Terms and Conditions for uFlow

1. Introduction These Terms and Conditions (“Terms”) govern the use of the uFlow service (“Service”) provided by ULTRICO SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ (“Ultrico”, “we”, “us”, or “our”), located at ul. ALEJA JANA PAWŁA II, nr 27, 00-867 Warsaw, Poland. By accessing or using uFlow (whether as an online SaaS or self-hosted version), you (“Customer”, “you”, or “your”) agree to be bound by these Terms.

2. Definitions For the purposes of these Terms:

Service refers to uFlow, a workflow automation and document processing platform.

Customer refers to the person or entity entering into this agreement.

Documentation refers to any materials provided by Ultrico to support the use of uFlow.

Subscription Term means the period during which the Customer has agreed to use the Service.

Third Party Hosting Provider refers to any third party engaged by the Customer to host the self-hosted version of uFlow.

Authorised Users means employees or agents of the Customer who are permitted to use the Service.

3. Service Description uFlow is a workflow automation and document processing platform offered both as a Software-as-a-Service (SaaS) hosted by Ultrico and as a self-hosted solution deployed by the Customer.

4. Eligibility You must be at least 18 years old and have the legal capacity to enter into binding agreements to use the Service.

5. Account Registration To access certain features of the Service, you may be required to register for an account. You agree to provide accurate and complete information and to keep this information up to date. You are responsible for all activities under your account.

6. License Grant Subject to these Terms, Ultrico grants you a limited, non-exclusive, non-transferable license to use uFlow: a. As a SaaS version hosted by Ultrico; or b. As a self-hosted version installed on your infrastructure, as per a separate agreement or license key.

7. Customer Responsibilities

You are responsible for all activity occurring under your account.

You shall not use the Service for any illegal or unauthorized purpose.

You shall not sublicense, resell, reverse-engineer, or modify the Service.

You shall comply with all applicable laws and regulations.

You are responsible for securing your access credentials and systems.

You must ensure that any third-party hosting provider maintains the confidentiality and integrity of the software.

8. Intellectual Property All intellectual property rights in and to the Service, including but not limited to software, design, trademarks, and documentation, are owned by Ultrico or its licensors. You may not copy, modify, distribute, sell, or lease any part of the Service.

9. Payment and Fees Access to the Service may be subject to fees. The applicable pricing and payment terms will be specified in a separate order or subscription form. Fees are non-refundable. Ultrico reserves the right to change pricing with 30 days’ notice.

10. Subscription Changes You may upgrade your subscription at any time. Downgrades to a lower-tier plan take effect only after the current subscription period ends. No refunds, rebates, or credits will be issued for unused portions of a higher-tier subscription. Additional usage beyond your plan may incur extra charges.

11. Term and Termination These Terms remain in effect until terminated. You may terminate your account at any time. Ultrico may suspend or terminate your access if you violate these Terms. Upon termination, your right to access the Service ceases and all licenses granted will terminate.

12. Data Protection and Privacy Ultrico processes personal data in accordance with applicable data protection laws. Our Privacy Policy, available at https://ultrico.com/privacy, explains how we collect, use, and protect your data.

13. Confidentiality Each party agrees to keep confidential all non-public information received from the other party in connection with the Service. This obligation will survive for 5 years following termination.

Ultrico may compile information related to the performance and usage of the Service for the purpose of improving its products, provided that such data does not include personal data or identify any individual Authorised Users.

Unless the Customer notifies Ultrico in writing, Ultrico may include the Customer’s name and logo in its marketing materials and website.

This confidentiality clause shall remain in effect even after termination of these Terms.

14. Warranties and Disclaimers The Service is provided “as is” and “as available” without warranties of any kind, whether express or implied, including but not limited to merchantability, fitness for a particular purpose, and non-infringement. Ultrico does not warrant that the Service will be uninterrupted or error-free.

15. Limitation of Liability 15.1 Subject to clause 14, Ultrico’s total aggregate liability, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising out of or in connection with the performance or contemplated performance of this agreement shall not exceed the Cap.

15.2 For the purposes of this clause: (a) “Cap” means one hundred percent (100%) of the total Charges paid by the Customer during the Contract Year in which the claim arises; (b) “Charges” means all sums paid to Ultrico by the Customer under this agreement during the applicable Contract Year; (c) “Contract Year” means each consecutive 12-month period beginning on the effective date of the Customer’s subscription.

15.3 Subject to clause 14, Ultrico shall not be liable for:

any loss of profits, revenue, or business;

loss or corruption of data;

loss of anticipated savings or goodwill;

indirect, special, incidental, or consequential damages;

the results or conclusions obtained from use of the Service or Documentation, or any decisions made based on such results.

15.4 Unless the Customer notifies Ultrico in writing of a claim within three (3) months of becoming aware (or when they reasonably should have become aware) of the event giving rise to the claim, Ultrico shall have no liability for that event. The notice must reasonably identify the event and grounds for the claim.

15.5 You acknowledge that Ultrico has set its prices and entered into this agreement in reliance upon the limitations of liability and disclaimers stated herein, which form an essential basis of the bargain between the parties.

16. Indemnification You agree to indemnify, defend, and hold harmless Ultrico, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising out of your use of the Service, including any violation of third-party rights or these Terms.

17. Governing Law and Jurisdiction These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of Poland. The parties irrevocably agree that the courts of Warsaw, Poland shall have exclusive jurisdiction to settle any such dispute or claim.

18. Changes to Terms Ultrico may modify these Terms at any time with at least 30 days’ notice. You will be notified via any of the email addresses provided when signing up for the Service or through the Service. Continued use after such notice constitutes your acceptance of the revised Terms.

19. Force Majeure Ultrico shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, pandemics, supply shortages, governmental actions, or failures of suppliers, internet service providers, or hosting facilities.

20. Entire Agreement These Terms constitute the entire agreement between you and Ultrico regarding the Service and supersede all prior agreements. No waiver of any provision shall be deemed a waiver of any other provision.

21. Severability If any provision of these Terms is held to be unenforceable, the remaining provisions will remain in full force and effect.

22. Notices Notices under these Terms must be sent via email to [email protected] (for Ultrico) or to your registered email address (for Customer). Notices are deemed received when sent

23. No Partnership or Agency Nothing in these Terms shall be construed to create a partnership, agency, or joint venture between you and Ultrico.

24. Assignment You may not assign, transfer, or delegate any of your rights or obligations under these Terms without the prior written consent of Ultrico. Any unauthorized assignment shall be null and void. Ultrico may freely assign these Terms without restriction.

25. Third-Party Rights These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than the parties hereto.

26. Non-Exclusivity Nothing in these Terms shall prevent Ultrico from developing, using, marketing, licensing, or selling products or services that are similar to or competitive with those provided to the Customer, provided that Ultrico does not breach its confidentiality obligations.