1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "Customer") and TelosFlow Inc. ("TelosFlow," "we," "us," or "our") governing your access to and use of TelosFlow.ai and all related services (the "Service").

BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. If you do not agree, you must not use the Service.

2. Service Description and Important Notices

2.1 Overview

TelosFlow provides AI-powered program management software designed for aerospace and highly regulated industries. The Service uses artificial intelligence and machine learning to provide intelligent insights, predictions, risk detection, and automated recommendations.

2.2 Service Evolution

The Service is continuously evolving. We regularly add, modify, and improve features based on customer feedback and technological advancements. You acknowledge that:

Features and capabilities may change over time
We may introduce new features in beta or preview status
Some features may be experimental and subject to change
We reserve the right to modify, suspend, or discontinue any feature with reasonable notice

2.3 Service Availability

Best-Effort Uptime: We strive for high availability but do not guarantee specific uptime percentages
Planned Maintenance: The Service may be unavailable during scheduled maintenance windows
Support: Support is provided during business hours with best-effort response times

2.4 Aerospace-Specific Disclaimers

IMPORTANT FOR AEROSPACE CUSTOMERS:

TelosFlow is a planning and coordination tool. It is NOT certified, qualified, or approved for:

Flight-critical systems or avionics
Safety-of-flight applications
FAA/EASA certification programs as the sole tool
DO-178C, DO-254, ARP4754A, or other aerospace standards compliance
Mission-critical program management where failure could impact aircraft safety, certification timelines, or regulatory deliverables

All critical decisions must be verified independently. TelosFlow outputs cannot be used as the sole basis for certification or regulatory submissions. You must maintain separate, certified systems of record for official program data.

3. Export Controls and ITAR/EAR Compliance

CRITICAL: READ THIS SECTION CAREFULLY IF YOU WORK IN AEROSPACE

3.1 Prohibition on Export-Controlled Data

YOU MAY NOT UPLOAD ITAR-CONTROLLED OR EAR-CONTROLLED TECHNICAL DATA TO THE SERVICE WITHOUT PRIOR WRITTEN AUTHORIZATION FROM TELOSFLOW.

Prohibited Data Includes:

ITAR-Controlled Technical Data: Technical data or services covered by the U.S. Munitions List (USML) under 22 CFR 120-130
EAR-Controlled Data: Items subject to Export Administration Regulations (15 CFR 730-774) without proper authorization
Classified Information: Any classified national security information
Controlled Unclassified Information (CUI): Information that requires safeguarding under federal regulations
Proprietary Technical Data: Subject to export licenses or Technology Control Plans

3.2 Global Operations

TelosFlow operates as a global technology company:

Our team includes personnel located in multiple countries
Our operations span multiple international jurisdictions
Data may be accessed by personnel from various locations as necessary to provide the Service
We use cloud infrastructure providers with global operations
Our personnel may include non-U.S. persons as defined by ITAR (22 CFR 120.16)

By uploading data to the Service, you acknowledge that access to your data by TelosFlow personnel or systems may constitute an "export" or "deemed export" under ITAR or EAR regulations. You are responsible for ensuring such access is authorized under applicable export control laws.

3.3 Customer Responsibilities

YOU ARE SOLELY RESPONSIBLE FOR:

Classification Determination: Determining whether your data is subject to ITAR, EAR, or other export controls
Export Authorization: Obtaining all necessary export licenses, authorizations, or exemptions BEFORE uploading data
Compliance Verification: Ensuring your use of the Service complies with all applicable export control laws
Immediate Notification: Notifying us immediately at legal@telosflow.ai if you discover you have uploaded export-controlled data
Remediation: Taking immediate steps to remediate any export control violations, including deleting data and self-reporting to authorities as required

3.4 TelosFlow's Rights

If we have reason to believe you have uploaded export-controlled data without proper authorization, we may:

Immediately suspend or terminate your account without notice
Delete or quarantine the data
Report the incident to relevant government authorities (DDTC, BIS, etc.)
Seek full indemnification for any fines, penalties, legal costs, or damages we incur

3.5 No ITAR Registration

TelosFlow is NOT currently registered with the U.S. Department of State Directorate of Trade Controls (DDTC) under ITAR. We do NOT have authorization to knowingly access, store, or process ITAR-controlled technical data.

3.6 Customer Representations

By using the Service, you represent and warrant that:

You have reviewed all data you upload for export control classification
You have obtained all necessary export authorizations for any controlled data
You will not upload ITAR, EAR, classified, or CUI data without express written authorization from TelosFlow
You are not located in, or a national of, any country subject to U.S. embargoes or sanctions
You are not on any U.S. government restricted parties list (Denied Persons, Entity List, Specially Designated Nationals, etc.)
You will comply with all applicable export control laws and regulations

4. Government Contractor Customers

If you are a U.S. government contractor or subcontractor, you acknowledge and agree:

4.1 Current Compliance Status

TelosFlow does not currently maintain the following certifications or compliance frameworks:

DFARS 252.204-7012: Safeguarding Controlled Unclassified Information and Cyber Incident Reporting
NIST SP 800-171: Protecting Controlled Unclassified Information in Nonfederal Systems
CMMC (Cybersecurity Maturity Model Certification): Any level
FedRAMP: Federal Risk and Authorization Management Program
FAR 52.204-21: Basic Safeguarding of Covered Contractor Information Systems

DO NOT UPLOAD CONTROLLED UNCLASSIFIED INFORMATION (CUI) OR REGULATED DATA TO THE SERVICE.

4.2 Flow-Down Requirements

You are responsible for:

Determining whether your government contract requires flow-down of security or compliance requirements to TelosFlow
Notifying us in writing if you intend to use the Service in support of a government contract with specific security requirements
Ensuring the Service meets your contractual obligations before using it for contract-related work
Indemnifying TelosFlow for any violations of your government contract arising from your use of the Service

4.3 Data Location and Access

You acknowledge that:

We do not currently guarantee data will remain within U.S. borders
TelosFlow personnel globally may have access to customer data as necessary to provide the Service
Third-party cloud providers may process data in multiple jurisdictions
Government access requirements may be difficult or impossible to guarantee

5. Early Access and Design Partner Program

If you are participating in our Design Partner or Early Access program, additional terms apply:

5.1 Preview Features

Pre-Release Access: Design Partners may receive access to features before general availability
Testing Purpose: Preview features are provided for testing, feedback, and evaluation purposes
Subject to Change: Preview features may be modified, delayed, or cancelled before general release
Limited Warranties: Preview features have more limited warranties than generally available features

5.2 Feedback and Intellectual Property

You agree that:

Feedback Ownership: Any feedback, suggestions, ideas, or feature requests you provide become the sole property of TelosFlow
No Compensation: You will not receive compensation, attribution, or royalties for feedback
Unrestricted Use: We may implement, modify, or discard your feedback without obligation
License Grant: You grant us a perpetual, irrevocable, worldwide, royalty-free license to use any feedback you provide

5.3 Confidentiality

Design Partners agree to:

Not publicly disclose participation in preview programs without our prior written consent
Not disclose non-public features, capabilities, roadmaps, or product plans
Treat all preview features as confidential information
Not share Design Partner access credentials with third parties

5.4 Program Terms

We reserve the right to:

Modify or terminate the Design Partner program at any time
Remove access to preview features without obligation
Change program terms, pricing, or structure
Decline to release features to general availability

5.5 No Roadmap Commitments

We make NO binding commitments regarding: future features, timelines, pricing, or product roadmap. Any discussions about future plans are informational only and not contractually binding.

6. Eligibility and Account

6.1 Eligibility

To use the Service, you must:

Be at least 18 years old
Have legal authority to bind your organization (if using on behalf of a company)
Not be prohibited from using the Service under applicable laws
Comply with all applicable export control laws and regulations

6.2 Account Security

You are responsible for:

Maintaining the confidentiality of your account credentials
All activities that occur under your account
Notifying us immediately of any unauthorized access
Using strong passwords and enabling multi-factor authentication when available
Ensuring your account usage complies with export control requirements

6.3 No Credential Sharing

Access credentials are specific to the user to whom they are issued and may not be shared, including within the same organization. Each user must have their own account.

7. AI Features - Critical Disclaimers

IMPORTANT: AI SYSTEMS CAN PRODUCE ERRORS. READ THIS SECTION CAREFULLY.

7.1 AI Outputs Are Not Professional Advice

Suggestions Only: All AI-generated outputs are suggestions and informational tools, not professional advice or recommendations
No Professional Services: We do not provide consulting, engineering, program management, or professional services
Independent Verification Required: You must independently verify all AI outputs before relying on them for business decisions
Human Oversight: Always maintain qualified human oversight for important decisions

7.2 Known AI Limitations

YOU ACKNOWLEDGE THAT AI SYSTEMS HAVE INHERENT LIMITATIONS:

Accuracy: AI outputs may be incomplete, incorrect, outdated, or misleading
Hallucinations: AI may generate plausible-sounding but factually incorrect information
Bias: AI may produce biased outputs based on training data patterns
Context Limitations: AI may not fully understand domain-specific context or nuances
Unpredictability: AI behavior can produce unexpected results in edge cases

7.3 Prohibited Use Cases

THE SERVICE MAY NOT BE USED FOR:

Safety-critical systems where failure could result in death, injury, or significant property damage
Life-critical decisions without independent verification by qualified professionals
Regulatory compliance as the sole verification tool without expert review
Fully automated high-stakes decision-making without human review
Certification deliverables without independent verification and validation
Any application where AI errors could cause significant harm or liability

7.4 Your Responsibilities

When using AI features, you agree to:

Verify all AI outputs before using them for business decisions
Maintain qualified human oversight and expert judgment
Not rely solely on AI outputs for critical program decisions
Consult appropriate domain experts for important decisions
Accept full responsibility for outcomes based on your use of AI outputs

7.5 Not Professional Advice

The Service is a planning and coordination tool. Its outputs are not professional program management advice, engineering recommendations, or certification guidance. Always consult qualified professionals for critical decisions.

8. Data Location and Third-Party Services

8.1 Global Infrastructure

TelosFlow operates using global technology infrastructure. You acknowledge and agree that:

International Operations: Your data may be stored, processed, or accessed from multiple countries including the United States and other jurisdictions
No Geographic Guarantees: We do not currently guarantee data will remain in any specific geographic region
Global Team: TelosFlow personnel located in various countries may access your data as necessary to provide support and service
Cross-Border Transfers: Data transfers across international borders may occur, which may constitute "exports" under applicable laws

8.2 Third-Party AI Services

We leverage industry-leading third-party AI services to power certain features:

AI Providers: We may use services from OpenAI, Anthropic, Google, or other leading AI providers
Data Processing: Your data may be sent to these providers for AI model processing
Multi-Jurisdictional Processing: These providers may process data across multiple countries
Enterprise Agreements: We use enterprise agreements with enhanced privacy and security protections where available
Provider Policies: Third-party data handling is subject to their terms and privacy policies in addition to ours

8.3 Cloud Infrastructure

We use enterprise cloud infrastructure providers (e.g., AWS, Google Cloud, Microsoft Azure). Your data may be:

Stored in geographically distributed data centers
Replicated across multiple availability zones for reliability
Subject to the cloud provider's security and operational practices
Accessed by cloud provider personnel for infrastructure maintenance (under strict access controls)

9. Acceptable Use

You may use the Service only for lawful business purposes. You may NOT:

Violate any laws, regulations, or third-party rights
Upload malicious code, viruses, or harmful content
Attempt to reverse engineer, decompile, or extract source code from the Service
Attempt unauthorized access to our systems, networks, or other users' accounts
Use the Service to develop competing products or services
Upload export-controlled, classified, highly sensitive, or regulated data without proper authorization
Abuse, harass, threaten, or harm others
Scrape, crawl, or automate access beyond normal application use
Share your account credentials or allow unauthorized account access
Upload data you don't have legal rights to use
Interfere with or disrupt the Service or servers

Violation of these terms may result in immediate account suspension or termination without refund.

10. Intellectual Property

10.1 TelosFlow IP

TelosFlow retains all rights, title, and interest in and to the Service, including all software, algorithms, AI models, user interfaces, branding, documentation, and related intellectual property.

10.2 Your Content and Data

You retain ownership of all content and data you upload to the Service. However, you grant TelosFlow a limited license to:

Host, store, process, cache, and display your content as necessary to provide the Service
Use your content (in anonymized and/or aggregated form where technically feasible) to train and improve our AI models and product capabilities
Create derivative works from your data (e.g., AI-generated insights, analytics, recommendations)
Share your content with third-party service providers necessary to deliver the Service (under confidentiality obligations)

This license continues for anonymized/aggregated data even after you delete content or close your account, as this data has been incorporated into our AI training datasets and analytics systems in a way that cannot be disaggregated.

10.3 AI-Generated Content

You own AI-generated outputs created using your data. However, you acknowledge that:

Similar or identical outputs may be generated for other users with similar inputs
We make no representations about the copyrightability, uniqueness, or originality of AI outputs
You are solely responsible for ensuring AI outputs don't infringe third-party rights before use
You may not represent AI outputs as entirely human-created work where disclosure is required by law or regulation

10.4 Copyright Complaints (DMCA)

If you believe content on the Service infringes your copyright, send a written notice to legal@telosflow.ai containing: (1) your physical or electronic signature, (2) identification of the copyrighted work, (3) identification of the infringing material and its location, (4) your contact information, (5) a good faith statement that use is unauthorized, and (6) a statement under penalty of perjury that the information is accurate and you are authorized to act on behalf of the copyright owner.

11. Payment and Billing

11.1 Fees

Fees are as described on our website, in your Order Form, or as otherwise agreed in writing
All fees are in U.S. Dollars unless otherwise specified
We may change pricing for future subscription periods with at least 30 days' advance notice
Fees are based on the subscription tier and usage as specified in your plan

11.2 Payment Terms

Payment is due in advance on a monthly or annual basis as selected
You authorize us to charge your payment method automatically for recurring subscriptions
Late payments may be subject to interest charges at the rate of 1.5% per month or the maximum allowed by law
Failure to pay may result in service suspension or termination

11.3 Refund Policy

ALL FEES ARE NON-REFUNDABLE EXCEPT AS REQUIRED BY APPLICABLE LAW.

Given the nature of software services and the immediate value delivered upon access, we do not offer refunds for subscription fees. You may cancel your subscription at any time, effective at the end of your current billing period.

11.4 Taxes

All fees are exclusive of applicable taxes. You are responsible for all sales, use, VAT, GST, and other taxes or duties (excluding taxes on TelosFlow's income).

12. Warranties and Disclaimers

12.1 Limited Warranty

We warrant that the Service will perform substantially in accordance with our published documentation under normal use during your subscription period.

12.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING:

MERCHANTABILITY: The Service may not be suitable for your particular purposes or requirements
FITNESS FOR A PARTICULAR PURPOSE: The Service may not meet all of your specific needs
NON-INFRINGEMENT: We do not guarantee AI outputs or Service features don't infringe third-party rights
ACCURACY: AI outputs, data, and analytics may contain inaccuracies or errors
RELIABILITY: Service availability and performance may vary
SECURITY: No system is completely secure; unauthorized access or data breaches may occur despite our security measures
ERROR-FREE OPERATION: The Service may contain bugs, errors, or defects
UNINTERRUPTED ACCESS: Service may be interrupted for maintenance, upgrades, or due to technical issues
REGULATORY COMPLIANCE: The Service may not meet all regulatory or certification requirements for your specific industry or use case

13. Limitation of Liability

IMPORTANT: THIS SECTION LIMITS OUR LIABILITY TO YOU.

13.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TELOSFLOW SHALL NOT BE LIABLE FOR:

Lost profits, revenue, or business opportunities
Loss of data, business interruption, or inability to access the Service
Program delays, cost overruns, project failures, or missed deadlines
Business decisions made based on AI outputs or Service data
Damage to business reputation or goodwill
Costs of procuring substitute products or services
Certification delays, regulatory penalties, or compliance failures
Contract penalties, liquidated damages, or claims from your customers or partners
Export control violations arising from your use of the Service
Government contract violations, debarment, or suspension
Any indirect, incidental, special, consequential, exemplary, or punitive damages

This exclusion applies regardless of the cause of action (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

13.2 Cap on Total Liability

TELOSFLOW'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE IS LIMITED TO THE GREATER OF:

The fees you actually paid to TelosFlow in the 12 months immediately preceding the claim, OR
$500 USD

13.3 Basis of the Bargain

You acknowledge that the fees charged for the Service reflect this allocation of risk and the limitations of liability in this Section 13, which represent an essential basis of the agreement between you and TelosFlow.

14. Indemnification

You agree to indemnify, defend, and hold harmless TelosFlow, its affiliates, officers, directors, employees, contractors, agents, and representatives from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and legal costs) arising from or related to:

14.1 General Indemnification

Your use or misuse of the Service
Your violation of these Terms
Your violation of any applicable laws, regulations, or third-party rights
Your content, data, or materials uploaded to or processed through the Service
Business decisions made based on AI outputs or Service data without proper independent verification
Any claim that your use of the Service or your content infringed third-party intellectual property rights
Your breach of any representation or warranty made in these Terms

14.2 Export Control and Compliance Indemnification

YOU SPECIFICALLY AGREE TO INDEMNIFY TELOSFLOW FOR ALL CLAIMS ARISING FROM:

Export Control Violations: Any violation of ITAR, EAR, or other export control laws resulting from your use of the Service
Unauthorized Data Upload: Uploading export-controlled, classified, CUI, or other restricted data without proper authorization
Deemed Exports: Any "deemed export" or "deemed re-export" arising from TelosFlow personnel accessing your data
Government Investigations: Any investigation, audit, inspection, or enforcement action by DDTC, BIS, OFAC, or other regulatory agencies
Fines and Penalties: Any fines, civil penalties, criminal penalties, or sanctions imposed on TelosFlow due to your export control violations
License Violations: Failure to obtain required export licenses, authorizations, or exemptions
Government Contract Issues: Violations of FAR, DFARS, or other government contract requirements flowing from your contracts
CMMC/FedRAMP Claims: Claims arising from your failure to meet required certifications for your government contracts

14.3 Defense and Settlement

Your indemnification obligations include:

Reimbursement of all reasonable legal fees and costs to defend against indemnified claims
Coverage of government investigation costs and regulatory compliance expenses
Payment of settlements or judgments (subject to your prior approval, not to be unreasonably withheld)
Costs of responding to regulatory proceedings, audits, and administrative actions

TelosFlow will provide you with prompt notice of any indemnified claim and reasonable cooperation in the defense. TelosFlow reserves the right to participate in the defense with counsel of its choice at its own expense.

15. Term and Termination

15.1 Term

These Terms begin on your first access to the Service and continue until terminated by either party as described below.

15.2 Termination by You

You may terminate your account at any time by contacting support@telosflow.ai. Termination is effective at the end of your current subscription period. No refunds will be provided for unused subscription time.

15.3 Termination by TelosFlow

We may suspend or terminate your access to the Service immediately, with or without prior notice, for any of the following reasons:

Violation of these Terms or our Acceptable Use Policy
Uploading export-controlled, classified, or prohibited data
Failure to pay fees when due
Account inactivity for 12 consecutive months
As required by law, court order, or government request
To prevent harm, security threats, abuse, or to protect our systems, personnel, or other customers
If we discontinue the Service or specific features (with 30 days' notice when commercially reasonable)

15.4 Effect of Termination

Upon termination of your account:

Your access to the Service terminates immediately
You have 30 days to export your data (we will make reasonable efforts to accommodate export requests but do not guarantee availability of all data formats)
We may permanently delete your data after 90 days
You remain responsible for all fees incurred prior to termination
No refunds will be provided
Sections 3 (Export Controls), 7 (AI Disclaimers), 10 (Intellectual Property - for data already incorporated), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 16 (Dispute Resolution), and 17 (General Provisions) survive termination

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms and any disputes arising out of or related to these Terms or the Service 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.

16.2 Informal Dispute Resolution

Before initiating any formal dispute resolution proceedings, you agree to contact us at legal@telosflow.ai and attempt to resolve the dispute informally for at least 30 days.

16.3 Binding Arbitration

Any dispute that cannot be resolved informally shall be resolved by binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) in Wilmington, Delaware, under the JAMS Streamlined Arbitration Rules and Procedures. The arbitration shall be conducted by a single arbitrator. The arbitrator's award shall be final and binding.

YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS. Disputes must be brought on an individual basis only.

16.4 Exceptions to Arbitration

Either party may seek injunctive or equitable relief in a court of competent jurisdiction for:

Intellectual property infringement or misappropriation
Violations of confidentiality obligations
Export control violations requiring immediate government reporting or action
Unauthorized access to systems or data
Violations of the Acceptable Use Policy that pose immediate harm

16.5 30-Day Opt-Out

You may opt out of arbitration by sending written notice to legal@telosflow.ai within 30 days of first using the Service. If you opt out, all other Terms remain in effect.

17. General Provisions

17.1 Modifications to Terms

We may update these Terms from time to time to reflect changes in our Service, business practices, or legal requirements. Material changes will be communicated via email to your registered email address or through prominent notice in the Service at least 30 days before the effective date. Your continued use of the Service after the effective date constitutes acceptance of the modified Terms.

17.2 Entire Agreement

These Terms, together with our Privacy Policy and any separate written agreements (such as Order Forms or Master Services Agreements), constitute the entire agreement between you and TelosFlow regarding the Service and supersede all prior agreements and understandings.

17.3 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to be enforceable to the maximum extent permitted by law while reflecting the original intent.

17.4 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms in whole or in part in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of our assets.

17.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, pandemics, labor disputes, internet or telecommunications failures, third-party service provider failures, cloud infrastructure outages, government actions, or export control restrictions.

17.6 No Waiver

The failure of either party to enforce any provision of these Terms shall not be construed as a waiver of that provision or any other provision. Any waiver must be in writing and signed by the party granting the waiver.

17.7 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship between you and TelosFlow.

17.8 Survival

Provisions that by their nature should survive termination will survive, including but not limited to: Export Controls, Intellectual Property (for data already incorporated into our systems), Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, and these General Provisions.

17.9 California Residents

If you are a California resident, you hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her would have materially affected his or her settlement with the debtor or released party."

18. Contact Information

For questions about these Terms, export control compliance, or other legal matters:

General Legal Inquiries: legal@telosflow.ai
Export Control Issues: legal@telosflow.ai (Subject: URGENT - Export Control)
Support: support@telosflow.ai

TelosFlow Inc.
Jurisdiction: Delaware, United States
Website: https://telosflow.ai