Terms of Service

1. Description of Service

Capoflow is a cloud-based business management platform designed for contractors and service-based businesses. The Service may include features for customer management, quoting, invoicing, payments, scheduling, inventory, expense tracking, financial reporting, document generation, and optional AI-powered insights to assist businesses in analyzing operational data.

The information provided when using the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. Those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws.

2. Account Registration

To use the Service, you must:

• Provide accurate and complete registration information
• Maintain the security of your account credentials
• Promptly notify us of any unauthorized access
• Be at least 18 years old or the age of majority in your jurisdiction

You are responsible for all activities that occur under your account, including activity by team members you invite. You may invite team members with varying permission levels (Owner, Admin, Member, Employee). You are responsible for managing your team members' access and ensuring they comply with these Terms.

3. Free Trial

We may offer a free trial period for new accounts. Trial duration and any applicable limitations (such as team member seats) will be communicated at the time of sign-up.

At the end of the trial period, if you do not subscribe to a paid plan, a grace period may apply during which full access continues with a notice to subscribe. After the grace period, your account will be suspended as described in Section 4.

4. Fees and Payment

Certain features of the Service may require payment. All payment processing is handled by Stripe, Inc. and is subject to Stripe's terms of service and privacy policy. We accept major credit cards, Apple Pay, and Google Pay through Stripe. We do not store your full credit card information on our servers.

If you subscribe to a paid plan:

• Fees are billed in advance on a recurring basis (monthly or annually, as selected). Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date
• You authorize us to charge your payment method on file for all recurring fees until you cancel
• You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period
• All fees are non-refundable except as required by law
• We may change pricing with 30 days' notice. Continued use after the notice period constitutes acceptance of the new pricing
• You are responsible for applicable taxes

Account Suspension. If payment fails and is not resolved within the applicable grace period, your account may be suspended. During suspension, the account owner retains read-only access for up to thirty (30) days to export data. After the suspension period, the account will be scheduled for deletion as described in Section 17.

5. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose
• Violate any applicable laws or regulations
• Infringe the intellectual property rights of others
• Transmit malicious code or interfere with the Service
• Attempt to gain unauthorized access to any part of the Service or another user's account or data
• Use the Service to send unsolicited commercial messages (spam) to your customers
• Use the Service in violation of the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, or any other applicable communications law
• Systematically retrieve data to create a collection or database
• Resell or redistribute the Service without authorization
• Reverse engineer, decompile, or disassemble any part of the Service

We reserve the right to suspend or terminate accounts that violate these Terms.

6. AI-Powered Features

The Service includes features that use artificial intelligence ("AI") to generate content, including but not limited to quotes, proposals, follow-up suggestions, business insights, semantic search, image analysis, and receipt data extraction. You acknowledge and agree that:

• AI-generated content is provided as a starting point and may contain errors, inaccuracies, or omissions
• You are solely responsible for reviewing, verifying, and approving all AI-generated content before using it in your business or sharing it with clients
• AI-generated pricing, cost estimates, and financial figures are suggestions only and may not reflect actual market conditions
• We do not guarantee the accuracy, completeness, or suitability of any AI-generated content for your specific needs
• You should not rely on AI-generated content as the sole basis for business, financial, or legal decisions

Data Processing.To provide AI features, we transmit relevant business data (such as work item descriptions, customer names, pricing, and uploaded images) to third-party AI providers, including OpenAI and Anthropic. This data is processed pursuant to those providers' API data usage policies, which generally provide that API inputs are not used to train their models.

AI Data Storage. Certain AI-derived data, including text embeddings used for semantic search, are stored as part of your account data and are deleted when your account is deleted.

7. No Professional or Financial Advice

The Service is a business management tool and does not provide legal, financial, tax, accounting, or other professional advice. Capoflow is not a financial advisor, accountant, tax preparer, or legal counsel. Any information, calculations, reports, or suggestions provided by the Service (including AI-generated content, financial reports, revenue summaries, late fee calculations, and invoice amounts) are for informational purposes only and should not be construed as professional advice.

You should consult qualified professionals for legal, tax, accounting, and financial matters. We are not responsible for any decisions you make based on information provided by the Service, including but not limited to pricing decisions, tax filings, financial planning, or late fee enforcement.

8. Customer Portal

The Service includes a customer-facing portal (the "Portal") that allows your customers to view and respond to quotes, view and pay invoices, download PDF documents, submit service requests, and request schedule changes.

Portal Access. Portal access is provided to your customers via secure, time-limited links generated by the Service. Portal links expire after thirty (30) days by default.

Your Responsibility. You are solely responsible for the accuracy and completeness of all quotes, invoices, and other information made available to your customers through the Portal. We act as a technology provider and are not a party to transactions between you and your customers.

Portal Data.Your customers' portal activity (such as views and actions taken) is logged for your benefit and is subject to our Privacy Policy.

9. Automated Actions and Notifications

The Service performs certain actions automatically on your behalf, based on your account configuration. These may include:

• Invoice reminders — automated email (and, if enabled, SMS) reminders sent to your customers for overdue invoices
• Late fees — automated calculation and application of late fees to overdue invoices, based on the late fee policy you configure (including flat amount, percentage rate, grace period, and optional cap)
• Recurring work — automated creation of work items based on recurring contracts you define
• Quote expiration — automated marking of quotes as expired after their validity date
• Follow-up suggestions — AI-generated suggested follow-up messages for aging quotes

Your Control. You may configure, enable, or disable these automated features through your account settings. Late fees, recurring work schedules, and reminder cadences are set by you and can be adjusted at any time.

Your Responsibility. You are solely responsible for ensuring that automated actions (including late fee policies, reminder schedules, and communications sent to your customers) comply with applicable laws, regulations, and your contractual obligations to your customers.

10. SMS Text Messaging

The Service enables you to send transactional SMS text messages to your customers on your behalf. All SMS messages are transactional only — they relate directly to a customer's interaction with your business and may include invoice notifications, payment receipts, quote notifications, statement notifications, and appointment reminders. Capoflow does not permit the use of its SMS capabilities for marketing, promotional, or advertising messages.

Consent. By enabling SMS messaging, you represent and warrant that you have obtained consent from your customers to receive text messages, as required by the Telephone Consumer Protection Act (TCPA), CTIA guidelines, and any other applicable laws and regulations. Consent may be collected through online forms with an opt-in disclosure, or recorded by your staff following verbal consent obtained during in-person or phone interactions. You are responsible for ensuring consent is obtained before any SMS message is sent.

Opt-Out.Recipients of SMS messages may reply "STOP" at any time to stop receiving all messages. Opt-out requests are honored immediately at the carrier level. Once a recipient opts out, no further SMS messages of any kind will be sent to that phone number. You may not override a recipient's opt-out request.

Opt-In.Recipients who have previously opted out may re-subscribe at any time by replying "START."

Help.Recipients may reply "HELP" for assistance information.

Message Frequency.Message frequency varies depending on the customer's interactions with your business. Messages are sent only when triggered by a specific transaction or event.

Rates. Standard message and data rates may apply to your customers depending on their mobile carrier and plan. SMS usage may be subject to additional fees as described in your subscription plan.

SMS Provider.SMS messages are delivered through Twilio, Inc. and are subject to Twilio's acceptable use policy.

Privacy. Customer phone numbers are used solely for delivering transactional notifications and are not shared with third parties for marketing or promotional purposes.

Consent Records. You agree to maintain your own records sufficient to demonstrate the time, method, and context of any consent obtained from your customers prior to enabling SMS for their phone numbers, and to produce such records upon request in the event of a compliance inquiry, carrier audit, or legal claim. The Service records the user who enabled SMS for a customer and the time of such action; however, you remain responsible for the underlying proof that valid consent was obtained from the recipient.

Authorized Users. You represent and warrant that any user of your Capoflow account who enables SMS for a customer, or who otherwise asserts consent on behalf of your business through the Service, is authorized by you to do so. You are responsible for establishing and maintaining internal controls governing which of your staff may enable SMS for customers, and for any actions taken by such users within your account.

Additional Recipients. The Service may allow you to send a copy of a transactional SMS message to one or more additional phone numbers beyond the primary customer (for example, a secondary contact or third party associated with the transaction). Each such additional phone number is treated as a separate recipient and must independently satisfy all consent and opt-out requirements set forth in this Section 10. You may not use this feature to send messages to phone numbers that have not provided valid consent, and you may not circumvent opt-out requests by sending to an alternate number.

Carrier Registration (A2P 10DLC). SMS delivery in the United States is subject to Application-to-Person 10DLC carrier registration requirements administered by The Campaign Registry (TCR) and enforced by mobile carriers. As a condition of using SMS through the Service, you agree to provide accurate and complete business information requested for registration purposes (including, where applicable, your legal business name, EIN, business address, website, publicly hosted privacy policy URL, and publicly hosted terms of service URL), and to promptly notify us of any material changes. You acknowledge that registration approval is required before SMS messages may be sent from your account, that approval is granted by third-party carriers and registries at their discretion, and that we make no guarantee of approval, timing, or continued registration status.

Suspension of SMS Access. We reserve the right, at our sole discretion and without prior notice, to suspend, disable, throttle, or terminate SMS functionality for any account if we reasonably believe that: (a) the account is being used in violation of these Terms, applicable law, or the acceptable use policies of our SMS provider (Twilio) or any mobile carrier; (b) SMS activity from the account is generating excessive complaints, opt-outs, spam reports, carrier filtering, or deliverability issues that may affect the Service or other customers; (c) required carrier registration (including A2P 10DLC) has been suspended, revoked, or is no longer valid; or (d) we are directed to do so by a carrier, regulator, or SMS provider. Suspension of SMS access under this paragraph does not entitle you to a refund and does not waive any other remedies available to us under these Terms.

11. Email Communications

The Service sends transactional emails to your customers on your behalf, including quotes, invoices, payment confirmations, and reminders. These emails are sent from a Capoflow-managed email domain using your configured business name as the sender display name.

Emails are delivered through Resend, a third-party email delivery provider. We are not responsible for email deliverability issues caused by recipient mail server configurations, spam filters, or other factors outside our control.

Your customers may opt out of non-receipt email notifications. Payment receipt emails are always sent when a payment is processed.

12. Mobile Application and Biometrics

We grant you a revocable, non-exclusive, non-transferable, limited right to install and use the Capoflow mobile application on wireless electronic devices owned or controlled by you, strictly in accordance with these Terms.

Biometric Authentication.The mobile application may offer biometric authentication (Face ID, Touch ID) as a convenience feature on supported iOS devices. Biometric data is processed and stored entirely on your device using the operating system's secure enclave. We do not collect, transmit, or store any biometric data on our servers.

13. Third-Party Integrations

The Service may integrate with third-party services, including but not limited to:

• QuickBooks Online — import customers, invoices, quotes, and payments
• Jobber — import work items, customers, and invoices
• Stripe Connect — enable direct payment processing to your Stripe account

When you connect a third-party service:

• You authorize us to access and retrieve data from that service using the permissions (OAuth scopes) you approve during the connection process
• You are responsible for complying with that service's terms of use
• We do not control and are not responsible for third-party services
• Third-party integrations may be modified or discontinued at any time

Data Sync. Data imported from third-party services is stored within your Capoflow account and is subject to these Terms and our Privacy Policy. Data sync is currently one-directional (import into Capoflow).

Credentials. Integration credentials (OAuth tokens) are stored securely and are used solely to maintain your authorized connection. You may disconnect any integration at any time through your account settings.

14. File Uploads and Storage

The Service allows you to upload files including business logos, job-site photographs, and expense receipts. Uploaded files are stored securely in cloud storage and are accessible only to authorized users within your account.

We may enforce file type and file size restrictions. Unsupported or oversized files will be rejected. Uploaded files are permanently deleted when your account is deleted. You may also delete individual files at any time through the Service.

Uploaded images (such as job-site photos and receipts) may be processed by AI features as described in Section 6 if those features are enabled.

15. Data Ownership

You retain all rights to the data you submit to the Service ("Your Data"). By using the Service, you grant us a limited license to use Your Data solely to provide and improve the Service.

We do not claim ownership of Your Data and will not sell Your Data to third parties.

16. Data Security and Isolation

We implement commercially reasonable security measures to protect your data, including:

• Encryption in transit — all data transmitted between your device and our servers is encrypted using TLS/SSL
• Tenant isolation — your account data is logically isolated from other accounts using row-level security policies, ensuring that no other user or account can access your data
• Access controls — role-based access controls restrict what team members and employees can view and modify within your account
• Payment security — payment processing is handled by Stripe in compliance with PCI-DSS standards; we do not store full payment card details

While we take reasonable precautions to protect your data, no method of electronic storage or transmission is 100% secure. We cannot guarantee absolute security.

17. Data Retention and Deletion

Active Accounts. Your data is retained for as long as your account is active and in good standing.

Account Deletion. You may request account deletion at any time through your account settings. Upon deletion request:

1. Your account enters a thirty (30) day recovery period during which you may contact us to restore access.
2. After the recovery period, your account and all associated data — including customers, work items, quotes, invoices, team members, uploaded files, AI embeddings, and activity logs — are permanently and irreversibly deleted.

Backups. Routine database backups may retain copies of your data for a limited period after deletion as part of standard disaster recovery procedures. Such backup data is not actively used and is overwritten in the normal course of backup rotation.

We recommend that you regularly export your data using the export features provided in the Service before requesting account deletion.

18. Intellectual Property

The Service and its original content, features, and functionality are owned by the Company and are protected by intellectual property laws. Our trademarks may not be used without prior written consent.

19. Service Availability

We strive to maintain Service availability but do not guarantee uninterrupted access. The Service may be temporarily unavailable for maintenance, updates, or circumstances beyond our control. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.

20. Disclaimer of Warranties

The Service is provided "as is" and "as available" without warranties of any kind, express or implied. To the fullest extent permitted by law, we disclaim all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Service will be error-free, secure, or uninterrupted, or that defects will be corrected. AI-generated content is provided without any warranty of accuracy or completeness. Financial calculations, reports, late fee computations, and invoice amounts are provided for informational purposes and may contain errors. Content provided by third-party integrations (QuickBooks, Jobber, Stripe) is provided without warranty.

We make no warranties or representations about the accuracy or completeness of any information provided by the Service. You are solely responsible for reviewing and verifying all invoices, quotes, financial calculations, and AI-generated content before sending them to your customers or relying on them for business decisions.

21. Limitation of Liability

To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or use, arising out of or related to your use of the Service.

Our total liability for any claim arising from these Terms or the Service shall not exceed the amount you paid us in the twelve (12) months preceding the claim.

This limitation applies to, without limitation: (a) errors in AI-generated content; (b) inaccuracies in financial calculations or late fee amounts; (c) failed or delayed email or SMS delivery; (d) third-party integration failures (Stripe, QuickBooks, Jobber); (e) data loss or corruption; (f) unauthorized access to your account; and (g) any losses resulting from your reliance on automated features including late fee calculation, invoice reminders, or recurring work generation.

22. Indemnification

You agree to indemnify and hold harmless the Company and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from: (1) your use of the Service; (2) violation of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including intellectual property rights; (5) communications (email or SMS) sent to your customers through the Service, including any claims under the TCPA, CAN-SPAM Act, or similar laws; or (6) late fees, charges, or other financial actions applied to your customers through the Service based on your configured settings.

23. Termination

You may terminate your account at any time through your account settings or by contacting us.

We may suspend or terminate your access to the Service at any time, with or without cause, with or without notice. If we terminate your account without cause, you may be entitled to a pro-rata refund of prepaid subscription fees for the unused portion of your billing period.

Upon termination, your right to use the Service ceases immediately. Data deletion follows the process described in Section 17.

24. Modifications to Terms

We may modify these Terms at any time. We will notify you of material changes by posting the updated Terms and updating the "Last Updated" date. For material changes, we will also require you to re-accept the updated Terms before continuing to use the Service. Your continued use of the Service after changes become effective constitutes acceptance of the modified Terms.

25. Dispute Resolution and Arbitration

Informal Resolution. Before filing a legal claim, you agree to attempt to resolve the dispute informally by contacting us at contact@capoflow.ai. We will attempt to resolve the dispute within thirty (30) days.

Binding Arbitration.Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall take place in the state in which the Company is registered or, at the election of the claimant, via telephone or video conference.

Class Action Waiver. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against the Company.

Exceptions. Notwithstanding the above, either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property rights. Claims eligible for small claims court may be brought there instead of arbitration.

26. Governing Law

These Terms are governed by the laws of the state in which the Company is registered, without regard to conflict of law principles. Any legal action of whatever nature shall be commenced or prosecuted in the state and federal courts located in the state in which the Company is registered, and you consent to personal jurisdiction in such courts.

27. Electronic Communications and Signatures

Visiting the Service, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing.

You agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Service. This includes digital signatures captured through the Service for quote acceptance and other business documents.

28. California Users and Residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

29. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and the Company.
• Severability: If any provision is found unenforceable, the remaining provisions remain in effect.
• Waiver: Failure to enforce any right does not constitute a waiver of that right.
• Assignment: You may not assign these Terms without our consent. We may assign these Terms without restriction.

30. Contact

For questions about these Terms, contact us at: contact@capoflow.ai

Capoflow LLC