Terms of Service

Effective Date: [EFFECTIVE DATE]

Entity: [LERNIFLOW LLC NAME] ("LerniFlow," "we," "us," or "our")

Contact: support@lerniflow.com

1. Acceptance of Terms

These Terms of Service ("Terms") govern access to and use of the LerniFlow platform, websites, applications, and related services (collectively, the "Service") operated by LerniFlow.

By creating an account, accessing a workspace, or using the Service on behalf of an organization, you represent that you have authority to bind that organization and agree to these Terms on its behalf. If you do not agree, do not use the Service.

If you are using the Service under a separate written agreement (including an order form, enterprise agreement, or Business Associate Agreement), that agreement controls to the extent of any conflict with these Terms.

2. Description of Service

LerniFlow is a business-to-business software-as-a-service platform that helps organizations design, run, and improve business workflows. The Service includes multi-tenant workspaces, role-based access, workflow design and execution, reporting, integrations, and optional artificial intelligence ("AI") features that assist with workflow review, validation, and recommendations.

Each customer organization receives an isolated workspace accessible at a subdomain in the form {slug}.lerniflow.com. The Service is intended for use by businesses, healthcare organizations, managed service providers, consultants, and similar professional operators—not for personal or consumer use.

Features, limits, and availability may vary by subscription tier, beta program participation, and product configuration. We may add, modify, or discontinue features with reasonable notice where practicable.

3. Account Registration and Security

3.1 Account Creation

To use the Service, you must provide accurate registration information, including your name, email address, and organization details. You are responsible for keeping this information current.

3.2 Roles and Access

The Service supports role-based access, including Platform Admin (LerniFlow staff), Tenant Owner, Member, and Read-only Viewer roles. Tenant Owners are responsible for managing users, permissions, and organizational settings within their workspace.

3.3 Security Responsibilities

You are responsible for:

• Maintaining the confidentiality of account credentials and access tokens
• Ensuring that only authorized personnel access your workspace
• Promptly notifying us at support@lerniflow.com of any suspected unauthorized access or security incident affecting your account

We implement technical and organizational safeguards as described in our Privacy Policy, but you remain responsible for how your organization configures roles, shares data, and uses the Service.

4. Subscription Plans and Billing

4.1 Plans and Pricing

LerniFlow offers subscription tiers, which may include:

Pricing, included features, and seat limits are described on our website or in your order documentation and may be updated for new subscriptions with notice. Current subscribers may be subject to grandfathered pricing as specified in their agreement.

4.2 Annual Billing

Annual billing may be available at a discounted rate compared to monthly billing. When you select annual billing, you prepay for twelve (12) months of Service unless otherwise stated in your order.

4.3 Free Trial

New customers may receive a fourteen (14) day free trial without providing a credit card. During the trial, you may access the Service according to the trial tier and limits we specify.

If you do not convert to a paid subscription before the trial ends, your workspace will become read-only on day fifteen (15). Read-only access means you may view existing data but cannot create or modify workflows, run new processes, or use paid features until you subscribe. We may delete or restrict access to trial data after a reasonable retention period if no paid subscription is activated.

4.4 Beta and Founding Customer Discount

Participation in our controlled beta program or founding customer program may entitle eligible organizations to promotional pricing, including a twenty-five percent (25%) discount for founding customers locked for twelve (12) months from the start of the paid subscription. Beta and promotional terms are subject to eligibility requirements and may be modified or discontinued for new customers with notice.

4.5 Payment Processing

Paid subscriptions are billed through Stripe. By subscribing, you authorize us and Stripe to charge your designated payment method for recurring fees, applicable taxes, and any overages. You are responsible for providing valid payment information and keeping it current.

4.6 Seat Overage

Each plan includes a defined number of user seats. If your active seat count exceeds your plan's included seats, we may bill for additional seats at the then-current overage rate, prorated for the billing period in which the overage occurs.

4.7 Taxes

Fees are exclusive of applicable taxes unless stated otherwise. You are responsible for all sales, use, VAT, GST, or similar taxes associated with your subscription, excluding taxes based on our net income.

4.8 Refunds and Cancellation

• Monthly plans: You may cancel at any time. Cancellation takes effect at the end of the current billing period unless otherwise stated. We do not provide refunds for partial months already billed.
• Annual plans: Fees for annual subscriptions are non-refundable except where required by applicable law or expressly stated in a separate agreement.

Failure to pay may result in suspension or termination of access, subject to any grace period we communicate.

5. Acceptable Use Policy

You agree to use the Service only for lawful business purposes and in compliance with these Terms and all applicable laws and regulations.

You must not:

• Use the Service for any illegal, fraudulent, or harmful activity
• Upload, store, or process Protected Health Information ("PHI") as defined under HIPAA unless you are on an eligible tier and have executed a signed Business Associate Agreement ("BAA") with LerniFlow
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent such restriction is prohibited by law
• Circumvent security measures, access controls, or usage limits
• Interfere with or disrupt the integrity or performance of the Service
• Use the Service to send spam, malware, or unauthorized communications
• Misrepresent your identity, affiliation, or authorization to access a workspace
• Use the Service in a manner that infringes intellectual property or privacy rights of others

We may investigate violations and suspend or terminate access as described in Section 13.

6. AI Features Disclaimer

The Service includes AI-assisted features powered by third-party models (including OpenAI GPT-4o) that may provide workflow validation, recommendations, consultant Experience Profile ("EP") suggestions, and similar outputs.

AI outputs are suggestions only. They are not professional, medical, legal, financial, or compliance advice. AI-generated content may be incomplete, inaccurate, or inappropriate for your specific context.

You are solely responsible for reviewing, validating, and approving any AI recommendation before acting on it. You must not rely on AI outputs as a substitute for qualified professional judgment, internal policies, or regulatory requirements applicable to your organization.

LerniFlow does not guarantee the accuracy, completeness, or suitability of AI-generated content.

7. Data and Privacy

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, store, and protect information.

Customer data you submit to the Service remains your data. We process Customer data only to provide, secure, and improve the Service as described in these Terms and the Privacy Policy.

8. Intellectual Property

8.1 Customer Data

As between you and LerniFlow, you retain all rights in data, content, workflow definitions, form submissions, documents, and other materials you or your users submit to the Service ("Customer Data").

8.2 LerniFlow Platform

LerniFlow and its licensors own all rights in the Service, including software, documentation, branding, templates, and underlying technology. No rights are granted except as expressly set forth in these Terms.

8.3 License to Customer Data

You grant LerniFlow a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data as necessary to provide the Service, comply with law, enforce these Terms, and improve the Service in aggregated or de-identified form where permitted by the Privacy Policy.

8.4 Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant LerniFlow a perpetual, irrevocable, royalty-free license to use that feedback without restriction or compensation.

9. HIPAA and Protected Health Information

Certain subscription tiers (including Scale and Partner) may include availability of a HIPAA Business Associate Agreement as a separate addendum.

• A BAA is not effective until executed by both parties.
• You must not upload, store, or process PHI in the Service unless a BAA is in place and your use complies with that agreement and applicable HIPAA requirements.
• Tiers without an executed BAA are not intended for PHI and must not be used to store or transmit PHI.

HIPAA-enabled configurations may include additional technical and administrative requirements. You are responsible for configuring your workspace appropriately and ensuring your users comply with your policies and regulatory obligations.

10. Consultant Channel

LerniFlow supports a consultant channel through which consultants may manage multiple client tenants subject to client authorization.

10.1 Delegation Grants

Access by a consultant to a client workspace requires a client-controlled delegation grant. Clients may define the scope of access and revoke delegation at any time. Revocation takes effect according to the Service's technical controls; consultants must cease accessing revoked workspaces promptly.

10.2 Experience Profiles

Consultants may suggest Experience Profiles or workflow configurations, but clients must approve before any Experience Profile is assigned or applied to their tenant. Consultants cannot force-assign Experience Profiles without client approval.

10.3 Commissions

Commission tracking for eligible consultant relationships is managed within the LerniFlow platform according to program rules we publish or provide separately. Commission records are maintained by LerniFlow. Disputes regarding commissions should be submitted to support@lerniflow.com with relevant details; we will review in good faith according to program terms.

11. Limitation of Liability

To the maximum extent permitted by applicable law:

• The Service is provided "as is" and "as available." We disclaim all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• LerniFlow will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, goodwill, or business interruption, arising from or related to the Service or these Terms.
• LerniFlow's total aggregate liability for all claims arising from or related to the Service or these Terms will not exceed the greater of (a) the amounts paid by you to LerniFlow for the Service in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (USD $100).

Some jurisdictions do not allow certain limitations; in those cases, our liability is limited to the fullest extent permitted by law.

12. Indemnification

You will defend, indemnify, and hold harmless LerniFlow and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your Customer Data or your use of the Service
• Your violation of these Terms or applicable law
• Your upload or processing of PHI without a valid BAA or in violation of HIPAA
• Disputes between you and your users, clients, or consultants related to your use of the Service

We may assume exclusive defense and control of any matter subject to indemnification, and you will cooperate with our defense.

13. Termination

13.1 Termination by Customer

You may cancel your subscription at any time through account settings or by contacting support@lerniflow.com. Cancellation stops future billing according to Section 4.8.

13.2 Termination by LerniFlow

We may suspend or terminate your access to the Service if you materially breach these Terms, fail to pay fees when due, or use the Service in a manner that poses security, legal, or operational risk. Where practicable, we will provide notice and an opportunity to cure, except where immediate action is required to protect the Service, other customers, or comply with law.

13.3 Effect of Termination

Upon termination:

• Your right to access the Service ends, subject to any read-only or export period we offer
• We will retain Customer Data for up to thirty (30) days after termination to allow export or reactivation, unless a longer period is required by law or a BAA
• After the retention period, we may delete Customer Data in accordance with our Privacy Policy and data retention practices

Sections that by their nature should survive termination (including intellectual property, limitation of liability, indemnification, and governing law) will survive.

14. Dispute Resolution and Governing Law

These Terms are governed by the laws of the State of [STATE], without regard to conflict-of-law principles.

Any dispute arising from or relating to these Terms or the Service will be resolved in the state or federal courts located in [STATE], and each party consents to personal jurisdiction and venue in those courts, except where prohibited by applicable law.

Before initiating formal legal proceedings, the parties agree to attempt to resolve disputes in good faith by contacting support@lerniflow.com and allowing thirty (30) days for negotiation.

15. Changes to Terms

We may update these Terms from time to time. If we make material changes, we will provide notice by email, in-product notification, or by posting an updated version with a revised effective date.

Your continued use of the Service after the effective date of updated Terms constitutes acceptance, except where applicable law requires explicit consent. If you do not agree to updated Terms, you must stop using the Service and cancel your subscription.

16. Contact Information

For questions about these Terms, billing, or your account:

LerniFlow
Email: support@lerniflow.com
Website: https://lerniflow.com

For privacy-related inquiries, see our Privacy Policy and contact privacy@lerniflow.com.

Last updated: [EFFECTIVE DATE]
Entity placeholder: [LERNIFLOW LLC NAME]
Governing law placeholder: State of [STATE]