parties, the separate written agreement will control with respect to the subject matter of that agreement.

20.2 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the remaining provisions of these Terms will remain in full force and effect.

20.3 Waiver

No waiver of any term or condition of these Terms will be deemed a further or continuing waiver of such term or any other term. The Company's failure to assert any right or provision under these Terms does not constitute a waiver of such right or provision.

20.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets without your consent. Any attempted assignment in violation of this section will be void. These Terms will be binding upon and inure to the benefit of the parties, their successors, and permitted assigns.

20.5 Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, power failures, internet or telecommunications failures, or cyberattacks. The affected party will promptly notify the other party and use commercially reasonable efforts to mitigate the impact.

20.6 Notices

All legal notices required or permitted under these Terms must be in writing and will be deemed given when: (a) delivered personally; (b) sent by nationally recognized overnight courier; (c) sent by certified mail, return receipt requested; or (d) sent by email (with confirmation of receipt). Notices to the Company should be sent to:

Midnight Coders, Inc.Attn: Legal Department539 W. Commerce St, Suite 2023Dallas, TX 75208Email: legal@flowrunner.ai

Notices to you will be sent to the email address associated with your Account.

20.7 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship between the parties.

20.8 No Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights. Only the parties to these Terms (and their permitted successors and assigns) have any rights or remedies under these Terms.

20.9 Export Compliance

You agree to comply with all applicable export and import control laws and regulations, including the U.S. Export Administration Regulations, in your use of the Service. You represent that you are not located in a country subject to a U.S. Government embargo, and that you are not listed on any U.S. Government restricted party list.

21. Contact Information

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

Midnight Coders, Inc.
539 W. Commerce St, Suite 2023
Dallas, TX 75208

General inquiries: support@flowrunner.ai
‍Legal inquiries: legal@flowrunner.ai
‍Security inquiries: security@flowrunner.ai
‍BAA requests (HIPAA): legal@flowrunner.ai