Terms of Service

1Definitions

"Services" means any of the services, software, tools, features, and related support provided by or on behalf of BIZZFLO in connection with the BIZZFLO.com Website and Platform (“Platform”) under this Agreement, including without limitation, those Services described in Addendum A.

“Products” means any physical goods sold by You to End Users via POS, online store, or other channels using the Platform.

"Client", "You", or "Your" means the individual, business, or other legally recognized entity, including any sole proprietor, corporation, partnership, limited partnership, limited liability company, association, or trust, entering into this Agreement with BIZZFLO. The individual executing this Agreement on behalf of any such entity represents and warrants that they have full authority to bind that entity to the terms and conditions of this Agreement.

"End User" means any individual, business, or other entity that interacts with, purchases from, or receives Services, Products, or other offerings facilitated through the Platform by You. This includes, without limitation, clients, customers, members, patients, students, or participants depending on the nature of Your business.

"Content" means any information, text, graphics, audio, video, images, reviews, feedback, or other materials provided, uploaded, or submitted by You or Your End Users to the Platform in connection with Your use of the Services.

"Reviews" means any comments, ratings, feedback, or other evaluations provided on the Platform by End Users regarding Products, Services, or interactions facilitated through the Platform.

"Platform Data" means any data generated, collected, processed, or stored by the Platform in connection with Your use of the Services, including transaction history, customer records, appointments, memberships, subscriptions, and operational metrics.

2License and Usage Grant

BIZZFLO hereby grants You a non-exclusive, non-perpetual, non-transferable, limited license to access and use the Services solely for the internal business purposes of Your organization, subject to Your compliance with the terms and conditions of this Agreement.

Nothing in this Agreement grants either party any ownership or rights to the other’s names, logos, trademarks, designs, copyrighted works, or other intellectual property, except as expressly provided herein. BIZZFLO is a registered trademark of SKEEDAZZ, Inc. All other trademarks, service marks, or logos displayed in connection with the Services are the property of their respective owners.

Your license to use the Services is conditioned upon

• Compliance with this Agreement, all applicable laws, and the intended business use of the Services;
• Proper use of the Services in accordance with documentation, training, and support provided by BIZZFLO; and
• Payment of all applicable fees as described in this Agreement and any Addendum.

You may not

• Reproduce, copy, sell, resell, license, sublicense, distribute, modify, reverse engineer, or create derivative works of the Services, except as expressly permitted under this Agreement;
• Use the Services for any unlawful purpose or for purposes that compete directly with BIZZFLO without prior written consent;
• Use the Services to collect, store, or process information in violation of applicable laws or privacy regulations; or
• Share access credentials with unauthorized persons or entities.

BIZZFLO reserves the right to revoke Your license and access to the Services if You fail to comply with the terms of this Agreement or engage in prohibited activities.

3Service Use Restrictions and Limitations

The Services available on the BIZZFLO Platform may be used only for lawful purposes and in compliance with all applicable federal, state, local, and international laws, regulations, and ordinances. In using the Services, you agree that you will not:

• Engage in any unlawful, illegal, or fraudulent activity of any kind, or provide, promote, advertise, or facilitate any services, products, or content that are prohibited or restricted under applicable law;
• Willfully or intentionally provide, publish, transmit, or make available any material that is illegal, obscene, or otherwise unlawful, or that a reasonable person would consider offensive, harassing, or otherwise objectionable, including but not limited to content depicting or promoting violence, abuse, discrimination, harassment, or hate;
• Publicly post, transmit, or disclose any personally identifiable information or private information of any individual without that individual’s lawful authorization, except as otherwise permitted by applicable law;
• Introduce, transmit, or distribute viruses, worms, malware, Trojan horses, or any other harmful or disruptive code;
• Engage in any activity or publish any content that is libelous, defamatory, threatening, or constitutes unlawful harassment;
• Post or provide any content that advocates, promotes, encourages, or provides instruction, information, or assistance for violence, criminal acts, or unsafe practices;
• Provide any material that is false, deceptive, or misleading, or that constitutes an unfair or deceptive act or practice under applicable consumer protection or advertising laws;
• Provide any content (“Content”) without having all necessary rights, licenses, permissions, or the express written consent of the Content owner, as required by applicable intellectual property laws;
• Access the Services if you are a direct competitor of BIZZFLO, except with BIZZFLO’s prior written consent, or for purposes of monitoring, benchmarking, or other competitive analysis;
• Interfere with or disrupt the integrity or performance of the Services or the data contained therein, or attempt to gain unauthorized access to the Services or its related systems or networks;
• Share, disclose, or provide your login or access credentials for the BIZZFLO Platform to any unauthorized person.
• Use of the Platform to facilitate sales of products or services in violation of federal, state, or local retail, alcohol, or food safety laws.

BIZZFLO reserves the right to suspend or terminate access to the Services in the event of violations of this section or any other material terms of this Agreement.

4Ownership and License Grant to Your Content

Whenever you upload, submit, provide, post, or display any material (“Content”), including but not limited to text, audio, video, images, graphics, or other works of authorship, to or through the BIZZFLO Platform, you represent and warrant that:

• You have the full right, power, and authority to provide such Content and grant the rights granted herein;
• Your Content is accurate, not misleading, defamatory, or false, and does not infringe or misappropriate the intellectual property, privacy, publicity, or other legal rights of any third party;
• Your Content complies with all applicable laws, regulations, and industry standards, including those related to intellectual property, privacy, obscenity, harassment, and consumer protection;
• For any individual appearing in your Content, you have obtained all necessary permissions or consents to include their image, voice, or personal information, as required to grant BIZZFLO the rights below; and
• Any fees or financial obligations related to your Content have been or will be paid in full.

License Grant

• You retain ownership of all intellectual property rights in your Content.
• By submitting Content to BIZZFLO, you grant BIZZFLO a limited, non-exclusive, non-transferable license during the term of this Agreement solely for the purpose of providing the Services, including displaying, hosting, transmitting, or processing your Content as necessary to operate the Platform.
• BIZZFLO may not use your Content for any purpose outside of providing the Services without your prior written consent.
• BIZZFLO may reproduce, distribute, or display your Content only as necessary to provide the Services or as required by law.
• Product descriptions, images, and pricing content remain client-owned, and BIZZFLO only uses them to provide platform services. BIZZFLO is not liable for incorrect product information uploaded by the client.
• BIZZFLO is not responsible for monitoring, modifying, or reviewing your Content for legality, accuracy, or appropriateness, though BIZZFLO reserves the right to remove or restrict Content that violates this Agreement or applicable law.

Data Retention and Security

• BIZZFLO will maintain your Content in accordance with its data retention and security policies and will implement commercially reasonable safeguards to protect your Content from unauthorized access, use, or disclosure.
• Upon termination of the Agreement, BIZZFLO will provide reasonable assistance, subject to applicable fees, to enable you to export your Content and business data in standard electronic formats such as CSV or Excel.

4.AProhibition on Reverse Engineering and AI Use

You acknowledge and agree that the BIZZFLO Platform, including all software, features, interfaces, APIs, workflows, and underlying architecture (collectively, the “Platform Technology”), is proprietary to BIZZFLO and protected by intellectual property laws.

You shall not, directly or indirectly, in whole or in part

• Use any artificial intelligence, machine learning, robotic process automation, automated scraping, or other automated tools, or any manual methods, to analyze, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, structure, algorithms, logic, or any confidential aspects of the BIZZFLO Platform;
• Create, develop, or distribute any product, service, software, or business that replicates, mimics, or leverages BIZZFLO’s Platform Technology in whole or in part;
• Use AI, data extraction, or any other automated means to compile insights, reports, or derivative works from the BIZZFLO Platform for purposes of resale, consulting, competitive analysis, or for the benefit of any third party;
• Circumvent or attempt to circumvent any access controls, security mechanisms, or usage restrictions implemented within the BIZZFLO Platform.

Violation of this section shall be considered a material breach of this Agreement and may result in immediate suspension or termination of your access to the Platform, in addition to any other remedies available at law or equity.

5Duration of Service and Termination

This Agreement commences and is effective for an initial period of one (1) year from the date of signup with BIZZFLO (the “Initial Term”) and shall automatically renew for successive one-year periods (each a “Renewal Term”), unless terminated as provided herein.

Termination by You

You may terminate this Agreement after the Initial Term by providing BIZZFLO with at least sixty (60) days’ prior written notice. Such notice must be sent via email to the address provided in your account or to info@bizzflo.com. Termination shall not be effective unless and until acknowledged in writing by BIZZFLO, and shall take effect sixty (60) days from the next applicable billing cycle following receipt of a valid cancellation notice.

Termination by BIZZFLO

BIZZFLO may suspend or terminate your access to the Services immediately if

• You fail to comply with any material term of this Agreement;
• You fail to pay any applicable subscription fees and such failure continues for fifteen (15) days following written notice from BIZZFLO;
• You engage in unauthorized use, fraud, or misuse of the Platform, including AI-based attempts to reverse engineer the Services.

BIZZFLO may also terminate this Agreement without cause by providing at least one hundred eighty (180) days’ prior written notice.

Technical or Service-Based Termination

You may terminate this Agreement if material technical issues arise with the Platform that materially impair your ability to use the Services, provided you give BIZZFLO written notice of the issue and allow fifteen (15) days to cure.

Post-Termination Access

Upon termination, your access to the Services, listing on bizzflo.com or any successor Platform, and access to business data shall cease at the first monthly billing anniversary following termination, unless BIZZFLO agrees in writing to provide an Extended Access Period of up to ninety (90) days. During any Extended Access Period:

• You agree to pay the full monthly subscription fees;
• No discounts, prorations, or refunds shall apply;
• BIZZFLO shall provide commercially reasonable assistance to facilitate data export in standard formats such as .csv or .xlsx.
• BIZZFLO is not responsible for missing product revenue after termination.

Data Transition

BIZZFLO will use commercially reasonable efforts to securely transfer your data, Content, and customer information to you or a third-party platform designated in writing. All data that is available through standard BIZZFLO reports can be exported without additional charges.

Data that is complex, relational (one-to-many relationships), or not available through standard reporting, including but not limited to:

• Notes, Progress Notes, Forms and agreements,
• Waiver & Membership agreements or documents,
• Images and Other Documents stored in the system (PDF, Word, Excel & other formats)
• Historical transaction logs beyond standard reporting,

will be considered custom reports. Preparation and export of such custom reports will incur a separate service fee, which will be estimated based on the specific requirements provided by you prior to any work being performed.

BIZZFLO is not required to

• Reformat data to third-party proprietary specifications; or
• Modify its database structure, except as agreed in writing and subject to fees as described above.

Data Retention

BIZZFLO shall maintain your data for a commercially reasonable period to complete transfer obligations and thereafter may securely delete or anonymize data in accordance with its data retention policies and applicable law.

Survival

The following provisions survive termination for any reason

• Indemnification (Section 15);
• Representations & Warranties (Section 9);
• Data Rights and Conversion (Section 13);
• Confidentiality and Proprietary Rights.

6Pricing and Billing

BIZZFLO will provide you with the applicable pricing and billing details for your subscription to the Services, as further outlined in Addendum A.

Subscription Fees

• The monthly subscription fee, as specified in Addendum A, includes access to all modules designated in Addendum A.
• Subscription fees commence upon the start of the agreement and continue for the initial term. Fees during the setup and implementation period are included and payable as specified.
• BIZZFLO reserves the right to modify subscription pricing after the initial term, provided that you receive at least sixty (60) days’ prior written notice, which may be delivered via email or your BIZZFLO account notifications.

Setup and Implementation Fees

• The one-time setup fee must be fully paid prior to the start of implementation and is non-refundable. This fee covers provisioning of your account, configuration of the platform, initial data load, and standard training.
• Any additional services, such as advanced training, custom reports, or complex data migration beyond the standard scope, will incur additional charges, which will be estimated and agreed upon in writing prior to commencement.

Billing Information

• You must provide accurate and complete billing and contact information, including legal company name, address, email, and an authorized billing contact.
• You agree to update this information within thirty (30) days of any change.
• If false, fraudulent, or incomplete billing information is provided, BIZZFLO reserves the right to suspend access to the Services and pursue any available legal remedies.

Payment Methods and Third-Party Billing

• Following implementation, you are required to provide valid ACH or other authorized payment methods as specified by BIZZFLO.
• BIZZFLO may use third-party billing or payment processors to handle all payments collected from your customers (“Consumers”), including but not limited to: retail sales, membership subscription payments, class or appointment fees, and any other transactions processed through the Bizzflo Platform.
• Any fees charged by such third-party processors are separate from BIZZFLO subscription fees and are directly debited from your account by the processor. These fees may include, without limitation, the processor’s monthly service fees, transaction processing fees, interchange fees, or other charges set by the processor.
• BIZZFLO is not responsible for calculating, refunding, or disputing third-party processor fees, and any disputes regarding these charges must be addressed directly with the third-party processor.

Late or Missed Payments

• Any subscription fees not paid by the due date may result in suspension of Services until payment is received.
• Late payments may accrue interest at the maximum rate permitted by applicable law.

Taxes

• All fees are exclusive of applicable taxes, levies, or duties imposed by any governmental authority. You are responsible for paying all such taxes, except for taxes based on BIZZFLO’s net income.

7Third-Party Services and Charges

Bizzflo may, from time to time, utilize or integrate third-party services to provide certain features or functionality within the Bizzflo Platform. Such third-party services may include, but are not limited to, payment processing, SMS or email marketing, AI-based features, analytics, reporting tools, or other value-added services that enhance the Platform.

• Optional Use: Use of any third-party service is optional. You will only be required to pay for such services if you elect to use them.
• Separate Fees and Addendum: Any fees or charges associated with third-party services are separate from Bizzflo subscription fees. If fees are applicable, you will be required to sign a separate addendum or agreement specifying the service, fees, and payment terms before such services are enabled.
• Direct Debit and Billing: Fees for third-party services may be directly debited from your account or collected via the payment method you have on file with the third-party provider. Bizzflo is not responsible for billing disputes or amounts owed for such third-party services.
• Scope of Responsibility: Bizzflo is responsible for managing the integration of third-party services and resolving any technical issues with the third-party provider to ensure functionality within the Platform. For custom integrations requested specifically by you, you may be required to provide information, access, or other facilitation, and Bizzflo will estimate any additional costs associated with such custom work prior to implementation.
• Future Integrations: This section applies to any current or future third-party services that Bizzflo may use, integrate, or make available to you through the Platform. By using such features, you acknowledge and agree to abide by the terms, pricing, and policies of the applicable third-party service providers.

8Bizzflo Support

During the Term of this Agreement, Bizzflo shall provide commercially reasonable technical support to You as described below.

Support Channels

Telephone Support (Urgent Production Issues Only)

• Live telephone support is available via Bizzflo’s designated toll-free support number for urgent production issues (defined as a system-wide outage or material inaccessibility of core platform functionality) between 7:00 a.m. and 9:00 p.m. Central Time (CT), Monday through Friday, excluding U.S. federal holidays. Voicemail may be left outside these hours for urgent issues, and Bizzflo will respond within a commercially reasonable time during the next available business support window.

Online Ticketing System (General Support)

• A web-based support ticketing system is available within the Bizzflo Platform 24/7 to authorized staff and employees of Your organization. Bizzflo will use commercially reasonable efforts to respond to submitted tickets within 24 to 48 business hours, depending on issue severity and volume.

Response vs. Resolution

• “Response times” refer to the time within which Bizzflo acknowledges receipt of a support request.
• “Resolution times” are not guaranteed and will vary depending on the nature, complexity, and severity of the issue.

Enhancement Requests

• Requests for enhancements, modifications, or new features may be submitted through the ticketing system. Bizzflo will review and evaluate such requests at its sole discretion for potential inclusion in its product roadmap. Submission of a request does not guarantee development, implementation, or delivery of any specific feature.

Remote Support

• With Your prior written consent, Bizzflo may utilize remote desktop access or similar technical tools for troubleshooting and support purposes. You acknowledge that granting remote access is optional but may be required to resolve certain issues efficiently.

Limitations

• Support does not include services outside the scope of the Bizzflo Platform, misuse of the platform, third-party integrations beyond standard connectors, or issues caused by Your modifications to the platform.
• Additional training or support requests outside the standard scope may be charged at Bizzflo’s then-current hourly rates.

9Monitoring, Investigation, and Enforcement

Bizzflo may monitor the use of the Services solely for legitimate business purposes, including maintaining platform security, ensuring system integrity, preventing fraud, investigating suspected violations of this Agreement, and complying with applicable law.

If Bizzflo reasonably determines, based on objective information available, that you may be in violation of this Agreement, applicable law, or the intended use of the Services, Bizzflo may take any of the following actions as appropriate:

• Notice and Clarification: Contact you to request additional information or clarification.
• Corrective Action: Require corrective action within a reasonable period of time to address non-compliance or violations.
• Access Restriction: Suspend or restrict access to the Services to the extent reasonably necessary to prevent ongoing harm or non-compliance.
• Transaction Blocking: Block or prevent transactions or activities reasonably believed to violate this Agreement or applicable law.
• Content Removal: Remove or disable access to Content that violates this Agreement, applicable law, or the rights of third parties.

Except in cases involving suspected fraud, security threats, or legal prohibitions on notice, Bizzflo will provide reasonable notice before suspension or termination and allow an opportunity to cure where commercially practicable.

Bizzflo may disclose information relating to your use of the Services if required by applicable law, regulation, court order, subpoena, or other valid legal process, or where such disclosure is reasonably necessary to protect the rights, property, or safety of Bizzflo, its users, or the public. Any such disclosure shall be made in accordance with applicable privacy and data protection laws.

Nothing in this Agreement obligates Bizzflo to continuously monitor user activity. Bizzflo assumes no responsibility for user conduct, except as required by applicable law.

Prohibited Conduct: You agree not to engage in any activity that may interfere with, disrupt, reverse-engineer, or circumvent the Services, Platform, or Bizzflo’s security measures. This includes, but is not limited to:

• Attempting to reverse engineer, decompile, or disassemble the Platform for competitive, commercial, or personal gain.
• Using AI or automated tools to copy, extract, or replicate features of the Platform for any purpose, including development of a similar product or offering a competing service.
• Circumventing or attempting to bypass security or access controls of the Platform.

Violation of this section may result in suspension or termination of your access to the Services, and Bizzflo reserves all rights to pursue legal remedies, including injunctive relief and damages.

10Representations and Warranties

Mutual Representations and Warranties

Each party represents and warrants that

• It has the full power and authority to enter into this Agreement and to perform its obligations hereunder.
• Its execution and performance of this Agreement does not violate any other agreement, legal obligation, or applicable law.
• It will comply with all applicable laws, rules, and regulations in the performance of its obligations under this Agreement, including those related to data protection, privacy, security, and the lawful use of customer or consumer information.

Bizzflo Representations and Warranties

Bizzflo further represents and warrants that, during the term of this Agreement and for as long as it retains any data, customer information, or Content of your business:

• The Services shall be provided in a professional manner consistent with industry standards for SaaS platforms and shall perform substantially in accordance with the documentation and functional specifications provided by Bizzflo under normal use.
• Bizzflo shall comply with applicable laws, regulations, and industry standards regarding the security, confidentiality, and integrity of all customer or consumer data, including financial and personally identifiable information.
• The Services and Bizzflo’s operations shall not infringe, misappropriate, or violate the intellectual property, contractual, or other legal rights of any third party.
• Bizzflo will provide at least 99.9% uptime per month, excluding planned maintenance, emergency maintenance, or circumstances beyond Bizzflo’s reasonable control. “Downtime” refers to periods when the Services are not made available to your business.
• Bizzflo shall provide reasonable notice, at least fifteen (15) calendar days, of planned maintenance windows, which will be scheduled, wherever possible, during off-peak hours.
• Bizzflo does not guarantee compliance of client’s products with regulatory requirements.
• Bizzflo shall maintain Errors & Omissions, Commercial Liability, Professional Liability, and Cybersecurity/Privacy insurance, each with minimum coverage of $1,000,000 per claim and annual aggregate. Such insurance shall cover acts, errors, omissions, negligence, intellectual property infringement, and data security/privacy breaches. Bizzflo will provide a certificate of insurance upon request.
• Bizzflo will not use your data, customer information, or Content for any purpose other than to provide the Services under this Agreement without your prior written consent.

Customer/Client Representations and Warranties

You further represent and warrant that

• All data, content, materials, or information provided to Bizzflo are accurate, complete, and comply with applicable laws, including intellectual property, privacy, and regulatory requirements.
• You have all necessary rights, licenses, and permissions to provide such data and content to Bizzflo and to authorize Bizzflo to use it in connection with the Services.
• You will not use the Services for unlawful, fraudulent, or prohibited purposes, and you will comply with this Agreement and all applicable laws in connection with your use of the Services.

11Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 10, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

To the fullest extent permitted by applicable law, Bizzflo disclaims all other warranties, representations, and conditions of any kind, whether express, implied, statutory, or otherwise, including, without limitation:

• Any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, and non-infringement;
• Any warranty that the Services will meet your specific business requirements or achieve any particular financial, regulatory, or operational result;
• Any warranty that the Services will be uninterrupted, error-free, secure, or free from harmful components;
• Any warranty regarding the accuracy, completeness, reliability, or timeliness of data, reports, analytics, or outputs generated through the Services;
• Any warranty that the Services will comply with laws or regulatory requirements applicable to your specific industry or jurisdiction, except as expressly stated in this Agreement.

You acknowledge and agree that

• The Services are tools intended to support business operations and do not replace your professional judgment, legal counsel, accounting advice, or regulatory compliance obligations.
• You are solely responsible for reviewing and validating transactions, reports, tax settings, compliance workflows, inventory controls, scheduling configurations, and all other operational decisions made using the Services.
• Bizzflo does not guarantee product quality, availability, or regulatory compliance for goods sold.
• You are responsible for maintaining independent backups of critical business data to the extent required by your internal policies or applicable law.

No oral or written information or advice given by Bizzflo or its personnel shall create any warranty not expressly stated in this Agreement.

Some jurisdictions do not allow the exclusion of certain warranties, so portions of this Section may not apply to you to the extent prohibited by law.

12Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BIZZFLO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, including but not limited to:

• Loss of profits, revenue, or business opportunities;
• Loss of goodwill or reputation;
• Loss, corruption, or inaccuracy of data;
• Business interruption;
• Cost of substitute goods or services;
• Losses related to product sales, spoilage, recalls, or retail customer disputes.
• Regulatory fines or penalties imposed on you.

Whether based in contract, tort (including negligence), strict liability, or otherwise, and even if advised of the possibility of such damages.

Liability Cap

Except for liabilities that cannot be limited by law, Bizzflo’s total cumulative liability arising out of or relating to this Agreement shall not exceed the total fees paid by you to Bizzflo in the twelve (12) months preceding the event giving rise to the claim.

If no fees have been paid, Bizzflo’s total liability shall not exceed $1,000.

Exceptions to Limitation

The limitations in this Section shall not apply to

• Either party’s gross negligence or willful misconduct;
• Your obligation to pay fees owed under this Agreement;
• Your violation of Bizzflo’s intellectual property rights;
• Liability that cannot be limited or excluded under applicable law.

13Intellectual Property, Trademarks, and Marketing Communications

• Bizzflo IP – All Bizzflo logos, trademarks, slogans, and branding (“Bizzflo IP”) are owned solely by Bizzflo. You may not use any Bizzflo IP except as expressly permitted in this Agreement.
• Use of Logos and Branding – Bizzflo may display its logo, branding, or other promotional content within the Services or in reports provided to you.
• Customer Listing – By using the Services, your business may be listed as a Bizzflo customer on Bizzflo.com or successor platforms. Bizzflo may disclose your participation for marketing purposes.
• Marketing Communications – Bizzflo may include identifiers such as “Powered by Bizzflo” in communications or online interfaces, including those your customers may see.
• Third-Party Marketing or Features – Any future optional features (e.g., SMS marketing, AI tools) that involve third-party services will be clearly optional, require separate consent, and may be subject to separate fees.

14Data Ownership, Access, and Transition

• Customer Data Ownership – You retain full ownership of all data you provide to Bizzflo or generate via the Services, including customer records, products, memberships, transactions, and operational data.
• Access and Export – All data available through Bizzflo’s standard reporting may be exported at no additional charge.
• Custom or Complex Data – Data that is complex, relational (one-to-many), or not available through standard reporting, including but not limited to:
• Notes, progress notes, forms, agreements, waivers
• Images, PDF, Word, Excel documents
• Historical transaction logs beyond standard reports
• will be considered custom reports. Any request for such exports will be estimated and billed separately.
• Transition Assistance – Upon termination or expiration, Bizzflo will provide commercially reasonable assistance to export your data in standard electronic formats (.csv or .xlsx). Additional work for custom formats or complex relational data may incur fees.

15Marketing Compliance and Anti-Spam

• Compliance with Laws – You agree to use the Services, including email, SMS, and other marketing tools, in compliance with all applicable laws (e.g., CAN-SPAM, TCPA, GDPR if applicable).
• Opt-In Requirements – All recipients must have provided consent or have an existing business relationship with you.
• Indemnification for Violations – You agree to indemnify Bizzflo for any fines, penalties, or claims arising from violations of marketing compliance rules.
• Retail promotions, coupons, and loyalty campaigns must comply with consumer protection laws.

16Indemnification

• Customer Indemnification – You will indemnify, defend, and hold harmless Bizzflo and its affiliates, officers, and employees from all third-party claims arising from:
• Your breach of this Agreement
• Your business operations
• Your use of the Services, including marketing communications
• Personal injury or property claims related to your operations
• Bizzflo Indemnification – Bizzflo will indemnify, defend, and hold harmless you and your affiliates from third-party claims arising from:
• Bizzflo’s breach of this Agreement
• Bizzflo’s negligence or willful misconduct in providing the Services
• Defense and Notice – The indemnified party must provide reasonably prompt notice of any claim and may participate in its defense.

17General

17.1 Assignment and Transfer

Neither party may sublicense, assign, or transfer this Agreement, in whole or in part, without the other party’s prior written consent, which shall not be unreasonably withheld. Any attempted assignment or transfer without consent is void and may result in termination of this Agreement.

17.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, the remaining provisions shall continue in full force and effect. The invalid provision shall be amended or replaced with a valid provision that most closely reflects the original intent of the parties.

17.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, United States of America, without regard to its conflict of law principles.

17.4 Legal Fees

In any legal action, arbitration, or proceeding arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, and other expenses, in addition to any other remedies available at law or in equity.

17.5 Independent Contractors

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

17.6 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, labor disputes, riots, wars, fires, floods, or electrical or telecommunications failures.

17.7 Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their respective successors and permitted assigns. No third party may claim rights under this Agreement or initiate legal action as a third-party beneficiary.

17.8 Entire Agreement and Amendments

This Agreement, together with any addenda, exhibits, or attachments, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior proposals, negotiations, communications, or agreements, whether oral or written. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

17.9 Notice of Changes

Bizzflo may update or revise this Agreement from time to time. Material changes will be communicated via email at least thirty (30) days before taking effect, and will also be posted on the Bizzflo Platform. You are responsible for maintaining up-to-date contact information. Following notice of material changes, you may terminate this Agreement in accordance with Section 5 (Duration of Service and Termination).

17.10 Survival

All provisions of this Agreement which by their nature should survive termination shall survive, including but not limited to Sections 4 (Ownership and License Grant to Your Content), 9 (Monitoring, Investigation, and Enforcement), 11 (Disclaimer of Warranties), 12 (Limitation of Liability), 14 (Data Ownership, Access, and Transition), 14 (Marketing Compliance and Anti-Spam), 16 (Indemnification), and this Section 17 (General).